Seller Agreement

THIS AGREEMENT (THE “AGREEMENT”) IS AN ELECTRONIC DOCUMENT IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE IN THE EVENT OF ONLINE ACCEPTANCE. HOWEVER FOR OFFLINE CONTRACT A PHYSICAL SIGNATURE WITH OFFICIAL STAMP IS REQUIRED

 

THE AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN  (Partner Name, Address) AND TOGOFOGO (BOTH TERMS DEFINED BELOW). THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND TOGOFOGO, INCLUDING WITH RESPECT TO THE LISTING, MARKETING, SALE AND DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE (DEFINED BELOW). 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 TOGOFOGO.

 

For the purpose of this Agreement, the (Partner Name) representing itself through its duly appointed authorized signatory only, who has completed Togofogo?s Seller Registration Form as required by Togofogo (hereinafter, referred to as the Seller / You, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART

AND

UPR E-commerce Pvt Ltd., a company incorporated under the Companies Act, 1956, having its corporate office at B-103, DDA Shed,okhla Phase -1 New Delhi-110020 (hereinafter referred to as, “Togofogo” 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) shall constitute the SECOND PART. (Partner Name)  and Togofogo may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.

WHEREAS

  1. 1. Togofogo owns and operates an online market place on the website located at the URL www.Togofogo.com (the “Website”) which acts as an online platform for different sellers to sell their products and for different buyers to access variety of products and to purchase the products offered by sellers;
  2. You being desirous of using the Website as a platform to offer and sell your Products (defined below) to the users of the Website have completed Togofogo?s Seller Registration Form to enroll as a registered seller on the Website; and
  3. 3. As a part of the registration process, Togofogo requires You to agree to the terms and conditions for offering for sale, and selling, the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement.

HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:

1.1Acceptance” shall mean your affirmative action of clicking on the box against the words “I Accept” provided at the end of this Agreement, by which action you clearly accept the terms and conditions of this Agreement.

1.2Agreement” shall mean this Seller Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.

1.3Banned Products” shall mean the products/goods/articles included in the Togofogo Banned Products List, which is hyperlinked to this Agreement.

1.4Buyer” shall mean any user of the Website who purchases any Product of the Seller through the Website.

1.5 “Courier Fees” shall mean the fees payable to Togofogo for availing of the courier services through Togofogo?s Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.

1.6Courier Partner” shall mean the courier companies with whom Togofogo has partnered for couriering / delivering the purchased Products to the Buyers.

1.7Fulfillment Centre” shall mean a building / warehouse, identified by Togofogo to the Seller, at Togofogo?s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.

1.8Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.

1.9Invoice” shall mean the invoice as may be raised by the Seller on the purchase of a Seller?s Product by a Buyer, through the Website.

1.10Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges.

1.11Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.

1.12 “Product(s)” shall mean the product(s), made available by the Seller for sale on the Website.

1.13Seller Panel” shall mean a web page / account on the Website provided by Togofogo to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Website.

1.14Selling Price” shall mean the price of a Product in INR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website.

1.15Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the Togofogo?s Marketing Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.

1.16Togofogo’s Marketing Fees” shall mean a percentage of the Selling Price payable to Togofogo by the Seller on the sale of any Product through the Website. This percentage may vary from Product to Product, as provided in the

Commercial Term Segment.

1.17Togofogo Policies” means the „Anti-Bribery & Anti-Corruption Policy?, „Togofogo Banned Products? List? and „TrustPay Policy?, which are hyperlinked to this Agreement & such other policy (including any amendments thereof) which Togofogo may issue and make applicable on the Seller from time to time including but not limited to Seller Panel Terms of Use and Privacy Policy and the Terms of Use, the Privacy Policy and the Copyright Policy of the Website which are applicable to the Seller.

1.18Term” shall mean the period commencing from the date of acceptance of this Agreement by the Seller up to the termination of this Agreement in accordance with Clause 15 as provided herein below.

1.19Territory” shall mean the Republic of India.

1.20Website” shall mean the website located at the URL „www.Togofogo.com? or such other URL as may be specifically provided by Togofogo.

  1. COMPLETION OF SELLER REGISTRATION

2.1 As a part of the registration process, You state that You have completed the Seller Registration Form and provided other relevant details as required by Togofogo. You represent that You, in your individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under any law in India.

2.2 You also represent that you have provided to Togofogo your information such as name, contact details, email address, account details, PAN No., Service Tax Registration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date.

2.3 You have the option of accepting or declining to accept this Agreement. Please provide Your Acceptance to this Agreement if and only if you are agreeable to the terms and conditions provided herein. On Your Acceptance of this Agreement, Togofogo will send an “Agreement Acceptance Notification,” along with a copy of this Agreement in PDF format, to the email provided in the Seller Registration Form. The Agreement Acceptance Notification will contain a statement requesting You to contact Togofogo within twenty four (24) hours if the acceptance of this Agreement has not been provided by You.

2.4 If You are not agreeable to the terms and conditions of this Agreement, please decline to accept this Agreement by clicking on the appropriate box or not signing it. This will stop the Seller registration process.

2.5 You 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 Your Seller Panel. You agree to (a) immediately notify Togofogo of any unauthorized use of Your account information or any other breach of security, and (b) ensure that You exit from Your Seller Panel at the end of each session. Togofogo cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section. You may be held liable for losses

incurred by Togofogo or any other user of, or visitor to, the Website due to authorized or unauthorized use of Your Seller Panel as a result of Your failure in keeping Your Seller Panel and the account information secure, absolute, correct and confidential.

2.6 You agree that as a registered Seller of the Website, You shall not transfer / sell / trade the Seller Panel to any other person or entity.

2.7 Togofogo reserves the right to determine the Sellers who may sell on the Website. Togofogo also reserves the right to suspend access to registered Sellers to the Website and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. Togofogo also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website.

  1. PURCHASE AND DELIVERY OF THE PRODUCT

3.1 You agree that You will abide by the terms and conditions of this Agreement and Togofogo Policies, including any amendments thereto made by Togofogo from time to time which may be made without notice to You.

3.2 You shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. You shall also be required to provide all 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. These Product listings and details shall be displayed on the Website, along with the Selling Price.

3.3 You represent that You shall provide accurate Product information on the Seller Panel/Website. 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 Website, You agree to refund any amounts that You may have received  for that transaction(s) to Togofogo.

3.4 You 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 Website. Togofogo shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on the part of You to provide updated and accurate Product information. You shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfillment of orders.

3.5 You shall not attempt to sell any products falling in the category of Togofogo Banned Products? List on this Website. Togofogo shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website or terminate this Agreement forthwith.

3.6 When a Buyer elects to purchase a Product through the Website, Togofogo shall receive the order for the Product only in the capacity of an online marketplace.

3.7 For all orders placed on the Website, payments shall be collected by Togofogo on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. You hereby authorize Togofogo to process, facilitate, collect and remit payments to You, (collected either electronically or through cash on delivery), from the Buyers in respect of sale of the Products through the Website. You also agree that, in doing so, Togofogo will be merely acting as your limited agent with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. You also agree that the payment facility provided by Togofogo 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 on the Website. Further, by providing the payment facility, Togofogo is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

3.8 On the Buyer making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, You will be intimated of the same through the Seller Panel.

3.9 Togofogo shall provide the necessary backend infrastructure, like call center, order management system, etc., for capturing the Buyer/order details placed on You. Orders placed by the Buyer will be forwarded to You/reflected in the Seller Panel. You shall package the Product(s) in accordance with the packaging guidelines issued by Togofogo from time to time and dispatch the Product(s) to the Buyer.

3.10 You shall ensure that the purchased Product is dispatched to the Buyer, within  the same day or day after, 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. You shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. You shall be responsible to update the Seller Panel to reflect this development.

3.11 The default delivery model provided by Togofogo for the delivery of purchased Products to the Buyers is the Drop-Ship Model as detailed herein below. Togofogo may, at its discretion, introduce other delivery models listed at in this Clause, at any time in the future. On introduction of such other delivery models, Togofogo may, at its discretion, offer these delivery options to all or select Sellers. All three (3) delivery models are detailed below for the Sellers? information.

  1. Model 1 – Drop-Ship Model - (Default Model) - You will be responsible for packaging and shipping the Product to the Buyer via courier through one of the Courier Partners;
  2. Model 2 - One Ship Model - If You receive several orders from the Website, then in order to expedite collection and dispatch of such Products, a designated Courier Partner shall first collect all such ordered Products from You and consolidate them at a designated premises (consolidation center) and then the respective Products will be dispatched to the Buyers by the Courier Partners identified by Togofogo;

iii. Model 3 - Fulfillment Centre – You may keep the Products in the Fulfillment Centre along with a detailed inventory of the same, Togofogoshall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller from time to time and in accordance with the directions of the Seller; or

  1. Model 4 – Seller Self – You will be responsible for packaging and shipping the Product to the Buyer via any courier service other than the Courier Partners.

3.12 You shall keep Togofogo informed promptly on any information that shall impact the delivery of a Product to the Buyer.

3.13 You confirm and understand that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective,   Products through the Website will cause great prejudice and harm to the reputation and goodwill of Togofogo and may also cause harm and prejudice to the Buyers. You acknowledge and warrant that You shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of Togofogo. Further, if Togofogo receives any complaint from any Buyer or if You sell or deliver wrong, fake, duplicate, spurious, counterfeit, damaged, defective,   Products through the Website then You shall be liable to pay three times the Selling Price of the Product sold, as damages to Togofogo. Togofogo reserves the right to adjust the above amount from any amount accrued to You pursuant to this Agreement.

  1. NON-DELIVERY OR RETURN OF PRODUCTS

4.1 Non Delivery/Return of the Product Due To Fault of the Seller

(a) Where the Product has not been delivered due to any reason/fault attributable to You, then Togofogo shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and You shall be liable to pay Togofogo and Togofogo shall be entitled to recover from You:

(i) Where Togofogo has not remitted the Seller Proceeds to the Seller – Togofogo Marketing Fee, Courier Charges, Payment Collection Fees and Fulfilment Charges (if applicable); and

(ii) Where Togofogo has remitted the Seller Proceeds to the Seller – the Seller Proceeds along with Togofogo Marketing Fee, Courier Charges, Payment Collection Fees and Fulfilment Charges (if applicable).

4.2 Non Delivery/Return of the Product Due to Any Other Reason

(a) Where the Product has not been delivered due to any reason which is not attributable to the Seller, then Togofogo shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product  or shall cause the Product to be returned to the Seller. In such an event the Seller shall be liable to pay Togofogo and Togofogo shall be entitled to recover from the Seller the Togofogo Marketing Fee, Courier Charges, Payment Collection Fees and Fulfillment Charges (if applicable) and any other applicable charges.

4.3 Parties agree and acknowledge that Togofogo shall be entitled to recover/adjust any outstanding amount due and payable by You to Togofogo under this Agreement from any Seller Proceeds payable to You and You undertake not to object to such recovery/adjustment.

4.4 In the event of any default by You to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, You shall immediately update the Seller Panel / send an email to Togofogo informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event.

4.5 You 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.

4.6 You agree that You will abide by the terms and conditions of this Agreement, the Togofogo Policies and all policies made by Togofogo from time to time.

  1. PAYMENT TERMS

5.1 You shall quote the best, lowest and most competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Website.

5.2 Togofogo shall have the right to amend the Togofogo Marketing Fee percentage applicable to each Product category as provided in the Commercial Term Segment, with prior notice of the same to You. Accordingly, Togofogo shall, at least twenty four (24) hours prior to the implementation of the revised Togofogo Marketing Fee percentage for any Product, notify You, by way of an email and/or a notification on the Seller Panel detailing such modifications/amendments/revisions to the Togofogo Marketing Fee. It shall be the Seller?s responsibility to review the emails / notifications sent by Togofogo from time to time. Your continued use of Seller Panel (including any updating any information in Seller Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/revisions of the Togofogo Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions.

5.3 Togofogo reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Products. Similarly, Seller may provide a discount / offer on the Products by lowering the Selling Price. Notwithstanding the above, the Selling Price of all Products offered on the Website 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.

5.4 The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Togofogo either through the online system, i.e., the payment gateway offered by Togofogo on the Website, or by way of cash on delivery.

5.5 You will be responsible for payment of all applicable taxes including sales tax and VAT.

5.6 You agree and acknowledges that You will pay Togofogo, the Togofogo Marketing Fees, Courier Fees and Payment Collection Fees/ Fulfillment Centre Charges and any other fees, as provided in Commercial Term Segment, for all the orders received through Togofogo.

5.7 Togofogo shall release the payment of the Seller Proceeds to You on the following basis, i.e., the Products delivered during the period from 1st to 7th, 8th to 15th, 16th to 23rd day of every month and from 24th day to end of the month. Togofogo shall make the payment by way of account payee cheque / RTGS/ NEFT on the  15th, 23rd, 30th, and 7th of the month respectively, after deducting Togofogo?s Marketing Fee, the Courier Fees,

Payment Collection Fees, Fulfillment Centre Charges and any other applicable fees, as per the Commercial Term Segment.

5.8 You agree that Togofogo shall, at all times, have the right and option to deduct / adjust any payments due to, or from, You in one transaction, against any payments due to, or from, You in other transactions.

5.9 It is stated that all commercial terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and You and the payment facility is merely used by the Buyer and You to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render Togofogo liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever.

  1. OBLIGATIONS OF THE SELLER

6.1 You shall maintain records of all the Products purchased by the Buyers through the Website, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website’s customer service purposes.

6.2 During the Term, You shall appoint a representative, who shall be Togofogo?s point of contact for any and all matters related to this Agreement, including all sales and delivery related matters.

6.3 You 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 7Products delivered.

6.4 You 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.

6.5 All orders placed on the Website are covered under the  100% money back guarantee program. You agree to fulfill the commitments made under the above mentioned program. The said program protects the Buyer against inadequate performance or non-performance by the Seller.

6.6 You shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to sales tax, VAT etc.

  1. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND

CONSUMER RIGHTS

7.1 You agree that Togofogo’s role is limited to managing the Website for the display of the Products and other incidental services to facilitate the transactions between You and the Buyers. Accordingly, Togofogo is merely an intermediary and the Website is only a platform 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 You and the Buyer. At no time shall Togofogo have any obligations or liabilities in respect of such contract nor shall Togofogo hold any rights, title or interest in the Products. Togofogo shall not be responsible for any unsatisfactory or delayed performance of the Seller including delays as a result of the Products being out of stock.

7.2 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, Togofogo will extend its services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between You and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.

7.3 You hereby agree 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.

7.4 You will offer standard manufacturer’s or seller’s 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. You shall 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 You at all times.

  1. REPRESENTATIONS AND WARRANTIES

8.1 The Parties hereby represent and warrant to each other as under:

8.1.1 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

8.1.2 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.

8.2 The Seller undertakes that, at all times during the Term of this Agreement, it will:

8.2.1 abide by the terms and conditions of the Agreement, the Togofogo Policies and the other Website policies, as may be applicable to the Seller;

8.2.2 deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and

8.2.3 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 Seller?s performance under this Agreement.

8.2.4 The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India.

8.2.5 The Seller has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.

8.2.6 The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of Togofogo or make any representations to any Buyer or any third party or give any warranties which are of such a nature that Togofogo may be required to undertake, or be liable for, whether directly or indirectly.

8.6 The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Website, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Website.

8.7 The Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly.

8.8 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.

8.9 The Seller hereby represents and warrants to Togofogo 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.

8.10 The Seller shall be responsible for payment of the Seller’s own taxes and any taxes/levies/cess applicable on the Products sold through the Website, and shall indemnify and hold harmless, Togofogo, from any liability in this regard.

8.11 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 for any breach or violation of such intellectual property rights, it shall be solely responsible.

8.12 The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Website 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.

8.13 You agree, acknowledge and understand that:

8.13.1 You are using the Website provided and owned by Togofogo;

8.13.2 The permission granted by Togofogo to use the Website as an online market place is on a non-exclusive basis;

8.13.3 Togofogo reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Website at any time;

8.13.4 Togofogo shall have the right to remove the listing of any Product being offered for sale by You;

8.13.5 Togofogo shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from Togofogo’s Marketing Fee. You shall not object to the provision of such discounts given by Togofogo;

8.13.6 Any and all data derived as a result of this Agreement will be owned by Togofogo and You shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Your obligations hereunder; and

8.13.7 For the duration of the Term, the Website shall be maintained by Togofogo. The ownership of the Website shall vest with Togofogo and Togofogo shall make its best efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative. Togofogo does not warrant that the Seller will be able to use the Website and offer for sale the Seller’s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Togofogo.

8.14 The Seller represents that the Seller shall not, at any time, use any intellectual property of Togofogo in any manner without the prior written consent of Togofogo. The Seller also represents that the Seller shall not purchase any Togofogo metatags on the Internet without the prior written consent of Togofogo.

8.15 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 Togofogo may initiate civil and/or criminal proceedings against the Seller and Togofogo may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Website and /or disqualify / bar the Seller from selling the Products on the Website.

  1. INTELLECTUAL PROPERTY RIGHTS

9.1 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. You recognize and confirm that Togofogo has the exclusive right to supervise, allow and reject the contents of the Website. Togofogo shall not be liable for contents and images shared, uploaded or displayed on the Website by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only.

9.2 You hereby grant to Togofogo the right to display/delist the Products (as updated or to be updated by You 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 Website.

9.3 You hereby authorize Togofogo to use and include Your trademarks (as may be provided by You from time to time) and Your corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by You on the Website.

9.4 You acknowledge that Togofogo is merely an intermediary with respect to the Products listed on the Website. 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 Website (including availability or sale of counterfeit goods on the Website), Togofogo may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to You.

  1. ANTI BRIBERY AND ANTI CORRUPTION POLICY

10.1 The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.

10.2 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 Togofogo or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and Togofogo reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

10.3 The Seller will provide all possible assistance to Togofogo in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Seller.

  1. LIABILITY

11.1 In the event of any breach or delay in the fulfillment of Your obligations by You, due to any reason, Togofogo shall not be held liable/responsible.

11.2 Togofogo shall not be liable for the sale of the Products by You through the Website or any loss incurred by You or the Buyer therefrom.

  1. CONFIDENTIALITY

12.1 “You agree and have no objection to the Information that Togofogo may have to provide to the concerned government department as per the statute in force.”

 

This is in light of the recent notification by the DVAT department which mandates the E-commerce companies to provide seller wise details of sales to the department

12.2 The Parties acknowledge that during the existence of this Agreement, You will have access to confidential information of Togofogo and its affiliates. You undertake to keep confidential all data and other confidential information supplied to You by Togofogo under this Agreement and shall not sell or otherwise make that information available to any third parties. This Agreement, and the terms thereof, shall be considered to be confidential.

12.3 Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Togofogo, and You will not use the same for Your own purpose or distribute such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of the Website or any other information which is treated as confidential by Togofogo, and any other information, whether oral or in writing, received or to be received by You which is agreed to be treated under the same terms, whether expressly or by implication.

12.4 The obligations under this Clause shall survive the termination of this Agreement.

  1. INDEMNIFICATION

13.1 The Seller agrees and undertakes to indemnify and to hold harmless Togofogo, 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 attorneys? fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller?s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation; or (iii) any breach by the Seller of any Togofogo Policies or any other policies.

13.2 Additionally, the Seller shall, at all times and to the complete satisfaction of Togofogo and without demur, at its own expense, indemnify, defend and hold harmless, Togofogo and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against Togofogo or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys? 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 Seller’s representations and warranties as contained in this Agreement, even after the termination of this Agreement.

  1. ASSIGNMENT

14.1 The rights and obligations under this Agreement shall not be assigned or transferred by You to any third party whomsoever, during the Term of this Agreement.

14.2 Togofogo shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to You.

  1. SUSPENSION AND TERMINATION

15.1 This Agreement may be terminated:

(i) By Togofogo, with immediate effect, if You 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 Togofogo Policies;

(ii) By Togofogo, without any reason, by giving You a prior written notice of seven (7) days; or

(iii) By Togofogo, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against You, or You make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Your assets;

15.2 Togofogo also has the right to suspend Your access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period You shall not be permitted to sell Your Products on the Website) on the occurrence of any of the termination triggers specified in Clause 15.1 above or without any reason as stated in 15.1(ii) above.

  1. CONSEQUENCES OF TERMINATION

16.1 On termination of this Agreement:

16.1.1 Togofogo will, with immediate effect, block Your access to the Seller Panel and/or Website and consequently, You shall not be able to offer any Products to the Buyers thereafter; and

16.1.2 You shall return to Togofogo all the confidential information of Togofogo and all other properties and materials belonging to Togofogo. Where the confidential information cannot be returned in material form, You shall destroy all of Togofogo?s confidential information and shall provide Togofogo with a certificate of destruction with respect to the same.

16.2 A Seller, whose arrangement under this Agreement has been terminated by Togofogo for any reason whatsoever, shall not have the right to re-register himself /itself as a Seller on the Website at any time after such termination, unless Togofogo, in its discretion, permits such re-registration.

16.3 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.

16.4 On the termination of the Agreement, You will be entitled to only the Seller Proceeds which have become due to You on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement. Togofogo shall be entitled to adjust any monies, due from You to Togofogo till the date of termination, from the Seller Proceeds payable to You on termination.

16.5 Without prejudice of 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.

  1. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

17.1 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 Togofogo. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.

17.2 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.

  1. AMENDMENT

18.1 Togofogo may amend the terms and conditions of this Agreement including the Commercial Term Segment and the Togofogo Policies at any time in its sole discretion by intimating You 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 your responsibility to review amendment notifications from time to time. You will be deemed to have accepted such amendments, if you continue to access the Website/Seller Panel after the amendments are notified by Togofogo.

18.2 Togofogo may modify any other policies such as the Terms of Service, the Privacy Policy and the Copyright Policy, at any time at its sole discretion without any notification to You. It is your responsibility to review the same from time to time. You will be deemed to have accepted these Website policies as amended, if You continue to access the Website after the modifications are posted on the Web Site.

  1. MISCELLANEOUS

19.1 If You prefer to route Your Products through Fulfillment Center of Togofogo, as and when this option is made available to You by Togofogo, then the following conditions shall apply :

  1. The Products will be insured by Togofogo against fire, burglary, flood etc.
  2. In case of pilferage and damages (post Quality Check) risk will be borne by Togofogo.
  3. The Product Details for reconciliation would be shared as per Seller requirement every fortnight.
  4. d. The Products lying in the Fulfillment Centre, for which order is not placed by the Buyer, shall be returned to the Seller periodically upon confirmation with Togofogo.

19.2 However, in case of any claim with any insurance company or insurer, the Seller shall fully co-operate with Togofogo and provide all necessary documents as may be requested by Togofogo. However, all claims arising out of the damages, pilferage fire, flood and burglary of the Products, the same shall be subject to the terms and condition of the original insurance cover entered with Togofogo. 19.3 Togofogo shall not be responsible for any damage to the Products except where a Product is damaged in the warehouse under the Fulfillment Centre delivery model. In the event a Product is damaged in the Fulfillment Centre due to any fault solely attributable to Togofogo, then Togofogo shall only be liable to pay You an amount not higher than the actual cost of the Product paid by You to purchase such a Product.

19.4 Similarly, Togofogo shall not be responsible for any non-delivery or delay in delivery of any Products to the Buyer unless the same is due to non-dispatch or delay in dispatch of the Seller?s Products available at the warehouse, under the Fulfillment Centre delivery model.

19.5 Force Majeure: Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to

Acts of the government authorities, acts of God, fire, flood, explosion, riots, war, Rebellion, insurrection, sabotage and non-cooperation of third parties. Provided,

However, that Seller shall give prompt written notice within a period of seven (7) Days from the date of the force majeure occurrence to the Togofogo. You shall use All reasonable efforts to avoid or remove such cause of non-performance and shall Continue performance hereunder whenever such causes of force majeure are Removed.

19.6 Entire Agreement: This Agreement, along with the Commercial Terms Segment And Togofogo Policies shall constitute the full and complete Agreement between The Parties hereto relating to the subject matter thereof. The Parties state that There are no oral statements, representations, warranties, undertakings

or

Agreements between the Parties except as provided herein. This Agreement Supersedes/cancels all prior communications, understandings and agreements Whether written or oral or in electronic form, (such as the Seller Registration Form), between the Parties hereto. 

19.7 Notices: Any notice or other communication to be given hereunder will be in Writing and given by facsimile,  post-paid registered or certified mail return receipt Requested or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is

given. Notice to You shall be issued at the address provided by You in the Seller Registration Form, as amended by You from time to time.

19.8 Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure

or delay on part of any Party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.

19.9 Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other

jurisdiction.

19.10 There are several underlined words and phrases that are hyperlinked to various rules and policies on the Website. You represent that You have read this entire Agreement and the policies hyperlinked herein and made available on the Website. By accepting this Agreement, You hereby accept all the policies hyperlinked to this Agreement and other rules and policies of Togofogo applicable to You.

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