SELLER CONDITION OF USE


These Conditions of Use (hereinafter referred to as “CoU”) govern your use of the platform with the domain name [LOTUS] including the related mobile site and mobile application (hereinafter referred to as “Website”), which is owned and operated by [LOTUS] (hereinafter referred to as '[LOTUS]'), a [LOTUS], with its registered office at [LOTUS].

[LOTUS] is the licensed owner of the brand [LOTUS]. The Website is a platform for domestic consumers to transact with third party sellers, who have been granted access to the Website to display and offer products for sale through the Website. PLEASE NOTE THAT THE WEBSITE IS INTENDED TO BE A PLATFORM FOR END-CONSUMERS DESIROUS OF PURCHASING PRODUCT(S) FOR DOMESTIC SELF-CONSUMPTION.

FOR ABUNDANT CLARITY, [LOTUS] DOES NOT PROVIDE ANY SERVICES TO USERS OTHER THAN PROVIDING THE WEBSITE AS A PLATFORM TO TRANSACT AT THEIR OWN COST AND RISK, AND SUCH OTHER SERVICES AS MAY SPECIFICALLY BE NOTIFIED IN WRITING.

For the purpose of the CoU, wherever the context so requires, ‘you’ and ‘your’ shall relate to[LOTUS], having place of business at [LOTUS] who has agreed to become a seller on the Website by providing registration data while registering on the Website. The word ‘user’ shall collectively imply a seller, a buyer, and any visitor on the Website and the terms ‘we’, ‘us’ and ‘our’ shall mean [LOTUS].

If you transact on the Website, you shall be subject to the policies that are applicable to the Website for such a transaction. By mere use of the Website you shall be contracting with [LOTUS], and these terms and conditions including the policies constitute your binding obligations to [LOTUS].



Modification

We reserve the right at all times to discontinue or modify any part of these Conditions of Use in our sole discretion. If we make changes that affect your use of the Website or our services we will post notice of the change on the Conditions of Use page. Your continued use of the Website following the changes or updates will mean that you accept and agree to the revisions. As long as you comply with the CoU, we grant you a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Website.

ACCESSING, BROWSING, OR OTHERWISE USING THE WEBSITE INDICATES YOUR AGREEMENT WITH ALL THE TERMS AND CONDITIONS UNDER THE COU. PLEASE READ THE COU CAREFULLY BEFORE PROCEEDING.



Seller Eligibility

The use of the Website is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. [LOTUS] reserves the right to terminate your registration and/or refuse you access to the Website if it is brought to [LOTUS]’s notice or discovered that you are under the age of 18 years. If you registered as a business entity, you represent that you are duly authorized by the business entity to accept the CoU and you have the authority to bind the business entity to the CoU.



Your Account and Registration Obligations

In the course of your use of the Website, you agree to furnish your details and information as requested by us from time to time. You shall remain responsible for maintaining confidentiality of this information, as well as your display name, login and password details. You agree that if you provide any information which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or such information, including your conduct, is not in accordance with the CoU, we shall have the right to suspend or terminate your account on the Website or indefinitely block you from accessing the Website.

As part of the registration process on the Website, [LOTUS] may collect the following personally identifiable information about you, including but not limited to Name, email address, age, address mobile phone number and other contact details, demographic profile (like your age, gender, occupation, education, address etc.) and information about the pages on the Website you visit/access, the links you click on the Website, the number of times you access a particular page/feature and any such information. Information collected about you is subject to the Privacy Policy of the [LOTUS], which is incorporated in these CoU by reference.



Representations

You represent and warrant that: (a) if you are a business, you are 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) you have all requisite right, power and authority to enter into CoU and perform obligations and grant the rights, licences and authorizations you grant hereunder; (c) you will comply with all applicable laws (including but not limited to procuring and maintaining applicable tax registrations) in your performance of your obligations and exercise of your rights under these CoU; and (d) you are not a 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 any 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) arising from or related to your actual or alleged breach of any representations that you have made.



Website for Transaction and Communication

The Website is a platform that users utilize to independently meet and interact with one another for their transactions. [LOTUS] is not and cannot be a party to any transaction or dispute between users on the Website.

Consequently:

1. All commercial/contractual terms are offered by you and agreed upon between you and buyers alone. The commercial/contractual terms include (without limitation) price, shipping costs, payment methods and terms, date, period, and mode of delivery, and warranties and after-sales services related to products and services. [LOTUS] does not determine, advice, have any control, or in any way involve itself in the offering or acceptance of such commercial/contractual terms between you and buyers.

2. [LOTUS] does not make any representations or warranties regarding specifics (such as quality, value, and saleability) of the products or services proposed to be sold, offered to be sold or purchased on the Website. [LOTUS] does not implicitly or explicitly support or endorse the sale or purchase of any products and services on the Website. [LOTUS] accepts no liability for any errors or omissions of third parties in relation to the products and services.

3. [LOTUS] is not responsible for any non-performance or breach of any contract between you and buyers. [LOTUS] cannot and does not guarantee that you and buyers concerned will perform transaction(s) concluded on the Website. [LOTUS] shall not and is not required to mediate or resolve disputes or disagreements between you and buyers.

4. [LOTUS] does not make any representations or warranties regarding item-specifics (such as legal title, creditworthiness, identity, etc.) of any of its users. You are advised to independently verify the bona fides of any particular buyer you choose to deal with on the Website and use your best judgment in that regard.

5. [LOTUS] does not at any point in time during a transaction between you and a buyer on the Website come into or take possession of any of the products or services offered by you, gain title to or have any rights or claims over the products or services offered by you to the buyer.

6. At no time shall [LOTUS] hold any right/title to or interest in the items nor have any obligations or liabilities with respect to such a contract. [LOTUS] is not responsible for unsatisfactory or delayed performance of services, damages, or delays as a result of items which are out of stock, unavailable, or back-ordered. That in the event that a non-delivery occurs on account of a mistake by you (i.e. wrong name or address or any other wrong information) any extra cost incurred by [LOTUS] for redelivery shall be claimed from you.

7. The Website is only a Website that can be utilized by you to reach a larger customer base to sell items or services. [LOTUS] only provides a Website for communication and it is agreed that the contract for sale of any products or services shall be a strictly bipartite contract between you and the buyer.

8. You release and indemnify [LOTUS] and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the users on the Website and specifically waive any claims that you may have in this behalf under any applicable law. Notwithstanding its reasonable efforts on that behalf, [LOTUS] cannot control the information provided by other users which is made available on the Website. You may find other user's information to be offensive, harmful, inaccurate or deceptive. Please use caution and practice safe trading when using the Website. Please note that there may be risks in dealing with underage persons or people acting under false pretence.

9. We have made every effort to display the colours of our products/services that appear on the Website as accurately as possible. However, as the actual colours you see will depend on your monitor, we cannot guarantee that your monitor's display of any colour will be accurate.



Pricing

We aim to ensure that prices of all products/services offered for sale by you are reflected as true and correct on the Website in terms of the information and data provided by you regarding pricing. However, from time to time, the prices of certain products/services may not be current or may be inaccurate on account of technical issues, typographical errors or incorrect product information provided to the us by third-party sellers. In each such case, notwithstanding anything to the contrary, we reserve the right to cancel the order without any further liability.

All the products/services listed on the Website will be sold at MRP unless otherwise specified. The prices mentioned at the time of ordering will be the prices charged on the date of the delivery. Although prices of most of the products/services do not fluctuate on a daily basis but some of the commodities may change on a daily basis. In case the prices are higher or lower on the date of delivery no additional charges will be collected or refunded as the case may be at the time of the delivery of the order.



Seller Account Deactivation

As per our policy, if a seller requests for a closure of the account, the account will be put on hold for a period of 90 days to ensure smooth closure of transactions which have been made prior to his closure request and this will be available to the said seller for downloading payment and taxation reports, if required. After 90 days, the seller would be required to reach out to us confirming that he has downloaded the reports and requesting for a deactivation again. Upon receiving this confirmation, the seller’s account will be deactivated provided there are no outstanding payments due from the seller, with certain information being retained by [LOTUS] at all times, such as registered mobile number, registered email ID, GSTIN and other transaction related information. Such information is being retained for audit purposes and to prevent fraudulent acts by the sellers in the future. If a seller decides to commence his business with [LOTUS] again, he/she will not be able to create a new account but the older account can be restored if it is required.



Use of the Website

You agree and understand that [LOTUS] and the Website merely provide hosting services to its registered users and persons browsing/visiting the Website. All items advertised / listed and the contents therein are advertised and listed by registered users and are third party user generated contents. [LOTUS] shall bear no responsibility or liability in relation to or arising out of third party user generated content. [LOTUS] neither originates nor initiates the transmission nor selects the sender and receiver of the transmission nor selects nor modifies the information contained in the transmission. [LOTUS] is merely an intermediary and does not interfere in the transaction between buyers and sellers.

You agree, undertake and confirm that your use of the Website shall be strictly governed by the following binding principles:

1. You shall not host, display, upload, modify, publish, transmit, update or share any information or image which:

(a) belongs to another person and over which you have no right;
(b) is grossly harmful, harassing, blasphemous, defamatory, bigotry, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever, or unlawfully threatening or harassing, including but not limited to ‘indecent representation of women’ within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
(c) is false, inaccurate or misleading in any way;
(d) is patently offensive to the online community, such as sexually explicit content or content that promotes obscenity, pedophilia, racism, bigotry, hatred, or physical harm of any kind against any group or individual;
(e) harasses or advocates harassment of another person;
(f) involves the transmission of ‘junk mail’, ‘chain letters’, unsolicited mass mailing, or ‘spamming’; including spamming by ways of unrelated feedbacks on surveys;
(g) promotes illegal activity or conduct that is abusive, threatening, obscene, defamatory, or libelous;
(h) infringes upon or violates any third party's rights [including but not limited to intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address, or phone number) or rights of publicity];
(i) promotes an illegal or unauthorized copy of another person's copyrighted work (see “Copyright complaint" below for instructions on how to lodge a complaint about uploaded copyrighted material) such as providing pirated computer programs or links, information to circumvent manufacturer-installed copy-protect devices, or pirated music or links to pirated music files;
(j) contains restricted or password-only access pages, hidden pages or images or URLs leading to any other pages (those not linked to or from another accessible page);
(k) provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
(l) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, providing or creating computer viruses;
(m) contains unauthorized videos, photographs or images of another person (whether a minor or an adult);
(n) tries to gain unauthorized access or exceeds the scope of authorized access to the Website, profiles, blogs, communities, account information, bulletins, friend requests, or other areas of the Website, or solicits passwords or personal identifying information for commercial or unlawful purposes from other users on the Website;
(o) engages in commercial activities and/or sales such as contests, sweepstakes, barter, advertising, pyramid schemes, or the buying or selling of ‘virtual’ items related to the Website without our prior written consent. Throughout the CoU, [LOTUS]’s prior written consent means a communication coming from [LOTUS]’s Legal Department in response to your request and specifically addressing the activities or conduct for which you have sought authorization;
(p) solicits gambling or engages in any gambling activity which we, at our sole discretion, believe is or could be construed as being illegal;
(q) interferes with another’s use and enjoyment of the Website;
(r) refers to any website/URL which, at our sole discretion, contains material that is inappropriate for the Website or any other website and content that is prohibited or violates the letter and spirit of CoU;
(s) harms minors in any way;
(t) infringes any patent, trademark, copyright, proprietary rights, third-party’s trade secrets, rights of publicity, or privacy, is fraudulent, or involves the sale of counterfeit or stolen items;
(u) violates any law for the time being in force;
(v) deceives or misleads the addressee/ users about the origin of messages or communicates any information which is grossly offensive or menacing in nature;
(w) impersonates another person;
(x) contains software viruses or any other computer codes, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept, or expropriate any system, data, or personal information;
(y) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation; offends the religious and national sentiments of the nation as included in ‘Zero Tolerance to Profanity, Hurting National and Religious Sentiments’ policy;
(z) shall, directly or indirectly, offer or attempt to offer trade or attempt to trade in any item which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
(aa) shall create liability for us or cause us to lose (in whole or part) the services of our Internet Service Provider (“ISPs”) or other suppliers.

2. Attempting to do or actually doing any of the following:

Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access; Scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data; Scanning or testing the security or configuration of the Site or breaching security or authentication measures; or Interfering with service to any user in any manner, including, without limitation, by means of submitting a virus to the Site or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the Site.

3. Collecting any of the following:

Content from the Site, including, without limitation, in connection with current or previously offered deals, and featuring such content to consumers in any manner that diverts traffic from the Site without our express written permission; or Personal Information (defined in our Privacy Statement), User Content, or content of any consumers or Sellers.

4. Engaging in any of the following:

Tampering or interfering with the proper functioning of any part, page, or area of the Site or any functions or services provided by Company; Exceeding or attempting to exceed quantity limits when purchasing Seller Offerings or Products, or otherwise using any Company account to purchase Seller Offerings or Products for resale or for speculative, false, fraudulent, or any other purpose not expressly permitted by these Conditions of Use and the terms of a specific offer on the Site; Accessing, monitoring, or copying any content from the Site using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission; Hyperlinking to the Site from any other website without our initial and ongoing consent; or Acting illegally or maliciously against the business interests or reputation of Company, our Sellers, or our services.

5. You shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about us, the brand name or domain name used by us, including the terms [LOTUS], [LOTUS].com or otherwise engage in any conduct or action that might tarnish the image or reputation of [LOTUS] or sellers on the Website or otherwise tarnish or dilute any [LOTUS] trademark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by us. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or [LOTUS]’s systems, networks, or any systems or networks connected to [LOTUS].

6. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website, any transaction being conducted on the Website or any other person’s use of the Website.

7. You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message, transmittal you send to us on or through the Website, or any service offered on or through the Website. You may not pretend that you are or represent someone else or impersonate any other individual or entity.

8. You may not use the Website or any content for any purpose that is unlawful or prohibited by the CoU or to solicit the performance of any illegal activity or other activity which infringes the rights of [LOTUS] and/or others.

9. You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, and the other rules thereunder as applicable and amended from time to time and also all applicable domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in force) and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to Integrated Goods and Services Tax Act, Central Goods and Services Tax Act, Food Safety and Standards Authority of India (FSSAI), relevant State Goods and Services Tax Act or Union Territories Goods and Services Tax Act and Custom Duty, Local Levies as may be applicable) and obtain the necessary licences and permits regarding your use of our Website, service and/or tools and your listing, purchase, solicitation of offers to purchase, and sale of items or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force. In particular you shall ensure that if any of your items listed on the Website qualifies as an "Antiquity" or "Art treasure" as defined in the Act ("Artwork"), you shall indicate that such Artwork is "non-exportable" and sold subject to the provisions of the Antiquities and Art Treasures Act, 1972, and shall ensure that it is not delivered to any buyer at any place outside India.

10. You shall strictly comply with the OFAC Regulations and Other Applicable Sanctions Regulations as may be amended from time to time.

11. Solely to enable us to use the information you provide us with and so that we do not violate any rights you might have in your information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and sub-licensable (through multiple-tiers) right to exercise the copyright, publicity or database rights or any other rights you have in your information for any current or future promotional or advertising related activities and any business purposes of [LOTUS].

12. From time to time you shall be responsible for providing information relating to the items or services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate or over emphasize the attributes of such items or services so as to mislead other users on the Website in any manner.

13. You shall not engage in advertising or solicitation of other sellers on the Website to buy or sell any products or services, including but not limited to products or services related to what is displayed on the Website. You may not transmit any chain letters or unsolicited commercial or junk email to other users acquired/via the Website. It shall be a violation of the CoU to use any information obtained from the Website in order to harass, abuse, or harm others or contact, advertise and sell to or solicit persons other than those who have chosen to buy from you. You understand that we have the right at all times to disclose any information (including the identity of the persons who have provided information or material on the Website) as necessary to satisfy any law, regulation, or valid governmental request. This may include, without limitation, disclosure of the information in connection with the investigation of an alleged illegal activity or its solicitation and/or response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorized us to) disclose any information about you to law enforcement or other government officials as we, at our sole discretion, deem necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury. We reserve the right, but have no obligation, to monitor the material posted on the Website. [LOTUS] shall have the right, at its sole discretion, to remove any content that violates or is alleged to violate any applicable law or either the spirit or letter of the CoU. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIAL YOU POST ON THE WEBSITE AND YOUR INDEPENDENT COMMUNICATION WITH THE BUYERS AND OTHER SELLERS, REGARDLESS OF FORM. Please be advised that such content posted does not reflect [LOTUS]’s views. In no event shall [LOTUS] assume or have any responsibility or liability for any content posted on the Website or claims, damages, or losses resulting from its use and/or appearance of it on the Website. You hereby represent and warrant that you have necessary rights to all the content you provide and all information it contains and that such content shall not infringe any proprietary or other rights of third parties or contain any misleading, libelous, tortious, or otherwise unlawful information.

14. Your correspondence or business dealings with or participation in the promotion of advertisers on or through the Website (including payment and delivery of related products or services, any other terms, conditions, warranties, or representations associated with such dealings) are solely between you and such advertisers. We shall not be responsible or liable for any loss or damage of any sort incurred as a result of such dealings or the presence of such advertisers on the Website.

15. It is possible that other users (including unauthorized persons or ‘hackers’) may post or transmit offensive or obscene material on the Website and that you may be involuntarily exposed to such material. It is also possible for others to obtain personal information about you due to your use of the Website and use such information to harass or injure you. We do not approve of such unauthorized uses but by using the Website, you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Website. Please carefully select the type of information that you publicly disclose or share with others on the Website.

16. [LOTUS] shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group(s) of people, intentionally or unintentionally, in DoS (denial of service) / DDoS (Distributed Denial of Services).


Selling

You must be legally able to sell the item(s) you list for sale on our Website and must have all the necessary licences and permits required for such sale. You must ensure that the listed items do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics, pictures or videos that describe your item for sale. All items must be listed in an appropriate category on the Website. All listed items must be kept in stock for successful fulfilment of sales. The listing description of the item must not be misleading and must describe the actual condition of the product. If the item description does not match the actual condition of the item, you agree to refund any amount that you may have received from the buyer. You agree not to list a single product in multiple quantities across various categories on the Website. [LOTUS] reserves the right to delete such multiple listings of the same product listed by you in various categories.


Compliance on selling of goods/services

You shall also ensure full compliance with the provisions of Integrated Goods and Services Tax (IGST), Central Goods and Services Tax (CGST) and Union Territory Goods and Services Tax (UTGST) or State Goods and Services Tax (SGST) in respect of the goods/services supplied by you.

It is your responsibility to charge appropriate goods and services taxes on the supplies effected and remittance of the same to the Government. [LOTUS] shall not be responsible for any deficiency and/ or omission on your part.

It is your responsibility as a seller on the Website 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 Website.

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, [LOTUS] 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 [LOTUS].

You shall also be required to provide your GSTIN, without which we will not be able to raise an invoice on you. In the event that you do not provide your GSTIN number, transactions on your account will be blocked and orders will not be processed on your account.

In case of any discrepancy in the reporting / returns filed by you and [LOTUS], you agree that you will resolve such discrepancy immediately and indemnify [LOTUS] against any tax, interest and penalty payable in this regard.



Content Posted on the Website

All text, graphics, seller interfaces, visual interfaces, photographs, trademarks, logos, sounds, music and artwork, notes, messages, emails, billboard postings, drawings, profiles, opinions, ideas, images, videos, audio files, other material or information (collectively ‘Content’) are third-party generated Content and [LOTUS] has no responsibility or liability over such third-party generated Content as [LOTUS] is merely an intermediary for the purposes of this CoU.

Except as expressly provided in the CoU, no part of the Website including the Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including ‘mirroring’) to any other computer, server, website or other medium for publication, distribution or any commercial enterprise without [LOTUS]’s prior written consent. You shall be responsible for the Content posted or transmitted on the Website by You. The Content will become our property and you grant us the worldwide, perpetual, royalty free and transferable rights in such content. We shall be entitled to, consistent with our privacy policy as adopted in accordance with applicable law, use the Content or any of its elements for any type of purpose forever, including, but not limited to, promotional and advertising purposes in any media, whether now known or hereafter devised or the creation of derivative work. You agree that any content you post may be used by us, consistent with this COU, and you are not entitled to any payment or other compensation for such use.




Limited License

[LOTUS] grants sellers a limited, non-transferable, non-exclusive, non-sub licensable, non-assignable and personal license to use [[LOTUS]] name and/or logo on seller’s invoice for transactions concluded on the Website. Further, [LOTUS] grants sellers a limited, non-transferable, non-exclusive, non-sub licensable, non-assignable and personal license to use “[LOTUS].com” name and/or logo on packing material used by sellers for delivery of Products sold on the Website.



Payment

1. Transactions, transaction price and all commercial terms such as delivery, dispatch of products and/or services are as per principal to principal bipartite contractual obligations between sellers and buyers and the payment facility is merely used by sellers and buyers to facilitate the completion of transactions. Use of the payment facility shall not render [LOTUS] liable or responsible for non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Website.

2. You have specifically authorized [LOTUS] or its service providers to collect, process, facilitate, and remit payments and/or the transaction price electronically or through cash on delivery (CoD) to and from buyers in respect of transactions through payment facility. Your relationship with [LOTUS] is on a principal to principal basis and by accepting the CoU, you agree that [LOTUS] is an independent contractor for all purposes and does not have control of or liability for the products or services that are listed on the Website and paid for by using the payment facility. [LOTUS] does not guarantee the identity of any User nor does it ensure that a buyer or a seller will complete a transaction.

It is hereby clarified that cash on delivery (COD) option may not be available for select products or categories, at [LOTUS]’s sole discretion.

4. All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank that supports payment facility to provide these services to the users. All such online bank transfers on payment facility are also governed by the terms and conditions agreed to between a seller buyer and the respective issuing bank.


Dispatch of products and/or services

1. You, as a seller, shall be required to dispatch the products and/or services for every transaction to the buyer within the time period as provided in the COU to ensure that the products and/or services are delivered in a timely manner. Further, you will solely be responsible for undertaking transit insurance for products sold by You on the Website. For avoidance of doubt, [LOTUS] will not be responsible for undertaking any insurance(s) for products sold by sellers on the Website.

2. Seller shall provide dispatch details and details of after-sales services related to products and services listed by it on the Website to [LOTUS] in such a manner and within a time period as provided in the policies, failing which the transaction shall stand cancelled.

3. Seller shall dispatch the products and/or services using only an approved delivery channel which provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ (PoDs) documentation. Such PoD documentation relating to delivery should be maintained by a seller for a period of 3 (three) years from the date of dispatch. The PoDs should be furnished to [LOTUS] on demand within the time frame as notified from time to time.

4. Seller agrees that the dispatch details shall be true, correct, and duly authorized and shall not be misleading, fraudulent, false, unauthorized, illegal and shall not contain any misrepresentation of facts.

5. In case a seller fails to provide dispatch details or provides dispatch details not complying with policies, it shall result in consequences as more specifically stated in the COU and may lead to suspension and/or termination of seller account.

6. Seller agrees that the transaction price paid by a buyer will be remitted to a seller’s bank account contingent upon the following events:

a) Buyer confirms the delivery of products and/or services in the transaction;

b) Buyer does not take any action on payment facility to confirm delivery within such a time period as provided in the policies despite confirmation of dispatch of products and/or services by a seller to the buyer;

c) Buyer’s refund claim is rejected by [LOTUS] due to any breach of the CoU, policies, and any applicable law;

Once the transaction is completed by the Seller, the remittance to seller shall be made in accordance with RBI Intermediary Guidelines.

7. You are required to route all shipments/consignments through the Logistic Partner, unless otherwise specified. ‘Logistic Partner’ shall mean a logistic service provider as approved by [LOTUS].



Charges

Before you list a product or service for sale through the Website, we request you to review our fee policy, which is hereby incorporated as [Annexure A] into this CoU. [LOTUS] reserves the right to change its fee policy from time to time. In particular, [LOTUS] may, at its sole discretion, introduce new services and modify some or all of the existing services offered on the Website. In such an event, [LOTUS] reserves the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the fee policy shall be posted on the Website and such changes shall automatically become effective immediately after they are posted on the Website. Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to [LOTUS]. You shall be solely responsible for compliance with all applicable laws for making payments to [LOTUS]. You hereby agree that [LOTUS] shall have the right to set off any amounts due and payable by You to [LOTUS] against any payments due from [LOTUS] to You.

GST /Taxes: You are responsible for paying all fees associated with the use of the Website and charges collected in respect of such usage. You agree to bear any and all applicable taxes, charges, cesses levied thereon (including CGST+SGST/IGST/CGST+UGST and GST cess as may be applicable to the transaction).



Compliance with Laws

1.Seller undertakes that it has obtained and will continue to maintain in force all the necessary licenses, permissions, authorizations, and permits needed to distribute, market, supply and sell the [*] (“Products”) on www.[LOTUS].com under applicable laws, from time to time. The seller acknowledges and agrees that [LOTUS] shall be permitted to assign or otherwise furnish the undertaking to any authority or person as may be required for official purposes.
2. Seller shall comply with all laws and regulations applicable, including but not limited to anti-money laundering (including ‘know your customer’ and ‘customer due diligence’), and economic sanctions laws and regulations. Neither party will engage in a transaction pursuant to this CoU that will cause the other party to violate such regulations.
3. Seller shall ensure that no products are sourced or used in the manufacturing or in the provision of services which originate wholly or in part, from any of the prohibited countries stated in the ‘OFAC Regulations and Other Applicable Sanctions Regulations’.
4. If and to the extent that you collect, access, use, store, record, or otherwise process (collectively “Process”) any personally identified or identifiable information such as name, age, gender, email address, physical address, phone number, in any form that can be linked to a specific individual (“Personal Information”) received by you from or on behalf of [LOTUS] (or any [LOTUS] group company) employees, contractors, users, partners, or other third parties or otherwise obtained in connection with performing your obligations under this CoU (“[LOTUS]’s Personal Information"), you agree to:
a. comply with applicable data protection laws, rules and regulations governing the collection, use, protection, breach notification, retention, disclosure of Personal Information including but not limited to Information Technology Act, 2000 and the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011 (“Applicable Data Protection Law”), including any requirements applicable to storage or cross-border transfer of Personal Information outside India;
b. keep and maintain all [LOTUS]’s Personal Information in strict confidence and the obligation to protect Personal Information shall survive in perpetuity; and c. process [LOTUS]’s Personal Information solely to fulfil Your obligations under this CoU and not sell, rent, lease or otherwise make an unauthorized disclosure of [LOTUS]’s Personal Information to any third party. 7. If and to the extent that you provide yours or others’ Personal Information to [LOTUS] for processing, you warrant that such Personal Information was collected lawfully, and there is no restriction on you under the Applicable Data Protection Law, from providing such Personal Information to [LOTUS] or any processing by [LOTUS] under this CoU.



Audits

[LOTUS] shall have the right to inspect and audit seller’s records and premises / place of business through itself or through [LOTUS] approved third party testing agencies. Cost of such an audit shall solely be borne by [LOTUS] unless the audit reflects discrepancy in seller accounts / non-compliance with [LOTUS]’s seller policies, in which case the cost of audit shall be borne by the seller.



Breach

Without limiting other remedies, we may limit your activity, immediately remove your information, warn other users of your actions immediately, temporarily/indefinitely suspend/terminate/block your account and/or refuse you access to the Website, or put your account on hold, in the event of, including but not limited to, the following: 1. if you breach the CoU or other policies (if any); 2. if we are unable to verify or authenticate any information you provide; 3. if it is believed that your actions may cause legal liability for you, other users, or us; or 4. if you do not produce the legal requirement documents. We may at any time, at our sole discretion, reinstate suspended sellers.



Indemnity

You shall indemnify and hold harmless [LOTUS] its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees from any claim, demand, or actions including reasonable attorneys' fees made by any third party or penalty imposed due to or arising out of your breach of the CoU, privacy policy and other policies or your violation of any law, rules, regulations or the rights (including infringement of intellectual property rights) of a third party.

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. You shall not consent to the entry of any judgment or enter into any settlement of an indemnified claim without our prior written consent.



Limitation of Liability

IN NO EVENT SHALL [LOTUS] BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, DIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE COU, EVEN IF [LOTUS] HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.



Applicable Law

The CoU shall be governed, interpreted, and construed in accordance with the laws of India. The place of jurisdiction shall exclusively be [New Delhi].

Any dispute or claim of any nature relating in any way to your use of any services covered under these CoU will be adjudicated through arbitration, by a sole arbitrator to be appointed by [LOTUS]. 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.



Jurisdictional Issues/Sale in India Only

Unless otherwise specified, the material on the Website is presented solely for the purpose of sale in India. [LOTUS] makes no representation that the material on the Website is appropriate or available for use in other locations/countries other than India. Those who choose to access the Website from other locations/countries other than India do so on their own initiative and [LOTUS] is not responsible for supply of products/refund for the products ordered from other locations/countries other than India and compliance with local laws, if and to the extent local laws are applicable



Miscellaneous

You may not transfer or assign all or any portion of these CoU, 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 [LOTUS], you may assign or transfer these CoU, 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 the CoU. You agree that we may assign or transfer our rights and obligations under CoU: (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 [LOTUS] as the party to these CoU. Subject to that restriction, these CoU 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 the CoU through one or more of our affiliates. Our failure to enforce your strict performance of any provision of these CoU will not constitute a waiver of our right to enforce such provision or any other provision of the CoU subsequently.


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