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Market Place Agreement

This Market Place Agreement (Agreement) is entered on 11th November 2016 (the Effective Date)

By And Between

Versatile Mega Mart P Ltd. a Company/ Private limited Firm (here in after referred to as Seller/ Merchant which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns of the FIRST PART.;

AND

Versatile Mega Mart P Ltd., an existing company under the provisions of Companies Act, 1956, having its registered office at A 35 Jain Park Main Matiala Road Uttam Nagar New Delhi-110059 India (hereinafter referred to as, ShoppingJinni which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns of the SECOND PART.

Seller/Merchant and ShoppingJinni may be referred to as the Party individually and as the Parties collectively, as the context may require.

WHEREAS
  1. ShoppingJinni owns and operates an online market place on the website located at the URL www.ShoppingJinni.com, mobile application, ShoppingJinni IVR, ShoppingJinni WAP (collectively referred to as Platform) which acts as an online platform for different sellers to sell their Products and for different buyers to access variety of to purchase the Products offered by sellers;

  2. Seller being desirous of using the ShoppingJinni Platform as to offer and sell Seller™s Products (defined below) to the users of the Platform and have completed ShoppingJinni ™s Seller Registration Form to enroll as a registered seller on the Platform; and

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:-
  1. Definitions: Unless repugnant to the Context or meaning thereof, the terms defined herein shall have the following meaning:
  I. Acceptance shall mean execution of the agreement by Seller at the end of this Agreement, by which action the Seller clearly accepts the terms and conditions of this Agreement.
  II. Agreement shall mean this Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.
  III. Banned Products shall mean the products/goods/articles included in the ShoppingJinni Banned Products List, which is hyperlinked to this Agreement.
  IV. Buyer/ Customer/User Shall mean any user of the Platform who purchases any Product of the Seller through the Platform.
  V. Catalogue shall mean details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.
  VI. Cataloging Fee shall mean the fee for creating a Catalogue of the Sellers Products to be offered through ShoppingJinni Platform.
  VII. Commercial Price shall mean List Price less any discount (if any) offered by Seller.
  VIII. Courier Fees shall mean the fees payable to ShoppingJinni for availing of the courier services through ShoppingJinni™s Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.
  IX. Courier Partner shall mean the courier companies with whom ShoppingJinni has partnered for couriering / delivering the purchased Products to the Buyers.
  X. Fulfillment Centre shall mean a building / warehouse, identified by ShoppingJinni to the Seller, at ShoppingJinni™s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.
  XI. Fulfillment Centre Charges shall mean the charges as may be provided in the Commercial Term Segment as the fulfilment centre charges.
  XII. Invoice shall mean the invoice as may be raised by the Seller on the purchase of a Sellers Product by a Buyer, through the Platform.
  XIII. List Price shall mean the price of a Product in INR at which a product is listed at ShoppingJinni Platform by the Buyer.
  XIV. Listing Fee shall mean the fee for listing a Product on ShoppingJinni Platform.
  XV. Malpractice shall mean and include but not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products by Seller to Users/Buyers
  XVI. Maximum Retail Price (MRP) shall mean the price in INR imprinted on Product inclusive of all taxes. That seller will be suspend from ShoppingJinni platform.
  XVII. Packaging Material Charges shall mean the charges as may be provided in the Commercial Term Segment as Packaging Service charges or seller can used his White Plastic packing without sending his name directly to the buyer.
  XVIII. Payment Collection Fees shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.
  XIX. ShoppingJinni Marketplace Fees shall mean fee payable to ShoppingJinni by the Seller as per Commercial Terms.
  XX. ShoppingJinni Policies means the various policies which ShoppingJinni may issue and make applicable on the Seller from time to time including but not limited to Seller Panel Terms of Use of the Platform which are applicable to the Seller.
  XXI. Product(s) shall mean the product(s), made available by the Seller for sale on the Platform.
  XXII. Seller Panel shall mean a web page / account on the Platform provided by ShoppingJinni to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Platform.
  XXIII. Seller Proceeds shall mean the net amount receivable by the Seller after deduction of the ShoppingJinni Marketplace Fees, Payment Collection Fees, Courier Fees, Fulfilment Centre Charges (if applicable) and other charges (if any) from the Seller Selling Price.
  XXIV. Selling Price shall mean Commercial Price less any discount (if any) offered by ShoppingJinni and being final price of the Product in INR that Buyer pays.
  XXV. Shipment SLA shall mean SLA for dispatch mentioned on each Product page, and it is Sellers responsibility to honor Shipment SLA.
  XXVI. Term shall mean the period starting from the effective date of this Agreement by the Seller till the termination of this Agreement in accordance with Clause 13 provided below.
  XXVII. Territory shall mean the Republic of India.
2. SELLER REGISTRATION
  I. As part of the registration process, Seller state that Seller have completed the registration form and provided other relevant details as required by ShoppingJinni. Seller represent that Seller, in Sellers individual capacity and/or as an authorized representative of the entity (i.e., is eligible to legally bind the said entity) registering as a seller on the Platform, is competent to contract, is at least eighteen (18) years of age, is of sound mind and is not disabled by any Law in India from entering into this Agreement.
  II. Seller also represent that the Seller has provided to ShoppingJinni Sellers information such as name, contact details, email address, account details, PAN No., Sales Tax Registration/declaration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date and shall keep the same updated during the subsistence of this Agreement.
  III. Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Sellers Seller Panel. Seller agree to (a) immediately notify ShoppingJinni of any unauthorized use of Sellers account information or any other breach of security, and (b) ensure to log out from the Seller Panel at the end of each session. ShoppingJinni cannot and will not be liable for any loss or damage arising from Sellers failure to comply with this Section. Seller may be held liable for losses incurred by ShoppingJinni or any other user of, or visitor to, the Platform due to authorized or unauthorized use of Seller Panel as a result of Sellers failure in keeping the Seller Panel and the account information secure, absolute, correct and confidential.
  IV. Seller agrees that as a registered Seller of the Platform, Seller shall not transfer / sell / trade the Seller Panel to any other person or entity.
  V. ShoppingJinni reserves the right to determine the Sellers who may sell on the Platform. ShoppingJinni also reserves the right to suspend access to register Sellers to the Platform and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons thereto. ShoppingJinni also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform
3. PURCHASE AND DELIVERY OF THE PRODUCT
  1. Seller has to delivered 100% genuine products to the buyers and also Seller aslo responsible to provide authentication of the supplied products in terms of Authorised selling letter or to show the Invoices.
  II. Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliance of all applicable laws including but not limited to the Legal Metrology Act.
  III. Seller represent that Seller shall provide accurate Product information on the Seller Panel/Platform. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Platform, Seller agrees to refund any amounts that Seller may have received from the Buyer. All misguidance with the buyer seller will be responsible of any return sales.
  IV. Seller shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Platform. ShoppingJinni shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfilment of orders.
  V. Seller shall not attempt to sell any products falling in the category of product prohibited for sale in India under any law for the time being in force. However ShoppingJinni may from time to time as may be applicable provide for any product not allowed to be sold through ShoppingJinni Platform (Annexure 1) in addition to the category of product prohibited for sale in India under any law for the time being in force. ShoppingJinni shall be entitled to block all such products and shall also have the right to suspend or terminate the Sellers access to the Seller Panel and the Platform and/or terminate this Agreement forthwith.
  VI. When a Buyer elects to purchase a Product through the Platform, ShoppingJinni shall receive the order for the Product on behalf of the Seller only in the capacity of an online marketplace. Seller understands, agrees and acknowledges that ShoppingJinni is an intermediary which facilitates the online transaction of sale of Products between the Seller and Buyer and that there is privity of contract between the Buyer and ShoppingJinni; ShoppingJinni shall be a bipartite transaction between the Seller and Buyer and ShoppingJinni shall not be a party to the same.
  VII. For all orders placed on the Platform, payments shall be collected by ShoppingJinni on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. Seller hereby authorize ShoppingJinni to process, facilitate, collect and remit payments to Seller, (collected either electronically or through cash on delivery), from the Buyers in respect of sale of the Products through the Platform. Seller also agrees and acknowledges that the payment facility provided by ShoppingJinni is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions through the Platform. Further, by providing the payment facility, ShoppingJinni is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform.
  VIII. On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.
  IX. ShoppingJinni shall provide the necessary backend infrastructure for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by ShoppingJinni from time to time and dispatch the Product(s) to the Buyer
  X. Seller shall ensure that the purchased Product is dispatched to the Buyer, within Shipment SLA, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.
  XI. The default fulfilment model provided by ShoppingJinni for the delivery of purchased Products to the Buyers is the ShoppingJinni LMD (Last Mile Delivery) Model as detailed herein below. ShoppingJinni may, at its discretion, introduce other Fulfilment models other than those listed in this Clause, at any time in the future. On introduction of such other Fulfilment models, ShoppingJinni may, at its discretion, offer these options to all or select Sellers. The four (4) models are detailed below for the Sellers information.
    XI.a. Model 1 ShoppingJinni LMD Model - (Default Model) Seller will be responsible for packaging and shipping the right Product and right quantity to the Buyer via courier through ShoppingJinni LMD network. ShoppingJinni will assign Courier partner for each shipments and designated courier partner shall collect the shipments from Sellers pick up centre or warehouses.
    XI.b. Model 2 SEED - In order to expedite collection and dispatch of the Products, a designated Courier Partner shall first collect all such ordered Products in packaged shipments from Seller and consolidate them at a designated premises (consolidation centre) and then the respective Products will be dispatched to the Buyers on behalf of the Seller by the Courier Partners assigned by ShoppingJinni. Seller has to take proof inform of click images for further reference at the time of any issues.
    XI.c. Model 3 Fulfilment Centres Seller may keep the Products in the Fulfilment Centre along with a detailed inventory of the same, Fulfilment Centers shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller or on behalf of the Seller from time to time and in accordance with the directions of the Seller; or
    XI.d. Model 4 Self Shipping- Seller will be responsible for packaging and shipping the Product to the Buyer via any courier service identified and approved by ShoppingJinni.
XII. Seller shall keep ShoppingJinni informed promptly on any information that shall impact the delivery of a Product to the Buyer. Seller has to provide the proof of shipping to the buyer as well as ShoppingJinni. And if the product not sent and lost by seller courier than shopping jinni will not be responsible.
4. NON-DELIVERY OR RETURN OF PRODUCTS.
  I. Non delivery/return of the Product due to fault of the Seller Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Seller, then ShoppingJinni shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay ShoppingJinni and ShoppingJinni shall be entitled to recover from Seller - ShoppingJinni Marketplace Fees, Courier Charges, Payment Collection Fees, Fulfilment Charges (if applicable) and Seller Proceeds (where ShoppingJinni has remitted the Seller Proceeds to the Seller).
  II. Non-delivery/return of the Product due to any other reason Where the Product has not been delivered/ has been returned due to any reason which is not attributable to the Seller, then ShoppingJinni shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product and shall cause the Product to be returned to the Seller. Upon confirmation of return of Product back to Seller in appropriate condition, ShoppingJinni is entitled to recover any proceeds paid to Seller for that Product
  III. Parties agree and acknowledge that ShoppingJinni shall be entitled to recover/adjust any outstanding amount due and payable by Seller to ShoppingJinni under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.
  IV. In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, Seller shall immediately update the Seller Panel / send an email info@shoppingjinni.com or support@shoppingjinni.com to ShoppingJinni informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. In such events, ShoppingJinni at its discretion might cancel such orders and mark them under Seller cancellation and such Seller
  V. Seller hereby agree to accept all Products (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
  VI. The Seller hereby agrees and acknowledges that it shall be liable to pay 50% of the ShoppingJinni Fees due towards ShoppingJinni if the Seller cancels the order within the Shipment SLA and shall be liable to pay 100% ShoppingJinni Fees due towards ShoppingJinni if the Seller cancels the order after Shipment SLA and ShoppingJinni shall be entitled to recover the same from the Seller.
  VII. An amount has been deducted as Cancellation Charges order(s) cancelled by the seller. That amount will be adjusted against your account. Please also note that you are required to keep your late shipments below 4% of the orders and cancellations below 2.5% of the orders to continue selling on Shopping Jinni.
 

 

 Shopping Jinni policy for Cancellation Charges is provided below for your reference: 
 

 

 Cancellation Charge of 2.5% of order value is applicable when:
 

 

 a. Order is cancelled by seller for any reason other than buyer requested cancellation (Only cancellations requested by buyers through Shoppingjinni.com website are considered buyer requested cancellations and will be exempted from Cancellation Charge).
 

 

 b. Order gets cancelled by Shopping Jinni because seller has not shipped the order and confirmed shipment within 48 hours of the last date of Estimated Ship Date. And Seller has to charge that amount from their account.
    Please reach out to Support@shoppingjinni.com or info@shoppingjinni.com in case of any queries.
5. PAYMENT TERMS
  I. Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Platform.
  II. ShoppingJinni shall have the right to amend the ShoppingJinni Fees percentage applicable to any Product as provided in the Commercial Term Segment, with notice of the same to Seller by way of an email and/or a notification on the Seller Panel detailing such modifications/ amendments/ revisions to the ShoppingJinni Fees. It shall be the Sellers responsibility to review the emails / notifications by ShoppingJinni from time to time. Sellers continued use of Seller Panel (including any updated information in Seller Panel, listing of Products, inventory maintenance, etc.) after such modifications/ amendments/ revisions of the ShoppingJinni Fees shall be deemed as acceptance of such modifications/ amendments/ revisions.
  III. ShoppingJinni reserves the right to run promotions and offers including without limitations providing benefits/discounts on the List price to the Buyer on the Platform on various Products. Similarly, Seller may provide a discount / offer on the Products. Notwithstanding the above, the Selling Price of all Products offered on the Platform shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.
  IV. The Selling Price in respect of a Product purchased by a Buyer shall be received in full by ShoppingJinni either through the online system, i.e., the payment gateway offered by ShoppingJinni on the Platform, or by way of cash on delivery.
  V. Seller will be responsible for payment of all applicable taxes including sales tax and VAT.
  VI. Seller agrees and acknowledges that Seller will pay ShoppingJinni, the ShoppingJinni Marketplace Fees, Courier Fees, Payment Collection Fees, Fulfillment Centre Charges, any other fees, and applicable service taxes on it, as provided in Commercial Term Segment, for all the orders received through ShoppingJinni.
  VII. ShoppingJinni shall release the payment of the Seller Proceeds to the Seller within seven to ten days next payment cycle from date of confirmation of delivery of Product to the Buyer, after deducting ShoppingJinni Fees, the Courier Fees, Payment Collection Fees, Fulfilment Centre Charges, Marketplace Fees and any other applicable Fees and applicable taxes, as per the Commercial Term Segment.
  VIII. Seller agrees that ShoppingJinni shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one ransaction, against any payments due to, or from, Seller in other transactions.
  IX. It is stated that all Commercial Terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render ShoppingJinni liable or responsible for the non-delivery of the Products listed on the Platform or for any other reason whatsoever.
  X. In the event, Seller chooses to avail of the Shipment through ShoppingJinni™s enabling courier partners: If both the dead weight and the volumetric weight of the product are less than 3KG, logistics charges of Rs. 45 per 500gram + Service Tax would be applicable on dead weight or volumetric weight, whichever is higher. If the dead weight or volumetric weight of the product is equal to or more than 3KG, surface logistics charges of Rs. 20 per KG + Service Tax would be applicable on dead weight or volumetric weight whichever is higher. In case of reverse pickup, the Seller shall be charged Reverse Logistics charges at the rate of Rs. 60 per 500gram + Service Tax on dead weight or volumetric weight, whichever is higher in case the weight is less than 3 KG and Rs. 30 per KG + Service Tax would be applicable on dead weight or volumetric weight, whichever is higher in case the weight is higher than 3 KG. This will be in addition to the forward logistics charges charged for these orders
6. OBLIGATIONS OF THE SELLER
  I. Seller shall maintain records of all the Products purchased by the Buyers through the Platform, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Platforma Customer service purposes.
  II. During the Term, Seller shall appoint a representative, who shall be ShoppingJinni™ point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.
  III. Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.
  IV. Seller shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
  V. Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to sales tax, VAT etc.
   

6A OBLIGATIONS OF THE SELLER ON MALPRACTICE
  I.a. Seller confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Platform will cause great prejudice and harm to the reputation and goodwill of ShoppingJinni and may also cause harm and prejudice to the Buyers. Seller acknowledges and warrants that Seller shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of ShoppingJinni. ShoppingJinni reserves the right to impose and deduct from the outstanding payments of the Seller without prior consent of the Seller or recover damages from the Seller if the Seller is found to be involved in any malpractice. The Seller acknowledges that ShoppingJinni shall impose, deduct or recover Rs. 10 Crore or annual Marketplace GMV whichever is higher as damages from Seller and terminate the Agreement immediately without assigning any reason if the Seller is found to be involved in any malpractice. ShoppingJinni reserves the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement.
  I.b. Seller undertakes and agrees that product Catalogue listing details in ShoppingJinni portal shall be true, correct, and duly authorized and shall not be misleading, fraudulent, false, unauthorized, and illegal shall not contain any misrepresentation of facts to induce users for ordering for Sellers products listed on ShoppingJinni portal. If the Seller is found to be involved in any such misrepresentation or illegal activity, the Seller acknowledges that ShoppingJinni reserves its right to terminate this Agreement immediately and claim damages to the extent of Rs. 10 Crore apart from making Seller liable for criminal prosecution.
  I.c. Seller undertakes and agrees to dispatch and deliver only that/those products which were ordered by the User on Portal and not to dispatch empty box or any other product of lesser value or any other material which is not ordered. If Seller is found to be involved dispatching or delivering empty box or any other product of lesser value or any other material which is not ordered to the Buyer thereby resulting in loss of reputation or goodwill, the same shall be regarded as gross violation of the terms and conditions of the Agreement and Seller acknowledges that ShoppingJinni reserves its right to take recourse to the legal actions and remedies including but not limited to as contemplated under Clause 6A (I) and 6A (II).
  I.d. Seller undertakes and agrees he shall not collude with a User/s or Buyer for the purpose of consumption of any offer including but not limited to discount, cashback amount through false and fraudulent transaction or represent/pose as User in order to consume any offer including but not limited to discount, cashback offer of ShoppingJinni. Seller further acknowledges he shall not place orders with his own or relative’s account for earning any offer including but not limited to discount, cash back offers. If Seller is found to involved in such activity, the same shall amount to malpractice under this Agreement and the Seller acknowledges that ShoppingJinni reserves its right to take action as contemplated under Clause 6A(I) and 6A(II)
  I.e. Seller undertakes and confirms that it deals only in original, legitimate and genuine Products and in which he owns rights, which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. Seller further undertakes that it shall not sell fake/spurious/non authentic products on the Platform. For the purpose of this Agreement, fake/spurious/non authentic products shall means and include but not limited to the following:-
    I.e.a. If the product received by the User is different from that shown/displayed in the image uploaded on ShoppingJinni™s  site by the Seller
    I.e.b. If the Seller is not authorized to sell a product which may either be branded /non branded
    I.e.c. If a Seller commits a warranty for a product on ShoppingJinni website which it is not authorized to do
    I.e.d. If the Seller interchanges warranties between seller and brand
    I.e.e. If the Seller tampers with Maximum Retail Price (MRP) label of the product, uses outdated packages, makes false representation as to price, date and quality and tampers with any packaging as mandated by Legal Metrology Act and all other applicable laws.
If the Seller is found to be selling fake/spurious/non authentic products, the same shall amount to gross violation under this agreement and the Seller acknowledges that ShoppingJinni reserves its right to take action as ` contemplated under Clause 6A(I) and 6A(II)
  I.f. Seller undertakes and confirms that while listing the inventory of the product, the Seller has physical possession and owns such quantity of product as listed on ShoppingJinni and further undertakes to fulfill the orders placed by the User promptly. In the event of delay in shipment/delivery of products or Seller cancellation of orders due to non-availability of products, the Seller acknowledges that ShoppingJinni reserves its right to take action as contemplated under Clause 6A(I) and 6A(II).
  I.g. Seller acknowledges that ShoppingJinni has the right to cap the maximum quantity of product that the Seller may list in ShoppingJinni website in order to control the maximum number of order Seller can receive and deliver the orders on time.
  I.h. Seller confirms Seller shall not create multiple accounts with ShoppingJinni which may lead to misrepresentation of identity of the account holders of those accounts. Seller may also not create multiple IDs under the category of user wherein the identities of those User accounts do not represent the Seller. Seller is in gross violation of the Agreement if he holds multiple User or Seller accounts.
   

2. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS
  I. Seller agrees that ShoppingJinni™s role is limited to managing the Platform for the display of the Products and other incidental services to facilitate the shopping transactions between Seller and the Buyers. Accordingly, ShoppingJinni is merely an intermediary and the Platform is only a platform/facilitator where the Seller may offer its Products for sale. The contract for sale of any of the Products shall be a strictly bipartite contract between Seller and the Buyer. At no time shall ShoppingJinni have any obligations or liabilities in respect of such contract nor shall ShoppingJinni hold any rights, title or interest in the Products. ShoppingJinni shall not be responsible for any unsatisfactory or delayed performance or any actions or inactions of the Seller including delays as a result of the Products being out of stock.
  II. The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone. As a large market place, ShoppingJinni will extend its value added services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between Seller and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.
  III. Seller hereby agrees to accept all sales return (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
  IV. Seller will offer standard manufacturers or Sellers warranty actually associated with the Products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage. Seller shall be solely responsible to issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer™s complaints will rest solely with Seller at all times.
  V. ShoppingJinni offers Fulfillment Services to its Seller wherein the Seller store their products at ShoppingJinni™s Fulfillment Centres and ShoppingJinni packs and delivers the orders to Customer, provide Customer service and handle returns. The Sellers who are interested in availing ShoppingJinni Fulfilment services shall have to register themselves as detailed in Annexure 3 to this Agreement.
  VI. The Seller undertakes to bear all logistics cost with respect to return/reverse orders and also acknowledges that Reverse Logistics Cost as stated in Commercial Rate Segment
  VII. Seller undertakes to accept all the return shipments irrespective of condition of the shipment and any dispute with respect to the condition of the shipment shall be settled by the Parties only after acceptance of the shipment by Seller. If the shipment is not accepted by Seller, no dispute related to returns shall be entertained by ShoppingJinni.
  VIII. Seller undertakes to provide its signature along with its stamp with receiver Customer™ name /contact number on all return shipments without which courier will not handover any shipment .In absence of such evidence on return shipments, no return shipment query will be entertained.
  IX. Seller undertakes to put return shipment queries with merchant helpdesk only in form of tickets within 72 hours of receiving of shipments failing which such queries of Seller shall not be considered by ShoppingJinni. In case of receipt of damaged product, Seller undertakes to send 360 deg photos within 72 hours of receiving such product to the Support@shoppingjinni.com and Info@shoppingjinni.com.
   

7A The clauses hereinafter shall be applicable on in case of non-LMD merchants
  X. Seller shall mark Orders as shipped only with track-able waybill numbers on courier website. In case any provided waybill is not traceable on courier site or invalid courier name beyond 48 hrs of marking orders as shipped, orders will be refunded to Customer on behalf of the Seller and the Seller shall be notified accordingly. The Seller shall instruct its courier to return the shipment back to origin. No return related query shall be entertained in this case by ShoppingJinni.
  XI. Seller shall deliver the orders in accordance with the time-line framed in the table as shown in point 5 of Commercials Term Segment. Seller confirms and acknowledges that ShoppingJinni reserves its right to refund any order with prior information to the Seller in case of Shipment SLA breach and direct the Courier Partner to return the shipment. In case, the Product is delivered to Customer, the loss of product value shall be to Sellers account.
  XII. In case the buyer cancels his/her order for any reason whatsoever before the delivery of such order, ShoppingJinni will inform Seller to stop the delivery of the said order and Seller undertakes to arrange return/reverse shipment of the said order. Seller undertakes to promptly inform ShoppingJinni about such return/reverse initiation of shipment and ShoppingJinni confirms that ShoppingJinni shall refund such orders on behalf of the Seller to buyer on receipt of return/reverse confirmation from Seller. Seller acknowledges that if Seller delivers such order to the Buyer despite informing ShoppingJinni about return/reverse initiation, Seller shall bear the cost of such order and the loss of product value shall be deducted from Sellers account by ShoppingJinni.
  XIII. Seller shall furnish to ShoppingJinni Proof of Delivery/Dispatch of order within 72 hours of such request by ShoppingJinni. On failure of Seller to provide the same within 72 hours, ShoppingJinni shall refund the order value to the Buyer on behalf of the Seller and Seller acknowledges that Seller shall bear the loss of such order value. ShoppingJinni can request for POD from Sellers maximum after 20 days post-delivery.
  XIV. In case of delivery of order by in person, it is mandatory for the Seller to share Proof of Delivery with ShoppingJinni along with Recipient Signature and Mobile number. For orders above Rs. 5,000, Seller shall share copy of the Customer ID or Unique ID proof number (Like PAN Card, Voter ID, Driving Licence & Adhaar Card), Recipient™s Relation with Customer. In absence of these proofs, no return related query will be entertained by ShoppingJinni
   

3. REPRESENTATIONS AND WARRANTIES
   

The Parties hereby represent and warrant to each other as under:
  I. The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
  II. The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.
  III. The Seller undertakes that, at all times during the Term of this Agreement, it will:
    I.a. abide by the terms and conditions of the Agreement, the ShoppingJinni Policies and the other Platform policies, as may be applicable to the Seller;
    I.b. not offer for sale/sell/deliver any Banned Products or refurbished Products or to which he has not rights to, on the Platform;
    I.c. deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and
    I.d. deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Sellers performance under this Agreement.
  II. The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India.
  III. The Seller has and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.
  IV. The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of ShoppingJinni or make any representations to any Buyer or any third party or give any warranties which are of such a nature that ShoppingJinni may be required to undertake, or be liable for, whether directly or indirectly.
  V. The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Platform, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Platform.
  VI. Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly. The Seller agrees to attend to, and resolve, the Buyers queries with regard to the delivery of the Products and the quantity and quality of the Products within 1 (one) day from the date of receipt of such queries.
  VII. The Seller hereby represents and warrants to ShoppingJinni that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.
  VIII. The Seller shall be responsible for payment of the Sellers own taxes and any taxes/levies/cess applicable on the Products sold through the Platform, and shall indemnify and hold harmless, ShoppingJinni, from any liability in this regard.
  IX. The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third party and shall be solely responsible for any breach or violation of such intellectual property rights, and shall keep ShoppingJinni indemnified against any claim or damage arising out of such breach.
  X. The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Platform and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity and that the Seller grants ShoppingJinni non-exclusive, royalty free and irrevocable rights to use, display, store, reproduce, publish, transmit, cache the said content.
  XI. Seller agrees, acknowledge and understand that:
    XI.a. Seller is using the Platform provided and owned by ShoppingJinni;
    XI.b. The permission granted by ShoppingJinni to use the Platform as an online market place is on a non-exclusive basis;
    XI.c. ShoppingJinni reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Platform at any time;
    XI.d. ShoppingJinni shall have the right to remove the listing of any Product being offered for sale by Seller;
    XI.e ShoppingJinni shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from ShoppingJinni Fees. Seller shall not object to the provision of such discounts given by ShoppingJinni;
    XI.f Any and all data derived as a result of this Agreement will be owned by ShoppingJinni and Seller shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Sellers obligations hereunder; and
    XI.g For the duration of the Term, the Platform shall be maintained by ShoppingJinni. The ownership of the Platform shall vest with ShoppingJinni and ShoppingJinni shall make its best efforts to deal with any technical issues affecting the Platform (such as, for instance, the Platform becoming inoperative. ShoppingJinni does not warrant that the Seller will be able to use the Platform and offer for sale the Sellers Products at all times or locations on the Platform or that the Platform and the services provided through the Platform will be uninterrupted or error-free or that the defects will be corrected by ShoppingJinni.
    XI.h Except as agreed to by the Parties, the data of Buyers will be the exclusive property of ShoppingJinni, and Seller will not use the same for Sellers own purpose or distribute or sale or use such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times.
    XI.i In the event of any breach or delay in the fulfillment of Sellers obligations by Seller, due to any reason, ShoppingJinni shall not be held liable/responsible. ShoppingJinni shall not be liable for the sale of the Products by Seller through the Platform or for any loss incurred by Seller or the Buyer therefrom.
    XI.j The Seller represents that the Seller shall not, at any time, use any intellectual property of ShoppingJinni in any manner without the prior written consent of ShoppingJinni. The Seller also represents that the Seller shall not purchase any ShoppingJinni metatags on the Internet without the prior written consent of ShoppingJinni.
    XI.k Seller agree that Seller will abide by and be bound by the terms and conditions of this Agreement and ShoppingJinni Policies, including any amendments thereto made by ShoppingJinni from time to time which may be made without notice to Seller.
    XI.l The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then ShoppingJinni may initiate civil and/or criminal proceedings against the Seller and ShoppingJinni may, at its sole discretion, suspend, block, restrict, or cancel the Sellers registration on the Platform and /or disqualify / bar the Seller from selling the Products on the Platform
   

2. INTELLECTUAL PROPERTY RIGHTS
  I. Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party. Seller recognizes and confirms that ShoppingJinni has the exclusive right to supervise, allow and reject the contents of the Platform. ShoppingJinni shall not be liable for contents and images shared, uploaded or displayed on the Platform by the Seller regarding the Sellers Products and all consequent liability will be borne by the Seller only.
  II. Seller hereby grants to ShoppingJinni the right to display/delist the Products (as updated or to be updated by Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Platform
  III. Seller hereby authorize ShoppingJinni to use and include Sellers trademarks (as may be provided by Seller from time to time) and Sellers corporate name on the Platform and in any directory or promotional material produced in connection with the promotion of the Platform or the Products offered by Seller on the Platform.
  IV. Seller acknowledges that ShoppingJinni is merely an intermediary with respect to the Products listed on the Platform. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Platform (including availability or sale of counterfeit goods on the Platform), ShoppingJinni may, at its own discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior notice to Seller.
   

3. ANTI BRIBERY AND ANTI CORRUPTION POLICY AND INTERESTED PARTY DISCLOSURE

  I. The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards. The Seller agrees to comply with Anti-Bribery and Anti-Corruption Policy and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with ShoppingJinni or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and ShoppingJinni reserves the right to take all appropriate actions or remedies as may be required under the circumstances. The Seller will provide all possible assistance to ShoppingJinni in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Seller.
  II. Seller represents and warrants that, except as disclosed to ShoppingJinni,
    II.a. No employee, officer, director, or direct or indirect owner of Seller is a government official, political party official or candidate, or an immediate family member of such an official or candidate.
    II.b. None of his family member or direct relative(s) is an existing employee of ShoppingJinni and shall disclose the same in the event such family member or direct relative is an existing employee of ShoppingJinni
   

In the event that during the Term there is a change in the information contained in this paragraph Seller agrees to make immediate disclosure to ShoppingJinni, and in that case, ShoppingJinni reserves the right to immediately terminate this Agreement by written notice.
   

4. INDEMNIFICATION

  I. The Seller agrees and undertakes to indemnify and to hold harmless ShoppingJinni, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorney’s fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Sellers obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation (including law governing information technology, money laundering, data protection and consumer protection); or (iii) any breach by the Seller of any ShoppingJinni Policies or any other policies
  II. Additionally, the Seller shall, at all times and to the complete satisfaction of ShoppingJinni and without demur, at its own expense, indemnify, defend and hold harmless, ShoppingJinni and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against ShoppingJinni or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorney’s fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role, functions, responsibilities as specified herein, or the breach of the Sellers representations and warranties as contained in this Agreement, even after the termination of this Agreement.
   

5. LIMITATION OF LIABILITY

  I. TO THE GREATEST EXTENT PERMISSIBLE UNDER LAW, SHOPPINGJINNI SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS, BUSINESS, REVENUE AND/OR GOODWILL. THE MAXIMUM AGGREGATE LIABILITY OF SHOPPINGJINNI SHALL BE LIMITED TO INR 1,000 (INR ONE THOUSAND ONLY).
   

6.TERM, TERMINATION AND CONSEQUENCES OF TERMINATION

  I. Term: Agreement shall come into force on the Effective Date and shall continue for twelve months unless terminated as per terms of this Agreement.
  II. This Agreement may be terminated by ShoppingJinni, with immediate effect:
    II.a. if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the ShoppingJinni Policies;
    II.b. if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.
  III. ShoppingJinni also has the right to suspend Sellers access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Sellers Products on the Platform) on the occurrence of any of the termination triggers specified in Clause 13.2 above or without any reason.
  IV. Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon thirty (30) day written notice to other Party.
  V. On termination of this Agreement:
    V.a. ShoppingJinni will, with immediate effect, block Sellers access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re-register himself /itself as a Seller on the Platform at any time after such termination, unless ShoppingJinni, in its discretion, permits such re-registration;.
    V.b. Seller shall return to ShoppingJinni all the confidential information of ShoppingJinni and all other properties and materials belonging to ShoppingJinni. Where the confidential information cannot be returned in material form, Seller shall destroy all of ShoppingJinni™s confidential information and shall provide ShoppingJinni with a certificate of destruction with respect to the same
  VI. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
  VII. On the termination of the Agreement, Seller will be entitled to only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Platform, prior to the date of termination of this Agreement. ShoppingJinni shall be entitled to adjust any monies, due from Seller to ShoppingJinni till the date of termination, from the Seller Proceeds payable to Seller on termination.
  VIII. Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
7. GENERAL TERMS
  I. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed by ShoppingJinni. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrators award shall be final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws of India. The courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.
  II. CONFIDENTIALITY: The parties shall not at any time divulge, or allow to be divulged to any person, any Confidential Information unless the said information comes in public domain without breach by either Party however, no party shall be precluded from disclosing any information to the extent required in the legal proceedings. Confidential information would include but not be limited to Buyer details, market information, all work Products and documents related thereto, the contents of the Platform or any other information which is treated as confidential by ShoppingJinni, and any other information, whether oral or in writing, received or to be received by Seller which is agreed to be treated under the same terms, whether expressly or by implication. The obligations under this Clause shall survive the termination of this Agreement
  III. FORCE MAJEURE: No Party shall be liable for failure to perform its obligations due to Force Majeure.
  IV. NOTICES: to be served by email or post to the addresses as stated above.
  V. ASSIGNMENT: Parties shall not have the right to assign this Agreement except assigned to affiliates.
  VI. MODIFICATION: Shall be effective or binding if agreed in writing by authorized representatives.
  VII. EXCLUSIVITY: Seller agrees that Product sold by them will be launched exclusively at ShoppingJinni Platform and shall exclusively available at ShoppingJinni Platform for a period of 3 months from launch of Sellers product. Upon expiry of the period of exclusivity, both the parties may at their sole discretion mutually agree on extension of such exclusivity period. However, if Seller enters into an agreement with other website or platform upon expiry of the exclusivity period, Seller will inform ShoppingJinni 20 (twenty) days in advance before entering into any such arrangement.
  VIII. RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner.
  IX. ENTIRE AGREEMENT: This Agreement, including Annexure and T & C added from time to time, shall constitute entire and final agreement between Seller and One97 with respect to the subject matter covered herein.
  X. SURVIVAL: Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive
  XI. SEVERABILITY: If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the remaining provisions of this Agreement.
  XII. NON WAIVER: No waiver, by either party, of any provision of this Agreement shall, in any event, become effective unless the same is in writing and such waiver shall be effective only in the specific instance described and for the purpose that the waiver is given.
  XIII. RECORDS: Seller agrees that at all times during the term of this Agreement, shall maintain appropriate records relating to transactions covered under this agreement and shall allow One97 to examine, inspect, audit, and review all such records and any source document pertaining to the transaction covered under this Agreement upon written notice to Seller at least five (5) business days prior notice.
  XIV. AMENDMENT: ShoppingJinni may amend the terms and conditions of this Agreement including the Commercial Term Segment and the ShoppingJinni Policies at any time in its sole discretion by intimating Seller by way of notification on the Seller Panel and/or by sending an email to the email ID provided in the Seller Registration Form. It is Sellers responsibility to review amendment notifications from time to time. Seller will be deemed to have accepted such amendments, if Seller continues to access the Platform/Seller Panel after the amendments are notified by ShoppingJinni. If any terms of this agreement conflict with any other document/electronic record, the terms and conditions of this agreement shall prevail, until further change / modifications are notified by ShoppingJinni.
  XV. COMMUNICATION: Seller gives explicitly consent and allows ShoppingJinni to send the messages/ communication on email or mobile from time to time.

Annexure 1

(i) Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; (ii) Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne; Body parts which includes organs or other body parts; (iv) Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam); (v) Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free; (vi) Child pornography which includes pornographic materials involving minors; (vii) Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection; (viii) Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials; (ix) Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software; (x) Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods; (xi) Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms; (xii) Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items; (xiii) Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction; (xiv) Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content; Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles; (xv) Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property; (xvi) Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts; (xvii) Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes; (xviii) Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;(xix) Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals; (xxi) Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner; (xxii) Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances; (xxiii) Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications; (xxiv) Securities, which includes stocks, bonds, or related financial products; (xxv)Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products; (xxvi) Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products; (xxvii) Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments; (xxix) Wholesale currency, which includes discounted currencies or currency, exchanges; (xxx) Live animals; (xxxi) Multi Level marketing collection fees; (xxxii) Matrix sites or sites using a matrix scheme approach; (xxxiii) Work-at-home information; (xxxiv) Drop-shipped merchandise; (xxxv) Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals; and (xxxvi) Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the all laws of India.
 

Commercials Term Segment

ShoppingJinni Fees:
  1. One time Registration Fees: Nil
  2. Listing Fees: Nil
  3. Cataloging Fees: Nil
  4. Packing Material charges: Packing material rate card is as given below.

Size of the Envelop in Inch

Charges per Envelop (All inclusive)
6*7

Rs.2

8*10

Rs.2.5

10*12

Rs.3

12*14

Rs.3

14*17

Rs.5

20*23

Rs.10
5. The Pin Codes detailing the zones wise specification for the purpose of logistics. The time line for Delivery of Products in case of Non-LMD merchants is reproduced herein below:-

METRO TO METRO

WITHIN CITY

WITHIN ZONE

REST OF INDIA

Shipped to delivered (non-surface)

Shipment SLA + 3 days

Shipment SLA + 1 day

Shipment SLA + 3 days

Shipment SLA + 15 days

Shipped to delivered (surface)

Shipment SLA + 7 days

Shipment SLA + 3 days

Shipment SLA + 7 days

Shipment SLA + 15 days
6. ShoppingJinni will provide the services of Warehousing to Merchants. Ownership will remain with the Merchant, Fulfillment Centre will only acts as intermediary to stock the product and fulfil the orders on merchant behalf. During the entire order cycle, inventory ownership never gets transferred to ShoppingJinni. ShoppingJinni will submit the invoices to the Merchants for services provided on account of Fulfilment Centres as prescribed below.

Cost Factors

Units

Description of the cost

Low Product Value

<500 grams

0.5 kg – 3kg

3kg -7kg

7kg-10kg

Product acceptance charges

INR per unit

Cost to accepting inventory, generating GRN and conducting QC

6

10

10

14

20

Storage

INR / Cu ft/ day

Storage cost of Inventory. First 24 hours of inventory storage will be considered free after GRN

0.7

0.7

0.7

0.7

0.7

Order Processing and Packaging

INR per unit

Cost of processing & packaging of orders received on ShoppingJinni portal

5

6

10

16

25

Return handling

INR per unit

Cost of handling return shipments from ShoppingJinni portal

5

5

5

5

5

Logistics cost (cost of transfer between Warehouse & Merchant) (OPTIONAL)

INR per kg per trip

Transfer of Material to and fro between merchant and FC partner

7

7

7

7

7
7.Terms & Conditions:
    1. Low Product Value will cover - Pendrives, CDs, Data / Memory cards, Screen guards / covers
    2. Merchant has the option of registration of Additional Place of Business through FC partner. This service will be charged INR 1800
    3. Packaging material (poly bags & tapes) will be chargeable to the merchant as agreed in merchant contract with ShoppingJinni. All other packaging cost have been included in the above cost by FC
    4. Storage Fee
      1. The storage cost will be charged after 24 hours from GRN
      2. Storage fee will be calculated on FIFO model (First In First Out)
    5. Weight category to be determined as per actual or volumetric weight of the shipment whichever is higher.
    6. All pre delivery returns will be accepted by FC irrespective of the condition and will do QC after that
    7. Above commercials will not be valid for White Goods like Refrigerator, Washing Machine, Television, Microwave etc.

Customer Dispute resolution

Provided herein is the list of the following disputes that may arise during the order fulfilment process for which Merchant will be accountable. Also mentioned some examples of these cases under Description column and have mentioned the Final investigation and Party to be charged

SNO

Customer Issue Bucket

Description

Final Investigation

 Party to be Charged

Penalty amount to be paid to ShoppingJinni

1

Defective Order Received

Eg- Phone not starting

Merchant

As per contract

2

MRP Difference

Eg-MRP difference on the website
and on the product received

MRP of Product dispatch (D)< MRP listed on ShoppingJinni.com (P)

Merchant

As per contract

3

Fake Product received

Eg - Customer has received a fake phone

No investigation required.

Merchant

As per contract

4

Wrong Specifications (not in line as what is mentioned on website)

E.g. – customer received a i5 processor laptop instead of i7
as shown on ShoppingJinni website

No investigation required

Merchant

As per contract

5

Warranty issue

E.g. – customer received a hard-disk with no warranty given
at service center

No investigation required

Merchant

As per contract

Merchant should settle all disputes related to FC operations with FC partner directly. Only payment will be done through ShoppingJinni for utilizing FC services.
Merchant should not get involved in any collusion activity with the FC partner. If merchant is caught indulging in such malpractices, ShoppingJinni may take legal action and levy penalties as mentioned in the contract and deemed suitable by ShoppingJinni.

Damage & Loss Allowance:

ShoppingJinni will be liable for damages and losses only over and above a Damage & Loss Allowance amounting to 0.15% of the aggregate gross value of the goods that have been under the control of the FC partner in the course of providing the services as envisaged in this Agreement.
The Damage & Loss shall be calculated on the basis that only the actual cost as incurred by the merchant due to such Damage or Loss will be payable by the ShoppingJinni. The same will be calculated every month to ascertain the actual damage and loss and reconciliation will be done quarterly.

Insurance

Insurance for all goods kept in FC providers facility or from the time of handover of shipment to the company for all kind of losses including fire and special perils, earthquake, terrorism, burglary, STFI is included except for the following:

    1. Events outside our control or remedy including but not limited to Acts of God, natural disasters (apart from the ones covered above), acts of civil or military authority, government priorities, epidemics, radioactive crisis, quarantine, energy crises, strikes, wars, riots.

Return to Vendor™ Products
Following products will be treated as Return To Vendor™ by FC

    1. All products which are QC rejected before storage by FC
    2. All unsold products for which merchant has requested for return from FC storage
    3. All unsold products stored in FC for 30 days from receiving of the products in FC
    4. All returned products which are QC rejected by FC

All Return to Vendor products has to be mandatorily picked up from FC within 7 days of Return to Vendor intimation to merchant. In case merchant fails to clear the products, these products will be dropped by FC service provider to merchant premises and Logistics cost (cost of transfer between Warehouse & Merchant) will be charged to the merchant.
2. Cancellation, refund and replacement:--

Further in case of order cancellation, refund, replacement of product due to any reason as mentioned in agreement or below mentioned table, Seller shall be liable to pay charges as per the below mentioned table:

Sr. No.

Particulars

Marketplace Fees

 Payment Collection Charges Customer Retention, Charges

1

Damaged/ Defective/ Wrong SKU shipment

To be borne by Seller

To be borne by Seller

10% of Selling Price

2

Refund/ Replacement in case of wrong size, color
issues

To be borne by Seller

To be borne by Seller

NA

3

Post Shipment return upto a period of 30 days from delivery, because of product quality issue

To be borne by Seller

To be borne by Seller

NA
Commercials
Standard Commercials
*Commission given below are exclusive of service tax. Service tax is applicable as extra. These are the standard commissions,
any exceptions/changes will be informed/agreed separately.

The following table shows the categories where referral rates will revise time to time

Category

With effect from 22nd
November 2016

Effective until
21st November 2016

Automotive Accessories

15%

12%

Automotive- Automobiles

2%

2%

Automotive- Other Sub Categories

10%

10%

Automotive- Helmets, Lubricants, parts, Vehicle care

8%

8%

Automotive- Tyres

3%

3%

Accessories-Electronics, PC, Mobile Phone Tablets

8%

8%

Apparel

17%

17%

Apparel Accessories, Inner ware & Sleepwear

13%

13%

Automotive-Others

15%

10%

Baby Products-

5%

5%

Baby-Nursing and Feeding

6%

8%

Bed & Bath Linen

10%

10%

Beauty

5%

5%

Beauty- Fragrance

12%

12%

Business, Industrial & Scientific Supplies

8%

8%

Book

12%

12%

Clock

10%

10%

Consumable Physical gift cards

5%

5%

Cases and Covers

22%

17%

CE Devices (except TV, Camera, Camcorders, Camera Lenses, GPS Devices and Speakers)

7%

4%

Chargers

12%

8%

Data Cables

17%

12%

Desktops

5%

3%

Educational and Non-educational Software

10%

5%

Electronics Warranty

37%

50%

Electronics- Cases/covers/Skins/ Skin Guards

17%

17%

Electronics- Data Cables

12%

12%

Electronics- Devices (Printers & Scanner)

4%

4%

Electronics- Kindle Accessories

20%

20%

Electronics- PC (Laptops, Desktops, Server)

3%

3%

Electronics- Storage Devices

5%

5%

Electronics Devices- Bags & Sleeves

13%

13%

Eyewear

17%

15%

Furniture’s

10%

10%

Fashion Jewellery

18%

18%

Gourmet

5%

5%

Handbags

11%

13%

Health & Personal Care

5%

5%

Home Cushion & Covers

10%

10%

Home- Other (Excluding Small Appliances & Home Improvement )

15%

15%

Home Improvement

15%

15%

HPC Body Support

10%

10%

Indore Lighting

8%

8%

Kitchen

12%

12%

Large Appliances

5%

5%

Lawn & Garden

10%

10%

Luggage

13%

13%

Luxury beauty

12%

12%

Mobile Phone & Tablet

3.5%

3.5%

Movies

5%

5%

Music

5%

5%

Musical Instruments

6%

6%

Non-education Software

5%

5%

Nursing & Feeding

8%

8%

Nutrition

8%

8%

Medical Equipment

8%

8%

Indoor Lighting(except LED)

10%

8%

Laptop Battery

12%

8%

Memory Cards

10%

5%

Modems and Networking Devices

6%

4%

Monitors

3%

8%

Office Product

7%

7%

Pantry

13%

13%

PC Monitor, RAM Motherboards

5%

5%

Pet Food-Dog

7%

5%

Personal Care Appliances

7%

7%

Pet Accessories

10%

10%

Pet Food

5%

5%

Shoes

13%

13%

Sporting Goods

10%

10%

Selfie Sticks

13%

8%

Small Appliances

3%

5%

Toys

8%

8%

USB Flash Drives

8%

5%

Video Game Accessories

7%

5%

Video Game Console

4%

4%

Wallets and Backpacks

15%

13%

Watches

14%

12%