THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU“) AND SIMPLEE GOOD MARKETPLACE.
BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE SIMPLEE GOOD MARKETPLACE SITE.
As used in this Agreement, “we,” “us,” and “SIMPLEE GOOD MARKETPLACE ” means the SIMPLEE GOOD MARKETPLACE company named in the applicable Service Terms. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.
REGISTRATION / ONBOARDING
To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number, e-mail address, GST as well as any other information we may request. Any personal data you provide to us will be handled in accordance with SIMPLEE GOOD MARKETPLACE ’s Privacy Notice.
SERVICE FEE PAYMENT
Fee Details will be as follows :
- Merchant with GST
- 15% SG REFFERAL FEES
- 4% CLOSURE FEES
- Merchant without GST
- 15% SG REFFERAL FEES
- 4% CLOSURE FEES
- 5% / 12% / 18% / 28% GST as per Product Category
You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the SIMPLEE GOOD MARKETPLACE Site that you register for or use a Service in connection with a valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the SIMPLEE GOOD MARKETPLACE Site, “Your Bank Account“). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete.
At SIMPLEE GOOD MARKETPLACE ‘s option, all payments to you will be made to Your Bank Account, via electronic transfers or other means as specified by us. You agree that SIMPLEE GOOD MARKETPLACE shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.
In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or
seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with SIMPLEE GOOD MARKETPLACE concerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the SIMPLEE GOOD MARKETPLACE Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
TERM & TERMINATION
The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via SG SELLER MARKETPLACE ACCOUNT, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or SIMPLEE GOOD MARKETPLACE ’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to
circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15 and 17 of these General Terms survive.
You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other SIMPLEE GOOD MARKETPLACE product or service, and to sublicense the foregoing rights to our Affiliates and operators of SIMPLEE GOOD MARKETPLACE Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable SIMPLEE GOOD MARKETPLACE Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
Each Party represents and WARRANTS THAT: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and
maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
- You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment by SIMPLEE GOOD MARKETPLACE Service, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by SIMPLEE GOOD MARKETPLACE ) or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable
- SIMPLEE GOOD MARKETPLACE ’s indemnification obligations. SIMPLEE GOOD MARKETPLACE will defend, indemnify, and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to: (a) SIMPLEE GOOD MARKETPLACE ’s non-compliance with applicable laws; or (b) allegations that the operation of an SIMPLEE GOOD MARKETPLACE Site infringes or misappropriates that third party’s intellectual property
- If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
- THE SIMPLEE GOOD MARKETPLACE SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU ACCESS THE SIMPLEE GOOD MARKETPLACE SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY SIMPLEE GOOD MARKETPLACE TO HELP YOU AVAIL THE SERVICES AT YOUR OWN EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SIMPLEE GOOD MARKETPLACE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS’ LAWS DO NOT ALLOW
EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
- BECAUSE SIMPLEE GOOD MARKETPLACE IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE SIMPLEE GOOD MARKETPLACE (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH
LIMITATION OF LIABILITY
WE 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 YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES 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, EVEN IF SIMPLEE GOOD MARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE
TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO SIMPLEE GOOD MARKETPLACE IN CONNECTION WITH THE PARTICULAR SERVICE AND THE SIMPLEE GOOD MARKETPLACE SITE GIVING RISE TO THE CLAIM.
If the Sales Proceeds from Your Transactions through the Fulfilment by SIMPLEE GOOD MARKETPLACE Service in connection with the SIMPLEE GOOD MARKETPLACE Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the SIMPLEE GOOD MARKETPLACE Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the SIMPLEE GOOD MARKETPLACE Site, including products liability and bodily injury, naming SIMPLEE GOOD MARKETPLACE and its assignees as additional insureds.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. SIMPLEE GOOD MARKETPLACE is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address,
registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, SIMPLEE GOOD MARKETPLACE will deduce the location of recipient, the billing details, place of supply and applicable taxes.
If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, SIMPLEE GOOD MARKETPLACE will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against SIMPLEE GOOD MARKETPLACE .
It is your responsibility as a seller on the SIMPLEE GOOD MARKETPLACE Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the SIMPLEE GOOD MARKETPLACE Site.
For reporting transactions undertaken by you on the SIMPLEE GOOD MARKETPLACE Site, you should consider the Merchant Tax Report (MTR) made available to you on Seller Central.
In case of any discrepancy in the reporting / returns filed by you and SIMPLEE GOOD MARKETPLACE , you agree that you will resolve such discrepancy immediately and indemnify SIMPLEE GOOD MARKETPLACE against any tax, interest and penalty payable in this regard.
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain SIMPLEE GOOD MARKETPLACE ‘s exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your
participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the SIMPLEE GOOD MARKETPLACE Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. SIMPLEE GOOD MARKETPLACE is not an auctioneer, neither is it
an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.
However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
16. Password Security
Any password we provide to you may be used only during the Term to access Your Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by SIMPLEE GOOD MARKETPLACE . The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.
You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to SIMPLEE GOOD MARKETPLACE , you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for SIMPLEE GOOD MARKETPLACE as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
SIMPLEE GOOD MARKETPLACE retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
SIMPLEE GOOD MARKETPLACE will provide notice to you under this Agreement by posting changes on Seller Central or on the applicable SIMPLEE GOOD MARKETPLACE Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to SIMPLEE GOOD MARKETPLACE to our Selling Partner Support team via SG marketplace
, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. You may change your E-MAIL addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.
Please continue to use SG marketplace as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
- a) Products and Product You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the SIMPLEE GOOD MARKETPLACE Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the SIMPLEE GOOD MARKETPLACE Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the SIMPLEE GOOD MARKETPLACE Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the SIMPLEE GOOD MARKETPLACE Site. For each item you list on the SIMPLEE GOOD MARKETPLACE Site, you will provide to us the state or country from which the item ships.
- Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the SIMPLEE GOOD MARKETPLACE Site in the applicable product categories which are supported for third party sellers generally on the SIMPLEE GOOD MARKETPLACE Site on the applicable Selling on SIMPLEE GOOD MARKETPLACE Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the SIMPLEE GOOD MARKETPLACE Associated Properties or any other functions, features, advertising, or programs on or in connection with the SIMPLEE GOOD
SIMPLEE GOOD MARKETPLACE reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the SIMPLEE GOOD MARKETPLACE .
We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the SIMPLEE GOOD MARKETPLACE Site and SIMPLEE GOOD MARKETPLACE may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.
- Shipping and Handling Charges. For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the SIMPLEE GOOD MARKETPLACE Site and further subject to any shipping and handling charge Program Policies for the SIMPLEE GOOD MARKETPLACE Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For SIMPLEE GOOD MARKETPLACE -Fulfilled Products, SIMPLEE GOOD MARKETPLACE will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by SIMPLEE GOOD MARKETPLACE Service Terms.
D) Sale and Fulfilment, Refunds and Returns
Sale and Fulfilment. Other than as described in the Fulfilment by SIMPLEE GOOD MARKETPLACE Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the SIMPLEE GOOD MARKETPLACE Site for which you decide to register or use the Selling on SIMPLEE GOOD MARKETPLACE Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your SIMPLEE GOOD MARKETPLACE Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the SIMPLEE GOOD MARKETPLACE at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its
Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the SIMPLEE GOOD MARKETPLACE Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to SIMPLEE GOOD MARKETPLACE information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For SIMPLEE GOOD MARKETPLACE
-Fulfilled Products, if any, the Fulfilment by SIMPLEE GOOD MARKETPLACE Service Terms will apply to the storage, fulfilment and delivery of such SIMPLEE GOOD MARKETPLACE -Fulfilled Products.
For all of Your Products that are not fulfilled using Fulfilment by SIMPLEE GOOD MARKETPLACE , you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the SIMPLEE GOOD MARKETPLACE Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time
without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement.
You will route all such payments through SIMPLEE GOOD MARKETPLACE .
We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfilment by SIMPLEE GOOD MARKETPLACE , the SIMPLEE GOOD MARKETPLACE Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable SIMPLEE GOOD MARKETPLACE Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for SIMPLEE GOOD MARKETPLACE -Fulfilled Products, if any, the Fulfilment by SIMPLEE GOOD MARKETPLACE Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on SIMPLEE GOOD MARKETPLACE Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on SIMPLEE GOOD MARKETPLACE Subscription Fee” means the fee specified as such on the Selling on SIMPLEE GOOD MARKETPLACE Fee Schedule for the SIMPLEE GOOD MARKETPLACE Site at
the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Business Solutions Agreement; (y) “Closing Fees” means the applicable fee, if any, as specified in the Selling on SIMPLEE GOOD MARKETPLACE Fee Schedule for the SIMPLEE GOOD MARKETPLACE Site; and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the SIMPLEE GOOD MARKETPLACE Site specified on the Selling on SIMPLEE GOOD MARKETPLACE Fee Schedule for the SIMPLEE GOOD MARKETPLACE Site at the time of Your Transaction, based on the categorization by SIMPLEE GOOD MARKETPLACE of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of SIMPLEE GOOD MARKETPLACE -Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
All taxes or surcharges imposed on fees payable by you to SIMPLEE GOOD MARKETPLACE will be your responsibility.
Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the “Nodal Account“) in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank
Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve“). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.
Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for SIMPLEE GOOD MARKETPLACE Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you.
“Designated Day” means any particular Business Day of the week designated by SIMPLEE GOOD MARKETPLACE on a weekly basis, in its sole discretion, for making remittances to you.
“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on SIMPLEE GOOD MARKETPLACE Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the SIMPLEE GOOD MARKETPLACE Site;
(e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for SIMPLEE GOOD MARKETPLACE Site), if applicable; and (h)tax collected at source under applicable Law.
In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure“), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
SIMPLEE GOOD MARKETPLACE ’s Marketplace, Websites and Services
SIMPLEE GOOD MARKETPLACE has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the SIMPLEE GOOD MARKETPLACE Site or the SIMPLEE GOOD MARKETPLACE Associated
Properties, and all aspects of each Service, including your use of the same. SIMPLEE GOOD MARKETPLACE may assign any of these rights or delegate any of its responsibilities.
In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by SIMPLEE GOOD MARKETPLACE in advance in writing.
All payments by SIMPLEE GOOD MARKETPLACE to you shall be made subject to applicable withholding taxes under applicable Governing Laws. SIMPLEE GOOD MARKETPLACE will retain, in
addition to its net fees together with any applicable taxes that SIMPLEE GOOD MARKETPLACE determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.
If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to SIMPLEE GOOD MARKETPLACE .
You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. SIMPLEE GOOD MARKETPLACE shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. SIMPLEE GOOD MARKETPLACE will have right to reject the claim if the claimed amount does not match with service fees invoices. SIMPLEE GOOD MARKETPLACE shall maintain the right to recover any excessive claims paid to you.
SIMPLEE GOOD MARKETPLACE has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case SIMPLEE GOOD MARKETPLACE successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
Selling on SIMPLEE GOOD MARKETPLACE Definitions
“SIMPLEE GOOD MARKETPLACE -Fulfilled Products” means any of Your Products that are fulfilled using the Fulfilment by SIMPLEE GOOD MARKETPLACE Service.
“SIMPLEE GOOD MARKETPLACE Refund Policies” means the return and refund policies published on the SIMPLEE GOOD MARKETPLACE Site.
“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the SIMPLEE GOOD MARKETPLACE Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that SIMPLEE GOOD MARKETPLACE designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.
“Refund Administration Fee” means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.
“Required Product Information” means, with respect to each of Your Products in connection with the SIMPLEE GOOD MARKETPLACE Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as SIMPLEE GOOD MARKETPLACE may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by SIMPLEE GOOD MARKETPLACE from time to time); (d) categorization within each SIMPLEE GOOD MARKETPLACE product category and browse structure as prescribed by SIMPLEE GOOD MARKETPLACE from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any SIMPLEE GOOD MARKETPLACE published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your
Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).
“Seller-Fulfilled Products” means any of Your Products that are not fulfilled using the Fulfilment by SIMPLEE GOOD MARKETPLACE Service.
“Selling on SIMPLEE GOOD MARKETPLACE Launch Date” means the date on which we first list one of Your Products for sale on the SIMPLEE GOOD MARKETPLACE Site.
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on SIMPLEE GOOD MARKETPLACE only.
Fulfilment by SIMPLEE GOOD MARKETPLACE Service Terms
Fulfilment by SIMPLEE GOOD MARKETPLACE (“FBA“) provides fulfilment and associated services for Your Products. FBA is operated by SIMPLEE GOOD MARKETPLACE Seller Services Private Limited.
These FBA Service Terms are part of the SIMPLEE GOOD MARKETPLACE Services Business Solutions Agreement (“Business Solutions Agreement“), and, unless specifically provided otherwise, concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE FBA SERVICE TERMS. Unless
defined in these FBA Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.
F.1. Your Products
Once you are accepted into FBA, you must apply to register each product you sell that you wish to include in the FBA program in connection with the SIMPLEE GOOD MARKETPLACE Site. You may not include any product in the FBA program which is a FBA Excluded Product for the SIMPLEE GOOD MARKETPLACE Site you wish to register Your Product with. We may refuse registration in FBA of any product in connection with the SIMPLEE GOOD MARKETPLACE Site, including on the basis that it is an FBA Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBA in connection with the SIMPLEE GOOD MARKETPLACE Site.
F.2. Product and Shipping Information
You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBA (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
F.3. Shipping to SIMPLEE GOOD MARKETPLACE
- For the SIMPLEE GOOD MARKETPLACE Site you register Units in connection with, such Units will be delivered to customers in India You will ship Units to us in accordance with applicable Program Policies for the SIMPLEE GOOD MARKETPLACE Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight “C.I.P. (Carriage and Insurance Paid) Destination”; and (c) all Units comply with SIMPLEE GOOD MARKETPLACE ‘s labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and SIMPLEE GOOD MARKETPLACE will not pay any shipping costs except as provided in Section F-3.2. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Fulfilment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If SIMPLEE GOOD MARKETPLACE is listed on any import documentation, SIMPLEE GOOD MARKETPLACE reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by SIMPLEE GOOD MARKETPLACE will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to Section F-7).
- You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to SIMPLEE GOOD MARKETPLACE , our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) calendar days after we notify you that we are in possession of In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.
We will provide storage services as described in these Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfilment Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the Lost and Damaged Inventory Reimbursement Policy). Payment of the replacement value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor. The replacement value is inclusive of any VAT/CST/good and services tax (as applicable) and if the replacement value is subject to VAT/CST/goods and services tax, you agree to provide a valid VAT/CST/goods and services tax invoice to SIMPLEE GOOD MARKETPLACE . In consideration of payment of the replacement value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Fulfilment Centres in accordance with Section 14, and you will comply with any of these restrictions or limitations.
We will ship Units from our inventory of Your Products in connection with the SIMPLEE GOOD MARKETPLACE Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants.
F.6. Customer Returns
- We will receive and process returns of any SIMPLEE GOOD MARKETPLACE Fulfilment Units in accordance with the terms of your Seller Agreement, these FBA Service Terms and the Program Policies for the SIMPLEE GOOD MARKETPLACE Any Sellable Units registered in connection with the SIMPLEE GOOD MARKETPLACE Site that are also SIMPLEE GOOD MARKETPLACE Fulfilment Units and that are properly returned will be placed back into the inventory of Your Products in the FBA Program for the SIMPLEE GOOD MARKETPLACE Site. We may fulfil customer orders for Your Products in connection with the SIMPLEE GOOD MARKETPLACE Site with any SIMPLEE GOOD MARKETPLACE Fulfilment Units returned in connection with the SIMPLEE GOOD MARKETPLACE Site. Except as provided in Section F-7, you will retake title of all Units that are returned by customers.
- Except as provided in Section F-7, we will, at your direction, either return or dispose of or destroy any SIMPLEE GOOD MARKETPLACE Fulfilment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.4, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within thirty (30) calendar days after we notify you of the Unsuitable
- You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any
F.7. Returns to You and Disposal
- You may, at any time, request that Units be returned to We may, with notice, return Units to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Fulfilment Centre is located (or, at SIMPLEE GOOD MARKETPLACE ‘s sole discretion, your designated shipping address within India. If the address we have for you in connection with the SIMPLEE GOOD MARKETPLACE Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as appropriate based on the inventory and, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal.. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any checkposts.
- You may, at any time, request that we dispose of or destroy In this case, we may dispose of or destroy these Units as appropriate based on the inventory. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of or destroy the Unit, and we may, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain all proceeds, if any, received from the disposal of any Unit.
- You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).
- Disposal of Unsuitable Units. In the event any SIMPLEE GOOD MARKETPLACE Fulfilment Unit is returned to our Site Fulfilment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Section 3.2), (a) dispose of or destroy such Unit in case you fail to remove such Unit from our Site Fulfilment Centre within a period of thirty (30) days from the date we notify you that its removal is required, for instance because your use of FBA is suspended or terminated or your seller account is suspended, terminated or closed; and (b) immediately dispose of or destroy such Unit if: (i) we determine that such Unit has no replacement value; (ii) we determine that the Unit creates a safety, health or liability risk to SIMPLEE GOOD MARKETPLACE , our personnel or any third party; or (iii) we obtain knowledge of your engagement in fraudulent or illegal activity; or (iv) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are exposed to liability towards a third party. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.
You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfilment Centres. You will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
F.9. Customer Service
- We will be responsible for all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to SIMPLEE GOOD MARKETPLACE Fulfilment We will determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any SIMPLEE GOOD MARKETPLACE Fulfilment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions
Agreement (including these Service Terms and the Program Policies for the applicable SIMPLEE GOOD
MARKETPLACE Site). Except as provided in this S ection F-9 regarding any SIMPLEE GOOD
MARKETPLACE Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos.
- In situations relating to SIMPLEE GOOD MARKETPLACE Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by SIMPLEE GOOD MARKETPLACE as covered under the Program Policies causing such damage or loss we will, at our option for any SIMPLEE GOOD MARKETPLACE Fulfilment Unit (i) ship a replacement Unit to the customer and pay you the applicable replacement value (as described in the FBA Lost and Damaged Inventory Reimbursement Policy) for the replacement Unit or (ii) process a refund to the customer and pay you the replacement value for the Any customer refund will be processed in accordance with the Selling on SIMPLEE GOOD MARKETPLACE Service Terms. Notwithstanding the terms of the Selling on SIMPLEE GOOD MARKETPLACE Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on SIMPLEE GOOD MARKETPLACE Service Terms and these Service Terms, respectively. Except as expressly provided in this Section F-9.2 you will be responsible for all costs associated with any replacement or return.
- If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section F-6. If we do put it back into your inventory, you will compensate us for the applicable replacement value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the SIMPLEE GOOD MARKETPLACE Site in accordance with the
Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.
- You will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the FBA Fee Schedule for the SIMPLEE GOOD MARKETPLACE Site. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by SIMPLEE GOOD MARKETPLACE (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.
- Shipping and Gift For any SIMPLEE GOOD MARKETPLACE Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the FBA Program. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.
- Taxes on Fees Payable to SIMPLEE GOOD MARKETPLACE . In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:
- all services provided by SIMPLEE GOOD MARKETPLACE to you are being received by your establishment under your designated VAT / goods and services tax registration number; and
- (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to SIMPLEE GOOD MARKETPLACE belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to SIMPLEE GOOD MARKETPLACE ; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by SIMPLEE GOOD MARKETPLACE in case of any
SIMPLEE GOOD MARKETPLACE reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize SIMPLEE GOOD MARKETPLACE to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to SIMPLEE GOOD MARKETPLACE upon request. SIMPLEE GOOD MARKETPLACE reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by SIMPLEE GOOD MARKETPLACE .
All payments by SIMPLEE GOOD MARKETPLACE to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. SIMPLEE GOOD MARKETPLACE will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to SIMPLEE GOOD MARKETPLACE sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, SIMPLEE GOOD MARKETPLACE will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant
month, SIMPLEE GOOD MARKETPLACE shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to SIMPLEE GOOD MARKETPLACE and SIMPLEE GOOD MARKETPLACE shall
provide necessary support and documentation as may be required by you for discharging your obligations.
SIMPLEE GOOD MARKETPLACE has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case SIMPLEE GOOD MARKETPLACE successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.
Any taxes applicable in addition to the fee payable to SIMPLEE GOOD MARKETPLACE shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.
- Registration of Fulfilment Centres for VAT / CST / goods and services tax: SIMPLEE GOOD MARKETPLACE understands and agrees that you would be required to register the Site Fulfilment Centres wholly or partly as your place of business from a VAT / CST / goods and services tax regulations SIMPLEE GOOD MARKETPLACE shall issue a no-objection certificate as required to enable you to register the Site Fulfilment Centres as your additional place of business from a VAT / CST / goods and services tax regulations perspective. SIMPLEE GOOD MARKETPLACE shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified SIMPLEE GOOD MARKETPLACE and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfilment Centres) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while SIMPLEE GOOD MARKETPLACE would support this process as reasonably required. You further represent and
warrant that you will not register Site Fulfilment Centres as your principal place of business but only as an additional place of business.
In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.
You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the “Releasing Parties“), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge SIMPLEE GOOD MARKETPLACE and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the “Released Parties“), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses“) which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and
each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY
OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F.14. Tax Matters
You understand and acknowledge that storing Units at the Site Fulfilment Centres may create a tax presence for you in the applicable territory in which the Site Fulfilment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage. You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold SIMPLEE GOOD MARKETPLACE and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section F-11 of these FBA Service Terms and agree to pay any of these over to SIMPLEE GOOD MARKETPLACE promptly. You acknowledge and agree that you are responsible for preparing and filing
any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.
I / We …………………….. authorized signatory/signatories of the company ………………………….. with GST ……………………… hereby agree to the Terms & Conditions and are willing to onboard as a vendor on the Simplee Good Marketplace.
For [[Company Name]]
[[Company Seal & Signature]]