1. DEFINITIONS :

“Buyers” shall mean the business users/buyers who purchase Products from the Platform;

“Company” shall mean O(1) India Private Limited, a company registered under the Companies Act, 2013 having its registered office at Office no. 401, 4th floor, Prudential building, Central Avenue, Powai, Mumbai, MH (400076) operate;

“Platform” shall mean "RoposoClout for Business" which is a B2B E-commerce platform operated by the Company and includes the related website, mobile site and the mobile application of the platform, as applicable;

“Products” shall mean the goods and services to be supplied by the Seller to the Company for purpose of further resale on the Platform by the Company to Buyers;

“RoposoClout for Business”; “Us”; “We”; “Our” shall mean the Company;

“Merchants”, “Sellers” “You” or “Your”; shall mean any natural or legal person who has access to and opts to market and sell Products to Us for purpose of further resale on the Platform.

2. INTRODUCTION :

Company operates the Platform under the brand RoposoClout for Business and Seller is engaged in the business of marketing and sale of Products on various e-commerce platforms. The Seller agrees to sell its Products to the Company for purpose of distribution and resale on the Platform and this agreement (“Merchant’s Agreement”) records the understanding of the parties with respect to the subject matter contained herein.

The terms hereof are subject to change and to ensure that You are aware of the changes, please review this Merchants’ Agreement and all the documents referred to hereunder periodically. In the event You are representing an incorporated entity, You hereby confirm that You have been expressly authorised by such entity to consent this Merchants’ Agreement, and such entity agrees to be bound by the terms hereunder.

In the event You are representing an incorporated entity, You hereby confirm that You have been expressly authorised by such entity to consent this Merchants’ Agreement, and such entity agrees to be bound by the terms hereunder.

This Merchants’ Agreement sets forth the legally binding terms of engagement between the Seller and the Company and related services. By proceeding further, You confirm that You have read and have agreed and accepted to be bound by the terms and conditions mentioned herein and incorporated in any additional guidelines or rules applicable to particular services (“Additional Documents”), which shall be deemed to be a part of this Merchants’ Agreement. In the event of any conflict between the terms of this Merchants’ Agreement and any aforesaid Additional Documents, the Additional Documents shall prevail. If any of the terms of this Merchants’ Agreement or of any of the Additional Documents are not acceptable to You, please do not accept Product orders from the Company. Your continued fulfillment of the Product orders placed by the Company after any change constitutes Your acceptance of the amended Merchants’ Agreement.

3. SCOPE OF THE PURCHASE :

We will purchase Products from You as per mutually agreed price. Title of goods will be transferred to Us on Ex-factory basis. The Seller shall ensure that all Products supplied to the Company are original, new, unused, genuine and are not counterfeit or infringe any third party’s intellectual property rights. The Company grants a limited, non-transferable, non-sub-licensable, revocable license to Merchant to access and use the Supplier Panel and its dashboard for the purpose of listing, sale of Products and order fulfillment for the orders received from the Company. Once purchased, We reserve the right to initiate the return of the Products to You within 30 days of order getting delivered. You shall accept such returns from Us and/or on our behalf and agree to refund the amounts/adjust for such Products to Us as per mutually agreed timelines. We may set off any payables against any receivables owed to You.

4. EXCLUSION OF LIABILITY :

You are aware and fully understand that:

• The Merchant shall alone have full legal and moral responsibility and liability for all the Products sold to the Company for further resale on the Platform. The Company shall bear no liability or responsibility for the actual goods supplied by You and all such liability, including financial and legal, shall solely lie with You. The Company may provide designated delivery locations for the purpose of fulfillment and delivery of the Products and shall not be responsible to conduct any quality checks of such Products at the Merchant’s locations or during transit. The Merchant shall be responsible to fulfill the order placed by the Company and ship the original Product without any non-conformance, damage, and tampering to the delivery location and/or handover the original Product to the Company’s logistic partner without any non-conformance, damage, and tampering to the Product and its package;
• The Merchant shall alone be responsible for procuring all licenses, permits, registrations, passes etc. as required by applicable law for each of the Products sold to the Company and shall ensure compliance with all applicable laws and regulatory standards with respect to packaging, labelling and marking of the Products . The responsibility lies solely with You for ensuring that the Products being sold are permitted for advertising, listing and resale under applicable laws;
• It is Merchant’s responsibility to not list or sell anything that is not permitted under applicable laws at the said point in time. An indicative list is provided below under clause 7, but that list is not exhaustive;
• Company accepts no liability associated with the pricing, product listing or the goods or services provided by You including any delivery of goods provided by You at Your option. You are responsible for remittance of taxes in applicable jurisdiction, as applicable on Your transactions. All invoices are generated on your behalf and based on your instructions. Company is not responsible for such invoices in any manner.
• The Merchant shall make every effort to ensure that images of the Products exactly reflect the appearance of the Products in real life and the store display as accurately as possible the colors and images of the Products. The Merchant agrees and grants irrevocable, unlimited and worldwide license to the Company to use, modify and publish the Product images and description to list and resell the Products on the Platform. The Merchant agrees to indemnify and hold harmless the Company against all liabilities and claims arising due to the nature and content of the Product listings made by the Company using the content/material provided by the Merchant; and
• The Company reserves the right to place returns and/or refund requests for the Product orders placed by the Company. The liability for accepting and processing the refunds or returns requests lies entirely with You in such cases. The Merchant shall bear full liability and responsibility for dealing with any returns or refunds placed by the Company.

5. SUPPLIER PANEL TERMS :

• By agreeing to these Terms of Service, You represent that You are at least the age of majority in Your state or province of residence You;
• You may not, in the use of the Supplier Panel, violate any laws in Your jurisdiction (including but not limited to copyright laws);
• You must not transmit any worms or viruses or any code of a destructive nature;
• That the content submitted by You shall not be derogatory, offensive or misleading in any manner;
• You are solely responsible for the content that You upload, submit or send to or exchange on the Supplier Panel. We shall under no circumstances be responsible for any claims made by a third party in respect thereof;
• Any fraudulent use of this Supplier Panel or providing incorrect payment information/bank account details, which causes any monetary loss to the Company as a result of Your action/inaction shall be recovered from You. Without prejudice to the above, the Company reserves the right to initiate legal proceedings against You for the fraudulent use of this Supplier Panel or for any other unlawful act or omission in breach of this Merchants’ Agreement.
• That images and pictorial representations on the Supplier Panel may be enhanced for advertising purposes;
• That We will not be responsible for verifying any content posted on the Supplier Panel;
• That You also understand and acknowledge that the use of the Supplier Panel requires internet/mobile network connectivity. You shall bear the costs incurred to access and use the Supplier Panel and We shall not, under any circumstances whatsoever, be responsible or liable for such costs;
• That You shall be solely responsible for all activities undertaken through Your Seller Account, whether or not You have authorized such activities or actions and shall, at all times, keep the Company indemnified in this regard;
• That You shall be responsible for checking the Content, Product description and other related information; and
• If You are registering as a business entity, You represent that You are duly authorized by the business entity to accept this Merchants’ Agreement and You have the authority to bind that business entity to this Merchants’ Agreement.

A breach or violation of any of the Terms will result in an immediate termination of Services and may result in reporting to the law enforcement agencies.

6. GENERAL CONDITIONS :

• We reserve the right to refuse service/feature to anyone (without assigning any reason) at any time on the Supplier Panel.
• You understand that Your content (not including payment information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Bank Account information is always encrypted during transfer over networks.
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Supplier Panel , use of the Supplier Panel, or access to the Supplier Panel or any contact on the Supplier Panel through which the service is provided, without express written permission by Us.

The headings used in this Merchants’ Agreement are included for convenience only and will not limit or otherwise affect these Terms.

7. PROHIBITED USES :

In furtherance to Clause 4 (iii) above, You undertake and warrant that You will not list nor offer to sell the following Products:

1. Adult products and pornographic materials (including child pornography) in any form (print, audio/video, multimedia messages, images, photographs, etc.);
2. Alcohol;
3. Animals and wildlife products – examples include live animals, mounted specimens, and ivory;
4. Artifacts;
5. Counterfeit goods and services infringing the IP (as defined below);
6. Crude oil;
7. Electronic surveillance equipment prohibited by law;
8. Embargoed goods from prohibited countries;
9. Endangered species of animals and plants, whether alive or dead;
10. Event tickets which are exempted from resale by law;
11. Firearms, weapons, and knives – examples include pepper spray, replicas, and stun guns;
12. Any financial services;
13. Food and healthcare items without holding requisite permits;
14. Grey market products;
15. Government related items/ equipment (like wireless equipment with frequency used by the police, uniforms of Government officials including but not limited to the use by the police/ the Indian army, etc.)
16. Government issued documents like passports etc.;
17. Hazardous, restricted, or regulated materials – examples include batteries, fireworks, and refrigerants;
18. Human remains and body parts;
19. IP in any form (including but not limited to music, movies, books, designs) for which the Merchant do not hold the distribution rights;
20. Invoices and receipts (including blank and pre-filled);
21. Liquefied petroleum gas cylinder;
22. Lottery tickets;
23. Mailing lists and personal information;
24. Maps and literature where Indian external boundaries have been shown incorrectly;
25. Medicines, drugs and drug paraphernalia that require a registered medical practitioner’s prescription;
26. Narcotic drugs and psychotropic substances as defined under the Narcotic Drugs and Psychotropic Substances Act, 1985;
27. Offensive material which is likely to offend the sentiments of people whether on the grounds of religion, race, caste, sex or place of birth, race, ethnicity, or culture;
28. Radioactive materials;
29. Reptile skins;
30. Sex determination Kit as under the Pre-Conception and Pre-Natal Diagnostic Techniques Act, 1994;
31. Stocks and securities;
32. Real estate;
33. Radioactive materials;
34. Stolen property;
35. Tobacco;
36. Any other sanctioned or prohibited items or services as per applicable laws, including any items that require an export license for shipment from India or that are otherwise controlled for export under the Wassenaar Arrangement or any dual-use or munitions list, chemical weapons controls, missile technology controls, nuclear controls, or human rights controls administered by the government of India or any jurisdiction into which the Products may be sold; and
37. Any other item deemed unfit by Company.

In addition to other prohibitions as set forth in the Terms of Service, You are prohibited from using the Supplier Panel and any content/information provided by the Company:

1. for any unlawful purpose;
2. to solicit others to perform or participate in any unlawful acts;
3. to violate any international, federal, provincial or state regulations, rules, laws, or any applicable ordinances;
4. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
6. to submit false or misleading information;
7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related Supplier Panel, other Supplier Panels, or the internet;
8. to collect or track the personal information of others;
9. to spam, phish, pharm, pretext, spider, crawl, or scrape;
10. for any obscene or immoral purpose; or
11. to interfere with or circumvent the security features of the Service or any related Supplier Panel, other Supplier Panels, or the internet. We reserve the right to terminate Your use of the Service or any related Supplier Panel for violating any of the prohibited uses.

8. DATA PRIVACY :

You represent and warrant that You will comply with all applicable laws, rules, regulations, legal directives and guidelines regarding the collection, use and disclosure of personal data disclosed to You by the Company collected from its customers which apply to the services utilized or transactions contemplated hereunder including to the extent required by applicable privacy laws. We are committed to upholding the applicable data subject / Data Principal rights exercised in accordance with applicable privacy laws (DSRs) and ensuring the privacy and protection of our Platform’s user information. This includes, but not limited to, the right to access, modify, or delete personal data, as applicable under the relevant regulations. We may raise these requests to You directly by contacting You. Additionally, You are required to adhere to and ensure compliance with applicable privacy laws concerning data subject/Data Principal rights (DSRs) of our customers. You must promptly address and execute any DSR requests from Us and/or our customers in accordance with relevant regulations. If there are any DSR requests or inquiries pertaining to data managed or processed by our Platform, You can escalate and raise these requests to us directly by contacting us.To prevent any form of unlawful interception or misuse of our and Platform’s user information, We use reasonable physical, electronic, and managerial procedures to safeguard and secure Our and Our Platform’s user information collected. We use reasonably secure and technologically appropriate measures, in compliance with the Information Technology Act, 2000 and the rules related thereto to protect against loss or misuse of our applicable user information including internal reviews of data collection, storage and processing practices and other reasonable security measures which are equivalent to security measures that Company uses to protect its own confidential information. We have in place a secure server for all our transactions, which, if required to be accessed, are accessible only by the authorized personnel of Company. However, as You are aware, no internet site/mobile based application is completely free of security risks and We do not make any representation in respect of the same. You agree to delete all Our data including any personal data in Your possession upon receipt of a data deletion request and/or upon expiry or early termination of this Merchant’s Agreement. We do not warrant that Our Platform, the Supplier Panel or any electronic communication made by Us is free from virus or other harmful effects. In the event of any errors in transmission or in the event of Supplier Panel being inaccessible due to an act of any third party or due to any outage, or any technical or technological failure, or similar reasons beyond our control, We shall not be held liable or responsible for any losses/ damages incurred by you, and you agree that you will not have any claims against us regarding the same. You explicitly agree that Your use of the Supplier Panel and/or services is at Your own individual risk. You agree and confirm that Your user information may be collected, used, transferred, processed and stored in the manner stipulated in this Merchant’s Agreement. You hereby confirm that You have been made aware of the security measures undertaken by Us and You expressly consent to Us collecting, storing, handling, processing and using Your user information.

9. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION :

1. We are not responsible if information made available on the Supplier Panel is not accurate or not complete or not current. The material on the Supplier Panel is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary and more accurate sources of information. Any reliance on the material on the Supplier Panel is at your own risk; and
2. We reserve the right to modify the contents of the Supplier Panel at any time, but We have no obligation to update any information on the Supplier Panel. You agree that it is Your responsibility to monitor changes to Our Supplier Panel.

10. MODIFICATIONS TO THE SERVICE :

We reserve the right at any time to modify or discontinue the service (or any part or content thereof) or access to the Supplier Panel without notice at any time. We shall not be liable to You or to any third-party for any modification, suspension or discontinuance of such access.

11. PRICE OF THE PRODUCTS:

The Merchant has provided the MRP of Product and other listing description and details to Company for purpose of listing and display on the Platform for further resale to Buyers and has authorized RoposoClout for Business to update such details on on the Platform. The Merchant undertakes and warrants that at all times, the MRP of Product provided by the Merchant for listing and display on the Platform shall be:

• Inclusive of all taxes; and
• the accurate MRPat which the Product would be offered on sale by the Merchant.

The Merchant shall not sell any Products to the Company above the MRP. We will in no way be responsible for assisting You in relation to any claims with respect to tax payable on the Products sold by You. We are not responsible or liable in any manner for any incorrect or inaccurate details provided by You in relation to Your listings on the Supplier Panel. In the event, You need any changes made to the sale price of Product or any other listing details on the Supplier Panel, You may reach out to Company’s team for rectification to update the Product listing.

You agree and undertake to provide accurate and updated information to Us at all times including issuing valid tax invoices with accurate GST rates and HSN codes applicable to the Products. You agree to indemnify, defend and hold harmless the Company and our parent, subsidiaries, affiliates, from any loss arising out of or in relation to any : (i) claims with respect to taxes to be paid on the Products sold by You; and/or (ii) in cases where the Company is not able to claim appropriate tax credit for the Products sold by you due to any act or omission or default by You including but not limited to issuing valid tax invoice providing correct GST rate and HSN code, timely filing of GST returns etc. (ii) with respect to any misrepresentation of the sale price of the Products and other details listed by You on the Supplier Panel /provided by You to Company for listing on the Platform.

12. PRODUCTS AND SHIPPING :

We do not warrant that the quality of any Products, information, or other material purchased or obtained from You to our Buyers. You will be solely responsible for the same. You are required to provide shipping (under self-ship option)and after-sales services details pertaining to the Products listed by You on the Supplier Panel in a timely manner. Company reserves the right to cancel the transaction in case of inaccurate/incorrect details provided by You. You are responsible to fulfill the Product order upon receipt of an order on the Supplier Panel from the Company and are liable to obtain and maintain all applicable insurance in this regard with respect to the Products sold by You. Self-Shipping Option -You may opt to ship and deliver the Products to our designated delivery location at Your own cost as mutually agreed between the parties in writing over email. RoposoClout for Business also offers shipping/logistic services via its third-party logistic partners and fulfilment services to its Buyers on the Platform and as part of such services and to fulfill orders on the Platform, We may collect the Products from Your location through our third-party logistics partner. To enable smooth fulfillment of the Product orders, Company also offers packaging services and material to its merchants. Applicable charges as mutually agreed between the parties and communicated to the Seller shall apply for such purchases. Company is not responsible for any damage to the goods in transit in the event You provide tampered, broken, damaged, unpackaged goods to Us for shipping which is inconsistent with our packaging guidelines communicated to You. Except in cases where You opt for self-shipping option, in the event, a Product is lost in transit due to gross negligence or willful misconduct directly and solely attributable to Us, You’ll remain entitled for payment of the sale price of the Product.

You agree that You will comply with all trade laws and regulations and you will not take any action to cause Company to be in violation with applicable export controls, import/customs requirements, or sanctions, your will not use any internationally sanctioned financial institutions to make, process or receive payments, You will obtain and comply with any necessary export authorizations required for shipment of Your Product outside of India, and you will cooperate with Company in providing requested information about the source, commodity classification and country of origin of Your Products as necessary for compliance with trade law and regulations. Without limiting the generality of the foregoing, You represent that you are not, and You are not sourcing Your Products for sale on the Supplier Panel from any party that is: (i) subject to the restriction of a sanctions, import ban, or export denial list maintained by the United Nations, India, the United States, or any other applicable jurisdiction into which your Products may be sold; (ii) sourcing Products from or acting on behalf of any party that is located in a region subject to international trade restrictions, presently including the Crimea, Donetsk, Kherson, Luhansk, or Zaporizhzhia regions of Ukraine, Cuba, Iran, Syria or North Korea; or (iii) in connection with any activity prohibited under trade laws and regulations, including, but not limited to, nuclear, chemical or biological weapons proliferation, use of conflict minerals, or involving forced labor, child labor, human trafficking or other violations of international human rights. If We determine that You have breached Your obligations under this section, or that a change in law would cause Company or its customers to be in violation of applicable export controls, import/customs requirements, or sanctions by dealing in Your Products, Company shall have the right to suspend or terminate this Agreement.

13. OPTIONAL TOOLS :

We may provide You with access to third-party tools which We neither monitor nor have any control over nor do We provide any input. You acknowledge and agree that we provide access to such tools on an “as is basis” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by You of optional tools offered through the Supplier Panelis entirely at Your own risk and discretion and You should ensure that You are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the Supplier Panel (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

14. THIRD-PARTY LINKS :

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this Supplier Panel may direct You to third-party Supplier Panels that are not affiliated with Us. We are not responsible for examining or evaluating the content or accuracy and We do not warrant and will not have any liability or responsibility for any third-party materials or Supplier Panels, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, Content, or any other transactions made in connection with any third-party platforms by You. Please review carefully the third-party's policies and practices and make sure You understand them before You engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

15. SELLER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS :

If, at Our request, You send certain specific submissions (for example contest entries) or without a request from Us, You send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), You agree that We may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that You forward to Us.

We are and shall be under no obligation to:

• maintain any Comments in confidence;
• pay compensation for any Comments; or
• respond to any Comments.

We may, but have no obligation to, monitor, edit or remove Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that Your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related Supplier Panel. You may not use a false e-mail address, pretend to be someone other than Yourself, or otherwise mislead us or third parties as to the origin of any Comments. You are solely responsible for any Comments You make and their accuracy. We take no responsibility and assume no liability for any Comments posted by You or any third-party.

16. PERSONAL INFORMATION :

Your submission of personal information is governed by our privacy policy made available on the Supplier Panel.

17. ERRORS, INACCURACIES AND OMISSIONS :

Occasionally there may be information on the Supplier Panel or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability basis the information/material provided by You. We may correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related Supplier Panel is inaccurate at any time without prior notice We undertake no obligation to update, amend or clarify information on the Supplier Panel, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Supplier Panel, should be taken to indicate that all information on Supplier Panel has been modified or updated.

18. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY :

We do not guarantee, represent or warrant that your use of the Supplier Panel (“Service”) will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to You.

You expressly agree that Your use of, or inability to use, the service is at Your sole risk. Any Service provided to you by Us is without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of due receipt of payment and non-infringement.

In no case shall the Company, Our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from the sale of the Product, any offers related to the Product, Product warranty and quality, Your use of the Supplier Panel, or for any other claim including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Supplier Panel or any Content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. In states or jurisdictions that do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

19. COPYRIGHT AND TRADEMARK :

Each time You upload the Content, You grant the Company a worldwide non-exclusive, transferable, royalty free license to use any such content including by way of distribution, storage, hosting, sub-license, reproduction, communication, creation of derivative works, and modification of such content. You accept that such license will not terminate upon Your deletion or removal of the Content or other uploaded content in respect of which it is granted; and shall continue to be used by the Company, on the Platform.

You agree and confirm that:

• All copyright, database right and all other proprietary rights, title and interest in all Content and or information presented on this Supplier Panel (“IP”) is owned by and/or licensed to Us or owned by and/or licensed to the manufacturer of the Products and/or Services or is owned by and/or licensed to the person uploading such Content and is or may be protected or covered by copyright, trade mark, intellectual property law and/or other proprietary rights, unless expressly stated otherwise.
• No extracts of this Supplier Panel or part thereof shall be displayed, printed or downloaded by You or with Your assistance, for any reason, including without limitation to commercialise any IP in any way.
• Your use of this Supplier Panel does not confer on You or any other party, any licence or other rights under the intellectual property or other proprietary rights of the Company, the manufacturer of the Products and/ or Services and/or of any third party, whether implied or otherwise.
• The Company shall not be held liable for any claims relating to infringement of any intellectual property rights in relation to the Products and/or Services their content and/or Content.
• You grant Us a worldwide, non-exclusive, irrevocable, sub-licensable royalty free right to: (i) use and limited sub-license to Your intellectual property in the Product and Product listing information for purposes as may be deemed necessary by Us for marketing, promoting, advertising and selling the Products, via the Platform and for otherwise discharging its obligations under this Agreement;

20. INDEMNIFICATION :

You agree to indemnify, defend and hold harmless the Company and our parent, associate companies, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, employees, customers, buyers and representatives from and against all liabilities, demands, losses, damages, costs, expenses (including reasonable attorneys’ fees), suits and/or claims arising due to or in connection with (i) Your breach of terms of this Merchant’s Agreement; (ii) Product, its quality, warranty, specification, resale and use; (iii) any act or omission by You and/or Your personnel; (iv) violation of applicable laws, regulations, sanctions, standards and guidelines which govern the sale and use of the Products, including without limitation any product liability arising in connection thereto; (v) made by any third-party due to or arising out of Your breach of this Merchant’s Agreement or the documents they incorporate by reference, or Your violation of any law or the rights of a third-party; (vi) infringement of any third party’s intellectual property rights; (vii) any incorrect, inaccurate, or false information provided by You including any incorrect HSN codes for tax filing purposes; (viii) wilful misconduct, negligence and/or fraud; (ix) breach of confidentiality and data privacy; (x) death and/or bodily injury arising due to sale and/or use of the Product; (xi) any claims received by Us in connection with the Product.

Our entire aggregate liability under this Merchant’s Agreement (whether in contract or tort) shall be limited to the price of the Product paid by Us to You for which the claim has arisen under this contract.

21. SEVERABILITY :

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

22. TERMINATION :

These Terms of Service are effective unless and until terminated by either You or Us. If in our sole judgment You fail, or we suspect that You have failed, to comply with any term or provision of these Terms of Service, we also may terminate this Merchants’ Agreement at any time without notice and You will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny You access to our Services (or any part thereof).

23. ENTIRE AGREEMENT :

Our failure to exercise or enforce any right or provision of this Merchant’s Agreement shall not constitute a waiver of such right or provision.

This Merchant’s Agreement and any policies or operating rules posted by Us on this Supplier Panelor in respect to The Service constitutes the entire agreement and understanding between You and Us and govern Your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Merchant’s Agreement.

Any ambiguities in the interpretation of this Merchant’s Agreement shall not be construed against the drafting party.

24. GOVERNING LAW :

This Merchant’s Agreement and any separate agreements whereby we provide You Services shall be governed by and construed in accordance with the laws of India and the Courts of Mumbai, Maharashtra, India will have the exclusive jurisdiction.

25. FORCE MAJEURE :

We shall not be held liable for any of Our obligations under the Merchants’ Agreement due to reasons beyond our control such as down time of servers, viruses, strikes, technical snags, system compatibility, natural calamities, acts of war, terror etc. You agree not to hold Us liable for any delay or adverse effect caused due to the occurrence of such an event.

26. CHANGES TO TERMS OF SERVICE :

You can review the most current version of the Merchant’s Agreement at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of this Merchant’s Agreement by posting updates and changes to the Supplier Panel. It is Your responsibility to check the Supplier Panel periodically for changes. Your continued use of or access to our Supplier Panel or the Service following the posting of any changes to this Merchant’s Agreement constitutes acceptance of those changes.

27. CONTACT INFORMATION :

For any queries about Merchant’s Agreement, you can contact us via the Support tab available on the Supplier panel.

Section A: Definitions

1. Wholsesale Price: This is the price at which Supplier intends to supply products through Roposo Clout for Business platform.
2. Supplier: means the Seller.
3. Roposo Clout for Business: means the Company.
4. Supplier Gets: This is the total amount which is transferred to the bank account of Supplier (excluding other adjustments such as SLA breach charges, etc. as discussed in the ensuing paras.) Following formula is applicable here:
   Supplier Gets = Invoice value (-) applicable taxes – SLA breach charges, etc
5. Turn Around Time (TAT): It is the total time available with a Supplier to ship the products. Default TAT for all Suppliers is T+1 Day (Timestamp) where T being day ‘0’. However, Public holidays are excluded while calculating TAT.
   

   Date	20th Apr	21 Apr	22 Apr	23 Apr	24 Apr	25 Apr
   Activity	Order Placement Day	Public Holiday/Sunday	Day of Dispatch
   Day	0	-	1	2	3	4

   
   

   Only the order which was placed on a Saturday and T+1 Day being a national holiday has an exception for dispatch on the next day. To explain it further, If an order was placed on a Saturday, then T (date of order placing) +1 day = Sunday. Here, we do not charge a penalty if the order was dispatched on Monday i.e. (T+2). And hence, here Day of Dispatch = T+1 Day = Day 1 = 22nd Apr.

   However, if the order was placed on any other day of the week than Saturday, the standard time for SLA is T+1 Day. If the order is dispatched Day2 then it is still considered an SLA breach.

6. RTO: We reserve the right to return the Product to the Supplier in case we receive a return request from our Buyer. Such return cases include instances where our Buyer refuses to accept the delivery of the Product and the Product is returned as a result of non-delivery. In such event, the Product is Returned to Origin and We place a return request and deliver the Product back to Supplier via our third party logistics partner. However, upon receipt of the Product, if the Supplier suspects that the product may be wrong or the packaging is not what they sent the product with, then the Supplier should mention a comment in the POD when receiving the product and capture an image of the POD. This needs to be sent along with the wrong return claims to the Payment dispute team within 24 hours.
7. RVP: This means the product is Reversed Picked up as Buyer wants to Return the same.

SECTION B: UPDATED POLICIES

1. SLA BREACH POLICY:

   Seller has agreed to adhere to certain SLAs under these guidelines. Parties agree that Company may incur huge losses and business disruption in the event of breach such SLAs by the Sellers. . Hence, both parties have agreed that Company shall charge the Sellers liquidated damages, which parties agree is a genuine pre-estimate of loss which we may incur due to SLA breach by the Seller in following cases:

   • Cancellations
   • Return to Origin due to TAT breach
   • Reverse Pickup due to customer returns

   1. Cancellations is further divided into following buckets:

      1. Cancelled by Supplier:

         Supplier is expected to manage & update inventory on Supplier Panel as required. In case, the order is placed when the product is ‘In-Stock’ on the platform and it is realized by the supplier that the product is actually out-of-stock then the supplier needs to cancel the order as soon as possible in order to save the experience of Resellers/ Buyers on the platform. Inability of the Supplier to fulfil the order results into Penalty as under:

         Day of Cancellation	% Penalty of WS Price
         Cancellation before 2 days	15%
         Cancellation on 3rd day	20%
         Cancellation on 4th day	30%

      2. Cancelled by Buyers/ Resellers

         Due to delay in dispatch by Suppliers, Buyers/ Resellers also cancel the order which we believe as a big disruption in our user experience. Hence, we charge a penalty at the rate of 30% of WS price in those cases.

      3. Auto Cancellation due to TAT breach

         In case order is not dispatched and neither cancelled within a period of 4 days, the order is auto cancelled. In such cases, Suppliers are charged a penalty @ 30% of WS price.

   2. Return to Origin (RTO) due to TAT breach:

      • To support Supplier business, we do not charge any penalty in case the order is RTO. However, there are scenarios where a Supplier has dispatched product after TAT in which case, probability of RTO increases and hence Shop101 charges the Suppliers. If the order is dispatched by the supplier on Day2 (i.e. TAT breach) and the order gets RTO, penalty @Rs70 per such RTO suborders would be charged. If the order is dispatched after Day2 (i.e Day3 and onwards), penalty @ Rs140 per such RTO suborders would be charged.
      • Penalty Amounts mentioned would attract GST of 18% for which Tax Invoice would be provided and the same can be claimed in the GST Returns.
      • Below is an example to clarify further:
        For RTO orders which is approved on 20th Apr and dispatched on following dates:
      • 20th Apr = Day 0 = Dispatched within TAT = no penalty on RTO orders
      • 21st Apr = Public Holiday/ Sunday = Dispatched within TAT = no penalty on RTO orders
      • 22nd Apr = Day 1 = Dispatched within TAT (T+1) = No Penalty on RTO
      • 23rd Apr = Day2 = TAT Breach (T+2) = Rs 70+GST as RTO penalty
      • 24th Apr and onwards = Day3 and onwards = TAT Breach (T+3 and onwards) = Rs140+GST as RTO Penalty
      • If in above example, 21st Apr was not Public Holiday/ Sunday, below would be applicable:
      • 20th Apr = Day 0 = Dispatched within TAT = no penalty on RTO orders
      • 21st Apr = Day 1 = Dispatched within TAT (T+1) = No Penalty on RTO
      • 22nd Apr = Day2 = TAT Breach (T+2) = Rs 70+GST as RTO penalty
      • 23rd Apr and onwards = Day3 and onwards = TAT Breach (T+3 and onwards) = Rs140+GST as RTO Penalty

   3. Return charges:

      • The returns charges will be applicable on all the returns regardless of any reason.
      • We have categorized the product list as per the weight and return charges will be levied accordingly.
        

        Weight	Penalty
        Till 500 grams	Rs. 110 + GST
        Above 500 grams	Rs. 150 + GST

      • Return charges are non-reimbursable and non-negotiable charges utilized to return a seller’s order back to them if a buyer is dissatisfied with the outcome of said product.

2. Penalty exception:

   • We do create exceptions for penalties for cautious suppliers who are willing to go the extra mile by informing us beforehand that their business/ability to dispatch products will be disrupted due to a certain cause/calamity.
   • In case a seller is facing issues related to pickup, may it be related to 3PL pickup or tech issues where the seller is unable to generate shipping labels, the same needs to be communicated through email on the day of disruption with the logistics-Operations team adding Payments team in Cc for records and clarity. Any communications received from KAM or supplier after the day of issue occurrence will not be considered a valid proof of communication.
   • All communications received from the KAM team and suppliers related to pickup/dispatch issues need to be presented on Email only. Whatsapp and other means of communications will not be considered a valid proof if the same is not circulated and presented to the relevant teams on email. If a seller is unable to raise the E-mails and has only access to Whatsapp only then it is the KAM's responsibility to drop relevant emails with the seller's Whatsapp chat log on the same date the issue has occurred.
   • More details such as start and end date of exception period or days will be more helpful to create prompt exceptions.

3. Cases of Wrong Product Received in case of Return:

   • In the event We place a return request on the Seller and fail to return the same Product and misplace the said Product and/or return another Product in its place, We shall be liable to pay you the Product price at which we had bought the Product from you i.e, Supplier Gets. Amount payable in those cases would be 100% of Seller’s Product Price . Return charges are not reimbursable along with this.
   • However, we believe that such cases would be few and hence we will cap such cases as – Claims for wrong Returns should not exceed 10% of the Total Returns during the month.
   • Any wrong product received should be highlighted within 2 days (48 hours) of the receipt of the same with valid proof as per Roposo Clout for Business policy.
   • It is mandatory for the vendor to share the unpacking video of each product received for us to validate the wrong return claim.
   • If reimbursement for any given order is approved for the reason of “wrong return received” then the penalty amount for the same order will not be reimbursed.
   • Following would be the capping for claims of wrong Product. Further, in such cases, a warning would be given to Wholesaler and a mandatory surprised QC would be arranged and respective KAMs would be informed:
     

     # No of total wrong returns	Wrong returns % of total Returns	# of Wrong return cases (maximum)
     0-10	100	10
     11-25	50	12
     26-50	25	15
     51-100	20	20
     101-200	15	25
     201-300	10	30

   • The above % will be calculated on a monthly basis.
   • We expect you to send claims of each individual order on a separate email. 1 order per email is the protocol and the email should include details such as image of the invoice (.img file, size - 1-5MB) and unpacking video of utmost 1:30 minutes (.mp4 file at 15 MB). These details should be attached to the email and not shared through a cloud/drive system.
   • The unpacking video of the product should display the invoice details such as the AWB number and the Order ID of the order which is being unpacked. If the order details do not match, the claim will be suspended for further investigation.
   • TAT for closing the query from Payment Disputes would be within 14 business days.
   • Once the reimbursement for a claim is approved, the reimbursement amount will be issued on the first Friday of the following month.

4. Penalty on Content Missing:

   For any Order where the Seller has dispatched missing items under a Product order, the value of missing item shall be recovered from the Seller to prevent the order from getting Returned.

   Important Points to be Noted:

   • Supplier should raise a valid tax invoice on daily basis to O(1) India for goods purchased by O(1) India
   • Undisputed Payment for orders will be released within 30 days once the order is delivered
   • Wrong return reimbursements will be released on the first Friday of every month for the claims approved in the previous month
   • Payment sheet, invoices and Sales report are available on WS panel and can be only accessed by the vendor or KAMs
   • In the payout sheet, the first tab has details of orders delivered during the previous week. The second Tab has Refunds Deductions. The sum total of Payment Due - SLA breach charges Deductions + any Refunds due is the amount credited to your account
   • Please highlight any queries w.r.t RTO/RVP Shipment within 45 days of the order date. Post that it will not be possible to escalate it to the courier partners
   • Please highlight any queries w.r.t. payments within 30 days of receiving the payout sheet. Post this, we'll not be able to resolve any discrepancy.
   • This also means that all of the required proofs and documentations to support the claim should also be shared within 30 days from the date of the payment sheet generation. Any issues received post-TAT will be denied on the basis of policies and no exception will be created.
   • RTO cases where the vendor suspects that the product may be wrong or the packaging is not what they send the product with, then the vendor should mention a comment in the POD when receiving the product and capture an image of the same. This needs to be sent along with the wrong return claims. This also applies if the vendor find that the product’s weight is lighter than expected or the packaging feels empty.
   • When dispatching products that need to be handled with care or are easily damaged, a sticker with the warning "Handle with care - Fragile product" should be stuck to the outer packaging for the logistics partner to be aware of the same. Damage to such products will only be reimbursable is the sticker is visible
   • Any attempt of contact (verbal or written) from the Suppliers to Resellers or Buyers shall be deemed a misconduct by the Supplier and is chargeable of a penalty amount of Rs.10000.

5. Penalty on Non-Usage of Shipstreak bags

   1. If the supplier is not using Shipstreak packaging bags, penalty of Rs. 10 per order will be charged.
      

      Scenario 1
      In case the supplier has ordered 100 polybags from O1, and they have fulfilled 110 orders, penalty of Rs 10 for 110-100 (10*10=100) will be charged to the supplier
      Scenario 2
      In QC, if we found out the supplier is not using Shipstreak packaging material. Penalty of Rs.10 will be charged on all the orders for the month.

   2. In case any supplier is found using duplicate Shipstreak packaging bags, fine of Rs. 5Lakh will be charged.