SELLER AGREEMENT

THIS SELLER AGREEMENT IS AN ELECTRONIC RECORD IN THE FORM OF AN

ELECTRONIC CONTRACT FORMED UNDER 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.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND
SNAPDEAL (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 SNAPDEAL,
INCLUDING WITH RESPECT TO THE LISTING, ADVERTISING, EXHIBITING,
MAKING AVAILABLE, MARKETING, SALE AND/OR 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
SNAPDEAL.
For the purpose of this Agreement, the individual or any legal entity (company, soleproprietorship, partnership, HUF etc.) representing itself through its duly appointed
authorized signatory only, who has completed Snapdeals Seller Registration Form as
required by Snapdeal (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
Jasper Infotech Private Limited, a company incorporated under the Companies Act,
1956, having its registered office at Building No- 238, 1st Floor, Okhla Industrial Estate,
Phase-III, New Delhi-110020 with the CIN U72300DL2007PTC168097 (hereinafter
referred to as, Snapdeal which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include all its successors, liquidators, receivers,
and assigns) shall constitute the SECOND PART.

Seller/You and Snapdeal may be referred to as the Party individually and as the
Parties collectively, as the context may require.
WHEREAS
1.

Snapdeal inter alia is in the business of owning and operating an online market
place located at the URL www.snapdeal.com and mobile application under the
name and style Snapdeal (the Website) which acts as an online / electronic
platform in the form of an intermediary, providing e-commerce marketplaces
platforms/technology, internet marketing services, facilitation of payment services,
fulfillment support to third party sellers to offer for sale, sell their products and for
third party buyers to access variety of products and accept to purchase the products
offered by sellers;

2.

You are desirous of using the Website as a platform to exhibit, advertise, make
available, offer and/or sell or distribute your Products (defined below) to the users
of the Website.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND

MUTUAL PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE
PARTIES, INTENDING TO BE LEGALLY BOUND, HERETO AGREE AS
FOLLOWS:
1.

DEFINITIONS

1.1

Acceptance shall mean acceptance of this Agreement directly or indirectly in

electronic form or my means of an electronic record and shall include your
affirmative action of clicking on I Accept/ I Agree or the box against these
words provided at the end of this Agreement or any other manner of acceptance
such as using Seller Panel, start advertising, exhibiting or offering for sale, by
which action you accept the terms and conditions of this Agreement.

1.2

Agreement shall mean this Seller Agreement in its entirety, including all the
annexure attached to or referenced to this Agreement, Snapdeal Policies and any
other document pursuant to this Agreement and shall include any amendment
thereto, from time to time.

1.3

Applicable Laws includes (a) statute, statutory instrument, bye-laws, order,

directive, decree or law (including any common law, judgment, demand, order or

decision of any court, regulator or tribunal); (b) rule, policy, guidance or

recommendation issued by any governmental, statutory or regulatory body.
1.4

Banned Products shall mean the products/goods/articles/services included in

the Snapdeal Banned Products List as provided at the end of this Agreement.

1.5

Buyer shall mean any user of the Website who accepts Sellers offer to sell the
Product and purchases any Product of the Seller through the Website.

1.6

Consents include all consents, licences, authorisations, approvals, permissions,

certificates, permits and any other form of consent (whether statutory, regulatory,
contractual or otherwise).

1.7

Logistic Service Provider shall mean a natural or juristic person that is

approved by Snapdeal for transporting, shipping, temporary storage and
delivering the Products purchased by the Buyers from You on the Website, and
the term Logistics Services shall be construed accordingly.

1.8

Logistic Service Provider Fees shall mean the fees (either in number or as a
percentage of Selling Price) as may be provided from time to time in the
Commercial Term Segment, payable by Seller to Snapdeal for availing of
Logistics Services through Logistic Service Provider.

1.9

Fulfillment Centre (presently termed as Snapdeal Plus / SD Plus, or any

other name) shall mean a building, warehouse or any other establishment,
identified by Snapdeal to the Seller, at Snapdeals discretion, where Seller may
place or deposit their Products, without transfer of any title in such Products, for
dispatch or delivery to the Buyers.

1.10

Fulfillment Centre Charges shall mean the charges (either in number or as a

percentage of Selling Price) as may be provided in the Commercial Term
Segment for availing Fulfillment Center related services.

1.11

Intellectual Property Rights means all rights to patents, designs, copyrights,

trademarks, service marks, database, domain name, moral rights (whether or not
any of those is registered and including applications for registrations of the
foregoing) together with all trade secrets, know-how and all rights or forms of
protection of a similar nature and causes of action for violation, misappropriation
or infringement of any of the foregoing.

1.12

Invoice shall mean a valid retail tax invoice issued by the Seller to the Buyer
for the sale of a Sellers Product to a Buyer through the Website.

1.13

Nodal Bank shall mean the Bank which maintains internal bank account for the
purpose of collection of electronic payments from Buyers and settlement to
Sellers towards products/goods purchased on Website in accordance with RBI
directions for opening and operation of Accounts and settlement of payments for
electronic payment transactions involving intermediaries.

1.14

Packaging Material Charges shall mean the charges (either in number or as a

percentage of Selling Price) as may be provided in the Commercial Term
Segment to safety wrap the Products for the purpose of safe delivery pursuant to
this Agreement.

1.15

Payment Collection Fees shall mean the fees (either in number or as a

percentage of Selling Price) for collection of Selling Price as may be provided in
the Commercial Term Segment.

1.16

Product(s) shall mean the product(s) as exhibited, advertised, made available,

offered by the Seller for sale on the Website.

1.17

Seller Panel shall mean a web page / electronic account of the Seller on the
Website with a unique login id and password for the Seller to exhibit, make
available, offer for sale the Product, and to update the order status, price and
inventory of the Products on the Website.

1.18

Selling Price shall mean the price of a Product in Indian Rupees (INR) at which
such a Product is exhibited, advertised, made available or offered for sale by the
Seller on the Website.

1.19

Seller Proceeds shall mean the net amount receivable by the Seller from
Snapdeal/Nodal Bank after deduction of the Snapdeals Marketing Fees, Payment
Collection Fees, Logistic Service Provider Fees, Fulfillment Centre Charges (if
applicable) and other charges (if any) or any other statutory deduction, levies, or
any amount to cover contractual obligations, from the Selling Price.

1.20

Seller Registration Form shall mean the electronic form available on the
Website (presently at http://sellers.snapdeal.com) that You are required to
complete before registering as a Seller on the Website.

1.21

Snapdeals Marketing Fees shall mean either a fixed number or a percentage

of the Selling Price, payable to Snapdeal by the Seller on the sale of any Product

through the Website. This fixed number or percentage may vary from Product to
Product, as provided in the Commercial Term Segment.
1.22

Snapdeal Policies means various rules and policies on the Website as may be
relevant or applicable to the Seller including the TrustPay Policy
(http://www.snapdeal.com/info/TrustPay),
Terms
of
Use
(http://www.snapdeal.com/info/termsOfUse),
Terms
of
Sale
(http://www.snapdeal.com/info/termsOfSale),
Privacy
Policy
(http://www.snapdeal.com/page/terms), and Seller Panel Policies which are
available on the Seller Panel and other policies - Anti-Bribery & Anti-Corruption
Policy
and
Report
Abuse
and
Take-Down
Policy(http://www.snapdeal.com/page/abusePolicy), to take necessary actions in
response to any listing or content take-down or infringement notice from a third
party and such other policy (including any amendments thereof) which Snapdeal
may issue and make applicable on the Seller. By impliedly or expressly accepting
this Seller Agreement, You also accept and agree to be bound by the aforesaid
Policies and all other policies as updated and provided from time to time. Further,
if the hyperlink is not provided for any policy(s) in this agreement then that
policy(s) may be accessible in the hyperlink created hereinabove for the policies
or on the website.

1.23

Term shall mean the period commencing from the date of this Agreement up to
the termination of this Agreement in accordance with Clause 18 as provided
herein below.

1.24

Territory shall mean the Republic of India.

2.

COMPLETION OF SELLER REGISTRATION AND ACCEPTANCE

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 Snapdeal.
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 Applicable Laws.

2.2

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. Upon Your Acceptance, this Agreement
shall become binding on You. Without prejudice to the binding nature of this
Agreement upon Your Acceptance, Snapdeal may, as an additional electronic

record of this Agreement, send an Agreement Acceptance Notification in

electronic form, along with an electronic copy of this Agreement in PDF or any
other readable and storable format to the email address provided by You in the
Seller Registration Form.
2.3

If You are not agreeable to the terms and conditions of this Agreement, please DO
NOT accept this Agreement and do not use the Website for the purpose of
exhibiting, advertising, making available or offer for sale of the Products. This
will stop the Seller registration process.

2.4

You will be solely responsible for maintaining the safety and confidentiality of
Your log-in, password and details in relation to 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 Snapdeal (to
the Grievance Officer) of any unauthorized use of Your account information or
any other breach of security, and (b) ensure that You exit from Your Seller Panel
account at the end of each session. Snapdeal shall not be liable for any loss or
damage arising from Your failure to keep Your Seller Panel protected from any
unauthorized access, blockage, misuse or any other unauthorized use and You
shall indemnify Snapdeal in accordance with this Agreement for any such
unauthorized use.

2.5

Snapdeal reserves the right to suspend or terminate access to Sellers registered on

the Website and the Seller Panel, at any time and without assigning any reasons
for doing so.

3.

LISTING, SALE AND DELIVERY OF THE PRODUCT

3.1

By exhibiting, advertising or listing any Product on the Website, You agree that
You are making an offer to sell Your Product to the users of the Website and
such offer, upon acceptance by a user, shall be binding on You. The sale,
purchase, return, delivery and other terms of sale shall be further subject to the
Standard Terms of Sale on the Website.

3.2

You shall provide true, complete and correct brand name (if any), identification (if
any), information, images, description and MRP, Selling Price of the Product on
the Website for the purpose of the Products exhibition, advertising, making
available or offer for sale in the appropriate category, which may include 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. You hereby permit, and hereby grant all the rights

and licenses to Snapdeal on worldwide basis to permit, other sellers on the

Website to use Your aforesaid information and materials for advertising,
exhibiting, making available and offering to sell such other sellers products on the
Website. Unless mandated under any Applicable Law, Your aforesaid information
and materials shall not be disabled or deleted from the Website till such time any
seller on the Website is using the same for advertising, exhibiting, making
available and offering to sell such other sellers products on the Website.
3.3

You represent and warranty that the Product description shall not be misleading
and shall describe the actual condition of the Product. If a Product is subject to
expiry date or expiry duration, You shall not offer to sell and sell any such
Product which has passed 75% (seventy five percent) of its expiry duration. If the
Product sold does not match the Product description displayed on the Website,
You shall refund and permit Snapdeal to refund any amounts that You may have
received, or have credit to You, from the Buyer. You represent that you have
obtained all Consents as may be required in order to provide the information and
description of the Products on the Website.

3.4

You shall be solely responsible for ensuring that the Seller Panel is updated and
reflects the real-time availability / non-availability of the Products listed on the
Website. You shall be responsible for claims made by Buyers for inaccurate
Product availability details that are displayed on the Website due to any
negligence / default on Your part to provide updated and accurate Product
information. You shall retain adequate inventory of the Products listed on the
Website for successful and timely fulfillment of orders.

3.5

You may also be required to provide images of the Products and/or images of the
brands/ logos of the Products. You grant Snapdeal a non-exclusive and worldwide
right and license to use the Product description, images of the brands/ logos of the
Products to be used on the Website, and in any marketing and promotion material
of Snapdeal to promote the sale of such Product on the Website, and, if required,
to make technical modifications to the images so as to render them feasible for
uploading on the Website. You represent that you have obtained all Consents as
may be required (including Consents from the owners of the relevant brands
where relevant) in order to grant Snapdeal the aforesaid rights and licenses.

3.6

You shall not attempt to exhibit, advertise, make available or offer for sell or use
any Logistics Services provided by Snapdeal for any Products falling in the
category of Snapdeal Banned Products List on this Website. Snapdeal shall be
entitled to block or disable access of all such products and shall also have the right
to suspend or terminate the Sellers access to the Seller Panel and the Website or

terminate this Agreement forthwith. You agree and acknowledge that Snapdeal is
not under any obligation or duty to verify or monitor any listing or content You
provide or make available on the Website. You shall be the originator of all such
listings or content and all the data and information contained therein, and
Snapdeal shall be an intermediary for the purpose of such listings or content and
all the data and information contained therein.
3.7

On the Buyer selecting to purchase the Products (i.e. ordering) exhibited,

advertised, made available or offered to sell by You on the Website and either
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 an electronic notification on the Seller Panel along with the details of the
Buyer as provided by Buyer on the Website. You shall forthwith ensure that the
Product(s) so ordered as duly and safely packed in accordance with Applicable
Laws and shall immediately fulfill and complete the order of the Buyer.

3.8

You shall ensure that the Product as ordered by the Buyer is dispatched to the
Buyer within such time period which Snapdeal may prescribe from time to time,
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 and
send a corresponding Invoice along with the Product.

3.9

You will have various Delivery Models for delivery of purchased Products to the
Buyers. Snapdeal may, at its discretion, remove on or more Delivery Models or
introduce other Delivery Models at any time in the future. On introduction of
such other delivery models, Snapdeal may, at its discretion, offer these delivery
options to all or select Sellers. The default delivery model will be Dropship model
for the delivery of the Product. You agree that, when You elect to deliver Your
Products through the Delivery Models provided by Snapdeal, the Products shall
considered to be delivered when actually delivered to the Buyer. The risk of any
damage, loss or deterioration of the Products during the course or delivery or
during transit shall be on the Seller and not on Snapdeal, its third parties or on the
Buyer. You represent and warrant that the Products being delivered under the
Delivery Models not faulty and are exactly those Products which are listed and
advertised by You on the Website and purchased by the Buyer and meet all
descriptions and specifications as provided on the Website.

3.10

You agree and acknowledge that exhibiting, advertising, making available or

offering for sale, using Logistics Services, actual sale of and delivering illegal,
infringing, fake, duplicate, spurious, counterfeit, refurbished, Selling expired

FMCG products or previously owned Products or Products meant not for sale
through the Website is prohibited and inter alia will cause great prejudice and
harm to the reputation and goodwill of Snapdeal, and may also cause harm and
prejudice to the Buyers and You shall not engage or attempt to engage in such
activities. Further, if Snapdeal receives any complaint from any Buyer, or any
third party or if You are found exhibiting, advertising, making available or
offering for sale, using Logistics Services, selling or delivering illegal, infringing,
fake, duplicate, spurious, counterfeit, refurbished or previously owned Products or
Products meant not for sale or attempting to undertake the above through the
Website, then, without prejudice to Snapdeals other rights and remedies, You
shall be liable to pay such amount to Snapdeal in accordance with Product
Return Policy and Prohibited Seller Activities and Consequences Policy.
You agree that this liability will not be treated as penalty and Snapdeal shall have
all other legal rights and remedies under this Agreement and Applicable Laws.
Snapdeal reserves the right to adjust or off set the above amount from any amount
accrued or due to You or is required to be remitted to You pursuant to this
Agreement.
3.11

Snapdeal reserves the right to demand any document related to Products listed by
You including documents required for the verification of Product genuineness.

3.12

You shall not submit any incorrect, incomplete, misleading or fake documents
like invoices, brand authorisation certificate or any other document called for by
Snapdeal, or re-register with another name in the event of getting delisting from
the Website.

3.13

You hereby agree and acknowledge that any Product sold by You to Buyer may
be refused to be accepted or taken delivery by the Buyer. You agree to accept the
return of such Products whether ordered on cash on delivery mode or any other
mode of payment. In case of rejection or non-acceptance of the Product by the
Buyer, Snapdeal shall refund to the Buyer the Selling Price paid by the Buyer and
Seller shall be liable to pay the charges in accordance with Commercial Term
Segment.

3.14

In case of return or rejection of Products or Products getting damaged during the

handling or warehousing of them and where Snapdeal is liable or otherwise agree
to pay You the cost or Selling Price of such Products as per the TrustPay Policy or
any other policy for the time being, then You agree and permit that Snapdeal or
any liquidator/ auctioneer appointed by Snapdeal may, either itself or through any
third party, liquidate/sell or repair/recondition/refurbish those Products to recover
the losses incurred or payments made to You. If Snapdeal has recovered the loss

or payments made to You herein from the Logistic Service Provider or any third
party under the respective service arrangement, then You permit such Logistic
Service Provider or third party to liquidate/sell such Products to recover their
losses or payments made to Snapdeal. Without prejudice to all our rights and
available remedies for Your fault or breach under this Agreement, You relinquish
Your rights with respect to the Products liquidated pursuant to this clause.
Further, You agree to ensure compliance of Applicable Laws including tax
matters & movement documentation with respect to such returned or rejected
Products till those Products are brought into the liquidation place. You agree and
permit Snapdeal, its third parties or Logistics Service Provider to transfer the title
in the Products and other collateral and benefits thereto (viz., warranties etc.) in
the same manner as You would have transferred to the Buyer. Snapdeal states that
any such sale or liquidation by Snapdeal shall be on wholesale basis or businessto-business basis.
3.15

For the purpose of marketing or promoting the Website and other services,
Snapdeal may run various promotional offers from time to time to the Buyers or
otherwise on the Website or in relation to the Website.

3.16

All commercial / contractual terms such as selling price of the Product, dispatch,
delivery of the Products, warranties, etc., are bipartite contracts between the
Buyer and You. Snapdeal and/or the Website are in the role of intermediaries in
all such transactions. 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 Snapdeal liable or responsible for
the non-delivery of the Products listed on the Website or for any other reason
whatsoever.

4.

ELECTRONIC COMMUNICATION
When You use the Website or send emails or other data, information or
communication to Snapdeal, You agree and understand that You are
communicating with Snapdeal through electronic records and You consent to
receive communications via electronic records from Snapdeal periodically and as
and when required. Snapdeal will communicate with You by email or by notices on
Seller Panel or electronic records on the Website which will be deemed adequate
service of notice / electronic record. To the maximum extent permitted under any
applicable law, You hereby waive all your rights to challenge the service of
documents under any and all legal proceedings if the document is served on your
designated electronic address including Seller Panel in terms of Information
Technology Act, 2000.

5.

COMMERCIALS

5.1

You will pay Snapdeal, the Snapdeal Marketing Fees, Logistic Service Provider
Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees
and applicable taxes (as applicable), as provided in Commercial Term Segment,
for all the orders for purchase of Products by the Buyer and received by You
through Website. Snapdeal will issue necessary invoice(s) to You for the
aforesaid fee and charges.

5.2

Snapdeal shall have the right to amend the fee (as provided in Clause 5.1 above)
applicable to each Product category and/or add or introduce any new fee or
charges and/or the Payment Cycle as provided in the Commercial Term Segment
with a prior notice to You. Accordingly, prior to the implementation of the revised
fee (as provided in Clause 5.1 above) or new fee or Payment Cycle for any
Product, Snapdeal shall notify You, by way of an email and/or a notification on
the Seller Panel detailing such additions/modifications/ amendments/ revisions to
the fee or Payment Cycle. It shall be the Sellers responsibility to read the emails /
notifications sent by Snapdeal from time to time. Your use of Seller Panel
(including any updating any information in Seller Panel, listing of Products,
inventory maintenance, etc.) after additions/modifications/ amendments/ revisions
of the fee (as provided in Clause 5.1 above) or Payment Cycle shall be deemed as
acceptance of such additions/modifications/ amendments/ revisions.

5.3

For all orders placed on the Website, the Selling Price shall be collected by
Snapdeal/ Nodal Bank for the Seller in the mode as selected by the Buyer while
placing the order (i.e., payment gateway or cash on delivery or gift vouchers or
any pre-paid payment instruments or payment systems). You hereby authorize
Snapdeal or its third party service providers including the Nodal Bank or
Logistics Service Provider to process, facilitate, collect and remit Seller Proceeds
to You into a bank account designated by you (Designated Account). The
Designated Account shall be in Your name and shall be opened and operated in
accordance with all Applicable Laws, and You further represent and warrant that
Your know your customer (KYC) details with such Designated Account shall
always be true and current. You also agree that, in doing so, Snapdeal will be
merely acting as intermediary 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 Snapdeal 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 other permitted payment systems or cash on delivery, for the
transactions on the Website. Further, by providing the payment facility, Snapdeal
is neither acting as an agent, nor a trustee and nor acting in a fiduciary capacity
with respect to any transaction on the Website.
5.4

Snapdeal shall, and You hereby authorize Snapdeal to, make the payment of the
Seller Proceeds to You after deducting Snapdeals Marketing Fee, Logistic
Service Provider Fees, Payment Collection Fees, Fulfillment Centre Charges and
any other applicable fees as per the Commercial Term Segment. The fee and
charges in the preceding paras may be for services provided by third party service
providers of Snapdeal and Snapdeal merely deducting one or more of such third
party related fee and charges shall not be deemed to be providing the
corresponding services to You. You shall be liable or responsible for bank charges
or other costs incurred on account of incomplete or inaccurate information
provided by You with respect to your Designated Account. In absence of any
Seller Proceeds or in the event Seller Proceeds are not sufficient for Snapdeal to
deduct and recover the aforesaid fee and charges, You shall promptly pay such fee
and charges upon receipt of the invoice for the same from Snapdeal.

5.5

Snapdeal shall, at all times, have the right and option to deduct / adjust / off-set
any payments due to, or from, You in one sale transaction against any payments
due from, or to, You in other sale transactions including recovery/ adjustment/
off-set of any outstanding amount due and payable by You to Snapdeal from any
Seller Proceeds payable to You and You authorize Snapdeal to such recovery,
deduction, off-set or adjustment.

5.6

Unless stated otherwise, any and all fees or charges payable by You pursuant to
this Agreement are exclusive of applicable taxes, and You agree to pay any taxes
that are imposed and payable on such payments.

5.7

Snapdeal has the option to obtain an order for lower or NIL withholding tax from
the applicable statutory authorities under Applicable Law. In case Snapdeal
successfully procures such an order, it will communicate the same to You. In that
case, the amounts retained shall be in accordance with the directions contained in
the order as in force at the point in time when tax is required to be deducted at the
source. Where You have deducted the taxes, You will promptly issue an
appropriate tax withholding certificate for such an amount to Snapdeal.

6.

OBLIGATIONS OF THE SELLER

6.1

You shall create and maintain all records of all the Products listed on the Website
and also for those purchased by the Buyers through the Website, including all
taxes, returns, refunds, etc., as may be required for various purposes including
regulatory compliances and for the Websites Buyers service purposes.

6.2

You may appoint a representative, who shall be Snapdeals point of contact for
any and all matters related to this Agreement, including all listings, sales and
delivery related matters, and shall be authorized by You to communicate with
Snapdeal regarding Your use of the Website / Seller Panel, and all transactions
between You and the Buyer.

6.3

You shall be solely responsible and liable for any complaints and queries of
Buyers with respect to the Products, its details and specifications, selling price of
the Products, warranty terms, delayed delivery or non-delivery of the Products
purchased or any complaints with respect to the quality or quantity of the Products
delivered.

6.4

You shall be solely responsible for making and delivering on 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 TrustPay Policy which
can be accessed from http://www.snapdeal.com/info/TrustPay program as
displayed on Website and as may be amended from time to time. You shall use
the Website and hereby agree and undertake that the transaction with the Buyer is
subject to and shall be in full compliance with this TrustPay Policy.

6.6

Buyers will have the option of providing Product / Seller reviews and rating of
Sellers from whom they have purchased any Products using the Website.
Snapdeal has the right (but not the obligation) to publish all such ratings and
information received from the Buyer regarding the Product / Seller on the
Website. Snapdeal is not obliged to monitor or modify any such ratings or
reviews. You confirm that you will not indulge in any unethical activity to
manipulate, directly or indirectly, the information that can affect your rating. You
further acknowledge that such ratings and reviews are the opinions of Buyers and
Snapdeal is not responsible for such ratings and reviews.

6.7

You agree that Snapdeal takes no responsibility and assumes no liability for any
content posted, stored or uploaded by You, Buyer or any third party, or for any

loss or damage thereto, nor is Snapdeal liable for any mistakes, defamation,
slander, feedback, libel, omissions, falsehoods, obscenity, you may encounter.
Snapdeal is not liable for any statements, representations or content provided by
its users in any public forum, personal home page or other interactive area.
7.

TAX MATTERS

7.1

You will be responsible for the invoicing, collection and payment of any and all
of taxes applicable on the Product sold thorough the Website together with the
filing of all relevant returns and compliance required under VAT/CST/Entry Tax,
Cess / Local Business Tax, Service Tax, Excise, GST, Customs or any other tax
applicable on the Product listed and sold by You and applicable on You according
to the Central / State / Local / Municipal Applicable Laws.

7.2

You will be solely responsible to charge correct rate of applicable taxes. You shall
discharge Your obligations with respect to these taxes under Applicable Laws
including valuation, MRP and classification of Product listed by You on Snapdeal
and for any liability arising out of Your failure to comply with these obligations
You shall be liable to indemnify Snapdeal and other persons in accordance with
this Agreement. You will issue VAT/CST invoice/credit memos as applicable
including immediate correction, in case any discrepancies or errors are observed
in terms of the mandatory statutory requirement prescribed under Applicable
Laws. You will be solely responsible for preparing, making and filing any tax
return/audit report, statutory reports and other filings and responding to any tax or
financial audits of Your Products including those stored at the Fulfillment Centre.

7.3

You will be responsible to obtain and maintain all valid Consents including but
not limited to VAT / CST / Entry Tax / LBT / Cess, Luxury Tax, Entertainment
Tax, Customs duty etc. applicable on Your business or transactions and at no
point of time You will accept the delivery of any order in case the Consent or any
tax registration number is cancelled by the revenue authorities. You will be
responsible to provide immediate request of de-activation of Your registration in
Snapdeal database in case of any change of ownership, restructuring or cessation
of business by You.

7.4

In case of instruction from any statutory authority or in the interest of tax

compliances, Snapdeal may ask and You agree to promptly provide Snapdeal
requisite evidence of Your discharge of obligations relating to taxes and in case of
Your failure to duly deposit and / or comply with tax obligations, Snapdeal shall
have the right to immediately de-activate Your account and/or utilize Seller
Proceeds for discharging statutory obligations arising due to Your failure.

7.5

If Snapdeal is required by Applicable Law to collect any taxes from You, You
will immediately pay such taxes to Snapdeal and Snapdeal shall have the right to
deduct or recover the same from the Seller Proceeds.

7.6

If for any reason, any income tax or withholding tax or any statutory dues or taxes
are instructed by any statutory authority to be deducted and deposited on any
payments or remittances to You including Seller Proceeds or Selling Price,
Snapdeal will have the right to deduct and deposit any such applicable taxes with
the appropriate statutory authority and the remit the balance amount to You. No
claim in respect of such taxes deposited would be made by You against Snapdeal.

7.7

You undertake that all information provided by You in relation to Your above
obligations including various registration / Consents are true, accurate and current
and You will immediately update any such information in case of any changes.
Snapdeal reserves the right to request additional information and to confirm the
validity of any of Your account information (including without limitation
VAT/CST/Entry Tax related registration number) from You or Government
authorities and agencies as permitted by Applicable Laws and You hereby
irrevocably authorize Snapdeal to request and obtain such information from such
Government authorities and agencies. Further, You agree to provide any such
information to Snapdeal immediately upon request. Snapdeal reserves the right to
charge You any applicable unbilled VAT if You provide a VAT/CST/Service Tax
registration number, or evidence of being in business, that is determined to be
invalid. VAT/CST registered sellers and sellers who provide evidence of being in
business agree to accept electronic VAT/CST/Service Tax invoices in a format
and method of delivery as determined by Snapdeal in compliance with Applicable
Law.

7.8

In the event You agree to register yourself for Fulfillment Centre facility provided
by third party service provider, wholly or partly as Your additional place of
business from VAT/CST/Entry Tax regulations perspective, Snapdeal agrees to
arrange a no objection certificate from third party service provider as required to
enable You to register Your site in Fulfillment Centre as Your additional place of
business. You shall indemnify and keep indemnified Snapdeal, its affiliates and
third party service provider and their respective directors, officers, employees,
contracts and agents, against any taxes, duties, penalties, interest, losses, damages,
liabilities, costs, expenses, claims, orders, judgments and consequences arising
from investigation or enquiry by the tax or government authorities due to any
reason. In the event, Your Products at Fulfillment Centre are seized by the tax or

any statutory authorities at any point of time for any reason, the responsibility for
undertaking the release, and bearing the costs of the release, would be solely on
You. You further represent and warrant that You will not register Fulfillment
Centre as Your principal place of business in any of the states but only as an
additional place of business. You shall be solely responsible for collecting any
statutory form / entry tax or local tax related compliance if required by You for
inter-state movement of goods owned by You at all point of time till the delivery
to the Buyer for his/her consumption. The risk of any damage, loss or
deterioration of the Products deposited in the Fulfillment Centre shall be on the
Seller and not on Snapdeal, its third parties (including Fulfillment Centre service
provider) on the Buyer. You represent and warrant that the Products being
delivered to Fulfillment Centre are not faulty and are exactly those Products
which are listed and advertised by You on the Website and purchased by the
Buyer and meet all descriptions and specifications as provided on the Website.
7.9

In addition to other indemnification obligations in this Agreement, You agree to

indemnify, defend and hold harmless Snapdeal, its affiliates and its respective
officers, directors, employees, contractors , representatives and agents against:
a) Any of Your taxes or the collection, payment or failure to collect or pay due
taxes / Forms by You on transactions carried out by you on Website or
through the Fulfillment Centre facility.
b) Road permits / Way-bill / Forms, if required by the Logistic Service Provider
or any other related third party for the entry/exit of goods to/from the State in
which You are conducting Your business by using Snapdeal Website/ facility
and the same will be provided by You at your own expense.

7.10

Notwithstanding anything else contained herein, if subsequent to the date of

signing of this Agreement or activation of Seller Panel, any new or additional
taxes and similar levies in nature and any increased in the direct cost resulting
from future legislation or interpretation of existing or future legislation, including
and not limited to, VAT/CST, GST, R&D cess, works contract tax, services tax,
excise, LBT, entry taxes, Customs duty etc. are imposed by Government/s or the
concerned authorities which You are bound to pay in respect of the payments
received by You in pursuance of the sale of Products or services rendered by You
to Buyers on Website, then such new/additional taxes/levies will be borne by
You. Additionally, the implementation of any upward / downward change in the
rates of the existing taxes/levies shall be Your sole responsibility.

7.11

You agree that any non-compliance of taxes matters under this clause may cause
prejudice or harm to the reputation and goodwill of Snapdeal. If Snapdeal is
informed or aware about any such non-compliance then without prejudice to
Snapdeals other rights and remedies under Applicable Laws, this Agreement or
equity, Snapdeal shall be entitled to withhold any amount accrued to You
pursuant to this Agreement including any Seller Proceeds. Snapdeal shall also be
entitled to off-set or withhold remittances of an amount which in its reasonable
estimation is required to safeguard its interests or comply with statutory directions
/ instructions or to cover losses, damages, liabilities, penalties or claims and for
such purpose You hereby authorize Snapdeal to give instructions to the Nodal
Bank to release the corresponding payments to Snapdeal or to any relevant third
party.

8.

TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND

BUYERS RIGHTS

8.1

You agree that Snapdeals role is that of an intermediary in the form of an online
marketplace and is limited to managing the Website to permit You to exhibit,
advertise, display, make available and offer to sell the Products and other
incidental services to facilitate the transactions between You and the Buyers.
Accordingly, the contract for sale of any of the Products shall be a bipartite
contract between You and the Buyer. At no time shall Snapdeal have any
obligations or liabilities in respect of such contract nor shall Snapdeal hold any
title in the Products. The title in the Products and other rights and interest in the
Products shall directly pass on the Buyer from the Seller in accordance with the
terms of this Agreement.

8.2

The ownership (i.e. title) and risk in the Product purchased will get transferred
from the Seller to the Buyer free of any lien, charge, encumbrance or any third
party interest after successful delivery of such Product at the delivery address
provided by the Buyer on the Website at the time of ordering, and until such time
the ownership and risk in the Products shall vest with the Seller alone. As a
market place, Snapdeal will extend its services to Sellers by giving mandates to
Logistic Service Providers 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.

8.3

You will offer standard manufacturers or sellers warranty actually associated

with the Products. Further, in the event You are not the manufacturer of the
Products, You will pass on the warranties provided by the original equipment

manufacturer / original manufacturer of the Products to the Buyer at the time of

sale of the Products. You agree that the options of repair, replacement or 100%
(one hundred percent) refund of Selling Price will be provided by You to the
Buyer in the event of any manufacturing defect or damage in relation to the
Product. You shall issue a suitable, duly stamped, manufacturers 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 Buyers complaints will rest solely with You at all times.
8.4

The bi-partite relationship between You and the Buyer for any transaction
between You and the Buyer on or through the Website shall be further subject to
the Standard Terms of Sale.

8.5

During the course of Your dealing with the Buyer on or through the Website, You
may receive or be provided certain personally identifiable information or sensitive
personal information of the Buyer. You shall keep such information strictly
confidential and shall not disclose or reveal such information to any third party. In
addition to the above confidentiality and non-disclosure obligation, You shall
ensure that Your dealing with Buyers information shall not lead to Snapdeals
breach of the Privacy Policy with respect to such Buyers information.

9.

AUDIT
Snapdeal shall have the right to inspect and audit Your records and premises /
place of business through itself or through Snapdeal approved third party in case
the same is required to ensure Snapdeal compliance of Applicable Laws or any
statutory obligations / instructions.

10.

REPRESENTATIONS AND WARRANTIES

10.1

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

10.1.1 The Parties have all requisite power, authority and competency 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
10.1.2 The execution and performance of this Agreement by either Party does not
and will not violate any provision of any existing contract or Applicable
Law.

10.2

In addition, the Seller represents, undertakes and warrants that, at all times during
the Term of this Agreement, it will:
10.2.1 deal honestly, fairly, and in good faith with both Buyer and Snapdeal;
10.2.2 not exhibit, advertise, make available, offer for sale, sell or deliver any
Banned Products or counterfeit or fake products on the Website;
10.2.3 not to claim or represent any refurbished products or second hand products
as new or un-used, as the case may be;
10.2.4 deliver the Products to the Buyers in a timely manner consistent with the
terms of this Agreement;
10.2.5 exhibit, advertise, make available, offer, sale, deliver the Products in
accordance with all Applicable Laws;
10.2.6 comply with all Applicable Laws in the performance of this Agreement;
10.2.7 procure and shall maintain all Consents required for exhibiting,
advertising, making available, offering, selling, delivering the Products;
10.2.8 attend to, and resolve, the Buyers queries with regard to the delivery of
the Products and the quantity and quality of the Products immediately
from the date of receipt of such query;
10.2.9 ensure that every Product exhibited, advertised, made available, offered or
sold on the platform is manufactured / imported in compliance with the
Applicable Laws;
10.2.10 ensure that the Selling Price of all the Products offered on the Website
shall be either equal to, or less than, the Maximum Retail Price (MRP) of
that Product, as may be determined in accordance with Applicable Laws.
The MRP, along with other statutory declarations, shall be mentioned on
each Product and/or on its packaging in accordance with Applicable Laws.
You confirm that selling and delivering Products above MRP or any type
of misrepresenting related to MRP, discounts etc. or indulging in any other
unlawful/ unethical practice through the Website will cause great prejudice
and harm to the reputation and goodwill of Snapdeal and in case of any
such complaint, You shall be liable to pay or compensate such amount to
Snapdeal in accordance with Prohibited Seller Activities and

Consequences Policy. You agree that this liability will not be treated as
penalty and Snapdeal shall have all other legal and contractual rights and
remedies under this Agreement and Applicable Laws. In addition to this,
Your Products will be immediately delisted from Snapdeal and all Your
rights will be revoked;
10.2.11 not re-register with another name in the event of delisting due to any
reason pursuant to this Agreement.
10.3

The Seller hereby declares and represents that it deals only in original, new and
unused, legitimate and genuine Products which are either self-manufactured
and/or procured from legitimate channels or wherever required Seller has
authority to deal in / sell such Products and in compliance with Applicable Laws.
Where the Seller deals in refurbished or second-hand products, the Seller shall not
list or advertise the Products on the Website stating these are new or unused.

10.4

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. All such
content and information shall be in compliance with Applicable Laws as well as
Snapdeals Website Terms of Use, Terms of Sale and Privacy Policy.

10.5

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

10.6

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,
or is infringing any third partys intellectual property rights, then Snapdeal may
initiate civil and/or criminal proceedings against the Seller and Snapdeal may, at
its sole discretion, suspend, block, restrict, or cancel the Sellers registration on
the Website and /or disqualify / bar the Seller from selling the Products on the
Website.

11.

DISCLAIMER
THE WEBSITE, SELLER PANEL AND THE SERVICES INCLUDING THIRD
PARTY SERVICES, ALL CONTENT, FUNCTIONS, SOFTWARE,

MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN

CONNECTION WITH THE SERVICES ARE PROVIDED ON "AS-IS" BASIS
WITHOUT WARRANTY OF ANY KIND, EXPRESS,
IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES
OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING,
SNAPDEAL MAKES NO WARRANTY THAT (I) THE WEBSITE, SELLER
PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME
WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE,
SELLER PANEL OR ANY THIRD PARTY SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE,
SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO
THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE
QUALITY OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY
SERVICES IN RELATION TO THE SAME WILL MEET YOUR
EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE,
SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO
THE SAME WILL BE CORRECTED. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SNAPDEAL,
THE THIRD PARTY SERVICE PROVIDERS OR THROUGH THE WEBSITE
/ SELLER PANEL SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE TERMS OF USE.
12.

INTELLECTUAL PROPERTY RIGHTS

12.1

Both Parties agree that all intellectual property, including any brands/logos,
trademarks, etc., belonging to each Party are the exclusive property of the
respective Party and, except as provided in this Agreement or permitted under
Applicable Laws, cannot in any circumstances be used, or copied, or altered in
any manner. Further, except as provided in this Agreement or permitted under
Applicable Laws, neither Party may use any intellectual property, including any
brands / logos, or trademarks, which is identical/ similar the
brands/logos/trademarks of the other Party without being specifically authorized
in writing by that other Party.

12.2

The information and data (including personal and sensitive information and data)
of the Buyer or any user of the Website shall be proprietary to Snapdeal and
Snapdeal shall alone retain all rights including all intellectual property rights in
such information and data. No rights in or to such information and data are

deemed to have been granted to the Seller. To the extent Seller derives any rights
in such information and data by virtue of it undertaking the sale and purchase
transaction with a Buyer, the Seller shall hold such rights in trust for Snapdeal and
the Seller shall do and undertake all such acts to exclusively assign such rights in
the information and data to Snapdeal. The Seller further agrees that (a) all such
data and information shall be treated as Confidential Information of Snapdeal for
the purposes of this Agreement, irrespective whether whole or part of such data is
available in public domain; (b) Snapdeal being the owner and proprietor of such
data and information shall be entitled to use, store and exploit the same in any
manner as may be deem fit by Snapdeal and in accordance with Snapdeals
privacy policy as provided on the Website from time to time; and (c) Seller shall
not use such information and data other than selling the Products through Website
or required for law enforcement purposes and shall in no way sell, transfer or
otherwise exploit such information and data.
12.3

You hereby authorize Snapdeal 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 without
any license fee or royalty and such usage shall be without any consideration.

12.4

You acknowledge that Snapdeal 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 exhibition,
advertisement, display or offer for sale of any Products/third party trademark or
copyrighted matter on the Website (including availability or sale of counterfeit
goods on the Website), Snapdeal shall, in compliance with Applicable Laws,
remove / delist the allegedly infringing Products / content from the Website, with
or without prior notice to You and shall have the right to provide Your
information, data and details to the person from whom such notification is
received or such persons principal.

12.5

By submitting materials to Snapdeal for Your use of Website, You hereby grant
Snapdeal and its affiliates a worldwide, perpetual and for as long thereafter as
You are permitted to grant the said licence, royalty-free license (which may be
exercised only in connection with our promotion and / or distribution of Your
Products) to do the following:
make reasonable modifications to the submitted materials;
use, copy and distribute materials and modifications for our internal
business purpose;

use, copy, distribute and display materials and modifications on the

internet and on other means of electronic or digital commerce to promote
the Website or Your Products;
use all trademarks and trade names associated with the materials.

Snapdeal will be the exclusive owner of any permitted modifications that it may
create. By submitting materials, You warrant that You have full authority to grant
the licenses described above, that You have not misrepresented Your identity in
any manner, that any factual information You submit is true and accurate and that
Snapdeal and its affiliates exercising of their license rights will not violate any
proprietary rights of any third party.
12.6

12.7

The ownership of the Website shall always vest with Snapdeal (or its assignees)
and Snapdeal shall make reasonable efforts to deal with any technical issues
affecting the Website (such as, for instance, the Website becoming inoperative).
Snapdeal does not warrant that the Seller will be able to use the Website and
exhibit, advertise, offer for sale the Sellers 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
Snapdeal.
Seller acknowledges that Snapdeal hereby reserves all rights except those
expressly granted herein, and that no right or license will arise by implication,
estoppels or otherwise by operation of law. Seller shall not and shall not cause to
reverse engineer, disassemble or decompile any application, software or other
material or objects associated with the Website.

13.

ANTI BRIBERY AND ANTI CORRUPTION POLICY

13.1

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

13.2

The Seller agrees to comply with Anti-Bribery and Anti-Corruption Policy as

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

13.3

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

14.

LIMITATION OF LIABILITY

14.1

Sellers acknowledgements: Seller acknowledges that Snapdeal has made and is

in the process of making substantial investment both monetary, knowhow and
otherwise to establish its trade name among consumers and distributors so as to
create a goodwill connoting a specific manner in which goods and services can be
presented on and sold through the Website. The Seller further recognize that
overall success of the Website and trade names of Snapdeal and its affiliates
depends on the users of the Websites and how public in general perceives Website
as a trusted online and electronic marketplace to buy and sell goods and services.

14.2

NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS

AGREEMENT, IN ANY EVENT SNAPDEAEL AND ITS AFFILIATES
SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT,
INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT
LIABILITY OR OTHER THEORY), TO THE SELLER OR ANY OTHER
PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING
DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED
PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA OR COST
OF PROCUREMENT) ARISING OUT OF OR IN RELATION THIS
AGREEMENT EVEN IF SNAPDEAL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. Snapdeals entire liability to Seller under
this Agreement or under any Applicable Law or equity shall be limited solely to
actual and proven direct damages sustained by the Seller as a result of the gross
negligence or willful misconduct of Snapdeal in the performance of its respective
services and other obligations under this Agreement. In no event shall Snapdeal
be liable, vicariously or otherwise, to the Seller and its affiliates or any third party
for any losses, damages, liabilities, costs (including reasonable legal costs) and
expenses (including taxation) which are in the aggregate in excess of the Snapdeal
Marketing Fee actually paid by Seller to Snapdeal in relation to the Products in
dispute except that if such losses are due to loss or damage to the Products by
Logistics Services Provider or at Fulfillment Centre the limitation of Snapdeals
liability shall be equal to the Seller Proceeds.

15.

CONFIDENTIALITY

15.1

You acknowledge that during the existence of this Agreement, You will have
access to confidential information of Snapdeal and its affiliates and their
respective third parties which shall include the data and information of Buyer or
any user of the Website. You undertake to keep strictly confidential all data,
reports and other confidential information supplied to You by Snapdeal or You
have the access under this Agreement and shall not sell or otherwise make that
information available to any third parties and shall not use the confidential
information solely in connection with this Agreement.

16.

INDEMNIFICATION

16.1

In addition to any other indemnification obligation of the Seller in this

Agreement, the Seller shall indemnify and hold harmless Snapdeal, its affiliates,
successors, agents, assigns, and each of their directors, officers, employees,
associates, agents, and representatives from and against any losses, damages,
liability, settlement, claims, costs, taxes, penalty and expenses (including, without
limitation, reasonable attorneys fees) incurred by reason of (i) any breach or
alleged breach by the Seller of this Agreement; (ii) any violation by the Seller of
Applicable Law or Consents or Seller not obtaining any Consent; (iii) any breach
by the Seller of any Snapdeal Policies or any other policies; (iv) any infringement
and passing off of intellectual property rights of any third party; (v) breach of
your obligations relating to taxes or the collection, payment or failure to collect or
pay Taxes; (vi) Your breach of legally binding product and / or public liability;
(vii) the Products or the content of the Products; or (viii) any cheating,
misappropriation, fraud or illegal activity of Seller of any its employees or
representatives.

16.2

Seller shall be under an obligation to ensure that Snapdeal is not made a party to
any third party claims and shall promptly and unilaterally take adequate steps to
absolve Snapdeal from any liability of any nature whatsoever, either present or
anticipated.

16.3

Snapdeal shall be entitled to off-set an amount which in its reasonable estimation

is required to safeguard its interests or comply with statutory directions /
instructions or to cover losses, damages, liabilities, penalties or claims or towards
the indemnification obligation of the Seller herein contained.

16.4

Seller shall notify Snapdeal of any claims made against the Seller, in relation to
its use of the Website / sale of Products to Buyers on the Website, within 3 days
of receipt of any notices, or knowledge of such claim by the Seller. In case
Snapdeal at its sole discretion determine that any claim (brought to its notice by
You or otherwise) might affect Snapdeal, You shall not consent to any settlement
or further proceedings without Snapdeal prior written consent.

17.

ASSIGNMENT

17.1

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 and any such assignment shall be void.

17.2

Snapdeal shall be entitled to transfer or assign any or all of its rights and/or
obligations under this Agreement to a third party without a prior written
notification to You or any requirement to obtain Your consent.

18.

SUSPENSION AND TERMINATION

18.1

This Agreement may be terminated:

(i)

By Snapdeal, with immediate effect, if You are in breach of any of its

terms and/or any of the Snapdeal Policies, provided that, instead of
terminating this Agreement, Snapdeal may, at its discretion, delist or
disable Your listings from the Website and/or temporarily or permanently
disable Your access to Seller Panel and/or User ID;

(ii)

By Snapdeal, without any reason, by giving You a prior written notice of

seven (7) days;

(iii)

By Seller, with 30 (thirty) days prior written notice to Snapdeal (to its
Grievance Officer), unless specifically stated to the contrary in this
Agreement; or

(iv)

By Snapdeal, 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.

18.2

Snapdeal 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 18.1 above or without any
reason as stated in 18.1(ii) above.

19.

CONSEQUENCES OF TERMINATION

19.1

On termination of this Agreement:

19.1.1 Snapdeal 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
19.1.2 You shall return to Snapdeal all the confidential information of Snapdeal
and all other properties and materials belonging to Snapdeal. Where the
confidential information cannot be returned in material form, You shall
destroy all of Snapdeals confidential information and shall provide
Snapdeal with a certificate of destruction with respect to the same.

19.2

A Seller, whose arrangement under this Agreement has been terminated by

Snapdeal 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
Snapdeal, in its discretion, permits such re-registration.

19.3

It is agreed that the provisions set out in clause 7 to 18, 19, 20, 21, 22 and all
those provisions and obligations which, by their very nature, survive the
termination of this Agreement, shall continue to be binding on the Parties.

19.4

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. Snapdeal shall be entitled to adjust and off-set any monies, due from
You to Snapdeal till the date of termination, from the Seller Proceeds payable to
You on termination.

19.5

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.

19.6

On the termination of the Agreement, You will immediately collect and remove
all stocks of Products that You may have placed in Snapdeals Fulfillment Centre
(if any). Snapdeal shall not be liable for the return of any Products stored in the
Fulfillment Centre, or the maintenance and continued storage of any Products that
are not removed from the Fulfillment Centre within 5 days from the date of
termination as mentioned above.

19.7

Termination of this Agreement or suspension of any rights of Seller under this

Agreement shall not relive Seller of its duties and obligations towards the Buyer
after the Buyer has purchased the Product listed by Seller on the Website.

20.

DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

20.1

Any dispute between the Parties hereto during the subsistence of this Agreement
or thereafter, in connection with, or arising out of, this Agreement, shall be
referred to arbitration under the Arbitration and Conciliation Act, 1996, including
any amendments or re-enactments thereto to be adjudicated by a sole arbitrator to
be appointed by Snapdeal. Arbitration shall be held at New Delhi, India. The
proceedings of arbitration shall be confidential and in the English language. The
arbitrators award shall be final and binding on the Parties. During the pendency
of the arbitration proceedings or any judicial proceedings, Snapdeal shall have the
right, to be exercised in its sole discretion, to suspend the Seller Panel access or
any other access of the Website to the Seller.

20.2

The Agreement shall be governed by and construed in accordance with the laws
of India, without reference to rules governing choice of laws. Except for any
equitable relief, for which a Party may approach any court having competent
jurisdiction, the courts of New Delhi, India, shall have exclusive jurisdiction in
connection with this Agreement. Each of the parties hereby irrevocably consents
to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. You shall not accept this Agreement and use
the Website if You do not wish to submit to the aforesaid laws and jurisdiction.

21.

AMENDMENT

21.1

Snapdeal may amend the terms and conditions of this Agreement including the
Commercial Term Segment and the Snapdeal 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.

21.2

YOUR USE OF WEBSITE IN YOUR CAPACITY AS SELLER OR YOUR

USE OF SELLER PANEL AFTER ANY MODIFICATION, AMENDMENT
OR REVISION BEING SO NOTIFIED SHLL BE DEEMED AS YOUR
ACCEPTANCE TO SUCH MODIFICATION, AMENDMENT OR
REVISION.

22.

MISCELLANEOUS

22.1

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
technical crash/downtime of website, acts of the government authorities, acts of
God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and noncooperation of third parties. Provided, however, that Seller shall give prompt
written notice within a period of two (2) days from the date of the force majeure
occurrence to the Snapdeal. You shall use all possible efforts to avoid or remove
such cause of non-performance and shall continue performance hereunder
whenever such causes of force majeure are removed. During a force majeure
condition You shall give first priority to complete or fulfill the orders You have
received through the Website.

22.2

Entire Agreement: This Agreement, along with the Commercial Terms Segment
and Snapdeal 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.

22.3

Notices: Any notice or other communication to be given hereunder will be in

writing and in English language and given by facsimile, post-paid registered,
certified mail return receipt requested, or electronic mail. Notice to You shall be

issued at the address including electronic address provided by You in the Seller
Registration Form, as amended by You from time to time.
22.4

No Partnership or Agency:- Seller and Snapdeal are independent contractors, and

nothing in this Agreement will be construed to create a partnership, joint venture,
association of persons, agency (disclosed or undisclosed), franchise, sales
representative, or employment relationship between the Parties. As an abundant
caution, it is clarified that Snapdeal shall not have any right to conclude any
contract for sale or purchase of Products for and / or on behalf of the Seller and
both parties have entered this agreement on principal to principal basis.

22.5

Waiver: No failure or delay on part of any Party hereto exercising any rights or
remedies hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other rights or remedies by such Party. All
waivers to be valid shall be in writing and signed.

22.6

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. Further, such provision shall be modified to the extent necessary to
render it, as modified, valid and enforceable under applicable laws of such
jurisdiction.

22.7

Rights and Remedies Supplementary: The rights and remedies of Snapdeal

available under this Agreement are supplementary to, and in addition to, any
rights and remedies available to Snapdeal elsewhere or under Applicable Law or
in equity.

22.8

Construction: This Agreement represents the negotiated agreement of the Parties,

with the advice and assistance of counsel, and shall not be construed against either
party as the drafter thereof. This Agreement is written in English and the
controlling language of the Agreement shall be English.

22.9

Grievance Officer: In compliance with Information Technology Act, 2000 and the
rules made thereunder, the Grievance Officer of Snapdeal for the purpose of this
Agreement shall be Mr. Rakesh Yadav with email address:
grievanceofficer@snapdeal.com. Snapdeal may change the aforesaid details from
time to time.

Snapdeals List of Banned Products (Indicative List not exhaustive)

1. Adult Products and Pornographic/ Obscene Materials (including child
pornography) in any form (Print, audio/video, MMS, images, photographs, etc.)
2. Alcohol
3. Animals, whether live or dead including its parts and products
4. Any article/material/service which cannot be exhibited, advertised, made
available, offered for sale at e-commerce platforms/ technology due to
restrictions/conditions for sale of those articles / material/ service unless all those
conditions are met pursuant to the Applicable Laws
5. Any article/material/service which are prohibited by any law at any given time.
6. Any item/material which may assist in performance of any illegal or unlawful
activity
7. Counterfeit Goods and goods/materials infringing any intellectual property rights
8. Currency, Negotiable Instruments, etc.;
9. Endangered species of animals and plants, whether alive or dead
10. Fire Arms, parts thereof and ammunitions, weapons, knives, sharpedged and other
deadly weapons, and parts of, and machinery for manufacturing, arms, but does
not include articles designed solely for domestic or agricultural uses such as a
lathi or an ordinary walking stick and weapons incapable of being used otherwise
than as toys or of being converted into serviceable weapons;
11. Financial Services
12. Grey market product
13. Hazardous materials including but not limited to acid, fireworks, explosives,
flammable adhesives, poison, hazardous chemical, oil-based paint and thinners
(flammable liquids), industrial solvents, insecticides & pesticides, machinery
(containing fuel), Fuel for camp stoves/lanterns/heating elements, infectious
substances etc.
14. Human remains or skeleton
15. Invoices (including blank, pre-filled, or value added invoices or receipts), is
strictly prohibited on the Site )
16. Liquefied Petroleum Gas cylinder
17. Maps and literature where Indian external boundaries have been shown
incorrectly
18. Narcotic Drugs and Psychotropic Substances
19. Government related items/ equipments (like wireless with frequency used by
Police, uniforms of Government officials including but not limited to Police/
Army, etc.)

20. Prescription Medicines and Drugs

21. Racially/ethnically/religiously offensive materials
22. Radioactive Materials
23. Reptile skins
24. Sex Determination Kit
25. Stocks and Securities
26. Stolen Properties
27. Unauthorized Copies of Intellectual Property
28. Veterinary Drugs for animals
29. Wildlife and Animal Products
30. Any other sanctioned or prohibited items as per law.
31. Passports, other government issued personal documents
32. Any other items deemed unfit for carriage by Snapdeal.