BUYERS TERMS OF SERVICE
BUYERS TERMS OF SERVICE
In terms of Information Technology statutes, this document is an electronic record. Being generated by a computer system it does not require any physical or digital signatures.
a. The website www.BlueBarrows.com (hereinafter referred to as ‘Website’), owned by Virusha Tech (Opc) Pvt. Ltd., a private limited company incorporated under the Companies Act 2013having its registered office at C1501, Geotech Pristine Avenue, Gaur City 2, Noida, Uttar Pradesh, 201301,India represented by its members, where such expression shall, unless repugnant to the context thereof, be deemed to include its respective legal heirs, representatives, administrators, permitted successors and assigns;
b. For the purpose of these Terms of Service, along with any amendments to the same, and wherever the context so requires:
i. “You” or “User”shall mean any natural or legal person including vendor who has agreed to become a user of the Website by logging into the Website. The Website also provides certain services without registration/acceptance, and such provision of services does not absolve You of this contractual relationship.
ii. “Vendor” shall mean user who creates his account to sell their products.
iii. “We”, “Us”,“Our”, ‘Company’ shall mean Virusha Tech (Opc) Pvt. Ltd.
iv. “Agreement” shall mean and refer to this Terms of Service, including any amendments that may be incorporated into it.
v. “Agreement Period” shall refer to the period for which the User engages the services of the Website.
vi. “Services” shall mean the services provided for by the Company on the Website.
vii. “Third Party” shall mean and refer to any individual(s), company or entity apart from the User and the Company.
The headings of each section in this Agreement are only for the purpose of organising the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.
e. If You do not agree with any of these terms, please discontinue using the Website.
f. We hold the sole right to modify the Agreement without prior permission from You or providing notice to You. The relationship creates on You a duty to periodically check the Agreement and stay updated on its requirements. If You continue to use the Website or avail any of its Services without registration following such change, this is deemed as consent by You to the so amended policies. Your continued use of the Website is conditioned upon Your compliance with the Agreement, including but not limited to compliance with the Agreement even after alterations, if any.
We are an IT and technology based company. We provides platform to promote start-ups and young entrepreneurs to execute their idea and business plans by providing them with adequate guidance, experience and support. The Website is a product developed by the Company and the same is well known trademark of the Company.
SCOPE OF SERVICES
The Website acts as a multivendor e-commerce platform for small vendors, young entrepreneurs, craft vendors, handicraft seller etc. Thus the Website has two sets of Users, vendors and buyers. Following are the Service available to different Users.
Vendor or Seller
A person intending to sell their products shall register on Our Website as Vendor and shall upload Your product its pictures, estimated price and other details. We shall review the product and other information provided by You, set and optimise price according to the product and publish it on the account so created by You on the Website. You shall be notified when Your products are uploaded and shall have the option to view products, orders, inventory and earnings on the dashboard provided.
The products of different Vendors are displayed on the Website. The buyers shall have the option to choose the product of their liking and purchase the same from the Website. Once product is selected buyers shall have the option to make the payment for the purchase through any medium of payment available on the Website. Once the order is made the product would be delivered at Your doorstep on the address provided.
ACCOUNT REGISTRATION AND OBLIGATIONS
The Users shall be from any category and geographical locations. Registration on the Website is not mandatory. The Users have an option of registering with the Website, which would help them the process faster than usual. You may access the services by signing in as User by providing the following information which shall include but not be limited to name, address with postal code, email id, phone number etc.
Registration for this Website is available only to those above the age of 18 years, barring those “Incompetent to Contract” which inter alia include insolvents. If You are a minor and wish to use the Website, You may do so through Your legal guardian and the Company reserves the right to terminate Your account on knowledge of You being a minor and having registered on the Website or availing any of its Services.
Further, at any time during Your use of thisWebsite, including but not limited to the time of registration, You are solely responsible for protecting the confidentiality of Your username and password, and any activity under the account shall be deemed to have been done by You. In the case that You provide Us with false and/or inaccurate details or We have reason to believe You have done so, We hold the right to permanently suspend Your account. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your account.
EXACTNESS OF THE PRODUCT
The images of the products on the website are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that Your computer’s display of the colours accurately reflect the colour of the product. Your products may vary slightly from those images. All sizes and measurements of products are approximate; however We do make every effort to ensure they are accurate as possible. We take all reasonable care to ensure that all details, descriptions and prices of products are as accurate as possible.
The prices of the products are fixed and are visible to the Users right beside the product. Price variation subsequent to order placement may occur in rare cases like order placement by User and price modification on the Website taking place simultaneously (before User proceeds to checkout)
The membership of this Website is free and this includes the browsing of the Website. However, we reserve the right to amend the charges for the services rendered. In such situations, the Users will be intimated of the same, and it will be up to you to decide whether or not you will continue with services offered by us. Such changes are effective as soon as they are posted on the Website.
The Company reserves the right to amend the fee policy for use of the Website, the download of the application and the charges for any or all Services rendered. In such an event, the User will be intimated of the same when it attempts to access the Website, and the User shall have the option of declining to avail the Services offered on the Website. Any such change, if made, shall come into effect immediately upon such change being notified to the User, unless specified otherwise.
MODE OF PAYMENT
The following payment options are available on the Website:
a) Domestic and international credit cards issued by banks and financial institutions that are part of the Visa, Master Card & Amex Card networks;
b) Visa & Master Card Debit cards;
c) Net banking/Direct Debit payments from select banks.
As prescribed by the financial institutions issuing the credit or debit cards affiliated with Visa / Master Card / Amex/e-wallets, the User will be required to submit his/her 16-digit card number, card expiry date and 3-digit CVV number (usually on the reverse of the card) while making an online transaction. The User must also have enrolled his/her card with VBV (Verified by Visa), MSC (MasterCard Secure Code) or any other applicable provider in order to complete the transaction. The User is hereby expressly made aware that his/her card statements will reflect that a payment has been made in favour of the Company.
The User is further aware that in case of third party statements, including bank and credit card statements, the merchant name may appear in an abbreviated format, and the Company has no control over the same. To successfully subscribe on the Website, the User is required to complete the transaction by making the payment for the services opted for.
You will be given various options for delivery of product during the order process. The options available to you will vary depending on where you are ordering from generally it would take 8-10 business days. On placing your order, you will receive an email containing a summary of the order and also the estimated delivery time to your location. Sometimes, delivery may take longer due to unforeseen circumstances. In such cases, we will proactively reach out to you by e-mail and SMS. However, we will not be able to compensate for any mental agony caused due to delay in delivery.
The User takes full responsibility for payment of all taxes and fees that are levied or arise in the course of use of the Website, including but not limited to downloading content and availing its service partner’s service.
The User undertakes to fulfil the following obligations. Failure to satisfy any of these obligations gives Us the right to permanently suspend Your account and/or claim damages for any losses that accrue to Us or additional costs that may be imposed on us.
a. You hereby certify that You are at least 18years of age.
b. You agree to ensure the email address provided in Your account registration is valid at all times and shall keep Your contact information accurate and up-to-date.
c. You agree to comply with all local laws and regulations governing the downloading, installation and/or use of the Website, including, without limitation to, any usage rules set forth in this Agreement.
d. You undertake not to:
i. Cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate post, publish or create derivative works from, transfer, or sell any information or software obtained from the Website. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Website is not permitted. Should You want to engage in one or more such actions, prior permission from Us must be obtained;
ii. Access (or attempt to access) the Website and/or the materials or services by any means other than through the interface that is provided by the Website. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or , materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website is prohibited. You acknowledge and agree that by accessing or using the Website Services, You may be exposed to content from other Users or Third Parties that You may consider offensive, indecent or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Website. Further, You may report such offensive content;
iii. Use the Website or in any manner that may impair, overburden, damage, disable or otherwise compromise (i) Company’s Services; (ii) any other party’s use and enjoyment of company’s Services; or (iii) the services and products of any Third Party (including, without limitation to, the Authorized Device);
iv. Use the Services or materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or identity theft;
v. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;
vi. Engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the );
vii. Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website or another’s mobile phone;
viii. Download any file posted on the Website that You know, or reasonably should know, cannot be legally distributed in such manner;
ix. Probe, scan or test the vulnerability of the Website or any connected network , nor breach the security or authentication measures on the Website. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Website , or exploit the Service or information made available or offered by or through the Website, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the ;
x. Disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, servers or networks connected to or accessible through the Website or any affiliated or linked s;
xi. Use the Website or any material or Content for any purpose that is unlawful or prohibited by these Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Website or other Third Parties;
xii. Violate any applicable laws or regulations for the time being in force within or outside Your home country;
xiii. Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
xiv. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986.
xv. Threaten the unity, integrity, defence, security or sovereignty of Your home country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
xvi. Disseminate information through the Website that is false, inaccurate or misleading, or violate any applicable laws or regulations for the time being in force in or outside Your home country.
a. All information, content, services and software displayed on, transmitted through, or used in connection with the Website, including for example news articles, reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html, source and object code, trademarks, logos, and the like (collectively and hereinafter referred to as the “Content“), as well as its selection and arrangement, is owned by Us. You may use the Content only through the Website, and solely for Your personal, non-commercial use.
b. You may not, republish any portion of the Content on any Internet, Intranet or extranet site or incorporate the Content in any database, compilation, archive or cache. You may not distribute any Content to others, whether or not for payment or other consideration, and You may not modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You may not scrape or otherwise copy our Content without permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Website, not to insert any code or product or manipulate the content of the Website in any way that affects the user’s experience, and not to use any data mining, data gathering or extraction method.
We respect the intellectual property of others. If You believe Your work has been copied in a way that constitutes copyright infringement or are aware of any infringing material on the Website, please contact Us at [email protected]. Information and Content provided by the User by providing information to, communicating with, and/or placing material on, the Website, including for example but not limited to, communication during any registration, You represent and warrant:
i. You own or otherwise have all necessary rights to the content You provide and the rights to use it as provided in this Agreement;
ii. All information You provide is true, accurate, current and complete, and does not violate these Agreement; and
iii. The information and Content shall not cause injury to any person or entity. Using a name other than Your own legal name is prohibited.
You authorize us to share the information across all our affiliated Websites, to include the information in a searchable format accessible by users of the Website, and to use Your name and any other information in connection with its use of the material You provide. You also grant the right to use any material, information, contained in any communication You send to us for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. All rights in this paragraph are granted without the need for additional compensation of any sort to You.
a. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for You or for all Users at any time and in Our sole discretion. These changes shall become effective upon providing a notice of the same to You via email/ the home screen of the Website. We further reserve the right to withhold, remove and or discard any content available as part of Your account, with or without notice, if deemed by Us to be contrary to this Agreement.
b. The Website has no obligation to provide You with a copy of the information You or any other User provides on the Website or that the Website has accessed.
c. Further, We reserve the right, in Our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of giving Users notice of the same. Notice shall be provided of such change via email to the Users and/ or by posting a notice on the home screen of the Website.
You and We both understand that there may be instances of difficulty in accessing or receiving email communication. We are not responsible if any email notice gets caught by Your SPAM folder, or if You do not see the email, or if You have given us an incorrect email id or if for any other reason You do not receive the email notice. Therefore, we encourage You to frequently open the Website to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new Services and/ or features through the Website. Such new features and/ or services shall be subject to the terms and conditions of this Agreement.
a. You agree to indemnify, hold harmless, and defend Us from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made Us in connection with any claim arising from or related to :
i. Your use or any Third Party’s use via Your account of the Service provided by the Website and its Content;
iii. Any breach or violation of this Agreement, including any amendment, or of any statute or regulation by You, or any Third Party through Your account.
b. You agree to fully cooperate in indemnifying Us at Your expense. You also agree not to reach a settlement with any party without Our consent.
DISCLAIMER OF LIABILITY
Except as otherwise expressly stated on the Website, all services offered on the Website are offered on an “as is” basis without any warranty whatsoever, either express or implied.
b) The User agrees and undertakes that he is accessing the Website and transacting at his/her sole risk and that he is using his/her best and prudent judgment before availing any service listed on the Website, or accessing/using any information displayed thereon.
c) The User agrees that any kind of information, resources, activities, recommendations obtained/availed from website, written or oral, will not create any warranty and the Website disclaims all liabilities resulting from these. You are solely responsible for your communication/interaction with other Users on the Website and the Website doesn’t make any warranty about the conduct of Users on the Website.
d) The Website does not guarantee that the functions and services contained in the Website will be uninterrupted or error-free, or that the Website or its server will be free of viruses or other harmful components, and the User hereby expressly accepts any and all associated risks involved with the User’s use of the Website.
e) The Website may avail services from third party or may provide links for sharing Our content on Facebook, Twitter or other such third party websites, this is done to serve you better and these services will be provided on “as is” basis and the Website disclaims any liabilities resulting from these third party services. The Website will not be responsible for any internet delays and damages caused by such problems. We also disclaim all liabilities and take no responsibility for the content that may be posted on such third party websites by the users of such websites in their personal capacity on any of the above mentioned links for sharing and/or listing purposes as well as any content and/or comments that may be posted by such user in their personal capacity on any official webpage of www.BlueBarrows.com on any social networking platform.
f) It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
DISPUTES ARISING OUT OF THIS AGREEMENT
All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.
a. Stage 1: Mediation. In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for the sole mediator and in the case both parties accept the proposed name, the said person shall be appointed as sole mediator. In case the parties are not able to reach a consensus within two proposed mediators, the Company reserves the right to decide the final mediator. The decision of the mediator is binding on both parties.
b. Stage 2: Arbitration. In case that mediation does not yield a suitable result or preferred by any one of the parties, arbitration may follow, the award of which is binding on both parties. The Arbitration Board shall comprise three members – one appointed by each party and the third member to be nominated by the two appointed members by mutual consent. Arbitration shall be held at Noida, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.
The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the law, rules and regulations of Noida, India. The exclusive jurisdiction and venue for actions and disputes may be as mentioned above, and You hereby submit to the jurisdiction of such courts.
a. Entire Agreement: This Agreement is the complete and exclusive statement of the agreements between You and Us with respect to the subject matter hereof and supersedes all other communications or representations or agreements (whether oral, written or otherwise) relating thereto.
b. Waiver: The failure of either party at any time to require performance of any provision of this Agreement in no manner shall affect such party’s right at a later time to enforce the same. No waiver by either party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this Agreement.
c. Severability: If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein.
d. Liability: The Company shall not be liable in any way for User Content, including, but not limited to, any errors or omissions contained therein, or any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.
If you have any questions about this Agreement, the practices of the Website or your experience with the Service, you can e-mail us at [email protected] .
SELLER PROTECTION POLICY AND AGREEMENT
THIS SELLER AGREEMENT (hereinafter referred to as “Agreement”) is executed on the date of registration. (hereinafter the “Effective Date”).
BY AND BETWEEN
VIRUSHA TECH (OPC) PRIVATE LIMITED, a One Person Company incorporated under the Companies Act 2013, having its registered office at Plot No. 3F, Flat No. C-1501, Geotech Pristine Avenue Sector-16C, Gaur City-2, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201301where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Company”);
______________, an individual aged ____, S/o of _________, residing at _________________ or M/s._____________, Private limited Company/Partnership/Limited Liability Partnership/One Person Company registered under the _________Act, represented by its ________, having its office at ___________________, where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Vendor/Seller”);
The “Company” and the “Seller” shall be referred to” individually as “Party” and as “Parties” collectively, as the context may require.
The Company is in the business of operating a website www.bluebarrows.com and mobile application bearing the name “BLUE BARROWS” (hereinafter referred to as the “Platform”) which connects Users to the Sellers of varied handmade, natural and organic products including but not limited to bags, vases, wall hangings, skincare, cosmetics, paintings, bedsheets and kitchen essentials, food items, Home Décor, Handicrafts, Leather Items, Clothing, Art and Crafts, Wooden Crafts nutritional substitutes listed for sale on the Platform.
WHEREAS the Seller is in the business of manufacturing and trading in ________________ (hereinafter the “Products”);
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:
- “Buyers/Customers” shall refer to those willing to avail services for the purchase and delivery of goods and services offered through the Platform and “Sellers/Vendors” shall refer to those from whom Buyers can purchase products through the Platform.
- “GST Sellers” shall refer to Sellers who have GST registration.
- “Non-GST Sellers” shall refer to Sellers without GST Registration.
- “User” shall refer to both “Customers/Buyers” and “Seller/Vendors”.
- “Services” refer to providing a Platform for Customers to purchase goods and services offered by the variety of Sellers, make payment and receive delivery through the use of a single platform.
- “Subscription” will refer to the subscription plan chosen by the Seller, in accordance with which he will remit the subscription fee and avail services from the Platform.
- “Products” shall refer to __________ which has been listed by the Seller on the Platform for sale.
- “Platform” shall refer to the website and mobile application “BLUE BARROWS” through which shall connect the Seller with the end users of the Company.
- “Third Parties” refer to any Application, Company or individual apart from the User and the creator of this Application.
ARRANGEMENT & ELIGIBILITY
- The Seller may sign this agreement on the Platform where his details shall be entered. After the Seller successfully completes the registration process on the Platform and uploads all the required business credentials and supporting documents, the agreement shall be generated by the Company. The Seller’s act of signing up on the website would be construed as an act of agreeing to the terms, hence the signature of the Parties would not be required in the said case.
- The Sellers would be provided their unique contract reference number upon his registration on the Platform, which shall enable the Company to track the contracts entered between the Company and the Seller.
- Based on mutual discussions, it is agreed by and between the parties hereto that the Sellers shall list their products including but not limited to bags, vases, wall hangings, skincare, cosmetics, paintings, bedsheets and kitchen essentials, food items, nutritional substitutes, Home Décor, Handicrafts, Leather Items, Clothing, Art and Crafts, Wooden Crafts etc. on the Company Platform subject to the terms and conditions hereinafter contained.
- The Company shall verify the credentials of all Sellers before they can begin acquiring. To complete the verification process, The Company may collect the following information but not limited to:
- Seller should complete the registration process on the Platform’s seller page https://www.bluebarrows.com/sell/ and accept the present Agreement on the said page. Prior to that must choose the appropriate subscription package applicable to them.
- All the legal documents (GST Certificates with address, Bank Account details, Firm PAN Card (in case of Proprietorship – Sole Proprietorship Pan Card should be submitted).
- Import Export Code (IEC Code) where applicable.
- For Partnership firm the Partnership firm Pan Card should be submitted.
- For Limited or Private Limited Firm, LLP pan card is required to be submitted.
- In case of Limited Liability Partnership firm, the LLP Firm Pan Card
- In case of MSME, MSME registration details
- FSSAI license for edible items and beverages.
- License under the Drugs and Cosmetics Act,1940 and Ayush Ministry wherever applicable and any other permits or documents required as legal proof and permit for operation of the Business within the territory of India.
- In case of a Franchisee/Dealer copy of legal document by the Franchisor or manufacturer authorizing them to list the product on the Platform
- Individual Sellers who do not have a registered Business would be required to provide their Government authorized identity cards like Aadhar card, PAN card, Driving License etc for verification purposes.
- Contact number and e-mail address of the Seller or the Seller’s representative.
- After verification by the team Sellers will be intimated about the status of the application, whether it is approved or rejected.
PRICE AND PAYMENT
- The customer shall pay the amount directly to the Company through the payment options on the Platform.
- Both Parties agree that any change in the price of the products, must be intimated to the Company at least 7 days in advance before the revised price becomes effective. Any price change that has not been intimated shall not come into effect.
- In the event that the Sellers is liable for breach of any of his obligations under the Agreement, the Company shall be entitled to cancel all or any part of any service(s) that remains unperformed, in addition to claiming any damages that may result from the Seller directly or indirectly for any loss of business to the Company.
- The Company will have the authority to increase or reduce the prices specified by the Seller and will also have the discretion to offer discounts on the specified price or on prices above the same. The Prices provided by the Sellers will be kept on record and Commission will be charged on the specified price. Any profits earned sue to the increasing of the prices or losses suffered due to decreasing the same shall be borne entirely by the Company.
- The Seller shall choose the appropriate subscription plan at the time of registration and pay the subscription at regular intervals as specified on the Platform, at regular intervals.
- The Company shall charge a commission from Sellers on each order received by the Seller through the Platform. The percentage of commission charged shall vary in accordance with the subscription plan chosen by the Seller at the time of registration. The said Commission shall be exclusive of taxes which shall comprise of 1% tax collected at source, 18% GST, Payment Gateway Charges and any other taxes levied by the Central or state Government.
- The Payment due to the Sellers from the Company shall be made through third party payment gateways (Cashfree, Stripe, Paypal) and Wallet (Woo-wallet). Such payment shall be made after deducting Tax Deducted at Source (TDS) at the applicable rates and any other deductions in accordance with the laws prevalent within the territory of India.
- The payment due to the Sellers can be withdrawn in 15 days from the date of delivery of the order from their Blue Barrows Wallet.
- All the Fees charged can be revised by the Company at any point of time without any prior intimation.
PACKAGING AND SHIPPING
- Seller would at all times during their association with the Company adhere to the branding packaging and promotional guidelines as specified on the Platform. The Seller will be provided tapes bearing the Platform’s brand name and logo as a part of their Welcome Kit. The Seller will ensure the use of the same, on the packaging for all orders received through the Platform and order the tapes well in advance as and when required.
- Upon receiving the order, the seller must adhere to the process and must update the Order status within 48 hours of receiving the order. The Seller would be liable for shipping the product within this specified time frame. The failure of the Vendor to adhere to this will lead to cancellation of order by the Company, and the commission chargeable on the order will be retained by the company. Multiple delays would lead to suspension of seller’s account by the Company and the Subscription fees paid by the Vendor will be retained by the company.
- Shipment Tracking Link: Seller would have to enter Shipment tracking URL link before shipping the product. This link will be shared directly with the customer over mail. The link can be generated through the Platform. Seller must adhere to the strict moderation and share correct tracking URL to the customer. If the link shared, is found to be incorrect, false, inappropriate or unauthorized the onus for the same will vest entirely with the seller. The Company under such circumstances will have the right to suspension of the Seller’s account and levy a fine of Rs.2000/- (Rupees Two Thousand Only) on the Seller.
- The Seller shall choose one among the following shipping options provided by the Company:
- Self-Ship – Seller has to handle shipping on themselves and update shipping tracking no. in the portal after shipping.
- Via BB (Also ship Internationally) –The company has collaborated with third party aggregators for logistics and shipping. In this mode in case of any damage caused by the third-party logistics service provider, the Company will not be responsible for the loss. In case of Returns and Cancellation by customer, the seller would have to bear the shipping cost and as mentioned in agreement. A small fixed pickup fee of ₹50/item will be collected in addition to BB Commission.
- Fulfilment by BB: In this mode the seller ships their product to the Company’s designated warehouses and packaging, shipping and handling will be taken care by the company.
- Seller is not allowed to share any promotion coupon from the Platform. Only the Thank You Cards and other promotional material shared with the Sellers by the Company may be shared by the Sellers with the Buyers without any further changes to the same. If the seller found out to be sharing their personal contact details or any other promotional material in boxes with customers, the Company will have the right to suspend their account with immediate effect.
OBLIGATIONS OF THE COMPANY
- Will provide the Seller with relevant information as sought by the Seller in order to make available for sale the requisite products for the Customers of the Platform from time to time.
- Will be responsible for the shipment and delivery of the order through their third-party logistics partners, if the Seller is eligible for the same under the Seller’s chosen subscription plan.
- All payments shall be made to the Seller in accordance with the terms of payment, as set out in clause 3 above. Adequate written notice shall be given in the event of any delay in payment.
- In the event of a dispute arising between the Company and the Seller, the Company has the right to cancel the subscription of the Seller. The Company will not have any obligation to refund the subscription amount in case of such an event.
- In the event the Customer/Buyer wants a refund for any damages suffered due to the deficiency and/or negligence of the Seller, and an enquiry committee constituting of top officials from the Company find the claim justified; the Company shall make refunds to the Customer and the refunded amount shall be deducted from the payments due to be transferred to the Seller.
- In the event the Customer/Buyer wants to return a product which was damaged or defective due to the deficiency and/or negligence of the Seller at the time of transit, the shipping cost for the return must be borne by the Seller. Subsequently, the commission collected by the Company for the product shall not be refunded to the Seller. In the event of more than 5 complaints being made towards the products being defective or more than 5 requests for return of the order are received for a Seller, the Company has the right to cancel the subscription of the Seller.
- In the event of non-deliverability of orders by the Seller, the Company has the right to cancel the subscription without refunding the amount.
OBLIGATIONS OF THE SELLER
- The Seller shall provide the Company with the documents necessary for registration like GST Certification, HSN Code FSSAI License (Applicable for Food and Beverage products), Brand Labelling Image for each product and Nutritional Label (Applicable for Food and Beverage products). These documents are specific to GST Sellers and do not apply to Non-GST Sellers. The Non-GST vendors would have to fulfil the requirements specified in clause 2(d) (xi) of the present Agreement.
- The Seller shall at all times during their course of association with the Platform ensure the products supplied are curated and handmade Products with High Quality Standards. For selective product categories including but not limited to edible products, beverages, skin care products and cosmetic the products must be free from harmful chemicals and/or artificial preservatives.
- Seller shall at all times during their course of association with the Platform ensure that the products sold by them on the Platform are in good condition, in case of food products and beverages edible and have not crossed the expiry date.
- If the Seller forgets to update the price of the product and customer places the order for that particular product then he will be not be allowed to edit or delete the description or price of the product after receiving the order. The Seller will be liable to bear the loss.
- The Seller expressly agrees to deliver the order within the time frame specified at the time of order in case of self-delivery.
- The Seller shall accept orders from customers and ensure the products comprising the order are in accordance with the specifications of the customers. Additionally, the Seller must adhere to packaging instructions as specified in clause 4 of the Agreement and other specific instructions if any specified by the customers.
- Before confirming the order, it is the obligation of the Seller/merchant to check the availability of the product sought for by the customer.
- The Seller will be solely responsible for the logistics and other associated expenses involved in shipping the Product back to the warehouse in case of return request for the product raised by the buyer.
- The Seller hereby agrees to provide the Company with all the details regarding the products he will be listing for sale on the Platform.
- The non-GST Seller upon receiving the notification/intimation from the Company regarding the order shall ensure that the product is kept ready in accordance with the packaging and other norms prescribed in the present agreement to hand over the product to the logistics partner of the Company.
- The Non-GST seller shall along with product also provide the sale invoice specifying that the product is sold by the Non-GST seller to the Company.
- The Non-GST seller agrees and understands that the Company has the right to add a markup percentage on the price specified by them.
- In furtherance to the above clause, the Sellers permit the Company to collect information on the product from the web portals and through permitted associates of the Sellers. The Seller also permits the Company to use their trademark and trade names with regard to the products listed on the Company’s Platform.
- The Non-GST Seller shall permit the Company to list the products in the Platform as their own and shall not object to the same at point during the course of the Agreement.
- The Seller further permits the Company to sub-license the right over their trademark and trade name to third party for publicity purposes.
- The Seller should provide immediate update to the Company if there is any change in their Address, GST, PAN, cancelled cheque, etc from time to time.
- Sellers need to download 2 copies of the Company generated invoice, one of which shall be for the transit and other for their record from the Platform. The same shall be a computer-generated invoice does not require to have any signature or need to be stamped.
- The Seller hereby agrees that all discount given on the Platform with regard to their products which have been given by the Seller themselves at their discretion, the Company will not be involved in any way with the discounts announced on the products.
- Sellers will increase the prices within the stipulated time before seasonal discounts are offered to the customers, in accordance with the communication received from the Company. If the Sellers fail to adhere to this instruction, they will be solely responsible for the resulting losses.
- The Seller will list the Products for sale on the Platform only after it has been approved by the Company.
- Sellers are not allowed to sell any products/ items which are prohibited by the government. If the Seller is found to be indulged in the sale of such products the Company shall seek an explanation from the Seller with 5 days’ notice. If the Seller fails to respond or prove their innocence within the said period, the Company will have the right to delist the Seller from the Platform.
- Sellers/ sellers are not allowed to sell any products/ items bearing pornographic or adulterous content.
- The Seller is subject to the refund policies of the Company in case they do not have their own refund, cancellation and shipping policies and is responsible for providing good quality products as per the standards set by the Company.
- The Seller is responsible for providing authentic and quality products and the Seller should possess all the requisite legal permissions for offering his products for sale. No product which is promoting an illegal activity in any manner will be allowed to be sold through the website of the Company.
- The Seller shall deliver the products in accordance with the order and comply with the shipping and delivery deadlines set out by the Company on the Platform.
- The Seller shall adhere to the terms, conditions and obligations set out under the present agreement.
- The Seller will be responsible if the customer returns a purchased product due to the same being damaged, the expenses related to such return, will be borne by the Seller.
SELLER WARRANTIES AND REPRESENTATIONS
- The Seller warrants and represents that the services provided under this arrangement shall conform to quality specifications and the Seller is legally authorized to provide all the Services, agreed to be provided under this Agreement.
- The Sellers should not raise any objection against the Company for sharing their accounts of association with the Company on the Company’s social media handles or for any other promotional activity.
Notwithstanding anything in this Agreement, both Parties agree that all liabilities including originality, genuineness, quality, copyright and non-performance claims with regard to the Products would rest entirely with the Seller and the Company would not have any liability in this matter.
- The Seller agrees to indemnify, protect and hold harmless Company from any and all claims, demands, damages, suits, losses, liabilities and causes of actions arising directly from the actions of any third party in relation to the services provided by the Seller and offered by the platform of the Company.
- The Seller agrees to indemnify, protect and hold harmless the Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Seller and/or his/her Personnel arising from the performance of scope of services offered by the Seller under this Agreement, including personal injury or death to any person (including to Seller and/or his/her Personnel), as well as any liability arising from the Seller’s failure to comply with the terms of this Agreement. The Seller’s obligations hereunder shall include the cost of defense, including attorneys’ fees.
- The Seller agrees, in cases where a Customer has raised a complaint with respect to poor quality of the products of the Seller sold on the platform of the Company, to replace the said product to the satisfaction of the Customer or to provide a refund if replacing the product is not possible.
INTELLECTUAL PROPERTY RIGHTS
Unless the Company has otherwise agreed to in writing, nothing herein gives the Seller a right to use any of the Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, save according to the provisions of this Agreement. Further, the Seller agrees to use any trademark, service mark, trade name or logo of the Company authorized by the Company in a manner that does not cause, is likely to cause or intends to cause confusion about the owner of such marks, names or logos.
All logos, trademarks, brand names, service marks, domain names and other distinctive brand features of the Company and the designs available on the Website are the property of the Company. Intellectual Property for any individual product, if applicable, will rest with the Seller.
- The Parties may share some information that is confidential and proprietary in nature with the other Party for the purpose of enabling the parties to interact and work productively (the “Purpose“). Any such information shall be used only for the intended purpose and shall not be disclosed, published or otherwise cause to be disclosed to any third party.
- During the term of this Agreement and after the conclusion thereof, the Seller agrees to keep in strictest confidence and not disclose to any third party the confidential information shared, including but not limited to, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement, unless such disclosure is required by law.
- The Seller agrees to treat any data including but not limited to personal data, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge in connection with this Agreement through any medium as confidential and shall not disclose the same to any others, except as may be required by law or as may be required to be disclosed on a “need-to-know” basis for implementing this Agreement.
The Parties hereto agree that they shall not, for the period of 3 years under this agreement, solicit or in any other manner, induce an employee of the other party to leave his/her employment and pursue an employment with them.
TERM AND TERMINATION
- Term: This Agreement is valid from the Effective Date mentioned herein and will remain in effect until modified or terminated by any one of the partners by mutual consent. In the absence of mutual agreement by the authorized officials from the Firm and the Seller this Agreement shall end 1 year from the Effective date. If the Sellers has opted for a lifetime plan, the same shall be valid for 5 years. After the completion of the term, it shall continue to be valid only upon the same being renewed by the Seller.
- Termination due to breach: In case of breach of any of the terms of this Agreement by either party hereto, the other party shall be entitled to terminate the Agreement immediately by giving a written notice to the party committing the breach/breaches.
- Termination in case of violation of law: In addition to any other termination rights granted by this Agreement, the Company may terminate this Agreement immediately without liability upon written notice if the Company has reasonable grounds to believe that work being done by the Seller has any effect of disrepute on the Company.
- Termination by notice: This Agreement may be terminated by either party upon giving at least 30 days prior notice in writing to the other party.
- Termination for Non-Performance: This Agreement may be terminated by the Company if the Seller fails to ship 5 consecutive orders or is found to be selling duplicate or fake imitations of the brands claiming to be sold.
EFFECTS OF TERMINATION
The Seller is required to provide all the services in their entirety requested to it by the Company during the notice period and adhere to all the terms of the Agreement till then. Any termination shall not affect any liabilities incurred by the Seller prior to the termination of the Agreement or for acts performed during the execution period of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.
Neither the Company nor the Seller shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, earthquake, riot, pandemic or epidemic declared by the Government, sabotage, labor shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal, or unauthorized.
- Entire Agreement: The representations and warranties given or made by the Seller to the Company prior hereto and this Agreement and the terms amended in writing from time to time hereafter shall constitute the entire agreement between the Company and the Seller pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representation and warranties given by the Company unless incorporated into the Agreement.
- Relationship between Parties: It is clarified that this Agreement is on a principal to principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and the Seller and / or their Staff and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the Seller
- Severability: If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission /commission of the Parties hereto done prior to the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.
- Modifications and Amendments: Any Modification to the terms of this Agreement may be carried out by the Company at its discretion and sufficient notice of such modification should be provided to the Seller in writing.
- Assignment: This Agreement will bind the successors and permitted assigns of the Parties hereto and the Seller will obtain prior written consent from the Company before assignment of this Agreement. The Company shall be immediately intimated of any sale, assignment, lease or transfer or change on ownership in any way of the Seller.
- Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If one Party fails to perform its obligations under this Agreement and the other Party does not enforce such provision, failure to enforce on that occasion shall not be taken as a waiver of enforceability rights available to such party.
- Survival Of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall survive so as to put an end to the pending operations/transactions already entered into in a smooth manner, when the Parties following any expiration or termination of this Agreement. All liabilities due by the Seller shall survive the expiry or termination of the Agreement.
- Dispute Resolution: The Seller is bound by the terms and conditions of this Agreement. In any case the Seller violates any of the provisions of this Agreement, he shall be subject to various legal actions.
The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings shall be held at Noida, Uttar Pradesh India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. The Parties shall share the costs of arbitration equally, however, this does not affect the right of the Arbitrator to award costs to any one Party.
- Governing Law Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh India, for the adjudication of any dispute hereunder or in connection herewith.
- Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination served on the Company.
IN WITNESS WHEREOF THE PARTIES HERETO SET OUT THAT THE PRESENT DOCUMENT IS A DIGITALLY GENERATED DOCUMENT, HENCE IT DOES NOT REQUIRED TO BE SIGNED. IT HAS BEEN DULY EXCUTED ON THE DATE MENTIONED AT THE START OF THE PRESENT AGREEMENT.
If you have any questions about this Agreement, the practices of the Website or your experience with the Service, you can e-mail us at [email protected] .