Bizom ONDC Marketplace Seller terms and conditions
THESE BIZOM ONDC MARKETPLACE SELLER TERMS AND CONDITIONS (“AGREEMENT”) GOVERN YOUR ACCESS TO AND USE OF SERVICES (AS DEFINED BELOW) OF MOBISY TECHNOLOGIES PRIVATE LIMITED (“WE”, “MOBISY”, “COMPANY”, OR “BIZOM” ). BY ACCEPTING THESE TERMS BELOW OR BY USING MOBISY’S SERVICES IN ANY MANNER, YOU, THE ENTITY YOU REPRESENT AND ANY AFFILIATE OF SUCH ENTITY (HEREINAFTER “YOU”, “YOUR”, ”SELLER”) AGREE TO BE BOUND BY THESE TERMS .
Mobisy reserves the right, at its sole discretion, to modify, add, or remove portions of this Agreement at any time. Your continued use of the Services following such changes indicates your acceptance of the modified Terms.
The Company is registered as a Network Participant – Marketplace Seller Node on the Open Network for Digital Commerce (“ONDC”) for its proprietary Software named as BIZOM (hereinafter referred to as the “Platform”) to act as the marketplace with respect to the goods and services offered by third party merchants / service providers to any buyer accessing the ONDC Network from any Network Participant-Buyer Node (“NP-BN”) that helps the Sellers to publish their goods/ service inventory, pricing, and other terms of transaction (“Seller Content”) and enables the sellers or any other service providers, including but not limited to logistics service providers, to transact on the ONDC Network. The Platform is provided to you to access the Services.
DEFINITIONS
a.
“Affiliates” shall mean any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
b.
“Buyer” shall mean any buyer registered with a Buyer Side Network Participant to buy products or services through ONDC i.e users of the Buyer App accessing the ONDC Network to purchase any good or avail any service offered by sellers registered with a Seller side Network Participant .
c.
“Intellectual Property Rights” (“IP Rights”) means all intellectual and industrial property rights of the Company which include rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, logos,know-how, trade secrets and confidential information, and other proprietary rights.
d.
“Referrer” shall refer to a third party, if any, that facilitates the onboarding of the Seller to sell their products on the Platform.
e.
“Service(s)” shall refer to the marketplace Platform provided by the Company to enable transactions with respect to the products or services offered by the Seller to any Buyer.
1.
Terms of use
a.
Bizom is only a Platform for the Seller that can be utilized to offer goods or services through ONDC network, which can be searched for, discovered, and procured by Buyers . The Company only provides a Platform for facilitating transactions and it is agreed that the contract for sale /purchase of any goods or services shall be a strictly bipartite contract between the Seller and the Buyer.
b.
The Company does not determine, advise, have any control, or in any way involve itself in the offering or acceptance of any commercial/contractual terms between Seller and the Buyer.
c.
The Company does not implicitly or explicitly support or endorse the sale or purchase of any products and services on the Buyer Platform.
d.
The Company is not responsible for any non-performance or breach of any contract between the Seller and the Buyer .
e.
The Company may provide certain services to enable transactions or to help resolve issues with buyers, the Company has no control over and does not guarantee the performance or actions of any buyer, including the ability of buyers to pay for products or services offered or that a buyer will actually complete a transaction.
f.
Unless specifically mentioned on the Platform, the Company does not offer any differential treatment to goods,services or sellers of the same category .
2.
Seller Obligations
a.
Seller shall obtain all permits and licenses required to perform its obligations pursuant to this Agreement at its own expense.
b.
The Seller shall not offer any goods or services for sale on the Platform , which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the applicable laws.
c.
The Seller goods or services must comply at all times with the terms of this Agreement, and applicable laws, rules, and regulations including but not limited to all requirements under Legal Metrology Act, 2009, Food Safety and Standards Act, 2006, and rules and regulations issued thereunder, as amended from time to time.
d.
The Seller is solely responsible for the Seller Content and must ensure that all Seller Content is true, accurate and complete at all times, including without limitation the description, price, applicable taxes or fees, shipping information, required legal disclosures and other advertisement, offer or promotional content.
e.
The Seller is responsible for displaying, keeping up to date and honoring any sales, returns/ return/refund/exchange Policy/warranty and guarantee information and/or privacy policies and all other relevant terms or information or disclosures related to the Seller Content. Provided further, any such terms, information, or disclosures are non-binding for the Company and must not conflict with the terms of this Agreement or other applicable terms and policies.
f.
The Seller is responsible for providing, managing and fulfilling any sales, warranty and customer service, returns, refunds or accommodations to Users in connection with the transactions facilitated through the Platform.
g.
The Seller shall be solely liable for any claims, damages, allegation arising out of the goods or services offered for sale through the Platform (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
Provided further, Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Seller or any of its representatives.
h.
The Seller hereby agrees, confirms and acknowledges that the goods or services are owned by the Seller and that the Company is merely a facilitator for sale of the Seller’s goods or services t, hence the Company is not responsible/ liable for the goods or services , its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever.
i.
Seller agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to modify / remove / block / delete any text, graphic, image(s) uploaded on the online page by the Seller in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions. In such an event, the Company reserves the right to forthwith remove/close the online page of the Seller without any prior intimation or liability to the Seller.
j.
Seller explicitly consents to share Seller Content including but not limited to sales and inventory with the Referrer during the term of this Agreement.
k.
Company reserves the right to provide and display appropriate disclaimers and terms of use.
l.
Taxes : The Company provides a Platform to display the Seller Content ,however, the acknowledges being a Seller of record and agrees to comply with all applicable tax laws and ordinances.The Seller is solely responsible for all determinations, calculations, collections, withholdings, reporting, and remittance of applicable taxes, duties, fees, surcharges and additional charges (“Taxes & Fees”) for sales that result from the use of the Platform . The Seller is solely liable for all liabilities, including without limitation, any penalties or interest, taxing jurisdictions may assess as a result of the under remittance or non-remittance of any Taxes & Fees imposed on the Seller Content .
m.
The Seller agrees and acknowledges that the Company may retain Seller Content as may be required under applicable laws.
n.
The Seller agrees, undertakes and confirms that the use of the Platform shall be strictly governed by the following binding principles. The Seller shall :
- refrain from adopting any unfair trade practice whether in the course of the offer on the Platform or otherwise;
- refrain from falsely representing itself as a buyer and post reviews about goods or services or misrepresent the quality or the features of any goods or services;
- refrain from refusing to take back goods, or withdraw or discontinue services purchased or agreed to be purchased, or refuse to refund consideration, if paid,if:
- such goods or services are defective, deficient or spurious; or
- the goods or services are not of the characteristics or features as advertised or as agreed to; or
- such goods or services are delivered late from the stated delivery schedule.
- appoint a grievance officer for consumer grievance redressal and ensure that the grievance officer acknowledges the receipt of any consumer complaint within forty-eight hours and redresses the complaint within one month from the date of receipt of the complaint;
- ensure that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services; and
- provide to the Company its legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and where applicable, its GSTIN and PAN details.
- display all mandatory notices and information provided by applicable laws, and the expiry date of the good being offered for sale, where applicable;
- all relevant details about the goods and services offered for sale including country of origin which are necessary for enabling the buyer to make an informed decision at the prepurchase stage;
- provide to the Company the name and contact numbers, and designation of the grievance officer for consumer grievance redressal or for reporting any other matter;
- display name and details of importer, and guarantees related to the authenticity or genuineness of the imported products;
3.
Disclaimer Of Warranties
a.
The Company is providing the Platform on an “as is” and “as available” basis, and Seller’s use of the Platform is at Seller’s own risk.
b.
The Company does not warrant that Seller’s use of the Platform will be uninterrupted, and error-free.
c.
The Company does not warrant or guarantee Seller’s results from using the Platform, the sale of any Products on the Platform.
4.
Service/registration fees
a.
In consideration of the Services provided and grant of rights under this Agreement, the Seller shall pay the Company fee in the form of commission/ license cost/ set-up etc. as provided in the Order Form and the same shall be in addition to charges, if any levied by other network participants.
b.
The Seller acknowledges that in addition to the service fee, the Seller will be required to pay the Company any other fee, as may be determined by the Company from time to time.
c.
The Service fee payable by the Seller to the Company shall be exclusive of GST.
d.
The Company shall invoice the Seller from time to time as per the payment terms set forth in the Order Form.
e.
The Seller shall make payment against the invoice(s) within 15 (Fifteen ) days from the date of receipt of invoice.
f.
All transactions between the Buyer and the Seller shall be routed through a Nodal Account and payments shall be remitted to the Seller post deduction of applicable charges/fees .
5.
Representations And Warranties
a.
Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
b.
The Seller hereby represent, warrant, covenant and undertake that the Seller will adhere to the requirements laid down under the Consumer Protection (E-commerce) Rules, 2020, as amended from time to time for all the products sold on the Platform including but not limited to ensuring that descriptions, images and other content pertaining goods or services on the Platform are accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such goods or services.
c.
Mobisy represents that the Software licensed to the Seller is solely owned by Mobisy without any third party encumbrance or lien whatsoever.
d.
Mobisy expressly represents and warrants the Software and Services does not infringe the Intellectual Property rights or other rights of any third party whatsoever.
6.
Intellectual Property Rights
It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective intellectual property rights and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s Intellectual Property Rights.
7.
Term and Termination
a.
The Term of this Agreement will commence on the Effective Date as mentioned in order form and will remain in effect until terminated.
b.
Either party may terminate this Agreement at any time by giving 30 days prior notice, for any reason or no reason, upon written notice to the other party
c.
Effect of Termination
- Upon any termination, the Seller shall make payments against all outstanding dues, if any, to Mobisy up to the date of termination.
- The Company shall remove the Links and shall discontinue display of the Products on the marketplace with immediate effect.
- Neither Party shall be liable to the other for any loss or damages (direct, indirect or inconsequential) incurred by the other PARTY by virtue of termination of this agreement.
8.
Limitation Of Liability
a.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
b.
MOBISY WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO THE SELLER OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY THE SELLER IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
9.
Indemnity
Seller agrees to indemnify, defend and hold harmless Mobisy (and its officers, directors and employees) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to:
(a) any actual or alleged breach of any representations made; or
(d) any non-compliance with applicable laws.
This clause shall survive the termination of this Agreement.
10.
Miscellaneous
10.1
Force majeure: Neither Parties shall be liable for any delay or failure to perform any obligation under this Agreement, where such delay or failure results from any cause beyond its reasonable control, including acts of nature or God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.2
Relationship of the parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
10.3
No third-party beneficiaries: This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
10.4
No Waivers: Both the Parties agree that any failure to enforce at any time any provision of this Agreement or any delay in exercising any right or provision under this agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
10.5
Severability: In case any provision of this Agreement is declared by a competent court to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10.6
Notice: Parties may provide any notice to other under this Agreement by sending a message to the email address then associated with the parties account. It is the responsibility of both the parties to the Agreement to keep each other informed and updated about their point of contact and email addresses.
10.7
Dispute resolution: In the event of any dispute arising out of or in relation to this Agreement, the Parties shall try and resolve the dispute amicably in good faith through negotiations. In case the dispute is not resolved within a reasonable time, the Parties agree to submit the same for arbitration. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. Arbitration proceedings shall be conducted in the English language and the venue shall be at Bengaluru. The award of the arbitration proceedings shall be final and binding on the Parties.
10.8
Governing Law and Jurisdiction: This Agreement shall be governed by the laws of India and the appropriate courts of Bengaluru shall have exclusive jurisdiction.
10.9
Entire agreement: This Agreement, including the attached exhibits, constitutes and contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications between the Parties, whether written or oral, concerning the subject matter hereof.