PLEASE READ THIS TERM OF SERVICE AGREEMENT CAREFULLY. BY USING OR ORDERING PRODUCTS ON THIS WEBSITE, TRAZOO MOBILE APP OR ANY OTHER DIGITAL PLATFORM DIRECTLY OWNED BY TRAZOO PRIVATE LIMITED, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE. ACCEPTANCE OF THE TERMS DOES NOT REQUIRE A SIGNATURE. YOUR USE OF THIS WEBSITE AND TRAZOO MOBILE APP TO SELL/MARKET YOUR PRODUCTS IS DEEMED ACCEPTANCE OF THE TERMS GIVEN IN THE FOLLOWING SELLER AGREEMENT.
1.1 The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of use of service/Trazoo platform initially and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party.
2.1 Sellers are encouraged to keep informed at all times the Firm about the availability of the products in its inventory along with detailed specifications like size, colour, texture etc. etc. as may be required of the product. Order once placed on the Firm by the customer shall have to be honoured by the seller at all costs.
3.1 Sale of Unbranded goods- There are no commission charges for the sale of goods not listed in the branded section. Sellers will be charged a fixed amount once every month based on their plan. The details of the pricing shall be shared at the time of activating the seller account. This monthly charge shall be deducted each applicable month at the time of settlement. Invoice for these charges will be shared within 24 hours of deduction.
3.2 Sale of branded goods (goods listed in branded section) - for goods listed in branded section there will be a percentage of commission charged on each order. The commission details are category and brand-specific and will be shared at the time of activating a brand. This charge shall be deducted at the time of settlement.
1) Payment settlements will happen on the 8th day of delivery for all orders.
2) Details of amounts and transactions will be displayed within 24 hours of remittance inside the ledger.
3) Settlements will be done every day except Sundays and bank holidays.
4.1 Orders for the product shall be received using the website Trazoo website/platform or Trazoo mobile app and shall be forwarded to the seller by the Firm.
4.2 The seller shall upon receipt of the order from the Firm immediately arrange to deliver the products
and notify Trazoo using inbuilt option on seller portal. once order is placed on website, Mobile app or
digital platform, the order shall, after verification on admin portal be transferred is push to seller
portal on website, Mobile app or digital platform. where seller can choose to accept or reject the
order, upon acceptance of the order the seller shall pack the product and hand it over to the
designated logistics vendor.
In case where seller takes responsibility to arrange logistics for order, if seller fails to dispatch the product within 7 days, any delay caused shall be considered as breach of the agreement and be one of the cause for termination of agreement. The seller shall provide to the Firm the consignment number, details of courier/shipment agency immediately followed by proof of delivery to be eligible to receive payments.
4.3 The seller shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the seller to the customer.
4.4 The seller agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Firm responsible in any manner whatsoever.
4.5 The Firm may, at its discretion arrange to lift the defective products from the customer however the seller will still be liable to replace the defective product. Any charges incurred by the Firm for lifting and forwarding such defective goods shall be on account of the seller. The seller shall make good such charges to the Firm upon receipt of invoice/debit note. No request for any adjustment from future payables to the seller from Firm will be made however, the Firm is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis sized product and any other shortcoming which the customer may point out. The seller hereby authorizes the Firm to entertain all claims of return of the Product in the mutual interest of the seller as well as the Customer.
5.1 To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non-delivery. Further, the seller shall maintain adequate stock/inventory of the items at all times. In case the seller is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall, reject the orders from seller portal or/and notify the firm about such incidence. seller shall maintain accurate instock information in inventory for products to be updated as out of stock on Trazoo platform.
5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever.
5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.
5.4 The seller declares that it has all rights and authorisations in respect of intellectual property rights of third parties and is authorised to sale/provide/licence such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
5.5 The seller agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the seller
5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery timelines, price and such other details for the products to be displayed and offered for sale.
5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The seller agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm
5.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The seller agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.
5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm.
5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
5.11 Provide information about the Order Status including Airway Bill Number on a daily basis in cases seller himself/herself is responsible for delivery.
5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as wholesale price/selling price on the online store to the customer and paid by/charged to the customer.
5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
5.14 To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm.
5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer.
5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the seller. No claim of whatsoever nature will be raised on the Firm.
5.17 The seller shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.
5.18 The seller shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm.
5.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
6.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with the Firm and the agreement so executed is binding in nature.
6.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against seller.
6.3 There are no proceedings pending against the seller, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
6.4 That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Firm.
6.5 It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities.
6.6 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Firm and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
6.7 It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the Firm upon demand.
7.1 seller agrees and acknowledges that the Firm, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the seller without any prior intimation to 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 of Trazoo Shopping Website and Mobile App. In such an event, the Firm reserve the right to forthwith remove/close the online store of the seller without any prior intimation or liability to the seller.
7.3 At any time if the Firm believes that the services are being utilized by the seller or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Trazoo, the Firm shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the online store of the seller and furnish such details about the seller and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
8.1 The seller indemnifies and shall hold indemnified the Firm, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the seller’s product, the breach of any of the seller’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the seller infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Firm shall also include the Mobile Operators and such other agencies through whom the Firm shall make the Online Store available to the Customers.
8.2 This article shall survive the termination or expiration of this Agreement.
9.1 The Firm on the basis of representation by the seller is marketing the products of the seller on the Trazoo shopping portal and Mobile App to enable seller to offer its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the seller that the Firm shall under no circumstances be liable or responsible for any loss, injury or damage to the seller, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party. The seller agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online Trazoo shopping portal and Mobile APP (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Firm harmless and indemnified against all such claims and damages. Further the Firm shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the seller or any of its representatives.
9.2 The Firm under no circumstances will be liable to the seller for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the seller has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the seller to have been deliberately caused by the Firm.
10.1 This Agreement may be terminated by the Firm forthwith in the event
10.1.1 seller fails to make a payment that is owed to the firm after it has been served a 48-hour written notice
10.1.2 seller commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Firm.
10.1.3 If a Petition for insolvency is filed against the seller.
10.1.4 If the seller is in infringement of the third-party rights including intellectual property rights.
10.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
10.3.1 In the event of termination/expiry of this Agreement, the Firm shall remove the Links and shall discontinue display of the Products on online Trazoo shopping portal and Mobile App with immediate effect.
10.3.2 Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the seller by virtue of termination of this agreement.
10.3.3 During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
11.1 This agreement is subject to exclusive jurisdiction of competent Courts of law at Delhi only.
11.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.
11.3 The Firm is entitled to obtain ex-parte ad- interim injunction orders restraining the seller to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Firm by the seller, its representatives, associates or assigns.
12.1 All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addresses as set out at the beginning of this Agreement.
13.1 The seller expressly authorises the Firm to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the website and at such other places as the Firm may deem necessary. 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 trademarks and logos 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 trademarks and / or logo
14.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
15.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub- contrastable or conveyable by seller, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorized representative of such Party. The Firm is at liberty to refuse such consent.
16.1 The contents of the agreement and any information passed on by the Firm to the seller is highly confidential in nature and the seller agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to seller under this Agreement. The said information shall not be used by the seller or its agents, servants, representatives or any person acting through or claiming through the seller for any purpose other than for the performance of its obligations under this Agreement. The seller agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, seller agrees that the Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
17.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint
venture, agency or employment between the Parties. The Firm shall not be responsible for the acts or
omissions of the seller and seller shall
not represent the Firm, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Firm.
18.1 No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.
18.2 Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
19.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.