വെണ്ടർ കരാർ

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means in relation to any Party, means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or the power to direct the management and policies of such entity.

“Applicable Law” means all statutes, enactments, ordinances, rules, regulations, notifications, circulars, guidelines, judgments, decrees, directives or orders of any governmental, statutory, regulatory or judicial authority having jurisdiction over a Party or the subject matter of this Agreement, in force from time to time.

“Bizzibo IP” means all Intellectual Property Rights owned by or licensed to Bizzibo, including the Bizzibo trade marks, logos, the Platform software, APIs, documentation, designs, processes, look-and-feel, and all derivatives thereof.

“Buyer” means any user of the Platform who places, or attempts to place, an order for any Product.

“Buyer Data” means all personal and non-personal data relating to Buyers that is collected, generated or processed through the Platform, including order history, transaction data, behavioural data, contact details and analytics.

“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which scheduled banks are open for normal banking business in Kochi, Kerala, India.

“Confidential Information” means has the meaning ascribed in Clause 14.1.

“DPDP Act” means the Digital Personal Data Protection Act, 2023, together with the rules, regulations, codes and notifications issued thereunder, as amended from time to time.

“Effective Date” means has the meaning ascribed in the introductory paragraph of this Agreement.

“Force Majeure Event” means has the meaning ascribed in Clause 25.1.

“Global Sourcing Marketplace" means the Module of the Platform through which Vendors that are incorporated and resident in India source goods from outside India, take title and customs clearance responsibility in their own name, and supply such goods to Buyers as principals through the Platform, operating through the Pooling Procurement mechanism set out in Schedule G.

"Global Sourcing Partner" has the meaning given in Clause 22A.1.

“Grievance Officer” means the officer designated by Bizzibo in accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020, as notified on the Platform from time to time.

“GST” means the goods and services tax levied under the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the State Goods and Services Tax Acts and the Union Territory Goods and Services Tax Act, 2017, together with the rules made thereunder.

“Inspection Period” means the period of four (4) days commencing from the date of confirmed delivery of a Product to the Buyer, during which the Buyer is entitled to inspect the Product and raise eligible return, replacement or refund requests in accordance with the Platform Policies.

“Intellectual Property Rights” means all intellectual property rights of any nature anywhere in the world, whether registered or unregistered, including patents, trade marks, service marks, trade names, copyrights, design rights, database rights, rights in confidential information, know-how, trade secrets, domain names, and all applications and rights to apply for any of the foregoing.

“Intermediary Rules” means the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended from time to time.

“IT Act” means the Information Technology Act, 2000, together with the rules, regulations, notifications and orders issued thereunder, as amended from time to time.

“Personal Data” means has the meaning ascribed under the DPDP Act.

“Platform Fees” means all fees, commissions, charges, costs and amounts payable by the Vendor to Bizzibo as set out in Schedule A, including platform commissions, payment processing charges, technology fees, fulfilment service fees (if availed), promotional fees, and any other charges notified by Bizzibo from time to time.

“Platform Policies” means all operational policies, guidelines, codes, standards, terms and procedures issued by Bizzibo and made available on the Platform from time to time, including the Terms of Use, the Privacy Policy, the Refund Policy, the Content Moderation Policy, the Prohibited Products Policy and the Brand Guidelines.

“Products” means all goods (including, where applicable, services or digital goods bundled with goods) listed by the Vendor on the Platform for sale to Buyers.

“Return Window” means the period of seven (7) days commencing from the date of confirmed delivery, within which a Buyer may, in accordance with the Platform Policies and Applicable Law, return a Product.

“Sales Proceeds” means the gross amounts paid by Buyers in respect of confirmed Transactions for the Vendor’s Products, as collected by or on behalf of Bizzibo through authorised payment channels, before any deductions contemplated under this Agreement.

“Schedules” means the schedules to this Agreement, each of which forms an integral part hereof.

“Service Levels” means the service level standards set out in Schedule D, as may be updated from time to time in accordance with this Agreement.

“Settlement Amount” means the Sales Proceeds in respect of a Vendor for a settlement cycle, less Platform Fees, applicable Taxes (including any tax collected at source or deducted at source), refunds, returns, chargebacks, reversals, set-offs, reserves, penalties and any other amounts deductible in accordance with this Agreement.

“Settlement Cycle” means the period of ten (10) days from the date of confirmed delivery of a Product, upon expiry of which (and subject to satisfaction of the conditions in Clause 10.3) the Settlement Amount becomes payable to the Vendor, save as otherwise provided in this Agreement.

“Taxes” means all forms of taxation, duties, levies, imposts and similar charges, including GST, customs duties, income tax (including tax deducted at source and tax collected at source), equalisation levy, withholding taxes, cess and surcharges, together with any interest, penalties or additions thereto.

“Term” means the term of this Agreement as set out in Clause 23.1.

“Transaction” means each order placed by a Buyer for a Product through the Platform that is confirmed by acceptance of payment by Bizzibo on behalf of the Vendor.

“Vendor Content” means all content uploaded, submitted or transmitted by the Vendor on or through the Platform, including Product descriptions, images, videos, prices, specifications, brand names and trademarks, but excluding Buyer Data and User-Generated Content.

“Vendor Marks” means the trademarks, trade names, logos and brand identifiers of the Vendor or its principals.

“User-Generated Content” means content (including reviews, ratings, questions, answers, photographs and feedback) submitted by Buyers and other users of the Platform.

1.2 Interpretation

In this Agreement, unless the context otherwise requires: (a) headings are for convenience only and shall not affect interpretation; (b) the singular includes the plural and vice versa; (c) references to a statute or rule include amendments and re-enactments thereof and any rules, regulations or notifications made thereunder; (d) references to “including” or “in particular” shall be read as “including without limitation” and shall not limit the generality of any preceding words; (e) references to “writing” include electronic communications; (f) references to time are to Indian Standard Time; (g) references to currency are to Indian Rupees (INR) unless expressly stated otherwise; and (h) the Schedules form an integral part of this Agreement and references to this Agreement include the Schedules.

1.3 Order of Precedence

In the event of any conflict or inconsistency between the provisions of this Agreement and the Schedules, the body of this Agreement shall prevail, save as expressly provided in this Clause 1.3. In the event of any conflict between this Agreement and the Platform Policies of general application, this Agreement shall prevail in respect of matters specifically addressed herein, and the Platform Policies shall prevail in respect of all other matters of general platform governance. Notwithstanding the foregoing, (i) Schedule F shall prevail over the body of this Agreement in respect of matters specific to Cross-Border Vendors, and (ii) Schedule G shall prevail over the body of this Agreement in respect of matters specific to Global Sourcing Partners.

2.1 Acceptance

The Vendor acknowledges and agrees that this Agreement constitutes a legally binding electronic contract between the Parties, executed in accordance with the IT Act and the Indian Contract Act, 1872. The Vendor accepts this Agreement by: (a) clicking the “I Agree” or equivalent acceptance button at the time of registration on the Platform; (b) executing this Agreement physically or electronically; or (c) commencing or continuing to list Products or participate in Transactions on the Platform after notice of this Agreement (or any amendment thereto in accordance with Clause 27). Each such act shall constitute irrevocable and unconditional acceptance of this Agreement and the Platform Policies.

2.2 Audit Trail

Bizzibo shall maintain an electronic record of the version of this Agreement accepted by the Vendor, the date and time of acceptance, the IP address from which acceptance was effected, and the identification details of the accepting individual. Such record shall constitute admissible evidence of the Vendor’s acceptance under the Indian Evidence Act, 1872 and the IT Act.

2.3 Capacity

The Vendor represents and warrants that: (a) where the Vendor is a natural person, the Vendor is of the age of majority and of sound mind, competent to contract under the Indian Contract Act, 1872; (b) where the Vendor is a juristic entity, it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and the individual accepting this Agreement is duly authorised to bind the Vendor; (c) the execution and performance of this Agreement does not and will not violate any other agreement, instrument, judgment or law to which the Vendor is subject; and (d) the Vendor has obtained, and shall maintain throughout the Term, all corporate, regulatory and other approvals required to perform its obligations hereunder.

3.1 Intermediary Status

The Parties expressly acknowledge and agree that Bizzibo operates the Platform solely as an “intermediary” within the meaning of Section 2(1)(w) of the IT Act and as a “marketplace e-commerce entity” within the meaning of the Consumer Protection (E-Commerce) Rules, 2020. Bizzibo provides only the technology infrastructure, payment facilitation, and ancillary services that enable transactions between independent third-party Vendors and Buyers. Bizzibo is entitled to the benefit of, and shall continue to qualify for, the safe harbour available to intermediaries under Section 79 of the IT Act and the Intermediary Rules.

3.2 No Title; No Sale

Bizzibo does not, at any time: (a) own, hold, take title to, possess, store (save where the Vendor avails optional fulfilment services on terms separately agreed) or transfer any Product; (b) act as the seller, vendor, supplier, manufacturer, importer, distributor or warrantor of any Product; or (c) make any representation or warranty in respect of the quality, fitness, merchantability, safety, lawfulness or suitability of any Product. The contract of sale, including all warranties, conditions, obligations and remedies arising therefrom, exists exclusively between the Vendor and the Buyer.

3.3 No Influence on Price

Consistent with the marketplace model and the Foreign Direct Investment policy of the Government of India applicable to e-commerce, Bizzibo does not directly or indirectly influence, determine, prescribe or recommend the sale price of any Product. The Vendor sets the sale price of its Products in its sole discretion. Nothing in this Agreement shall be construed as conferring on Bizzibo any right or power to influence the sale price of any Product.

3.4 No Exclusive Arrangement; No Disproportionate Concentration

The Vendor acknowledges that, in compliance with Applicable Law (including the FDI policy applicable to e-commerce), Bizzibo (a) does not enter into exclusive arrangements with vendors that prevent vendors from selling on other platforms, and (b) is required to ensure that no single vendor (or its group entities) accounts for more than the prescribed percentage of total sales effected through the Platform. The Vendor shall reasonably cooperate with Bizzibo in monitoring compliance with such requirements.

3.5 Independent Contractors

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute any partnership, joint venture, agency, employment, fiduciary or other similar relationship between the Parties. Neither Party has the authority to bind, contract in the name of, or create any liability for, the other Party.

4.1 Information and Documents

The Vendor shall provide and maintain accurate, complete and up-to-date information and supporting documents as Bizzibo may reasonably require for onboarding and ongoing verification, including: (a) legal name, constitution, registered office and place of business; (b) Permanent Account Number (PAN) and GST registration certificate; (c) bank account details together with cancelled cheque or bank verification document; (d) certificate of incorporation, constitutional documents, and authorised signatory authorisation; (e) all licences, registrations and certifications applicable to the Products and the Vendor’s business (including, where applicable, FSSAI licence, BIS registration, Drug & Cosmetics licence, AYUSH licence, ISI marks, Legal Metrology registrations, Importer-Exporter Code, and sector-specific approvals); (f) Ultimate Beneficial Ownership disclosures where applicable under Applicable Law; and (g) such other information and documents as Bizzibo may reasonably require for KYC, AML, sanctions screening or regulatory compliance purposes.

4.2 Verification Rights

Bizzibo reserves the right, at its sole discretion and at any time, to verify the information and documents provided by the Vendor (including by reference to publicly available databases, government registers, sanctions lists, and credit bureaus) and to require the Vendor to provide additional information or documents. Any verification undertaken by Bizzibo shall not be construed as endorsement, certification, validation or assumption of liability in respect of the Vendor or its Products.

4.3 Continuing Obligation

The Vendor shall promptly, and in any event within seven (7) days, notify Bizzibo in writing of any change in the information or documents provided under Clause 4.1, including changes in legal status, ownership, control, registered office, bank details, regulatory licences, or commencement of any insolvency, liquidation, regulatory action or material litigation.

4.4 Suspension for Non-Compliance

Bizzibo may, in its discretion, suspend, restrict or terminate the Vendor’s access to the Platform, in whole or in part, with or without prior notice, in the event of any inaccuracy, incompleteness, expiry or non-compliance in respect of the information, documents or licences referred to in this Clause 4.

5.1 Vendor Responsibility

The Vendor shall be solely responsible for the creation, accuracy, completeness, lawfulness and ongoing maintenance of all Product listings on the Platform, including Product descriptions, specifications, images, prices, taxes, availability, statutory disclosures and any claims made in respect of the Products.

5.2 Required Disclosures

Without prejudice to the generality of Clause 5.1, the Vendor shall ensure that each Product listing contains, in a clear and accessible manner: (a) the legal name and address of the Vendor (as the seller); (b) the country of origin of the Product; (c) the total price payable by the Buyer, broken down into all components including the price of the Product, taxes, delivery charges and any other charges; (d) the expiry, manufacture and “use-by” dates where applicable; (e) all statutory information required under Applicable Law (including the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011, the Food Safety and Standards Act, 2006 and rules thereunder, the Drugs and Cosmetics Act, 1940 and the Bureau of Indian Standards Act, 2016, as applicable to the Product); (f) accurate information regarding warranty and after-sales service; (g) the return, refund, exchange, warranty and guarantee terms applicable to the Product, consistent with Bizzibo’s Refund Policy and Applicable Law; and (h) the identity and contact details of the Grievance Officer designated under the Consumer Protection (E-Commerce) Rules, 2020.

5.3 Vendor Warranties on Listings

The Vendor represents and warrants on a continuing basis that each Product listing: (a) is accurate, complete, current and not misleading in any manner; (b) describes Products that are genuine, lawful, safe, of merchantable quality and fit for their intended purpose; (c) does not infringe any Intellectual Property Right or other right of any third party; (d) complies with all Applicable Law, including consumer protection, advertising, packaging, labelling, environmental, safety, taxation and sector-specific regulations; and (e) is supported by adequate and up-to-date stock to fulfil reasonably anticipated Buyer demand.

5.4 Display, Categorisation and Removal

Bizzibo shall, in its reasonable discretion and without prejudice to its intermediary status, determine the categorisation, classification, display and search ranking of Product listings on the Platform on the basis of objective, non-discriminatory criteria including relevance, accuracy, performance, compliance and Buyer experience. Without limiting Clause 23, Bizzibo shall have the right (but not the obligation) to modify, restrict, suspend or remove any Product listing where Bizzibo reasonably believes that such listing: (a) violates this Agreement, the Platform Policies or Applicable Law; (b) infringes third-party rights; (c) is the subject of a complaint, takedown notice or regulatory direction; or (d) poses a risk to Buyer safety, Platform integrity or public interest. Bizzibo shall use reasonable efforts to provide the Vendor with notice of such action, save where prior notice is impracticable, prejudicial to investigation, or prohibited by Applicable Law.

5.5 Prohibited and Restricted Products

The Vendor shall not list, offer or sell, through the Platform, any product set out in Schedule B (Prohibited and Restricted Products) or otherwise prohibited or restricted under Applicable Law. Bizzibo may, from time to time, update Schedule B by notice to the Vendor in accordance with Clause 27, and the Vendor shall comply with such update on and from the effective date of the notice.

6.1 Offer and Acceptance

The display of a Product on the Platform constitutes an invitation to offer. An order placed by a Buyer constitutes an offer to purchase the Product on the terms displayed. A Transaction is formed and becomes binding upon (a) acceptance of payment by Bizzibo on behalf of the Vendor, and (b) confirmation of the order through the Platform to the Buyer. The contract of sale is formed directly between the Vendor and the Buyer at the moment of such confirmation.

6.2 Stock-Outs and Order Cancellations by Vendor

Where, despite the Vendor’s obligation under Clause 5.3(e), an ordered Product is unavailable for fulfilment, the Vendor shall promptly (and in any event within the period prescribed by the Service Levels) notify Bizzibo and request cancellation of the affected Transaction. Bizzibo shall process a full refund to the Buyer and recover any associated costs from the Vendor in accordance with Clause 10. Persistent stock-outs shall constitute a breach of Service Levels and may trigger consequences set out in Schedule D.

6.3 Buyer Cancellations

Buyers may cancel orders in accordance with the Refund Policy and Applicable Law. The Vendor agrees to honour such cancellations and refunds, including any rights of cancellation conferred on Buyers under consumer protection law.

7.1 Fulfilment Responsibility

The Vendor shall be solely responsible for the fulfilment of each Transaction in accordance with the Service Levels, including order acceptance, picking, packaging (in accordance with applicable packaging standards and any specific requirements set out in Schedule D), invoicing, dispatch, tracking, delivery and post-delivery support. The Vendor shall procure and maintain the operational capacity, personnel, processes and inventory required to perform such obligations.

7.2 Logistics

The Vendor may, at its option, (a) arrange fulfilment through its own logistics arrangements, or (b) avail of logistics services facilitated through the Platform via independent third-party logistics service providers. Where the Vendor avails facilitated logistics services, such services shall be governed by the terms separately agreed with the relevant logistics service provider. Bizzibo shall not be liable for any acts, omissions, delays, losses or damages of any logistics service provider, save to the extent expressly assumed by Bizzibo in writing.

7.3 Title and Risk

Title to, and risk of loss of, each Product shall pass directly from the Vendor to the Buyer at the time of confirmed delivery to the Buyer (or, where the Buyer fails to take delivery despite reasonable attempts, at such later time as risk passes under Applicable Law). Bizzibo shall not, at any time, hold title to or assume risk in respect of any Product, notwithstanding any custodial arrangements that may apply in respect of facilitated logistics services.

7.4 Invoicing

The Vendor shall raise a tax invoice in its own name in respect of each Transaction, addressed to the Buyer, in compliance with the GST law and other Applicable Law, and shall make such invoice available to the Buyer through the Platform within the timelines prescribed by Applicable Law. The Vendor shall be solely responsible for the contents and lawfulness of such invoice.

7.5 Packaging

The Vendor shall package Products securely and in compliance with Applicable Law and any specific packaging standards notified by Bizzibo. The Vendor shall not include in any shipment any marketing materials, contact details, communications or inducements directing the Buyer to transact with the Vendor outside the Platform. Such inclusions shall constitute a material breach of Clauses 21 (Non-Circumvention) and 16 (Prohibited Conduct, as referenced in Clause 20).

8.1 Compliance with Service Levels

The Vendor shall comply at all times with the Service Levels set out in Schedule D, including (without limitation) order acceptance time, dispatch time, on-time delivery, return rate, complaint rate, Buyer rating, customer support response time and resolution time.

8.2 Consequences of Non-Performance

Failure by the Vendor to meet the Service Levels may, depending on severity and persistence, result in (a) a warning notice; (b) reduced visibility or de-prioritisation of the Vendor’s listings; (c) suspension of the Vendor’s access to specific categories or features; (d) imposition of penalties or service credits as set out in Schedule D; or (e) termination of this Agreement in accordance with Clause 23. The remedies in this Clause 8.2 shall be in addition to and not in derogation of any other rights of Bizzibo.

8.3 Updates to Service Levels

Bizzibo may update the Service Levels from time to time by notice to the Vendor in accordance with Clause 27. Updates shall take effect on the date specified in the notice, which shall be no less than fifteen (15) days from the date of notice, save where shorter notice is required by Applicable Law or to address risks to Buyers, the Platform or regulatory compliance.

9.1 Vendor Responsibility

The Vendor shall be solely responsible for all returns, refunds, replacements and exchanges in respect of Products sold through the Platform, and shall comply with the Refund Policy issued by Bizzibo and Applicable Law (including the Consumer Protection Act, 2019 and rules thereunder).

9.2 Eligible Returns

Returns shall be accepted in cases including: (a) damaged or defective Products; (b) Products not matching the description, specifications or images on the listing; (c) incorrect Products delivered; (d) expired or short-dated Products; and (e) such other circumstances as may be required under Applicable Law or the Refund Policy. The Buyer must initiate a return request within the Inspection Period or such longer period as may be required under Applicable Law or set out in the Refund Policy. Failure to initiate a valid return request within the Return Window shall constitute irrevocable acceptance of the Product, save to the extent contrary to Applicable Law.

9.3 Refund Processing

Bizzibo may, at its discretion, process refunds directly to the Buyer through the original payment instrument used for the Transaction, and the Vendor hereby authorises Bizzibo to do so. The Vendor shall reimburse Bizzibo for the full amount of such refund, together with all associated charges (including payment processing charges, logistics charges, taxes and any penalties), through deduction from Settlement Amounts in accordance with Clause 10.

9.4 Chargebacks and Reversals

The Vendor shall bear sole financial responsibility for all chargebacks, payment reversals, disputes initiated by Buyers or issuing banks, and all associated fees, penalties and costs. Bizzibo shall have the right, at its discretion, to (a) contest or settle any such claim; (b) recover the corresponding amounts from the Vendor by way of deduction, set-off or invoice; and (c) treat persistent chargebacks as a breach of Service Levels triggering remedies under Clause 8.2.

9.5 Non-Initiation Against Buyers

The Vendor shall not, directly or indirectly, initiate or pursue any legal claim, recovery proceeding or coercive action against a Buyer in respect of a refund, return or chargeback processed through the Platform, save with Bizzibo’s prior written consent. This Clause 9.5 shall not preclude the Vendor from defending genuine instances of return fraud through Bizzibo’s established dispute resolution channels.

10.1 Payment Collection

All payments from Buyers shall be collected through payment aggregators and payment gateways authorised by the Reserve Bank of India, and shall be held in nodal or escrow accounts in accordance with the Payment Aggregators / Payment Gateway directions issued by the Reserve Bank of India. Bizzibo acts solely as a facilitator of payment collection on behalf of the Vendor and does not control or hold such funds in its own capacity, save as required for settlement facilitation in accordance with Applicable Law.

10.2 Settlement Cycle

Subject to Clause 10.3, Bizzibo shall remit the Settlement Amount to the Vendor’s designated bank account within ten (10) days of confirmed delivery of each Product (or such other period as may be set out in Schedule A or as required under Applicable Law). Bizzibo shall not be liable for delays attributable to banking, payment infrastructure, statutory holds, regulatory directions or incomplete or inaccurate Vendor bank details.

10.3 Conditions to Settlement

Settlement shall be subject to (a) confirmed delivery of the Product; (b) expiry of the Inspection Period and the Return Window without an outstanding return, refund or chargeback request; (c) absence of any open dispute, regulatory investigation or fraud alert; (d) receipt by Bizzibo of all amounts from the relevant payment channel; and (e) reconciliation of transaction records.

10.4 Computation of Settlement Amount

The Settlement Amount shall equal the Sales Proceeds in respect of the Vendor for the relevant Settlement Cycle, less: (a) Platform Fees as set out in Schedule A; (b) GST collected at source under Section 52 of the Central Goods and Services Tax Act, 2017, where applicable; (c) tax deducted at source under Section 194-O of the Income Tax Act, 1961, where applicable; (d) other applicable Taxes; (e) refunds, returns, replacements and chargebacks (whether arising in the relevant Settlement Cycle or any prior period); (f) logistics, payment processing and other operational charges; (g) reserves, holdbacks and amounts set off in accordance with Clauses 10.5 and 10.6; (h) penalties, service credits or fines arising under Schedule D or otherwise under this Agreement; and (i) any other amounts owing by the Vendor to Bizzibo or its Affiliates under any agreement.

10.5 Set-Off and Cross-Collateralisation

Bizzibo shall have the right, exercisable at its sole discretion and without prior notice, to set off, deduct, recover or appropriate any amounts payable by the Vendor (whether actual or contingent, present or future, liquidated or unliquidated) to Bizzibo or its Affiliates under this Agreement, any other agreement or otherwise, against (a) any Settlement Amount or other sum payable by Bizzibo to the Vendor; (b) any reserves held under Clause 10.6; or (c) any amounts collected on the Vendor’s behalf. The Vendor’s obligations to Bizzibo across all Vendor accounts and all Bizzibo platforms may be cross-collateralised. Where such amounts are insufficient to discharge the Vendor’s obligations, the Vendor shall remit the outstanding balance within seven (7) days of demand by Bizzibo, failing which interest shall accrue at the rate of eighteen percent (18%) per annum (or the maximum rate permitted by Applicable Law, if lower) until paid in full.

10.6 Rolling Reserve and Holdbacks

Bizzibo shall be entitled to maintain a rolling reserve of seven and a half percent (7.5%) of the Vendor’s gross monthly Sales Proceeds (or such other percentage as may be specified in Schedule A based on the Vendor’s risk profile, performance and category), to cover potential chargebacks, returns, refunds, regulatory exposures and other contingent liabilities. Bizzibo shall additionally have the right to withhold settlements or impose additional holdbacks for such period as may be reasonably necessary in cases of (a) suspected fraud or breach of this Agreement; (b) regulatory investigation or court order; (c) abnormal return, dispute or chargeback rates; or (d) outstanding undisputed dues. Reserves and holdbacks (after netting of all amounts owing by the Vendor) shall be released to the Vendor in accordance with the schedule notified by Bizzibo or, in the absence of such notification, within ninety (90) days of termination.

10.7 Reconciliation and Records

Bizzibo shall make available to the Vendor through the Platform a periodic statement of Settlement Amounts, deductions and reserves. The Vendor shall raise any disputes in respect of such statements in writing within thirty (30) days of availability, failing which the statements shall be deemed accepted, save in cases of manifest error or fraud. Bizzibo’s records, system logs and transaction data shall constitute prima facie evidence of the matters recorded therein.

10.8 Survival

The rights of Bizzibo under this Clause 10 (including set-off, reserves and recovery) shall survive termination of this Agreement until all amounts owing by the Vendor have been fully recovered.

11.1 Vendor as Seller for Tax Purposes

The Vendor shall be treated as the supplier and seller of the Products for all tax purposes, including under the GST law and the Income Tax Act, 1961. Bizzibo shall not be deemed the seller, supplier or owner of the Products for taxation. The Vendor shall be solely responsible for assessment, collection, deposit, reporting and remittance of all Taxes arising on or in connection with the Transactions, save as expressly provided in this Clause 11.

11.2 GST Tax Collected at Source

Bizzibo shall, where required under Section 52 of the Central Goods and Services Tax Act, 2017, collect tax at source at the prescribed rate on the net value of taxable supplies made by the Vendor through the Platform, deposit such tax with the appropriate authority, and file the requisite returns (including GSTR-8). The Vendor shall claim credit for such tax collected at source in its returns. The Vendor shall ensure that its GST registration details, place of supply and HSN classifications notified to Bizzibo are accurate and current.

11.3 Income Tax Deducted at Source

Bizzibo shall, where required under Section 194-O of the Income Tax Act, 1961, deduct tax at source at the prescribed rate from the gross amount of sales of Products effected through the Platform, deposit such tax and issue the requisite tax deduction certificates.

11.4 Vendor Compliance

The Vendor shall: (a) maintain valid GST registration and other Tax registrations as required by Applicable Law; (b) issue tax invoices in compliance with the GST law (including e-invoicing requirements where applicable); (c) accurately report HSN codes, place of supply, applicable tax rates and exemptions; (d) timely deposit all Taxes payable on its supplies; and (e) maintain records as required by Applicable Law.

11.5 Cross-Border Tax Provisions

Where the Vendor is resident outside India or makes cross-border supplies through the Platform, the additional provisions in Schedule F (Cross-Border Vendor Specific Terms) shall apply in respect of equalisation levy, withholding tax, reverse charge mechanism, FEMA compliance, foreign exchange remittance and tax treaty benefits.

11.6 Indemnity

The Vendor shall indemnify, defend and hold harmless Bizzibo and its Affiliates against all Tax claims, demands, assessments, penalties, interest, costs and expenses (including legal fees) arising out of or in connection with (a) the Vendor’s Tax non-compliance; (b) inaccurate Tax information furnished by the Vendor; (c) recharacterisation by any taxing authority of any Transaction or relationship; or (d) any imposition of Tax on Bizzibo as a consequence of the Vendor’s acts or omissions.

12.1 Vendor Content and Vendor Marks

As between the Parties, the Vendor retains all right, title and interest in and to the Vendor Content and the Vendor Marks. The Vendor hereby grants to Bizzibo a non-exclusive, worldwide, royalty-free, sublicensable (to Affiliates and service providers acting on Bizzibo’s behalf), revocable (in accordance with Clause 12.4) licence to host, store, reproduce, adapt and modify (solely for technical and formatting purposes), publish, translate, distribute, transmit, communicate to the public, and display the Vendor Content and Vendor Marks: (a) on the Platform and in connection with the operation of the Platform; (b) in marketing, promotional and advertising materials of Bizzibo (whether on or off the Platform); (c) in search engines, social media and partner channels; and (d) for such other purposes as are reasonably ancillary to (a) to (c).

12.2 Vendor Warranties

The Vendor represents and warrants that it owns or has all necessary rights, consents, licences and authorisations to grant the licence in Clause 12.1, and that the Vendor Content, the Vendor Marks and the Products do not infringe any Intellectual Property Right or other right of any third party.

12.3 Bizzibo IP

All Bizzibo IP shall remain the sole and exclusive property of Bizzibo. The Vendor shall not, directly or indirectly: (a) use any Bizzibo IP, save in accordance with the Brand Guidelines in Schedule C and only to the extent expressly permitted; (b) register, apply for or use any name, mark or domain identical or confusingly similar to any Bizzibo IP; (c) reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform; or (d) remove, alter or obscure any Intellectual Property notices on the Platform.

12.4 Takedowns and Revocation

Bizzibo shall have the right to remove, modify, restrict or disable Vendor Content where Bizzibo reasonably believes that such Vendor Content infringes third-party rights, violates this Agreement, the Platform Policies or Applicable Law, or is the subject of a takedown notice. The licence granted under Clause 12.1 shall be revocable on termination of this Agreement, save that Bizzibo shall be entitled to continue to use the Vendor Content (a) in respect of Transactions completed prior to termination; (b) for archival, audit and compliance purposes as required by Applicable Law; and (c) in already-published marketing materials for a reasonable wind-down period.

12.5 User-Generated Content

As between the Parties, Bizzibo (or, as applicable, the relevant user) owns the User-Generated Content. The Vendor acquires no right to use the User-Generated Content save to access and review such content through the Platform interface for legitimate operational purposes. The Vendor shall not, without Bizzibo’s prior written consent, reproduce or use any User-Generated Content outside the Platform.

12.6 Notice and Takedown

Bizzibo operates a notice-and-takedown procedure consistent with the Intermediary Rules. The Vendor shall (a) respond to any takedown notice forwarded by Bizzibo within the timelines prescribed by Applicable Law (and in any event within thirty-six (36) hours of receipt), and (b) cooperate with Bizzibo, the Grievance Officer and any complainant in respect of intellectual property complaints.

13.1 Compliance with DPDP Act

Each Party shall comply with the DPDP Act and all other Applicable Law relating to the protection of Personal Data in connection with this Agreement.

13.2 Data Fiduciary Roles

In respect of Buyer Data and other Personal Data processed in connection with the Platform: (a) Bizzibo acts as a Data Fiduciary in respect of Personal Data collected through the Platform for purposes of operating the Platform, payments, fraud prevention and analytics; and (b) the Vendor acts as a Data Fiduciary in respect of Personal Data which it independently processes for purposes of fulfilment, customer support, post-sale service and its own statutory obligations. The Parties acknowledge that, to the extent each independently determines the purpose and means of processing, each shall be a separate Data Fiduciary and not a Data Processor of the other.

13.3 Use Limitations

The Vendor shall use Buyer Data strictly on a need-to-know basis and solely for the purposes of (a) fulfilment of Transactions, (b) customer support and after-sales service in respect of Transactions, and (c) compliance with Applicable Law. The Vendor shall not, directly or indirectly: (i) retain, reuse, exploit, profile or analyse Buyer Data for marketing, advertising, profiling, analytics or any other purpose; (ii) transfer, disclose, sell or share Buyer Data with any third party, save (A) to logistics service providers strictly for fulfilment, (B) where required by Applicable Law, or (C) with Bizzibo’s prior written consent; (iii) solicit, divert or contact Buyers outside the Platform; or (iv) use Buyer Data to circumvent the Platform or Platform Fees.

13.4 Security Safeguards

The Vendor shall implement and maintain reasonable security practices and procedures consistent with the DPDP Act and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, including organisational, technical, physical, administrative and operational safeguards appropriate to the nature, scope and sensitivity of the Personal Data processed.

13.5 Data Breach Notification

The Vendor shall notify Bizzibo, in writing and as soon as practicable (and in any event within twenty-four (24) hours of becoming aware), of any actual, suspected or threatened breach of the security, confidentiality or integrity of Buyer Data or other Personal Data processed in connection with this Agreement. The notice shall contain all information reasonably necessary to enable Bizzibo to assess and respond to the breach, including the nature, scope, affected data principals, mitigation measures and likely consequences. The Vendor shall reasonably cooperate with Bizzibo in respect of breach response, regulatory notifications and remediation.

13.6 Data Principal Rights

The Parties shall reasonably cooperate to enable data principals to exercise their rights under the DPDP Act, including rights of access, correction, erasure and grievance redressal. Each Party shall promptly notify the other of any data principal request that requires the other Party’s involvement.

13.7 Cross-Border Data Transfer

The Vendor shall not transfer Buyer Data outside India save in compliance with the DPDP Act, the rules thereunder and any directions issued by the Central Government in respect of cross-border data transfers, and only to the extent strictly necessary for fulfilment or to comply with Applicable Law.

13.8 Data Ownership

As between the Parties and without prejudice to data principal rights, all Buyer Data, transaction data, analytics, behavioural insights and derived data generated through or in connection with the Platform (excluding Vendor Content) shall be owned by Bizzibo. The Vendor shall not assert any proprietary right over such data.

14.1 Definition

“Confidential Information” means all non-public, proprietary or commercially sensitive information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, in writing, electronically or by any other means, and whether or not marked as confidential, including business plans, customer data, pricing, commercial terms, technical information, source code, algorithms, trade secrets, marketing strategies and the terms of this Agreement.

14.2 Obligations

The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use it solely for the purpose of performing its obligations and exercising its rights under this Agreement; (c) protect it with at least the same degree of care as it uses for its own confidential information of like importance, and in any event with no less than reasonable care; and (d) disclose it only to those of its directors, officers, employees, contractors, advisers and Affiliates who have a strict need to know and are bound by written obligations of confidentiality no less stringent than those set out herein.

14.3 Exceptions

The obligations in Clause 14.2 shall not apply to information that the Receiving Party can demonstrate: (a) was already in its lawful possession without confidentiality restriction before disclosure; (b) was or becomes publicly available without breach of this Agreement; (c) was lawfully received from a third party not under any duty of confidentiality; or (d) was independently developed by the Receiving Party without reference to the Confidential Information.

14.4 Compelled Disclosure

Where the Receiving Party is compelled by Applicable Law, court order or regulatory direction to disclose Confidential Information, it shall (to the extent legally permissible) promptly notify the Disclosing Party in writing, cooperate in any effort by the Disclosing Party to seek protective relief, and disclose only the minimum information legally required.

14.5 Return or Destruction

On termination of this Agreement or earlier request by the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all Confidential Information in its possession or control, save to the extent retention is required by Applicable Law or for archival purposes (in which case the obligations of confidentiality shall continue to apply).

14.6 Term

The obligations of confidentiality shall apply during the Term and for a period of three (3) years thereafter, save that obligations in respect of trade secrets and Personal Data shall continue in perpetuity (or, in the case of Personal Data, for as long as required under the DPDP Act).

15.1 Vendor Representations and Warranties

The Vendor represents and warrants, on the Effective Date and on a continuing basis throughout the Term, that:

(a) it has full legal capacity, power and authority to enter into and perform this Agreement, and has obtained all necessary corporate, regulatory and other approvals;

(b) the execution and performance of this Agreement does not violate any other agreement, instrument, judgment, decree or law to which it is subject;

(c) it has valid legal title to, or is duly authorised to sell and distribute, all Products listed on the Platform, free from any third-party claims;

(d) all Products and Vendor Content comply with Applicable Law, including consumer protection, product safety, packaging, labelling, environmental, taxation, advertising and sector-specific regulations;

(e) all information and documents provided by the Vendor to Bizzibo and Buyers are true, accurate, complete and not misleading;

(f) the Products and Vendor Content do not infringe any Intellectual Property Right or other right of any third party;

(g) the Products are not manufactured, stored, distributed or sourced in violation of Applicable Law (including labour, child labour, modern slavery, environmental and health and safety laws);

(h) it is not, and none of its directors, officers, ultimate beneficial owners or controlling persons is, the subject of any sanctions administered by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, the Government of India, or any other relevant sanctions authority;

(i) it has not, and shall not, directly or indirectly, offer, promise, give, accept or solicit any improper payment, bribe, kickback or other advantage in violation of the Indian Prevention of Corruption Act, 1988, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, or any other applicable anti-bribery and anti-corruption law;

(j) it complies with all applicable anti-money laundering laws, including the Prevention of Money Laundering Act, 2002;

(k) it is solvent, able to pay its debts as they fall due, and not the subject of any insolvency, liquidation, winding-up or similar proceeding;

(l) there is no material litigation, arbitration, regulatory action or investigation pending or, to its knowledge, threatened against it that would materially impair its ability to perform this Agreement; and

(m) it has and shall maintain adequate operational, financial, personnel and technical capacity to perform its obligations under this Agreement and to meet the Service Levels.

15.2 Materiality and Reliance

The Vendor acknowledges that the representations and warranties in Clause 15.1 are material, that Bizzibo has relied and will continue to rely upon them in granting the Vendor access to the Platform, and that any breach thereof shall constitute a material breach of this Agreement entitling Bizzibo to the remedies set out in Clauses 16, 23 and otherwise available at law or in equity.

16.1 Vendor Indemnity

The Vendor shall indemnify, defend and hold harmless Bizzibo, its Affiliates, and their respective directors, officers, employees, agents, contractors and licensees (each, an “Indemnified Party”), from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, fines, penalties, settlements, costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of or in connection with: (a) any breach by the Vendor of this Agreement (including any representation or warranty); (b) any defect, deficiency, non-conformity, contamination, recall, product safety issue or unsuitability of the Products; (c) any actual or alleged infringement by the Vendor, the Vendor Content or the Products of any Intellectual Property Right or other right of any third party; (d) any violation by the Vendor of Applicable Law; (e) any Tax liability, claim or proceeding arising out of or in connection with the Vendor’s supplies; (f) any dispute, claim or proceeding between the Vendor and a Buyer; (g) any breach of data protection or privacy obligations attributable to the Vendor; (h) any breach by the Vendor of anti-bribery, anti-corruption, sanctions or anti-money laundering laws; and (i) any death, personal injury or property damage caused or alleged to be caused by the Products.

16.2 Procedure

In respect of any indemnified claim: (a) the Indemnified Party shall promptly notify the Vendor of the claim (provided that any delay in notice shall not relieve the Vendor of its indemnity obligations save to the extent the Vendor is materially prejudiced thereby); (b) the Indemnified Party shall have the right, but not the obligation, to assume sole control of the defence and settlement of the claim, with counsel of its choice, at the Vendor’s cost; (c) the Vendor shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim in a manner that imposes any obligation, restriction or admission of liability on the Indemnified Party; and (d) the Vendor shall provide all information, assistance and cooperation reasonably required by the Indemnified Party.

16.3 Defence Costs

The Indemnified Party shall be entitled to recover all reasonable defence costs (including legal fees and expenses) as and when incurred, regardless of the ultimate outcome of the claim.

16.4 Bizzibo Indemnity

Bizzibo shall indemnify, defend and hold harmless the Vendor against direct losses arising from any claim by a third party that the Platform itself (excluding the Vendor Content, the Products or any matter attributable to the Vendor) infringes such third party’s Intellectual Property Right in India, subject to the Vendor (a) promptly notifying Bizzibo, (b) granting Bizzibo sole control of the defence and settlement, and (c) providing all reasonable assistance. Bizzibo shall not be liable under this Clause 16.4 for claims arising from (i) modifications to the Platform not made by Bizzibo, (ii) combination of the Platform with any item not provided by Bizzibo, or (iii) the Vendor’s use of the Platform other than as permitted under this Agreement.

16.5 Survival

The obligations under this Clause 16 shall survive termination of this Agreement.

17.1 Exclusion of Indirect Damages

To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, anticipated savings, goodwill, business opportunity, data or use, arising out of or in connection with this Agreement, regardless of the form of action and whether or not such Party was advised of, or could reasonably have foreseen, such damages.

17.2 Cap on Bizzibo Liability

To the maximum extent permitted by Applicable Law, the aggregate liability of Bizzibo arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Platform Fees actually received by Bizzibo from the Vendor during the six (6) months immediately preceding the event first giving rise to the claim.

17.3 Carve-Outs

The exclusions and limitations in Clauses 17.1 and 17.2 shall not apply to: (a) liability arising from a Party’s fraud, gross negligence or wilful misconduct; (b) the Vendor’s indemnification obligations under Clauses 11.6 and 16.1; (c) breach of confidentiality obligations under Clause 14; (d) breach of data protection obligations under Clause 13; (e) breach of intellectual property obligations under Clause 12; (f) breach of anti-bribery, sanctions or anti-money laundering obligations; (g) the Vendor’s payment obligations (including in respect of refunds, chargebacks, set-offs, reserves, Platform Fees and Taxes); and (h) any liability that cannot be excluded or limited under Applicable Law.

17.4 No Liability for Third-Party Service Providers

Bizzibo shall not be liable for the acts, omissions, defaults or breaches of any third-party service provider, including logistics service providers, payment aggregators, payment gateways, banks, telecommunications providers and other intermediaries. Where Bizzibo facilitates access to such services, it does so as a facilitator and not as the provider thereof.

17.5 Time Bar

No claim by either Party arising out of or in connection with this Agreement shall be brought more than twelve (12) months after the cause of action first arose, save in respect of (a) the Vendor’s payment obligations to Bizzibo, and (b) any claim that cannot be time-barred under Applicable Law.

17.6 Acknowledgement

The Vendor acknowledges that the Platform Fees have been calculated on the basis of the allocation of risk set out in this Clause 17, that this allocation reflects the commercial bargain between the Parties, and that the Platform would not be made available to the Vendor on the Platform Fees specified absent the limitations in this Clause 17.

18.1 Recommended Insurance

Bizzibo strongly recommends, but does not require, that the Vendor maintain throughout the Term, with reputable insurers, insurance coverage appropriate to the nature, scale and risk profile of the Vendor’s business, including (as relevant): (a) product liability insurance; (b) commercial general liability insurance; (c) cyber liability insurance; and (d) marine/transit insurance for goods in transit.

18.2 Vendor Acknowledgement

The Vendor acknowledges that (a) Bizzibo does not carry insurance covering the Vendor’s products, business or liabilities; (b) the Vendor’s decision not to maintain insurance does not derogate from any of its obligations under this Agreement (including under Clauses 16 and 17); and (c) Bizzibo may, in respect of certain Product categories or for vendors above defined turnover thresholds, introduce mandatory insurance requirements by amendment to Schedule A on reasonable notice in accordance with Clause 27.

18.3 Evidence

Where the Vendor maintains insurance, it shall, on Bizzibo’s reasonable request, provide certificates of insurance and other reasonable evidence of coverage.

19.1 Compliance

The Vendor shall comply with all anti-bribery, anti-corruption, sanctions, export controls and anti-money laundering laws applicable to it and to the performance of this Agreement, including the Indian Prevention of Corruption Act, 1988, the Prevention of Money Laundering Act, 2002, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the sanctions regimes administered by the United Nations, OFAC, the European Union, the United Kingdom and the Government of India.

19.2 Specific Prohibitions

The Vendor shall not, directly or indirectly: (a) offer, promise, give, accept or solicit any improper payment, bribe, kickback, gift or other advantage in connection with this Agreement or the Platform; (b) deal with, transact with, or facilitate any transaction involving any sanctioned person, sanctioned country or sanctioned activity; (c) engage in, facilitate or fail to report any money laundering or terrorism financing activity; or (d) export, re-export or transfer any Product in violation of applicable export controls.

19.3 Audit and Cooperation

The Vendor shall maintain accurate books and records, implement reasonable internal controls, and cooperate with Bizzibo in any investigation, audit or regulatory inquiry related to compliance with this Clause 19. Bizzibo may suspend or terminate this Agreement with immediate effect on reasonable belief of breach of this Clause 19.

20.1 General Compliance

The Vendor shall, at its own cost, comply with all Applicable Law in connection with this Agreement and the Vendor’s business, including the IT Act and the Intermediary Rules (to the extent applicable to the Vendor as a business entity using the Platform), the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020, the GST law, the Income Tax Act, 1961, the Legal Metrology Act, 2009 and rules thereunder, the Food Safety and Standards Act, 2006 (where applicable), the Drugs and Cosmetics Act, 1940 (where applicable), the Bureau of Indian Standards Act, 2016 (where applicable), the DPDP Act, the Foreign Exchange Management Act, 1999 (where applicable) and all sector-specific regulations applicable to the Products.

20.2 Prohibited Conduct

Without limiting the generality of any other provision of this Agreement, the Vendor shall not, directly or indirectly: (a) list, offer or sell any product set out in Schedule B or otherwise prohibited under Applicable Law; (b) infringe any Intellectual Property Right or other right of any third party; (c) misrepresent any aspect of the Products, the Vendor or the Vendor’s business; (d) manipulate ratings, reviews, search rankings, transaction flows, or platform metrics (including through fake orders, circular orders or incentivised reviews); (e) engage in fraudulent, deceptive or unfair trade practices; (f) attempt to divert Buyers, traffic or transactions outside the Platform; (g) attempt to circumvent payment, settlement, dispute resolution or fee mechanisms of the Platform; or (h) misuse any data, content, systems, APIs or features made available through the Platform.

20.3 Audit and Information Rights

Bizzibo (or its representatives or auditors) shall have the right, on reasonable prior notice (or, in cases of suspected fraud, regulatory direction or material breach, without notice), to: (a) request and inspect such books, records, systems, licences, certifications, premises and other information as may be reasonably necessary to verify the Vendor’s compliance with this Agreement and Applicable Law; and (b) conduct or commission audits, investigations or sample purchases. The Vendor shall reasonably cooperate at its own cost. Findings of material non-compliance shall entitle Bizzibo to recover the costs of investigation.

20.4 Record Retention

The Vendor shall retain all records and documents relating to Transactions, Product compliance, Tax compliance and customer interactions for the periods required by Applicable Law and, in any event, for not less than seven (7) years from the date of the relevant Transaction.

21.1 Non-Solicitation

The Vendor shall not, directly or indirectly, during the Term and for a period of twelve (12) months thereafter, (a) solicit, approach, divert, induce or contact any Buyer (introduced through the Platform) for the purpose of transacting outside the Platform; (b) include in shipments or post-delivery communications any inducement, advertising, contact details or coupon directing the Buyer away from the Platform; (c) use Buyer Data, contact details or insights derived from the Platform for any purpose outside this Agreement; or (d) engage in any conduct designed to circumvent Bizzibo’s payment, settlement, dispute or fee mechanisms.

21.2 Liquidated Damages and Injunctive Relief

The Vendor acknowledges that breach of Clause 21.1 would cause Bizzibo immediate and irreparable harm for which damages alone would be an inadequate remedy. Accordingly, Bizzibo shall be entitled to (a) seek injunctive and equitable relief from any court of competent jurisdiction, without the requirement to post any bond, in addition to any other remedies available; and (b) recover, as liquidated damages and not as penalty, an amount equal to three (3) times the Platform Fees that would have been payable in respect of the off-Platform transactions, without prejudice to any other remedies available.

22.1 Application

This Clause 22 and Schedule F shall apply to Vendors that (a) are resident outside India, or (b) make supplies to Buyers outside India through the Platform (a "Cross-Border Vendor"). Vendors that are incorporated and resident in India and that source goods from outside India for onward supply as principals are not Cross-Border Vendors within the meaning of this Clause 22; the regime applicable to such Vendors is set out in Clause 22A (Global Sourcing Provisions) and Schedule G.

22.2 Foreign Exchange and Remittance

Cross-Border Vendors shall comply with the Foreign Exchange Management Act, 1999, the rules and regulations issued thereunder, and any directions issued by the Reserve Bank of India in respect of cross-border e-commerce. Settlement of Sales Proceeds to Cross-Border Vendors shall be in compliance with FEMA. The Vendor shall obtain all FIRC, IEC, and other documentation required, and shall be responsible for all foreign exchange risk.

22.3 Sanctions and Denied Persons

Bizzibo shall be entitled to screen Cross-Border Vendors against sanctions lists and denied persons lists. The Vendor shall not, and shall procure that its Affiliates and counterparties shall not, transact in violation of any sanctions regime applicable to Bizzibo, the Vendor or the Buyer.

22.4 Applicable Consumer Law

Cross-Border Vendors acknowledge that, in respect of supplies to Buyers in India, Indian consumer protection law (including the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020 and the jurisdiction of Indian Consumer Disputes Redressal Commissions) applies to the Buyer-facing transaction notwithstanding any contrary provision in this Agreement, and shall reasonably participate in any consumer dispute resolution processes.

22.5 Indemnity for Cross-Border Liabilities

Cross-Border Vendors shall indemnify Bizzibo against (a) any duty, levy, penalty or liability arising in any jurisdiction in connection with the Vendor’s supplies; (b) any non-compliance with the law of any jurisdiction in which the Buyer is located; and (c) any claim by any tax, regulatory or law enforcement authority arising from the Vendor’s cross-border activities.

23.1 Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Clause 23.

23.2 Suspension

Bizzibo may, at its discretion and with or without prior notice, suspend, restrict or limit the Vendor’s access to the Platform (in whole or in part), withhold settlements, remove or de-rank listings, or take such other protective measures as Bizzibo considers necessary, where Bizzibo reasonably believes that: (a) the Vendor has breached or is likely to breach this Agreement, the Platform Policies or Applicable Law; (b) the Vendor’s activities involve fraud, misrepresentation, deception or unlawful conduct; (c) the Vendor’s performance results in excessive complaints, returns, chargebacks or disputes; (d) the Vendor poses a risk to Buyers, the Platform, Bizzibo’s reputation or regulatory compliance; (e) continued access may result in legal, financial or reputational harm to Bizzibo; or (f) suspension is required by court order, regulatory direction or Applicable Law.

23.3 Termination for Cause

Either Party may terminate this Agreement with immediate effect by written notice to the other Party where the other Party (a) commits a material breach of this Agreement that is incapable of cure or, if capable of cure, is not cured within fifteen (15) days of written notice requiring cure; (b) becomes insolvent, goes into liquidation or has an analogous proceeding initiated against it; or (c) ceases to carry on its business.

23.4 Termination by Bizzibo for Convenience or Non-Curable Conduct

Bizzibo may, in addition to its rights under Clause 23.3, terminate this Agreement (a) for convenience by giving the Vendor not less than thirty (30) days’ prior written notice; or (b) with immediate effect on the occurrence of any event that, in Bizzibo’s reasonable opinion, makes it untenable to continue the relationship, including breach of Clauses 12, 13, 14, 15, 16, 19 or 21, fraud, regulatory action, criminal proceedings, or persistent failure to meet Service Levels.

23.5 Termination by Vendor for Convenience

The Vendor may terminate this Agreement for convenience by giving Bizzibo not less than thirty (30) days’ prior written notice, provided that the Vendor shall continue to fulfil all Transactions accepted prior to the effective date of termination.

24.1 Effect of Termination

Upon termination or expiry of this Agreement: (a) the Vendor’s right to access and use the Platform shall cease, save to the extent reasonably required to fulfil pending Transactions; (b) all pending Transactions accepted prior to the effective date of termination shall be fulfilled by the Vendor in accordance with this Agreement, save where Bizzibo elects to cancel and refund Buyers; (c) the Vendor shall continue to honour Buyer warranties, returns, refunds, replacements and after-sales obligations notwithstanding termination; (d) Bizzibo may continue to hold reserves and withhold settlements for such period as is reasonably necessary to address residual returns, refunds, chargebacks, regulatory exposures or other contingent liabilities (and in any event for not less than ninety (90) days); (e) the Vendor shall return or destroy all Confidential Information in accordance with Clause 14.5; (f) the Vendor shall pay all undisputed amounts owing to Bizzibo within seven (7) days; and (g) Bizzibo shall, after netting of all amounts owing by the Vendor and after expiry of the holdback period, remit any net Settlement Amount due to the Vendor.

24.2 Accrued Rights

Termination shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or that expressly or by implication are intended to continue or come into force on or after termination.

24.3 Survival

The following provisions shall survive termination of this Agreement: Clauses 1 (Definitions and Interpretation), 3.2 (No Title; No Sale), 9 (Returns, Refunds and Chargebacks, in respect of accrued matters), 10 (Payments, Settlement, Set-Off and Reserves, in respect of accrued matters), 11 (Taxation), 12.4 and 12.5 (Takedowns; UGC), 13 (Data Protection and Privacy), 14 (Confidentiality), 15.1 (Representations made), 16 (Indemnification), 17 (Limitation of Liability), 19 (Anti-Bribery), 20.4 (Record Retention), 21 (Non-Circumvention), 22.5 (Cross-Border Indemnity), 24 (Effect of Termination), 26 (Dispute Resolution), 28 (Notices), 29 (Governing Law and Jurisdiction) and 31 (General Provisions).

25.1 Definition

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a Party that prevents or materially impedes such Party’s performance of its obligations under this Agreement, including acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, public health emergency, war, terrorism, civil unrest, riots, governmental action, acts of regulatory authorities, internet shutdowns, large-scale cyber-attacks, sanctions, trade embargoes, strikes (other than those of the affected Party’s own personnel), and failures of power, telecommunications or critical infrastructure.

25.2 Effect

A Party affected by a Force Majeure Event shall (a) promptly notify the other Party in writing, providing reasonable particulars; (b) use commercially reasonable efforts to mitigate the impact; and (c) be excused from performance of the affected obligations (other than payment obligations for amounts already accrued) for the duration of the Force Majeure Event. The affected Party shall resume performance promptly upon cessation of the Force Majeure Event.

25.3 Termination

If a Force Majeure Event continues for a period exceeding sixty (60) days, either Party may terminate this Agreement by written notice to the other, without liability arising from such termination (without prejudice to rights and obligations accrued prior to termination).

26.1 Negotiation

In the event of any dispute, controversy, claim or difference arising out of, in connection with, or relating to this Agreement (including the existence, validity, interpretation, performance, breach or termination thereof) (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good faith negotiations between senior representatives with authority to settle the Dispute on behalf of the respective Party, for a period of thirty (30) days from the date on which one Party gives written notice of the Dispute to the other. The notice of a Dispute shall identify the substance of the Dispute and the relief sought.

26.2 Court Resolution

If the Dispute is not resolved through negotiations within the 30-day period specified in Clause 26.1, or if any Party gives written notice that further negotiations are unlikely to be productive, the Dispute shall be subject to the exclusive jurisdiction of the courts at Kochi, Kerala. Each Party irrevocably submits to the jurisdiction of the courts at Kochi for the purpose of the resolution of the Dispute and waives any objection to such jurisdiction on the grounds of inconvenient forum or otherwise. This Agreement and any Dispute shall be governed by and construed in accordance with the laws of India, without giving effect to any choice of law or conflict of law principles.

26.3 Interim Relief

Notwithstanding Clauses 26.1 and 26.2, either Party may apply directly to the courts at Kochi for interim or injunctive relief in connection with a Dispute where such relief is reasonably necessary to preserve the rights of the applying Party pending substantive resolution of the Dispute. An application for interim or injunctive relief is not a waiver of the negotiation requirement in Clause 26.1, which shall continue to apply to the substantive Dispute.

26.4 Continuing Performance

Pending resolution of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement, save to the extent that performance of an obligation is the subject of the Dispute or has been suspended or terminated in accordance with Clause 23.

26.5 Confidentiality of Settlement Discussions

Without prejudice to the right of either Party to use any information disclosed during negotiation in subsequent court proceedings as permitted by law, the Parties shall keep confidential the substance of negotiations conducted under Clause 26.1, save to the extent disclosure is required by Applicable Law or judicial direction.

27.1 Bizzibo Amendments

Bizzibo may, from time to time, amend this Agreement, the Schedules or the Platform Policies by giving the Vendor notice of such amendment through the Platform, by email or otherwise (an “Amendment Notice”). The amendment shall take effect on the date specified in the Amendment Notice, which shall be no less than fifteen (15) days from the date of notice (or such longer period as may be reasonable in the circumstances), save where (a) shorter notice is required by Applicable Law, regulatory direction or court order; (b) the amendment is necessitated by an immediate risk to Buyers, the Platform, security or Applicable Law; or (c) the amendment relates to operational, technical, security or fraud-prevention matters.

27.2 Continued Use

Continued use of the Platform by the Vendor after the effective date of an amendment shall constitute the Vendor’s acceptance of such amendment. Where the Vendor does not accept an amendment, its sole remedy shall be to terminate this Agreement in accordance with Clause 23.5 prior to the effective date of the amendment.

27.3 Bilateral Amendments

Notwithstanding Clause 27.1, amendments to commercial terms negotiated bilaterally between Bizzibo and the Vendor shall be effective only upon written agreement (including by exchange of emails) between the Parties.

28.1 Mode of Notice

All notices, communications, approvals and consents under this Agreement shall be in writing and may be served by: (a) electronic mail to the registered email address of the recipient Party as set out in the records of the Platform or in Schedule E; (b) notification through the Platform interface; (c) hand delivery or registered post / reputed courier to the registered office of the recipient Party; or (d) any other mode reasonably calculated to give actual notice.

28.2 Deemed Receipt

Notices shall be deemed received: (a) if by email, on the day of transmission, provided no bounce-back or non-delivery report is received within twenty-four (24) hours; (b) if by Platform notification, on display to the user; (c) if by hand delivery, on actual delivery; and (d) if by registered post or courier, on the third (3rd) Business Day after dispatch.

28.3 Change of Details

Each Party shall promptly notify the other of any change in its notice details. Until such notice is received, notices delivered to the previously notified details shall be deemed validly served.

28.4 Designated Officers

Bizzibo’s notices for grievances, intellectual property complaints, regulatory matters and data protection matters shall be addressed to the relevant officers identified in Schedule E.

29.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of India.

29.2 Jurisdiction

Subject to Clause 26 (Dispute Resolution), the courts at Kochi, Kerala shall have exclusive jurisdiction over any matter arising out of or in connection with this Agreement, including applications for interim or emergency relief under Clause 26

29.3 Cross-Border Vendors

Cross-Border Vendors acknowledge that (a) Indian consumer protection law applies to the Buyer-facing transaction notwithstanding the choice of law in Clause 29.1, and (b) the choice of seat and jurisdiction in Clause 29.2 does not preclude Buyers in India from approaching their local Consumer Disputes Redressal Commission in accordance with Applicable Law.

30.1 By Bizzibo

Bizzibo may assign, novate, transfer or subcontract this Agreement (in whole or in part) to any Affiliate or successor entity (whether by merger, acquisition, restructuring or otherwise), without the consent of the Vendor, on notice to the Vendor.

30.2 By Vendor

The Vendor shall not assign, novate, transfer, subcontract or otherwise deal with any of its rights or obligations under this Agreement without Bizzibo’s prior written consent. Any change in control of the Vendor shall be deemed an assignment for the purposes of this Clause 30.2.

31.1 Entire Agreement

This Agreement (together with the Schedules and the Platform Policies as in force from time to time) constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings, representations and arrangements (whether written or oral) in respect thereof. The Vendor acknowledges that it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.

31.2 Severability

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such provision shall be severed (or modified to the minimum extent necessary to make it valid) and the remaining provisions shall continue in full force and effect.

31.3 Waiver

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise. Any waiver shall be effective only if in writing and signed by an authorised representative of the waiving Party.

31.4 No Third Party Rights

A person who is not a Party to this Agreement shall have no right to enforce any term of this Agreement.

31.5 Counterparts and Electronic Execution

This Agreement may be executed in counterparts and by electronic means (including click-wrap acceptance), and each counterpart, when so executed, shall be deemed an original and together shall constitute one and the same instrument. Electronic acceptance and electronic signatures shall be valid and binding under the IT Act and the Indian Contract Act, 1872.

31.6 Reservation of Rights

All rights not expressly granted to the Vendor under this Agreement are reserved by Bizzibo. The exercise (or non-exercise) by Bizzibo of any right or remedy under this Agreement shall be without prejudice to any other rights or remedies available to it at law, in equity or otherwise.

31.7 Language

The English language version of this Agreement shall prevail in the event of any conflict with any translated version.

31.8 Costs

Each Party shall bear its own costs in connection with the negotiation, preparation and execution of this Agreement.

A.1 Platform Commission

Bizzibo shall charge platform commission on the value of each Transaction as follows: [• Insert flat rate, tiered rate by category, or category-wise rate card].

A.2 Payment Processing Charges

Payment processing charges shall be passed through at actuals or as a flat percentage of [•]% of Transaction value, as notified.

A.3 Logistics Charges (where logistics facilitation availed)

Logistics charges shall be as per the rate card notified separately for the relevant logistics service provider, with reverse logistics for returns charged at [•].

A.4 Technology / Subscription Fees

[• Specify if applicable]

A.5 Promotional and Advertising Fees

Optional promotional services, sponsored listings and advertising fees shall be as separately agreed and acknowledged by the Vendor.

A.6 Settlement Cycle

T+10 days from confirmed delivery, subject to Clause 10 of the Agreement.

A.7 Rolling Reserve

7.5% of gross monthly Sales Proceeds, released in accordance with Clause 10.6 of the Agreement. Bizzibo may adjust the rolling reserve percentage based on the Vendor’s risk profile, performance, category and Transaction history.

A.8 Penalty / Service Credit Schedule

As set out in Schedule D and as notified.

A.9 GST Tax Collected at Source

Bizzibo shall collect TCS under Section 52 CGST at the rate prescribed by the Government from time to time on net taxable supplies through the Platform.

A.10 Income Tax Deducted at Source

Bizzibo shall deduct TDS under Section 194-O of the Income Tax Act, 1961 at the rate prescribed by the Government from time to time on the gross value of sales effected through the Platform.

B.1 Absolutely Prohibited

(a) Counterfeit, replica, pirated or otherwise IP-infringing goods; (b) firearms, ammunition, explosives, weapons and accessories thereto; (c) narcotic drugs, psychotropic substances and controlled substances; (d) tobacco products and electronic nicotine delivery systems, save where expressly permitted under Applicable Law and Bizzibo policy; (e) human organs, blood, gametes, embryos, stem cells and human remains; (f) live animals, endangered species and wildlife products covered by CITES or the Wild Life (Protection) Act, 1972; (g) currency, coins, stamps and instruments of exchange (other than collectibles meeting Bizzibo policy); (h) hazardous chemicals, radioactive substances and biohazardous materials; (i) child sexual abuse material and any other content prohibited under Applicable Law; (j) goods bearing forged, altered or false hallmarks, certifications or quality marks; (k) products subject to recall or regulatory ban; and (l) any product whose sale would violate Applicable Law.

B.2 Restricted (subject to additional conditions)

(a) Drugs and medical devices (subject to Drugs and Cosmetics Act compliance and category approval); (b) food products (subject to FSSAI registration and labelling compliance); (c) AYUSH products (subject to AYUSH licensing); (d) infant food and food for special dietary use (subject to specific labelling); (e) cosmetics (subject to BIS, labelling and ingredient disclosures); (f) electronics (subject to BIS, e-waste and labelling compliance); (g) precious metals and stones (subject to BIS hallmarking, KYC and AML compliance); (h) used / refurbished goods (subject to Bizzibo refurbishment standards and disclosures); (i) age-restricted products (subject to age-verification at delivery).

C.1 Use of Bizzibo Marks

Bizzibo grants the Vendor a non-exclusive, non-transferable, royalty-free, revocable licence, during the Term, to use the Bizzibo trade marks, logos and approved phrases (“Bizzibo Marks”) solely for the purpose of identifying the Vendor as a seller on the Platform, in accordance with this Schedule C and any brand guidelines published by Bizzibo from time to time.

C.2 Restrictions

The Vendor shall not (a) modify, distort or combine the Bizzibo Marks with any other mark; (b) use the Bizzibo Marks in a manner that is misleading, disparaging or detrimental to Bizzibo’s reputation; (c) register or apply for any name, mark, logo or domain identical or confusingly similar to any Bizzibo Mark; (d) suggest any endorsement, sponsorship or affiliation beyond the seller-platform relationship contemplated by this Agreement; or (e) use the Bizzibo Marks after termination of the Agreement (save in any reasonable wind-down communications expressly permitted by Bizzibo).

C.3 Acknowledgement

All goodwill arising from the Vendor’s use of the Bizzibo Marks shall enure exclusively to the benefit of Bizzibo. The Vendor shall not assert any right, title or interest in the Bizzibo Marks.

D.1 Order Acceptance

The Vendor shall accept or reject each order within [•] hours of order notification.

D.2 Dispatch SLA

The Vendor shall dispatch each accepted order within [•] Business Days, and shall update the Platform with tracking details upon dispatch.

D.3 On-Time Delivery

The Vendor shall maintain an on-time delivery rate of not less than [•]% measured on a rolling 30-day basis.

D.4 Return Rate

The Vendor’s return rate (excluding returns attributable to logistics or platform issues) shall not exceed [•]% measured on a rolling 90-day basis.

D.5 Customer Rating

The Vendor shall maintain an average Buyer rating of not less than [•] out of 5 measured on a rolling 90-day basis.

D.6 Customer Support

The Vendor shall (a) acknowledge customer queries within [•] hours and resolve them within [•] Business Days, and (b) cooperate with Bizzibo’s Grievance Officer in respect of escalated complaints.

D.7 Consequences

Persistent failure to meet the Service Levels above may result in (a) warning, (b) reduced visibility, (c) penalties / service credits as separately notified, (d) suspension, or (e) termination, in accordance with Clauses 8 and 23 of the Agreement.

E.1 Bizzibo Notice Address

Address: [•] Email: [•] Attention: Legal Department

E.2 Grievance Officer (Intermediary Rules and CP E-Commerce Rules)

Name: [•] Designation: Grievance Officer Email: grievance@bizzibo.[•] Response: complaints acknowledged within 24 hours and resolved within 15 days

E.3 Nodal Officer

Name: [•] Email: nodal@bizzibo.[•]

E.4 Data Protection / Privacy Contact

Email: privacy@bizzibo.[•]

E.5 Intellectual Property Complaints

Email: ipcomplaints@bizzibo.[•]

F.1 Application

This Schedule applies to Cross-Border Vendors as defined in Clause 22.1 of the Agreement.

F.2 KYC / KYB Documentation

Cross-Border Vendors shall additionally provide: (a) certificate of incorporation and constitutional documents of the foreign entity; (b) tax residency certificate; (c) IEC code (where importing into India); (d) ultimate beneficial ownership disclosures meeting FATF standards; (e) sanctions screening declarations; and (f) any documentation reasonably required by Bizzibo to comply with FEMA and RBI directions.

F.3 Currency and Forex

Settlement of Sales Proceeds to Cross-Border Vendors shall be in the currency designated by Bizzibo, in compliance with FEMA and RBI directions. The Vendor bears all foreign exchange risk and conversion costs. FIRC and bank documentation shall be facilitated as required.

F.4 Tax

Cross-Border Vendors shall (a) self-assess applicability of equalisation levy, (b) provide tax residency certificates and other documents to claim treaty benefits, (c) acknowledge withholding tax may apply on payments, and (d) bear sole responsibility for compliance with the tax laws of the home jurisdiction.

F.5 Sanctions and Denied Persons

Cross-Border Vendors shall not be located in, or transact in connection with, any sanctioned country or person. Bizzibo may screen periodically and suspend on hits.

F.6 Indian Consumer Law

Cross-Border Vendors acknowledge that supplies to Indian Buyers are subject to Indian consumer protection law, the jurisdiction of Indian Consumer Disputes Redressal Commissions, and the Grievance Officer mechanism, notwithstanding any contrary provision of this Agreement.