This agreement (the "Agreement") is entered into between you or the entity you represent (hereinafter "You" or "Your" or the "Seller(s)") and Zoho Commerce Technologies Private Limited (hereinafter "ZCTPL"). This Agreement governs your use of 'Vikra' platform - an e-commerce marketplace service provided by ZCTPL (the "Service(s)").
To be eligible to enter into this Agreement and use the Services, you must (i) be of legal age, (ii) have legal capacity, and (iii) have an entity incorporated in India. By using the Services or by accepting the terms of this Agreement, you agree to be legally bound by them. If You do not agree to these terms, do not use the Service.
Definitions
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"Applicable Law(s)" means any and all laws, including but not limited to the Consumer Protection Act, 2019, Consumer Protection (E-Commerce) Rules, 2020, Information Technology Act, 2000 and rules framed thereunder, Legal Metrology Act, 2009 and rules framed thereunder, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, Foreign Direct Investment Policy, ONDC policies, other statutes, directives, regulations, decisions, legislations, regulatory rules, policies, orders, judgments, decrees, frameworks, code of practice, guidelines, circulars, instructions, or industry standards as issued by Government of India, any State Government in India and/or any other statutory and regulatory authority in India from time to time and are applicable to a Party, the services and /or arrangements covered under the Agreement.
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"Buyer(s)" means the users of the Buyer App accessing the ONDC Network to purchase any goods or avail any services offered by Sellers on the Seller App.
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"Buyer App(s)" means all platforms or applications which enable the Buyers to purchase any goods or avail any service on the ONDC Network.
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"Content" means all information including but not limited to text, graphics, seller and buyer interfaces, visual interfaces, photographs and images, trademarks, logos, sounds, music and artwork, notes, messages, drawings that is generated by the sellers on the ONDC Network.
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"Declared Price" shall mean the final price declared by the Seller on the Services.
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"Ecosystem Participant" shall mean any participant in the ONDC ecosystem, other than Network Participants, and includes the Technology Service Providers (TSPs), Sellers and other ONDC Network participants who may not have any direct contractual relationship with ONDC, but are engaged by the Network Participants in relation to activities carried over the ONDC Network.
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"Estimated Time of Arrival" (“ETA”) means the estimated time provided by the Seller at which Product will be delivered to the Buyer or will be marked Ready to Ship for the On-network LSP to pickup the order, as applicable.
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"Gateway" means the technology provider that will ensure discoverability of all Sellers in the ONDC Network by multicasting the search request received from Buyer App to all Seller App and vice-versa, based on criteria, including but not limited to, location, availability, and other customer preferences as provided for in the Network Policies of ONDC.
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"Network Participants" means the participants on the ONDC Network including Gateways, Buyer Apps, Seller Apps.
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"ONDC" means the Open Network for Digital Commerce, a section 8 company established under the Companies Act, 2013.
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"Ready To Ship" (“RTS”) means the Products being communicated as being packed, available and ready to be provided for delivery by the Seller.
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"Relative" with reference to any person, means anyone who is related to another, if (i) they are members of a Hindu undivided family; (ii) they are husband and wife; or (iii) if he or she is related to another in the following manner, namely:-
Father: Provided that the term “Father” includes step-father;
Mother: Provided that the term “Mother” includes the step-mother;
Son: Provided that the term “Son” includes the step-son;
Son’s wife;
Daughter;
Daughter’s husband;
Brother: Provided that the term “Brother” includes the step-brother; or
Sister: Provided that the term “Sister” includes the step-sister.
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"Successful Order" shall mean all orders that are completed and delivered to the Buyer.
Services
ZCTPL is a network participant - Marketplace Seller Node (NP-MSN) in the Open Network for Digital Commerce network ("ONDC Network") that facilitates the Sellers to list and sell their goods and/or services ("Products") through the Buyer Apps participating in the ONDC Network via the Services. In order to avail the Services, you need to provide certain information, including your GST certificate, PAN number, address proof, bank account details, business information, store and Product details, and any other information as requested by ZCTPL from time to time ("Seller Information"). You undertake that all Product related details submitted by you through the Services are accurate and completely align with the actual appearance, quality, purpose, and features of the Product being offered. You are responsible for ensuring the accuracy and integrity of the Seller Information and for promptly updating any changes or modifications to it at all times.
In addition to Seller Information, ONDC may request ZCTPL for any additional information relating to you, to ensure that all services provided through the ONDC Network are in accordance with Applicable Laws including but not limited to Know Your Customer (“KYC”) norms, Anti-Money Laundering (“AML”) standards, obligations under Combating of Financing of Terrorism (“CFT”) and Prevention of Money Laundering Act (“PMLA”), 2002. Accordingly, you must provide such information required by ZCTPL from time to time.
You are solely responsible for maintaining the confidentiality of your account login ID, password, and other account information, and you will be liable for all activities conducted through your account, whether or not you have authorized them.
Your onboarding to the Services and the ONDC Network is contingent upon ZCTPL's verification and approval of the Seller Information, including any update to such information. With respect to any updated Seller Information, until the verification is completed and the updated Seller Information is approved, the existing Seller Information will remain in effect. This verification may be conducted by ZCTPL, its affiliates or by a third-party service provider engaged by ZCTPL or its affiliates. If the details provided by you are found to be incomplete or inaccurate, ZCTPL reserves the right to take appropriate action, which may include requesting for additional information, declining to publish your store in the ONDC Network, or temporarily or permanently suspending the Services to you, with immediate effect. Verification of Seller Information by ZCTPL does not imply or guarantee the accuracy, completeness, or correctness of your information, and it does not relieve you from any liability that may arise from providing any inaccurate or incomplete information. ZCTPL reserves the right to withhold payment of settlement amount to you for any orders until the updated Seller Information is verified and approved by ZCTPL.
Upon successful verification of Seller Information, your store and Product related details ("Catalog") will be shared with the Buyer Apps in response to the Buyer Apps’ search requests. ZCTPL reserves the right to remove any Product from the Catalog at any time, without any notice to you, in the event ZCTPL believes that such Product is in violation of terms of this Agreement. You understand that Buyer Apps retain sole discretion in determining whether to publish or reject your Catalog on their platform. You shall promptly provide any additional Catalog information requested by ZCTPL based on the requirements of ONDC protocol, Buyer Apps, or other Network Participants. Your failure to provide such information may result in your Catalog not being displayed in the Buyer Apps, for which ZCTPL will bear no responsibility. Further, certain information requested by Buyer Apps, while not explicitly marked mandatory, forms part of the information required within the Services and the display of your Catalog in Buyer Apps' platform is contingent upon you providing such information. You are responsible for promptly updating any modifications to the Catalog within the Services and you agree that ZCTPL will not be liable for any delay or failure on the part of the Buyer Apps to update the Catalog modifications. ZCTPL does not guarantee the display of your Catalog in the Buyer Apps under any circumstance and will have no liability if your Catalog does not appear on any Buyer Apps. All orders received from the Buyer Apps will be accepted by default in the Services, based on the information provided by you at the time of onboarding and during the course of using the Services. You must use your best efforts to fulfill all the orders received through the Services, and you agree not to reject any orders unreasonably. In the event you reject an order, you must provide a valid reason for such rejection. You acknowledge and agree that frequent rejection of orders may result in suspension or termination of Services provided to you.
ONDC will, in due course, by itself or through an authorized entity, create and maintain a scoring/badging system or registry for Sellers based on the data you provide through ZCTPL. The Scoring/Badging System will provide a consolidated rating for Sellers, and ZCTPL will display the reputation of Sellers to the users through the Buyer Apps to help them make an informed decisions. You agree to provide all necessary consent to ZCTPL as required under Applicable Laws for sharing your data with ONDC for the above mentioned purpose. You also permit ONDC to continue using, processing, and utilizing all your information stored in the Scoring/Badging System within the ONDC Registry, as ONDC deems appropriate.
Additionally, ONDC reserves the right to build and maintain a reputation ledger ranking based on the quality of Products offered and sold by all Sellers participating in the reputation ledger. This ranking will be based on the data that you provide through ZCTPL.
License Grant
Subject to your compliance with the terms of this Agreement, ZCTPL grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Service.
By using the Services, you grant ZCTPL and its affiliates all necessary permissions as required under Applicable Laws to,
access, use, store, and share all your information, during and after the term of this Agreement, for the purpose of providing the Services and as required by Applicable Laws. ZCTPL may share this data with third parties, including but not limited to Buyer Apps, logistics service providers (LSPs), banks, settlement agency, Gateways, and other Network Participants, as necessary for the aforementioned purposes.
share your information with ONDC. You further permit ONDC to use and store such data, as it deems appropriate, during and after your participation in the ONDC Network.
share your information with Buyer Apps. This includes the right for Buyer Apps to display and store your information within their platform as required for their participation in the ONDC Network.
You acknowledge and agree that Network Participants and Ecosystem Participants accessing your information in connection with your use of the Services may share this information with third parties as needed to fulfill their roles within the ONDC Network and to provide their services.
Restrictions on usage of Services
You shall not, and shall not permit third parties to:
copy, modify, create derivative works of, or attempt to gain unauthorized access to the Services;
attempt to disassemble, reverse engineer, or decompile the Services;
use the Services in any manner that interferes with or disrupts the integrity, security, or performance of the Service, its components, or the data contained therein;
use the Service to send or store material containing software viruses, worms, or other harmful computer codes, files, scripts, or programs;
use the Service in any manner that could damage, disable, overburden, impair, or harm any server, network, computer system, or resource of ZCTPL;
Remove or obscure any proprietary or other notices contained in the Service.
Use the Service for competitive or benchmarking purposes;
In addition to the above restrictions, you shall comply with the restrictions set forth in Annexure A.
Obligation of the Sellers
You are solely responsible for your Products displayed, sold, and delivered using the Services. You must clearly specify the Products you intend to offer through the Services.
Your Products must be free from defects or damages and should accurately match the description provided by you in the Services.
You must ensure that all statements, communications, and representations made by you are true, accurate, complete, and made by authorized officials. You must refrain from making or attempting to make any misrepresentations or unauthorized commitments. Further, you must put in place a mechanism to ensure the accuracy and integrity of the information transmitted through the Services.
You must not offer or sell Products that are prohibited by law including but not limited to those listed in Annexure A. In the event you breach this restriction by offering or selling any Products provided under Annexure A, you will be liable to pay any penalty imposed by ZCTPL. ZCTPL also reserves the right to adjust the penalty against any settlement amount owed to you.
You must not offer or sell your Products in regions where you do not have appropriate authorizations, and you must refrain from offering or selling Products that are prohibited in specific regions.
You will be responsible for the Content generated by you. You understand and agree that your Content may be transferred, unencrypted, and may involve (a) transmissions over various networks; and (b) modifications to conform and adapt to technical requirements of connecting networks or devices and no claim shall lie against ZCTPL or ONDC for such transfer. Further, you understand and agree that other Content on the ONDC Network is generated by respective Network Participants or their end users. Neither ZCTPL nor ONDC assumes any responsibility or liability for such Content.
You must ensure compliance with all the confidentiality and privacy obligations provided in this Agreement and as required under Applicable Laws. These obligations of confidentiality shall be maintained even after the termination or expiration of this Agreement.
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The Declared Price [inclusive of Goods and Services Tax (GST) and/or other applicable taxes] shall be the final price declared by you, subject to the following terms,
The Declared Price will be the price displayed to the Buyer and shall not exceed the maximum retail price of the specific product, as applicable.
The Declared Price will be the maximum price payable by the Buyer for the products purchased or services availed, and other charges (as applicable) should be charged separately.
You shall raise accurate invoices to Buyers for Products sold through the Services.
You will be responsible for managing your inventory, and you must timely update the inventory details in the Services.
You must ensure that orders are not marked as delivered until the delivery is fully completed. ZCTPL will not settle payments for any incomplete deliveries.
You must maintain accurate and complete records of all transactions on ONDC Network and keep all the records of evidence trail and other supporting documents for a period as required under Applicable Laws. You must provide such records upon ZCTPL's request.
You must conduct yourself in a fair, reasonable, and non-discriminatory behavior and not provide preferential treatment to one Network Participant over others in similar circumstances.
You must not deliberately destroy or diminish the value or effectiveness of the Services and/or the ONDC Network through any acts of commission or omission.
You must not impersonate any person or organization nor misrepresent or conceal your ownership or primary purpose.
You must not disguise the origin of any information transmitted on or through the Services.
You will be solely liable for all acts of your staffs / employees that may cause any actual and / or potential damage, loss or injury to ZCTPL, ONDC or any other third party.
You will be responsible and liable for any breach of obligations or commitments that ZCTPL provides to ONDC or other Network Participants based on the information you provide to ZCTPL or through the Services.
You shall promptly address any grievances, concerns, or issues raised by ZCTPL, other Network Participants, Ecosystem Participants or Buyers regarding the Products offered by you.
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Conflict of Interest - You should strive to avoid situations where a conflict of interest might occur or appear to occur. In the event any of your Relative is an executive or director of ONDC or its shareholders and is in a position to influence the business decisions related to you, you must disclose this information to ZCTPL. Further, conflicts of interest may arise when a director or executive of ONDC, including but not limited to:
has significant ownership or interest in your business; or
is providing consulting services in conjunction with you.
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Return, refund, exchange, and cancellation
You shall provide all applicable terms relating to your Products, including your return, refund, exchange, replacement, and cancellation policies ("Seller Policies"), during your onboarding process to the Services. These Seller Policies should be compliant with Applicable Laws and ZCTPL's policies (if any) and you must act in accordance with these Seller Policies at all times. You acknowledge and agree that ZCTPL shall not be responsible for any cancelation, return, refund, exchange, replacement requests raised by the Buyers or Buyer Apps for any orders placed through the Services.
If in case the Products provided by you are defective, deficient, or if the Products are not of the features as advertised or listed, you must provide benefits of return / replacement, exchange, warranty and guarantee, withdrawal or cancellation for such Products.
Any issue arising in connection with your refund, exchange, replacement, or cancellation process will be handled by ZCTPL in accordance with Applicable Laws and ZCTPL's policies.
Logistics Services
You may choose to ship your orders to Buyers using your own Logistics Service Providers ("LSP") or utilize the logistics services offered by LSPs participating in the ONDC Network ("On-network LSPs") through the Services. In the event you choose to deliver the Products using your own LSPs, then you will be solely responsible for the delivery of such Products to the Buyers, including any acts or omissions of your LSPs. You shall ensure that the Products are delivered in a timely and professional manner. Further, you shall provide ZCTPL a live tracking link of the personnel fulfilling the delivery, if the delivery is happening on the same day and ensure that the delivery status is always available to ZCTPL, for deliveries that won't occur on the same day.
ZCTPL will select the On-network LSP based on the preferences provided by you in the Services at the time of onboarding and during your use of the Services. You must provide all the instructions/approvals including delivery and return instructions that are required for the performance of the services by the On-network LSPs. You must ensure that the details provided for initiation of delivery are correct and complete in all respects as per the format shared by ZCTPL. You agree that ZCTPL shall not be responsible or liable in any manner to you or to any third party for any losses, damages, injuries, or expenses arising as a result of any action or inaction by ZCTPL based on the instruction provided by you, with respect to the delivery of your Products through On-network LSPs. ZCTPL reserves the right to charge fees from you /deduct such fees from the settlement amount (total value of the order after deducting all the applicable fees and deductions) to be paid to you, with respect to the logistic services provided by the On-network LSP. Further, you agree to be responsible for all the shipment and delivery costs associated with any return or exchange of your Products.
You shall ensure to meet the ETA timelines provided by you for delivering the Product(s) without any delay. The On-network LSPs reserve the right to cancel the shipment order if you do not handover the Product for delivery within the ETA. In the event, (a) you cancel the shipment order or do not handover the Product for delivery to the On-network LSP within the ETA, post initiating RTS; or (b) you cancel the shipment order, after the Product is picked up by the On-network LSP, then you must bear the charges levied with respect to such cancellation. You acknowledge and agree that the Buyers/Buyer Apps may refuse to accept the delivery of the Product for any reason, including your ETA breach. In such a case, you will also bear the cost of reverse logistics for shipping the Product to its place of origin. ZCTPL will charge/deduct these amount from the settlement amount to be paid to you.
In the event of any discrepancy in the consignment weight or dimensions, where the actual weight or dimensions (as identified by the On-network LSP) exceeds the weight or differs from the dimensions provided by you, ZCTPL reserves the right to charge or deduct any additional amount levied by the On-network LSP for such excess weight.
You shall ensure that the Products are packaged in a safe and secure manner and delivered to the Buyers/ handed over to the On-network LSPs, without any defect or damage. Neither the On-network LSP nor ZCTPL will be liable for insuring your Product or for any defect or damage to your Products during transit. ZCTPL does not provide or make any representation, warranty, or guaranty, express or implied, with respect to the logistics services provided by On-network LSPs. ZCTPL does not verify any content or information provided by you, and to the fullest extent permitted by law, disclaims all liability arising out of your use of the logistics services provided by the On-network LSPs.
Demurrage: In the event of reverse shipments, any shipments picked up by the On-network LSP from you will be returned to the specified location provided by you. Incase of your non-acceptance of such shipments, except where the shipment is damaged solely due to the actions or omissions of the On-network LSP, demurrage charges will apply for the storage of such Product by the On-network LSP.
In the event of shipping liquids or chemicals, you must provide the accurate and complete chemical compositions of the Product along with the concentration of each component in the Product. Additionally, if you are shipping any hazardous materials, you must share accurate, complete composition and flammable categorization for each Product. In the event of breach of these terms, you will be held liable for any resulting damage or loss. You must also indemnify, defend, and hold harmless ZCTPL against any claims, demands, actions, liabilities, costs, interest, damages, penalties, or expenses of any nature whatsoever, including all legal and other associated costs, charges, and expenses, incurred or suffered by ZCTPL due to your breach of these requirements.
"SAID to CONTAIN BASIS'' - Neither ZCTPL nor the On-network LSP will be under any obligation to verify the description or contents of the shipments provided by you. You undertake to provide a proper, true, fair, correct, and factual declaration regarding the description and value of the shipments. Further, neither ZCTPL nor the On-network LSP will be responsible in any way whatsoever for the saleability of the shipment.
The On-network LSP reserves the right, to inspect any shipment consigned by you through the Services to ensure all the items are capable of carriage to the destination within the standard operating procedure and handling methods.
With respect to any grievances that may arise relating to the shipment or delivery of the Products, ZCTPL will require you to provide the proof of shipment and delivery. You must provide all the required details and documents to ZCTPL, including photographs of such shipment or delivery, in order to resolve such grievances.
Fees and Payments
You authorize ZCTPL to collect payments from Network Participants on your behalf for Products sold through the Services. ZCTPL reserves the right to charge the applicable fees, which includes but is not limited to the Buyer finder fee (a fee charged by the Buyer App for identifying Buyers for your Products), Gateway fee, On-network LSP fee and settlement agency fee. In consideration for the Services provided, ZCTPL may charge a fee from you in addition to the aforementioned fee. All such fees will be deducted from the amount to be paid to you and ZCTPL shall issue an invoice for the same.
All payments under this Agreement will be subject to deductions/withholding of applicable taxes which includes but is not limited to TCS, TDS and any other deductions/withholding as required by ONDC or any Applicable Law from time to time. ZCTPL's payment of the settlement amount to you with respect to Successful Orders on the ONDC Network will be subject to ZCTPL's receipt of such payment from the Buyer Apps. ZCTPL shall not be responsible for any settlement delay attributable to the Buyer Apps. You will be responsible for providing accurate details of your bank account in which you intend to receive the settlement amount for the transactions conducted over the ONDC Network. ZCTPL shall not be liable for any erroneous settlement of funds to a different bank account due to incorrect bank account details provided by you. ZCTPL reserves the right to withhold payment for, (i) any transaction, including any actual or suspected fraudulent or illegal transaction, (ii) failed orders; or (iii) for those order where a grievance resolution is pending.
Tax
Compliance with applicable tax laws: You shall ensure full compliance with all applicable tax laws, including but not limited to, the Income Tax Act, 1961, Integrated Goods and Services Tax (IGST), Central Goods and Services Tax (CGST), Union Territory Goods and Services Tax (UTGST), and State Goods and Services Tax (SGST), including any amendments or changes to these laws from time to time.
You agree to provide any information and documentation, including but not limited to, tax identification numbers and certificates of tax residency that may be required by ZCTPL or relevant tax authorities to comply with applicable tax withholding and reporting requirements. You acknowledge that, in the event ZCTPL receives any notice from a governmental authority requesting for information relating to you, ZCTPL shall be obligated to promptly provide the requested transaction details.
If ZCTPL is required under applicable tax laws, including but not limited to, Income Tax Act, 1961 and Central Goods and Service Tax,2017 to deduct or withhold any taxes from payments due to the you, ZCTPL shall withhold such appropriate amounts and remit such taxes withheld to the appropriate tax authorities.
Income Tax:
You acknowledge and agree that you are solely responsible for the payment of any and all income taxes levied or imposed by any governmental authority in connection with your use of the Services and the sale of goods or services through the ONDC Network.
Notwithstanding any provision of law and the monetary limit specified under Section 194O of the Income Tax Act, 1961, both parties agree that TDS shall be deducted from the first payment or credit made by ZCTPL to the Seller under this Agreement. The deduction shall be made at the rate prescribed under the Income Tax Act, 1961.
In accordance with the provisions of the Income Tax Act, 1961, both parties agree and acknowledge that if the amount of Goods and Services Tax (GST)/ various state levies/Taxes is not separately identifiable in the invoice or payment documentation, TDS shall be deducted on the entire amount, including the GST/other tax component. Both parties understand and acknowledge that this deduction is required to ensure compliance with the applicable tax laws and to avoid any ambiguity regarding the tax deduction base.
Withholding Taxes:
When you provide ZCTPL with Nil/Lower deduction tax certificate issued under Section 197 of the Income-tax Act, 1961 (‘LDC’), ZCTPL would deduct/collect taxes at the rates specified in the said certificates. If the said LDCs are modified by the Income-tax Officer subsequently, you shall promptly notify ZCTPL in writing, and you will be held responsible for any liability arising from your failure to inform ZCTPL regarding the same.
ZCTPL will withhold taxes at higher rates as applicable under Section 206AA and Section 206AB of the Income-tax Act, 1961, wherever applicable.
ZCTPL agrees to furnish Form 16A to you within the prescribed timelines as per the Income-tax Act, 1961.
GST:
If you are either unregistered or registered under the composition scheme of the CGST Act, 2017, you are prohibited from engaging in interstate supply of goods or services and it will be your responsibility to notify ZCTPL in the event you choose to transition to regular GST registration.
It will also be your responsibility to charge appropriate goods and services taxes on the supplies effected and remittance of the same to the government. You shall ensure to file proper GST returns and pass on the benefits of input tax credit to the customer, in the event a business-to-business transaction is facilitated between you and business customers. You understand that ZCTPL shall not be responsible for any deficiency and/ or omission on your part.
In case of any mismatches on account of tax collection at source, you will be required to provide all relevant information to ZCTPL to correspond with the relevant authorities, and ZCTPL will recover from you any liability accruing on account of your omission to provide relevant information.
You will be required to provide the corresponding Harmonised System Nomenclature (HSN) code number for every Product listing and it is your responsibility to classify the Products based on the appropriate HSN. ZCTPL shall not be responsible for any incorrect classification of the HSN code. ZCTPL will not be held responsible for disputes on incorrect HSN being adopted by you.
You will also be required to provide your GSTIN, without which ZCTPL will not be able to raise an invoice on you. In the event you provide your Input Service Distributor Registration Number, ZCTPL would be issuing an invoice to the ISD GST registration number as furnished by you. It is your responsibility to undertake the necessary compliance required in respect of the said ISD registration number.
ZCTPL shall not entertain any revision of invoices due to incorrect GSTIN being provided by you. Any correction in GSTIN shall be taken prospectively.
ZCTPL shall raise credit note or debit note only for the scenarios as prescribed under GST provisions.
In case you are unable to avail credit due to any reason attributable to ZCTPL, you shall inform ZCTPL within 2 months of such mismatch. In case the same is not intimated to ZCTPL within the said period, ZCTPL shall not be responsible for any loss of tax credit incurred by you.
The obligations under the Tax Section shall survive the termination or expiration of this Agreement.
Intellectual Property Rights
ZCTPL has in place all necessary licenses and permissions required to offer the Services. Except for the limited use right expressly granted to you under this Agreement, ZCTPL does not grant you any right, title, or interest in the Services. You may use the ONDC Mark only upon obtaining a written permission or authorization from ONDC and such use shall be subject to ONDC's Branding Guidelines available at https://resources.ondc.org/ondc-network-policy. You may use the trademarks and logos of ZCTPL in connection with your use of the Services, subject to ZCTPL's prior written consent. Your usage of ZCTPL's marks must be in accordance with Zoho's branding guidelines. Your use of ZCTPL's marks or ONDC Marks should not imply any endorsement, guarantee, or assurance by ZCTPL or ONDC regarding the quality, performance, or suitability of your Products. By entering into this Agreement, you grant ZCTPL all necessary rights to use your brand name, logos, or trademarks in connection with your use of the Services. You must respect the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, of third parties, including ZCTPL, ONDC, and all Network Participants and Sellers.
Confidentiality
"Confidential Information" means any information disclosed by ZCTPL, its affiliates, or its respective employees, officers, directors, agents, or representatives to you whether orally or in writing, or information that may gain access to pursuant to your use of the Services and the ONDC Network. Confidential Information includes, without limitation, trade secrets, business plans, strategies, customer information, financial information, technical data, and any other information of ZCTPL. You shall hold the Confidential Information in strict confidence and must use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, or dissemination of the Confidential Information, as you use to protect your own confidential information.You shall not to disclose the Confidential Information to any third party without the prior written consent of ZCTPL, except as expressly permitted herein. You may share the Confidential Information with third parties only on a need-to-know basis for the purposes of fulfilling your obligations under this Agreement. Such third parties shall be bound by confidentiality obligations consistent with the terms of this Agreement. The obligations of confidentiality set forth herein shall not apply to any information that (i) is or becomes publicly known through no fault of your own; (ii) is rightfully received from a third party without a duty of confidentiality; or (iii) is independently developed by you without use of or reference to the Confidential Information. Upon termination or expiration of this Agreement, or upon written request by ZCTPL, you shall promptly return or destroy all Confidential Information, including all copies thereof, and certify in writing to ZCTPL that such Confidential Information has been returned or destroyed.
Personal Information and Privacy - Personal information you provide to Vikra through the Service is governed by Vikra Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Vikra Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
Compliance
Anti-Bribery & Anti-Corruption - You must comply with all applicable anti-bribery and anti-corruption laws and regulations. You shall not engage in any form of bribery or corruption, whether directly or indirectly. Without limitation to the situations described herein (a) you are prohibited from directly or indirectly offering / promising / authorising bribes, commissions, or other similar improper payments or anything of value to anyone in any form to any person, including government officials, private persons, ZCTPL, Buyers, Sellers, or their representatives, for the purpose of wrongfully obtaining an advantage while transacting on the ONDC Network or otherwise; (b) during the course of your use of the Services, you shall not influence or attempt to influence ONDC onboarding process, through any kind of gift, payment, remuneration or entertainment to ONDC employee/ZCTPL employee, or any their relatives or friends; (c) you are required to implement monitoring and enforcement procedures to ensure compliance with anti-corruption laws; (d) you are required to raise invoices and claims in line with the agreed services and supplies, along with all supporting documentation.
Neither ZCTPL nor ONDC shall be held responsible or liable for any KYC / AML non-compliance by any Network Participants including their non-compliance with Applicable Laws or for the act of the Network Participant in relation to the goods or services offered or sold through the ONDC Network. You will extend all reasonable support and assistance to ZCTPL, ONDC and other Network Participants, including by providing access to the documents and / or information as ZCTPL, ONDC or such Network Participants may require from time to time for compliance under any Applicable Law.
You understand and agree that ZCTPL may audit and inspect your statements, books, and records, including your premises, to ensure your compliance with this Agreement and ONDC Policies. Therefore, you shall maintain such statements, books and records for the time prescribed by ZCTPL or as required under Applicable Laws, whichever duration is longer. In the event that you deny ZCTPL the opportunity to conduct an audit or if ZCTPL discovers during the audit that the information or documents provided by you are false, untrue or incorrect, ZCTPL reserves the right to take appropriate action including suspension or termination of the Services to you and you will be responsible for reimbursing ZCTPL all the costs and expenses incurred in conducting the audit, if applicable. This includes, but is not limited to, fees for auditors, legal fees, and any other related costs.
Representation and warranties
You represent and warrant that:
All the information provided by you or on your behalf for availing the Services is true and accurate.
You will comply with all Applicable Laws including the ONDC Network policies, existing and future, in relation to your business and Products. You will also ensure compliance with any Applicable Laws that ZCTPL or ONDC may require from time to time.
You will provide the mandatory declarations in compliance with any Applicable Law that requires displaying of information for any category of products offered on the ONDC Network.
You possess all necessary statutory and regulatory permissions, approvals, licenses and certifications required for the operation of your business and for the offer and sale of your Products through the Services on the ONDC Network.
You will ensure the security of Buyer's data that is processed or transmitted through the Services and/or ONDC Network is in compliance with the Applicable Laws and the terms of this Agreement.
You have and will maintain all the title and ownership, licence, or right to use, as applicable, in all the IPR associated with you and there is no requirement for any payment or permission, or authorization required from any other party or entity in connection with the use, distribution, or exploitation of IPR in any manner, for the purpose of this Agreement.
You do not offer or sell Products that are prohibited by law.
All services will be performed in a professional manner consistent with the industry standards applicable to such services.
You will not use the Service for any fraudulent or illegal purposes and shall not engage in any activity, including making any statement, defaming or disparaging ZCTPL, ONDC Network, or any other third party.
You will deal with customers, partners, suppliers, competitors, and other directors, officers, and staff of ZCTPL, other Network Participants, and ONDC in a non-discriminatory manner.
You will not engage in any form of bribery or corruption, whether directly or indirectly through a third party.
The compliance with the terms and provisions hereof, will not conflict with, or result in a breach of the provisions of any agreement, instrument, order, judgment, decree, statute, law, rule, or regulation to which you are subject to or the IPRs of any third party, or require any consent, approval or other action by any court, tribunal, administrative or competent authority, or result in a violation of any law, regulation, administrative order or judicial order applicable to you or your business or assets.
Suspension and Termination
ZCTPL reserves the right to temporarily or permanently discontinue the Services at any time. You may terminate your use of the Services at any time by providing a written notice to ZCTPL. ZCTPL also reserves the right to temporarily or permanently suspend your access and use of the Services for various reasons, including but not limited to the following:
Your breach of this Agreement;
Your non-compliance with Applicable Laws and ONDC policies issued from time to time;
Your breach of commitments provided to ZCTPL;
Your rejection/cancellation of orders placed by Buyers frequently;
Frequent issues with providing your Products;
No response or inadequate response to issues raised by ZCTPL;
Your engagement in unlawful or unfair business practices;
Misrepresentations by you;
Your insolvency or bankruptcy;
Your actions that expose ZCTPL or ONDC to any liability, obligation, or violation of Applicable Law;
Upon direction or instruction from ONDC.
Effect of Termination - Upon termination or expiration of this Agreement (a) Your access to the Services will be immediately revoked, and you will no longer be linked as the Seller of ZCTPL in the ONDC Network; (b) You must remove and cease use of any ZCTPL's marks; (c) You must fulfill all obligations that accrued prior to the termination of this Agreement, including but not limited to completing pending orders and resolving any outstanding issues; (d) You shall ensure to settle all dues owed to ZCTPLwithin 30 days from the date of termination, including any outstanding fees or charges; (e) ZCTPL reserves the right to retain amounts owed to you to cover refund risks and other costs that may be incurred in connection with your use of the Services. In the event of a refund claim from a Buyer or Buyer App after the termination of this Agreement, you agree to assist ZCTPL with the refund process and to resolve the refund claim."
Indemnity
You shall indemnify, defend and hold harmless ZCTPL, its affiliates and its respective officers, directors, agents and employees ("Indemnified Party") from any and against any loss, damage, expense, liabilities, costs, charges, expenses or fees (including reasonable attorney's fees) with respect to any claim, suit, actions, demands, notices, judgments, decrees, other proceedings or causes of action against the Indemnified Party, to the extent it arises from:
Your breach of this Agreement or the ONDC Network Policies;
Any violation of Applicable Laws by you or any of your employees, officers, agents, service providers, or subcontractors;
Any breach of or non-observance or partial observance of judicial / quasi-judicial orders governing your business or sale of Products;
Your use of the Services;
Your Products offered or sold through the Services, including any personal injury, death, or property damage caused by your Product;
Any incorrect or incomplete information provided by you through the Services;
Breach of data or corruption of data or information attributable to you;
Your breach of Confidential Information;
Fraud, error, default, willful misconduct, acts, omissions, negligence, misfeasance, malfeasance by you or any of your employees, officers, agents, service providers, or subcontractors;
Any unfair trade practices by you, including but not limited to false or misleading advertisements during offer, sales, fulfillment of your services, or alleged breach of representation;
Any infringement or unauthorized use of third party IP rights, including ONDC intellectual property;
Any claims related to services and/or functions that you are liable to perform or provide to Buyers or other Network Participants or ZCTPL pursuant to this Agreement or your agreement with any third-party;
Any loss or damage caused to shipments that are attributable to any of your acts of commission or omission;
Your failure to comply with your tax obligations provided under this Agreement, ONDC policies or Applicable laws, including but not limited to, any interest, fines, sanctions or penalties imposed by any tax authority;
Any loss of input tax credit or any GST related losses arising from your failure to comply with the tax obligations including but not limited to, any interest or penalties imposed by any tax authority.
Limitation of liability
YOU AGREE THAT ZCTPL SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ZCTPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. URTHER, YOU AGREE NOT TO HOLD ZCTPL OR ONDC RESPONSIBLE OR LIABLE FOR ANY LOSS ARISING OUT OF THE INTERRUPTION OR DISRUPTION OF THE ONDC Network. IN NO EVENT SHALL ZCTPL’S OR ITS AFFILIATES' ENTIRE LIABILITY TO YOU OR TO ANY THIRD PARTY IN RESPECT OF THE SERVICES, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND RUPEES (₹ 1,000).
Disclaimer of warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES AND THE ONDC Network IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. ZCTPL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZCTPL MAKES NO WARRANTY THAT THE SERVICES OR THE ONDC Network WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM ZCTPL, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. ZCTPL PROVIDES NO GUARANTEE THAT THE SELLER'S PRODUCTS WILL BE LISTED IN ANY OR ALL OF THE BUYER APPS, AND ZCTPL MAKES NO ASSURANCES REGARDING THE VOLUME OR FREQUENCY OF SALES THAT MAY RESULT FROM USE OF THE SERVICES. THE OPERATION OF THE ONDC Network, INCLUDING UPTIME, AVAILABILITY, AND RELIABILITY, IS NEITHER GUARANTEED BY ZCTPL NOR BY ONDC AND ZCTPL SHALL NOT BE LIABLE FOR ANY INTERRUPTION, DISRUPTION, OR DELAY IN THE OPERATION OF THE SERVICES OR THE ONDC Network OR ANY PART THEREOF.
Grievance Redressal
In the event of any issue arising from your use of the Services, you may raise your concerns to our grievance officer, Subbaiyan A, by sending an email to grievance@vikraseller.com or by phone at 1800 570 3266.
You must co-operate fully with ZCTPL to resolve any issue with respect to your Products offered and sold through the Services, in a timely manner. This includes providing all reasonable assistance, such as providing order ID, transaction ID, payment reference ID, fulfillment ID, item ID, photographs, and any other relevant evidence necessary to resolve the issue. If you fail to provide any required assistance within the specified time, Buyer Apps may take necessary actions, which may include resolving the issue in favor of the Buyer. In such cases, ZCTPL may deduct the settlement amount, Buyer App fee and the On-network LSP fee for such order from payments due to the Seller for further orders. In the event no further orders are placed, the Seller shall promptly pay ZCTPL, the settlement amount, Buyer App fee and the On-network LSP fee related to such disputed order.
General
This Agreement, along with its annexure(s), privacy policy, ONDC policies, any other rules or guidelines incorporated within this Agreement constitute the entire agreement between you and ZCTPL with respect to the subject matter herein and supersedes all prior communications, understandings or agreements between the Parties. ZCTPL may modify the terms of this Agreement from time to time. You are responsible for periodically reviewing this Agreement available on the website. Your continued use of the Service after the effective date of any change to this Agreement will be deemed to be your acceptance of the modified terms. You shall not assign or transfer the whole or any part of this Agreement or any benefit, interest, obligation, or liability in or under this Agreement without the prior written consent or permission of ZCTPL. Any controversy or claim arising out of or relating to this Agreement shall be settled and adjudicated exclusively by the courts of Chennai in accordance with the laws of India without regard to conflict of law principles. The terms which by their nature are intended to survive termination or expiration of the Agreement shall survive any such termination and expiration.