Marketplace Seller, Return, Refund & Cancellation Policies

Please Note:

• This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
• Please click on the ‘ I / We Accept’ button to avail the Marketplace services, on the terms and conditions of this Marketplace Seller / Vendor Agreement, which shall be binding.
• By accepting this Agreement, either by clicking to accept or using the Marketplace, You agree, acknowledge, and represent that:

- You have read and understood the terms of this Agreement,

- You are capable to enter into a Contract in accordance with the Indian Contract Act,

- You have full power and authority to enter into this agreement,

- You have full power and authority to Sell / Offer for Sale the Products,

- The person accepting this Agreement is duly authorized,

- You accept and agree to be legally bound to the terms of these Terms of Use.

I / WE ACCEPT

 MARKETPLACE SELLER / VENDOR AGREEMENT

 This Marketplace Seller / Vendor Agreement is executed by and between:

 EVEXIA VENTURES PRIVATE LIMITED, a Company registered under Companies Act, 2013 and having registered office at Plot No.93, Namo Industries, Station Road, Ahmednagar, Maharashtra, India – 414001 (hereinafter referred to as “EVEXIA”) which includes its successors and permitted assigns;

and 

the (Enter name and address of seller) (hereinafter referred as Seller) having particulars captured in the Commercial Annexure/Seller Panel, which includes its Successors.

 RECITALS

1.       You Care Lifestyle is an online technology platform (Marketplace) accessible through websitewww.youcarelifestyle.com and a Mobile application, owned and operated by  EVEXIA. The Marketplace is designed to provide information associated with healthcare and wellness related brands & products including and not limited to natural and organic food products, beverages, bath products, beauty products, home décor products, fashion products, fitness items, home care products and any other products related to healthcare and wellness. The Marketplace is also a platform where customers and brand owners/sellers/product manufacturer can connect for their transactions wherein customers can view the brands & products and/or thereafter, at their complete discretion, purchase the same from the respective brand owners/sellers/ product manufacturer.
2. Subject to the terms here, EVEXIA may allow Sellers to use the Marketplace, on an “as-is basis” to list and display their products and other data on

www.you.com / the Marketplace.

1.   Seller is an Authorised Seller/ Manufacturer of Seller Products sold “under the brand as captured in the Commercial Annexure/Seller Panel and is desirous of listing,displaying

and selling the Seller Products facilitated through Marketplace to such customers who visit the Marketplace.

 In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the Parties hereby agree as follows:

1.                 DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS:

1. a)               "Agreement" shall mean this Agreement in its entirety, including all the annexures attached to or referenced to in this Agreement, EVEXIA Policies and any other document pursuant to this Agreement and shall include any amendment(s), addendum(s), schedules(s) thereto, from time to time;
2. b)               “Applicable Law” shall mean all applicable laws, statutes, ordinances, rules, regulations, guidelines, policies and other pronouncements including amendments thereof having the force of law by Central, State, municipality, court, tribunal, Governmental Authority, ministry, department, commission or any judicial forum.
3. c)                 “Authorised Seller” means a Person designated by a manufacturer/ authorised distributor/ brand / owner and authorised to sell or distribute the Seller Products in the Territory (including through online sales) to consumers under a valid written contract with the manufacturer / authorised distributor / brand / owner.
4. d)               "Authority" means any national, regional or local government, or governmental, statutory,regulatory, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or bank, formed or constituted under any applicable laws.
5. e)                 “Anti - Bribery and Money Laundering Laws” shall mean all applicable Laws and regulations relating to anti-bribery or anti-corruption (including, without limitation, the Indian Penal Code, 1860, the Prevention of Corruption Act, 1988, Prevention of Money Laundering Act, 2002 and amendments thereto its corresponding rules;
6. f)                “Business Day(s)” shall mean any other day other than Saturday or Sunday or any other public holiday in the territory of India;
7. g)               "Confidential Information" shall mean any and every information including any proprietary information of the Disclosing Party, including but not limited to the terms of this Agreement, commercial, technical and artistic information relating to Disclosing Party’s establishment, business, operation, maintenance, marketing and promoting of its own services and products, programming techniques, experimental work, customers, clients, Vendors, developments, inventions, technology etc. Confidential Information will include all information (whether available in written, oral or machine-readable form) relating to the business or affairs of the Disclosing Party, including (without limitation) information relating to existing or future systems, software, hardware, products and services, and those in development, and accompanying marketing plans, details of employees and business strategies etc.
8. h)               “Content” means images, videos, text, designs, themes, styles, fonts, colours, concepts, drawings, sketches, illustrations, charts, plans, tables, layouts, diagrams, specifications, images, photographs, audios, artwork and other works in physical, electronic or other form.
9. i)                 “Customer” or “Buyer” shall mean any person who purchases Products or avails Services from Marketplace or from any other events organized by EVEXIA which includes but not limited to promotional events organized by EVEXIA; Delivery Charges” shall mean the logistics, courier, postal charges charged  to the customer for shipping and delivering the Seller Product to  the Customer
10. j)               “Disclosing Party” shall mean EVEXIA and or its Affiliates;
11. k)             “Excluded Products”shall meanany product that is not permitted to be made available for sale or distribution in any manner under Applicable Law and/or would include any such products as may be decided by the EVEXIA from time to time. “Excluded Products” shall include but not limited to: (i) alcoholic beverages; (ii) cigars, cigarettes, or other tobacco products; (iii) any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase; (iv) any product that contains ingredients regulated under Applicable Law; (v) counterfeit, fake, refurbished, and unauthorised goods (vi) replicas or imitations of original goods; fake autographs, counterfeit stamps, and other potentially unauthorised goods (vii) any product or service, which is prohibited by Applicable Law or not in compliance with Applicable Laws (viii) any other types of products as per the sole discretion of EVEXIA.
12. l)               “EVEXIA Discount” means discount, concession or offer provided by Seller.
13. m)            “EVEXIA Policies” means the policies issued by EVEXIA, terms or conditions published on Marketplace or shared with Seller and modifications thereof.
14. n)              “Intellectual Property Right” means any patent, copyright, moral right, trademark, service marks, logos, commercial names, logo identity, logo guidelines, domain names, patents, designs, business processes, semiconductor topography rights or industrial property, know how, software, programs, process, source code, concept, idea, systems, process flow, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any other intellectual property right arising under any Applicable Laws and all ancillary and related right, including all rights of registration and renewal and causes for action for violation, misappropriation or infringement of any of the foregoing.
15. o)             “Listing Price” means the total amount payable or paid for a Seller Product for the sale conducted through the Marketplace including GST.
16. p)             “Logistics Service Provider’ or ‘LSP’ shall mean a third-party service provider engaged in providing Logistics Services.
17. q) “Marketplace” shall mean websiteyoucarelifestyle.com and mobile application; developed, owned or operated by EVEXIA, which is an information technology platform on a digital or electronic network to facilitate transactions between buyers and sellers. For the avoidance of doubt, “Marketplace” does not include any other websites or mobile sites maintained by or for EVEXIA or its Affiliates, or any websites or mobile sites that may be linked to or from Marketplace.
18. r)       “Objectionable Content” means information or content that (a) belongs to another person and to which the user does not have any right to; (b) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; (c) harm minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonate another person; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
19. s)                 “Order Information” means, with respect to any Seller Product sold on Marketplace, the following information: the name of the customer, customer email addresses, the name of the recipient, the shipping address, the quantity to be shipped, and any special comments included by EVEXIA in its discretion.
20. t)                   “Packing Specifications” means the EVEXIA guidelines, specifications including modifications thereof for using EVEXIA provided packaging material used as outer sleeve for packing of Seller Products, if applicable.
21. u)                 “Product Information” means, with respect to each Seller Product, the following (including to the extent expressly required under EVEXIA Policies): (i) description; (ii) Stock Keeping Unit (SKU) and other identifying information as EVEXIA may reasonably request; (iii) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by EVEXIA from time to time); (iv) categorisation within each EVEXIA product category and browse structure are prescribed by EVEXIA from time to time; (v) digitised image that accurately depicts only the Seller Product and does not include any additional logos, text or other markings; (vi) Listing Price; (vii) any text, disclaimers, warning, notices, labels, or other Content required by Applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Seller Product; (viii) brand; (ix) model; (x) product dimension; (xi) weight; (xii) a list of technical specifications; (xiii) SKU numbers (and other identifying information as EVEXIA may reasonably request) that are available with the Seller Product; and (xiv) any other information requested by EVEXIA or required by Applicable Law.
22. v)                 “Promotional Products” includes samples, non-saleable mini products, sachets, gift with purchase, product with purchase.
23. w)               "Recipient" or “Receiving Party” shall mean the Seller / Vendor.
24. x)                 “Sales Proceeds” means amount collected by EVEXIA or its LSPs against Seller Transaction (including Listing Price and all Delivery Charges) on Marketplace.
25. y)       “Seller Discount”: means discount, concession or offer provided by Seller.
26. z)       “Seller Materials” means all Seller trademarks, tag lines, punch line, Seller Content, Product Information, information, data, materials, and other items provided or made available by Seller to EVEXIA.
27. aa)     “Seller Portal” means the interface for the Seller on Marketplace which is a facility provided by EVEXIA or its affiliates to the Seller to avail real-time information pertaining to the online sales achieved through Marketplace, data sharing, including catalogue, MIS/dashboard, purchase, invoice reconciliation or any such information relevant for the business operations and Seller Account” has the meaning set forth in clause 4.3 of this Agreement
28. bb)    "Seller Products" or “Products” shall mean goods sold by Seller through Marketplace, from time to time.
29. cc)     “Seller Transaction” means any sale of a Seller Product on Marketplace.
30. dd)     “Service Providers” means any Third Party who is responsible for providing products or services to EVEXIA.
31. ee)     Shipment Information” means, with respect to any Seller Product, the estimated or promised shipment and delivery date, shipment and order status and tracking of Seller Products.
32. ff)       “Shipping Charges” shall mean the logistics, courier, postal charges charged to the seller for shipping and delivering the Seller Product to Customer.
33. gg)     “Territory” shall mean all the countries of the world and specifically includes all the states and union territories of India;

1.2     INTERPRETATION:

In this Agreement:

1. a)           Any reference herein to any clause or Annexure is to such clause or Annexure to this Agreement unless the context otherwise requires.
2. b)           headings and bold typeface are inserted for convenience only and shall not affect the interpretation of this Agreement.
3. c)           Unless the context requires otherwise, words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine and neutral genders.
4. d)           The word "including" and words of similar import when used in this Agreement will mean "including, without limitation," unless otherwise specified.

2.       PROCEDURE FOR ENROLMENT

2.1.         The Seller shall complete the registration process on the Marketplace for one or more of the Products or Services in order to initiate the enrolment process and shall provide all required information and documents in relation to such registration.

2.2.         The Seller shall update information provided at the time of registration as may be necessary to ensure that it always remains accurate and complete.

2.3.         By accepting the terms of this Agreement, the Seller authorizes EVEXIA to verify the information (including any updated information) about the Seller from time to time.

3.       SELLER PRODUCT LISTINGS

3.1     Subject to the terms of this Agreement and in reliance of the representations and warranties of Seller and on payment of the amount per the Commercial Annexure, during the Term of this Agreement, EVEXIA will allow Seller to list Seller Products for sale on Marketplace at the Listing Price determined by Seller or the Person authorised by Seller. The manner and decision of sale/listing/delisting of the Seller Products on the Marketplace shall be at the sole discretion of EVEXIA.

3.1              EVEXIA may implement a mechanism for end users / Customers to rate and provide their feedback regarding Seller and Seller Products on Marketplace and such information be available publicly on Marketplace.

3.2              Seller shall be solely responsible for the Product Information, related Content, Materials, Seller Products and Seller’s offer and sale of the Seller Products on Marketplace and will ensure that during the Term of this Agreement Seller remains fully compliant with all Applicable Laws including all requirements under Legal Metrology Act, 2009 and rules issued thereunder as well as Consumer Protection Act and rules issued thereunder including but not limited to Consumer Protection (E-Commerce) Rules, 2020.

3.3              Seller undertakes that the Seller Materials, Seller Products (including their packaging) (i) shall not contain any Objectionable Content or any other Content that is not expressly permitted by EVEXIA; Seller takes full responsibility for the contents of the packages that it hands over to LSPs or delivers to Buyers under this Agreement and agrees that EVEXIA shall not be responsible or liable in any manner whatsoever for such contents.

3.4              Notwithstanding any provision of this Agreement, Seller while listing Seller Product will not: (i) provide any information or otherwise seek to list for sale on Marketplace, any Excluded Products; or (ii) provide any URL or links to its website or any other website or web page(s).

3.5              LISTING REQUIREMENTS: The Seller Products shall be listed on the Marketplace and Seller shall be responsible to provide accurate listing information of the Seller Products to EVEXIA before the Product is to be listed on the Marketplace. The Seller shall provide a detailed & accurate description of the Seller Products like category, colour, size, texture, formulations, use and care instructions, photographs/image of the Product and such other aspects as may be required of the Products and provide other specifications including by way of texts, graphics, pictures/videos. The listing description of the Products must be accurate and not misleading in any manner whatsoever and resulting into breach of any third party right or under applicable laws and shall comply with all the legal requirements including Legal Metrology Act and Consumer Protection Act and rules made thereunder including Consumer Protection (E-Commerce) Rules, 2020. The Seller shall indemnify EVEXIA against any liabilities, claims, losses, disputes arising out of or in relation to any information, representations and warranties made by the Seller in relation to the Seller Product or due to the acts and omissions of the Seller. If the Seller fails to provide the listing information as required under this clause, EVEXIA shall be entitled to delist or not list such Seller Products at all. Any change in Product details, or any other information related to any Product listed on the Marketplace must be brought to the immediate notice of EVEXIA. The Seller agrees and understand that EVEXIA merely facilitates listing of Products on the Marketplace and provides its services to the Seller on an "as is" basis and without any warranty or condition, express, implied or statutory. The Seller shall be solely responsible or liable in relation to or arising out of the content provided by it. EVEXIA does not make any representation or warranty as to the attributes (such as legal title, creditworthiness, identity etc.) of any of its Sellers and/or its brands/products. The Seller hereby understands and acknowledges that EVEXIA has not verified the credentials of Products or the authenticity of the listing and EVEXIA shall not be liable in any manner whatsoever for the same under any circumstances.

4 .        ORDER, SALE AND FULFILLMENT

4.1       For each Seller Product sold on Marketplace, Seller shall be able to see the same on Seller Portal. If EVEXIA believes in its sole discretion that a Seller Transaction represents fraudulent activity or any other reason whatsoever, EVEXIA may (but is not obligated to) prohibit the Seller Transaction without any liability thereof. 

4.2           Seller shall retrieve the Order Information using the functionality enabled for Seller account on Seller Portal of Marketplace (“Seller Account”) and agrees not to cancel any Seller Transaction unilaterally without the consent of Customer, except as may be permitted by EVEXIA. 

4.3           Seller agrees and undertakes to comply with the following service levels for order fulfilment of this Agreement and acknowledges that its failure to perform or fulfill any of the service levels or other provisions of this Agreement shall have a bearing on its ranking on Marketplace and entitle EVEXIA without prejudice to any other consequences and rights as may be available to EVEXIA either in this Agreement or the Applicable Law:

4.4              The Seller shall ensure that all the Seller Products are properly, safely, sufficiently and securely packed to avoid damage, pilferage, dust, etc. of any kind to the Seller Products and that each package shall be packed, marked and labelled, in accordance with applicable Laws.

4.5              If EVEXIA provides any Packaging Material to the Seller, Seller shall use the packaging material provided by EVEXIA for packaging of shipments of Seller Products as per Packaging Specifications only. Seller shall at all time keep sufficient stocks of the packaging materials to meet the obligations arising under this Agreement and shall ensure that there is no wastage, pilferage or misuse of the packaging material and no part of the printed matter on the packaging material is defaced, tampered, modified or obliterated. Seller shall place orders on EVEXIA for the packaging material required by it and once accepted, EVEXIA will deliver the packaging material as per its delivery terms. EVEXIA reserves the right to (a) charge Seller for the packaging material at any time during the Term of this Agreement as per the mutually agreed terms and (b) perform inspections to monitor usage of packaging material by Seller. 

4.6              Seller will hand over the packed Seller Product, packed as per Packing Specifications, to the designated LSPs after verifying the LSP personnel and Seller shall update Seller Portal with relevant shipping information, immediately upon handing over of Seller Products to and EVEXIA may make such information available on Marketplace. Seller shall maintain database / record of LSP person to whom respective shipments are handed over and furnish the record to Evexia on real time basis. Seller shall also maintain a register recording therein Shipment details along with details of LSP personnel as well as signature of LSP person to whom the shipment is handed over. Seller shall be responsible to provide inspection as well as copies of such registers to EVEXIA, as and when required by EVEXIA. 

4.7              Seller shall ensure that it will include within each Seller Product shipment package, the authenticity certificate, warranty card, user manual, if applicable and invoice(s).

4.8              Seller shall not include any of its marketing, promotional materials or any other solicitations including any coupon or advertisement in the internal packaging of the Products leading the customer to any other stores / website or mobile application or other buying options other than the Marketplace   without prior written approval by EVEXIA. Any breach of this clause shall be considered as material breach of this agreement and EVEXIA shall be entitled and Seller agrees to pay penalty @ 24% p.a. on value of all the Products sold by the Seller through Marketplace till the date of such issue is noticed. EVEXIA reserves its right to deduct the applicable penalty from the payments to be made to the Seller. 

4.9              Seller will not substitute any item or product for an order with another item or product. In the event the order is partly delivered or there is missing accessories or freebies, Seller agrees to immediately provide the same to Customer at Seller’s own cost.

4.10          Title of the Seller Product will transfer from Seller to Customer immediately the full amount of money to be paid by the Customer has been received by EVEXIA either online or through Cash on Delivery (COD), as may be applicable. 

4.11          Seller undertakes and agrees that it shall not collude with any Customer or other Sellers or users of the Marketplace, for drawing benefits from various promotional offers including but not limited to discount or cashback through false or fraudulent transaction. If Seller is found involved in such activity, the Seller acknowledges that EVEXIA reserves its right to impose penalty on Seller and recover from the Seller the money amounting to five times of the benefits so drawn or maximum retail price; whichever is higher.

4.12          Overdue Orders: EVEXIA, without any liability to compensate Seller, shall have the right to cancel any order if Seller has failed to handover the packed Seller Product to LSP within agreed timelines or the Seller Product is not shipped for any reason within the applicable shipping period indicated in the Order Information.

4.13          Quality of Seller Products: Seller agrees not sell a Seller Product unless the Seller Product is fully fit for its intended use, and is of a style, appearance, quality and consistency that meets the standards and Product Information as shown on the Product Information page. Seller will not ship Seller Products which are damaged, defective, Excluded Products or of disapproved quality standards, or not in accordance with their Product Information ( i.e. the Products are not of the characteristics or features as advertised), which if shipped, Seller shall be liable to accept returns and refund the entire amount together with shipping charges, without any dispute.

4.14          It is agreed that title to and risk of loss of or damage to the Seller Products that are delivered by Seller to Customer shall pass on to Customer upon delivery of the Seller Product to the Customer. With respect to return of Seller Products to the Seller, title to and risk of loss of or damage to the Seller Products will pass to Seller when delivered back to the Seller. EVEXIA does not hold and will not hold title to, or be deemed to be the owner of, any Seller Products at any time under the terms of this Agreement.

4.15          LSP shall be responsible to deliver the Seller Products to the Customers within the time given to such Customer. Seller shall be responsible take into consideration the timeline guaranteed by LSP before providing any delivery timelines to the Customers. LSP shall not be responsible in any manner for any inherent defects/damages in the Seller Products or for any damage to the Product before taking the possession from the Seller.

4.16          The Seller is responsible for: any non-delivery, mis-delivery, or other mistake or act in connection with the fulfilment and delivery of the Seller’s Products, except to the extent caused by: (a) EVEXIA’s failure to make available to the Seller, the Order Information as it was received by EVEXIA or resulting from inaccurate address information (b) any issues arising out of negligence, fraud or default of Logistics Service Provider.

4.17   SHELF LIFE:

All the Seller Products should be of standard quality and shall have at least 50% of the Shelf Life unexhausted  (i.e. Expiry date – Manufacturing date = Shelf Life), and must have a remaining shelf life that allows sufficient time for the product to be consumed in full, on  the date of receipt of Products by Customer.

Seller understands that if the Seller Products listed on the Marketplace do not have Shelf Life as above, Customer shall be entitled to reject and return the Products to the Seller at Seller’s expense.

5             EXCHANGES, RETURNS AND REFUNDS

5.1           Seller will provide EVEXIA with the Seller Return and Refund Policy and such Seller Return and Refund Policy shall apply to all Seller Products. Seller will be responsible for accepting and processing returns of Seller Products in accordance with this Agreement, applicable laws and the Seller Return and Refund Policy (displayed as part of Product information). In case of a conflict between the Seller Return and Refund Policy and EVEXIA Policies the EVEXIA Policies shall prevail.

5.2              EVEXIA will determine and calculate the amount of all refunds (including any Taxes to be refunded) for Seller Products returned in accordance with this Agreement and will route all such refunds on behalf of Seller to the Customers and accordingly debit from the payment to Seller.

6               Customer Disputes:

If Seller delays in resolving Customer’s complaints or disputes relating to the Seller Products within a period of seven days from receiving such complaints and disputes through EVEXIA  then on the expiry of such period EVEXIA may at its sole discretion decide and remit the refund to Customer upon receipt of request from Customer and recover the same from Seller. Seller agrees that it will accept EVEXIA’s decision to remit the refund to Customer without any contest or dispute.

7                   INVOICING BY SELLER

7.1           Seller shall create invoices and shipping labels for Seller Transactions. Seller will invoice the Listing Price of the Seller Product sold to the Customer & GST/ SGST/ CGST will be charged as per Applicable Law on the final Price. If EVEXIA at its sole discretion decides to charge Delivery Charges and COD charges from the Customer, Seller shall print the invoice in this regard and send the same with Seller Product to the Customer.

7.2              Seller shall send the invoice along with the Seller Products at the time of handing over the Seller Product to the LSP in connection with each customer order.

8               PROBLEMS WITH SELLER PRODUCTS       

Seller agrees and acknowledges that it will be solely responsible for any sale of Seller Product to the Customer that is not in accordance with the order of the Customer or the Product Description or that of EVEXIA Policies. Seller further warrants to resolve all customer complaints, issues in connection with such sale or delivery of Seller Products, without any recourse to EVEXIA.

9                   EQUALITY WITH SELLER SALES CHANNELS

Seller will ensure there is equality between the offerings (e.g. listing price and other terms including but not limited to the discounts, minimum price, warranties, return and refund policies, after sales service etc. regarding the sale of the same Seller Product) by Seller on other ecommerce platform and offerings on Marketplace.

10               COLLECTION OF PAYMENT BY PAYMENT GATEWAY AND PAYMENT TO SELLER

10.1          EVEXIA will collect the payment for Seller Products through payment gateways aggregators (“Payment Gateway”) or on its own. Seller authorises the Payment Gateway for processing payments, refunds and adjustments for Seller Transactions, receiving and holding Sales Proceeds on Seller’s behalf and remitting entire Sales Proceeds subject to deduction of EVEXIA Service Fees and Shipping Charges,if agreed and the TDS/TCS (as applicable) to EVEXIA’s bank account (collectively, the "Transaction Processing Service"). 

10.2          EVEXIA Service Fees: With respect to each Seller Transaction, EVEXIA shall be entitled to receive Service fees at the rate mentioned in Annexure - A, plus GST on the Listing Price. Prior to each Payment Date, EVEXIA will raise an invoice towards the EVEXIA Fees (plus GST as per the prevailing rates) due to EVEXIA for the relevant Settlement Period. In case of any dispute with respect to any invoice, Seller shall raise the dispute within 3 days from receiving an invoice.

10.3          EVEXIA will remit to Seller the Sales Proceeds collected by EVEXIA in respect of Seller Products delivered to Customers, on monthly basis within 15 day from the end of previous month (or on the next Business Day if the scheduled payment date falls on a non-Business Day) for the successful Seller Transaction held during the preceding month after deducting EVEXIA Fees, Shipping / Logistic Charges, if agreed and other amounts covered under clause 10.7 , reversals because of return of Seller Product, refund to the Buyer and any other amounts due to EVEXIA. For avoidance of doubt it is clarified that EVEXIA will not be obligated to pay to Seller any amount pertaining to Seller Products that have been initiated for return by Customer.

10.4          Seller agrees that as a security measure or in compliance with Applicable Law or any reason thereof, EVEXIA or the Payment Gateway shall have the right (but not obligation) to impose limits or restriction on transaction at Marketplace. Neither EVEXIA nor Payment Gateway will be liable to Seller in case of any transaction failure to meet regulatory requirement or due to any technology failure or limitations of technology being used.

10.5          If EVEXIA or the Payment Gateway reasonably concludes based on the available information that Seller's actions or performance may result in Customer disputes, charge backs or other claims, then EVEXIA may, in its sole discretion, delay initiating remittances related with such dispute and withhold corresponding payments that are otherwise due to Seller until the completion of investigation regarding any Seller actions or performance without any liability. 

10.6          EVEXIA reserves the right to withhold the Sales Proceeds or any portion of the Sales Proceeds in a reserve account pertaining to the disputes with Customers or third parties arising out of any default or defect in services of Seller or the Seller Product.

10.7          Return/ Refund due to the fault of Seller: In case of returns/ refunds occasioned due to any reason attributable to the Seller, EVEXIA shall be entitled to deduct the logistics cost and payment gateway charges, on actuals, incurred by EVEXIA on such returns/ refunds from the payment to seller.

11               PROPRIETARY RIGHTS AND LICENSES

11.1           Reservation of Rights

11.1.1     Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/ logos/ trademarks of the other Party without being specifically authorized in writing by that other Party.

11.1.2     Seller acknowledges that, EVEXIA possesses and reserves all right, title and interest in and to the Intellectual Property Rights in the trademarks and any other intellectual property, know-how developed or provided by EVEXIA or its Service Providers during performance of the services under this Agreement (collectively, “EVEXIA IPR”) and except as may expressly be set forth in this Agreement, no title to or ownership of any of EVEXIA IPR is transferred or licensed to Seller or any other Person pursuant to this Agreement.

11.2       Content and Trademark License

11.2.1     The Seller expressly authorizes EVEXIA and its affiliates to use the Seller’s or its brands’ or Products’ trademarks and/or logos to list and sell the Seller Products on Marketplace, to provide Services or in any Event. Seller hereby grants EVEXIA the right to display or delist the Products along with the related logo and/or trademark and/or brand name, etc. of the Seller Products for marketing/selling through Marketplace. Seller hereby authorizes EVEXIA to display Seller’s trademarks and corporate name on the Marketplace, and in any promotional material created in connection with the promotion of the Marketplace or of the Seller Products offered on sale thereto.

11.2.2     The Seller hereby grants to EVEXIA and its affiliates a royalty-free, non-exclusive, and worldwide, irrevocable right and license to use, reproduce, adapt, modify, reformat, perform, display (public communication), distribute, create and exploit derivative works of, and otherwise commercially or non-commercially exploit Seller’s trademarks, logos, corporate names, and similar materials on online as well as offline media whether owned or operated by EVEXIA or third parties ( whether present or future), at its sole discretion. EVEXIA shall be authorized to use all trademarks and trade names associated with the Products.

11.2.3     nothing in this Agreement will be construed as restricting EVEXIA from using any Seller trademarks in a manner permitted under Applicable Law without a license from Seller such as fair use or referential use, or valid license from a third party. All goodwill arising out of use of Seller trademarks by EVEXIA will inure solely to the benefit of Seller.

11.2.4     EVEXIA retains the ownership and copyrights for all text, graphics, artwork, audio and video Content on all projects created for or provided by EVEXIA.

11.2.5     It is expressly agreed and clarified that, except as specifically agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

11.2.6     The Seller acknowledges that on receiving any notification of any alleged infringement of third party Intellectual Property Rights due to exhibition, advertisement, display or offer for sale of any Seller Products/third party trademark or copyrighted matter on the Marketplace, EVEXIA shall, remove/delist the alleged infringed Products/content from the Marketplace or its social media platforms, with or without notice to the Seller, and shall have the right to provide Seller’s information, data and details to the person from whom such notification is received.

11.2.7     The Seller shall not use the EVEXIA trademarks, service marks, trade names, logos, copyrights, or other intellectual property rights in any promotion, publication, or press release or in any manner whatsoever, without the prior written approval of EVEXIA. However, if the Seller is permitted by EVEXIA in writing to use the same, agrees that immediately upon the termination or expiry of this Agreement in any manner provided herein, cease and desist from all use of the Brand or any other Intellectual Property of EVEXIA. The Seller furthermore agrees and undertakes that it shall not, at any time, whether during the Term or after its expiration or termination, adopt, use or register any work or symbol form combination thereof or any kind of intellectual property whatsoever, that is similar to or which may be construed to form part of the Intellectual Property belonging to EVEXIA or its affiliates or subsidiaries.

11.2.8     In case the Product is a third-party brand, the Seller shall provide EVEXIA a No-Objection Certificate issued by relevant manufacturer or owner of the Products. In case the Seller is the sole owner of the Products, the Seller acknowledges to share a copy of the Trademark Certificate certifying that the brand name of the Product is duly registered in its name with the India Trademark Registry

12           PROMOTION AND MARKETING

EVEXIA may undertake merchandising, promotion and digital marketing of Marketplace and Seller Products, offer discounts as solely determined by EVEXIA including via the EVEXIA Social Media Accounts or any other functions, features, advertising, or programs on or in connection with Marketplace. Seller acknowledges that EVEXIA will have complete rights of approval and ownership over the creative content, themes, sales literature, copy and layout of all advertising and promotional materials and programs, trade materials, business cards, invoices, stationery and other printed matter relating to such merchandising, promotion and marketing activities. Depending on mutual agreement between the Parties, EVEXIA reserves the right to charge a fee from Seller for its promotion and marketing of the Seller Products.

13             TAXES

13.1          Seller will, at its own expense, obtain all permits and licenses required to operate its business in accordance with Applicable Law, and will pay and discharge all applicable taxes levies and assessments which may be due for selling or offering of the Seller Products for sale on Marketplace. It is Seller's responsibility to determine the States in which it has an obligation to collect and remit any kind of taxes including GST/CGST/SGST and other levies by Governmental Authority (“Taxes”). EVEXIA will remit the Taxes collected from Customers directly to Seller and Seller will be solely responsible for remitting the Tax to the applicable Governmental Authority. If a Governmental Authority requires EVEXIA to pay any of Seller's Taxes, Seller will promptly reimburse EVEXIA for the amounts, fines and penalties paid and agrees to defend, indemnify and hold EVEXIA harmless from and against all liabilities incurred or suffered by or assessed against EVEXIA because of Seller’s failure to remit or pay timely such Taxes to the appropriate Governmental Authority. 

13.2          Seller acknowledges and agrees that EVEXIA and its Service Providers do not provide Tax advice, and that Seller is solely responsible for determining the applicability and accuracy of any Tax related Data made available on the Marketplace.

14             REPRESENTATIONS, WARRANTIES AND COVENANTS

Seller represents and warrants to EVEXIA that:

(i)            it is duly organised and validly existing under the Applicable Laws and is duly registered and authorised to do the business and has all requisite government and regulatory approvals, corporate powers and authority to own and operate its business and to enter into this Agreement and while entering into this Agreement shall not violate or conflict with any agreement, contract, arrangement and understanding or any instrument, to which it is a party or by which it is bound.

(ii)          there is no action, suit, proceeding, claim, arbitration, inquiry or investigation pending against Seller, its activities, properties or assets or for its winding up which may materially affect its financial condition. It is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Authority or instrumentality which affects the business or interests of Seller.

(iii)        Seller Products used in, offered and sold on Marketplace legally procured or manufactured and the Seller is allowed to sell Seller Products on Marketplace without any restrictions or reservations. That Seller has a valid, clear and marketable title to all the Seller Products to be sold to EVEXIA under this Agreement and all powers, authority, licenses and rights to supply the Products to EVEXIA for the purpose of retailing and further empowered to enter into an agreement for this purpose with EVEXIA and that is has undisputed right to deal with the Products. Without prejudice to the generality of the foregoing, the Seller hereby confirms that it has valid registrations including GST

(iv)        Seller Product listings, Seller Material and all information provided to EVEXIA is and will be accurate, complete, current are not misleading or deceptive in any manner.

(v)          Seller shall always maintain adequate stock of Products in accordance with stock commitment given to EVEXIA.

(vi)        The Seller declares that all Seller Products are merchantable, marketable and manufactured in accordance with all the standard and statutory specifications and compliance requirements and are genuine, authentic, not suffering from any manufacturing and/or design defect nor deviate from any express warranties and that the design and/or manufacturing process for the Seller Products do not violate any third party rights, including but not limited to intellectual property rights.

(vii)      The Seller warrants and represents that it shall take all necessary care to ensure that the Product(s) are not spurious, defective, counterfeit, fake, copy of the original product of any third-party manufacturer or supplier, duplicate or infringing, refurbished, illegal.

(viii)    The Seller represents and warrants that it shall not engage in any unfair consumer practice or any such practices that are forbidden under Laws, including but not restricted to the Consumer Protection Act, 1986

(ix)        The Seller represents that the Seller Products contain adequate instructions of correct usage to prevent any harm or any warning regarding improper or incorrect usage and that the Seller Product Information, product safety information, packaging and labelling is true, accurate and complete

(x)          The publication, reproduction, display, modification, distribution or transmission of Seller Material or Seller Product listing does and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any Intellectual Property Rights of Third Parties, (b) constitute an invasion of a party's rights of privacy or publicity; or (c) reflect unfavourably on EVEXIA, Marketplace, EVEXIA Affiliates or other sellers on Marketplace.

(xi)        All Seller Products sold pursuant to this Agreement are and will not be subject to any health, safety, defect or product quality recall or prohibitive order of any Governmental Authority or otherwise not disallowed to be sold through online sales.

(xii)      All information or data uploaded or transmitted by Seller on Marketplace, or any EVEXIA Social Media properties, application, or system, or to a Buyer or user shall be free from any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of Marketplace or any EVEXIA Social Media Properties, application, or system.

(xiii)    Seller will not use Marketplace, Seller Account to violate the security of, or gain unauthorised access to, any computer or computer network or other device or system (including unauthorised attempts to discover passwords or security encryption codes to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of Marketplace, collect any information about other users (including usernames or email addresses); or to reformat or frame any portion of Marketplace), or use Marketplace, Seller Account, or any other Seller Material, intentionally or unintentionally, to violate any Applicable Law.

(xiv)    Seller shall conform with and adhere to the terms and conditions of EVEXIA Policies.

(xv)      Seller agrees and accepts that it shall be fully responsible for providing complete documentation for clearing Seller Products at any check-posts by the LSP.

(xvi)    Seller shall not disparage Marketplace, EVEXIA, its Affiliates, their respective shareholders, officers, employees and representatives or any of their respective products or services.

(xvii)  Seller will not host, display, upload, modify, publish, transmit, update or share any information that is Objectionable Content.

15    STATUTORY OBLIGATIONS OF THE SELLER

15.1     The Seller shall at all times, be responsible for complying and shall ensure compliance with all the applicable Laws, rules or regulations, including but not limited to specific compliance requirements mentioned herein.

15.2     The Seller agrees to comply with all the Laws, including but not limited to:

1. a)   The Legal Metrology Act, 2009;
2. b)     The Drugs and Cosmetics Act, 1940 read with Drugs and Cosmetic Rules, 1945,
3. c)       The Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954
4. d)     The Food Safety and Standards Act, 2006.     
5. e)     Agricultural and Processed Food Products Export Development Authority Act, in case of the Product is claimed to be ‘Organic’ and provide certification to that

15.3          The Seller agrees that it shall be liable to bear any expenses for the purpose of the compliances. If the Seller commits a breach of any applicable laws, the Seller alone shall be responsible for the penal consequences that may arise therefrom and the Seller alone shall be liable to meet the financial liabilities arising out of such breach or contravention, without any recourse to EVEXIA. The Seller agrees that EVEXIA shall not be responsible in any manner whatsoever for any offence or contravention committed by the Seller or its employees, agents, representatives, etc. and as such, any prosecution or legal proceedings for such offence shall lie only against the Seller.  The Seller will furnish EVEXIA with evidence of having obtained such licenses, permits and other authorizations and approvals.

15.4          The Seller shall be unconditionally liable to indemnify, defend and hold harmless EVEXIA from any and all claims, losses, damages and liabilities arising out of non-compliance (including Legal Charges) of any Laws or regulations including but not limited to the rights available under law and equity or as per the terms of this Agreement or out of failure to obtain permits and/or licenses or approvals.]. The Seller warrants that the Seller Products and related information or materials offered or supplied by the Seller to EVEXIA shall at all times adhere to the Laws, the applicable laws and regulations and shall not contain: 

1. a)       Any vulgar, obscene content;
2. b)       Any adverse, offensive / derogatory reference to corporations or brands;
3. c)       any adverse, offensive / derogatory reference to any personality, living or dead;
4. d)       any adverse, offensive / derogatory reference to communities, living or extinct;
5. e)       any content, the presentation, dissemination or disclosure whereof, infringes any confidentiality obligation;
6. f)       Any content, which could give ground for action for defamation or misrepresentation or is otherwise offensive to the public.
7. g)       Any content which is false, inaccurate or misleading or in any way infringes upon or violates any third party's rights, including but not limited to intellectual property rights, rights of privacy

16               MARKETPLACE PLATFORM

16.1          Seller acknowledges that EVEXIA’s role under this Agreement is limited to managing the Marketplace for the display of the Seller Products and other incidental services to facilitate online transactions between Seller and the Customers and hence EVEXIA is merely an intermediary under the terms of Information and Technology Act, 2000 and rules thereunder. The transaction for sale of any of the Products is a bipartite contract between Seller and the Buyer and EVEXIA neither will have any obligations or liabilities in respect of such contract nor shall EVEXIA hold any rights, title or interest in the Seller Products. EVEXIA will also not be responsible for any unsatisfactory performance or any actions or inactions or omissions solely by the Seller including delays, defects or wrong information. 

16.2          EVEXIA may not check or monitor the listings, data and Contents displayed appearing, published and transmitted on Marketplace and that EVEXIA or Marketplace does not own, stock, sell, distribute or in any manner come into possession of or verifies any items or products listed or put up for sale on Marketplace. Marketplace is a technology platform which facilitates transactions among various users of the Marketplace in the Territory and EVEXIA is not originator of user Content on Marketplace. 

16.3          The Seller agrees that the Customer and/or End User shall have the option of providing Product reviews on the Marketplace as well as EVEXIA Social Media Accounts and EVEXIA has the right to publish such review and information received from the Customer and/or End User with respect to the Product. EVEXIA is not obliged to monitor or modify any such ratings or reviews. Seller agrees that it shall not indulge in any unethical activity to manipulate, directly or indirectly, the information that can affect Product rating. Seller further acknowledges that the review and rating provided by the End User and Customer are opinions of Customers or End Users and EVEXIA shall not be responsible for such ratings and reviews

17               INDEMNIFICATION

Seller (“Indemnifying Party”) will defend, indemnify and hold harmless EVEXIA, and its Affiliates and their respective employees, directors and representatives (“Indemnified Party”) from and against any and all direct and indirect claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorney’s fees) arising out of or in connection with 

(i)                 a breach of any of the representations, warranties, covenants or undertakings of the Indemnifying Party

(ii)               any claims based on or relating to:

(a) any actual or alleged breach of any term of this Agreement or EVEXIA Policies by the Indemnifying Party;

(b) the Seller Products (including the offer, sale, fulfilment, refund, or return thereof), Seller Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing or  its submissions, posting of materials or deletion thereof, and any personal injury, death, damage to property related thereto;

(c) Seller’s use of EVEXIA service under this Agreement;

(d) Seller’s negligence or wilful misconduct

(e) any third party claims or government claims that may be filed against EVEXIA for any lapses in Invoicing and documentation by seller or for alleged or actual infringement of Intellectual Property Rights with respect to the Products or Seller Content; the Product(s) or the content of the Product(s) (including the offer, sale, if any), refund, adjustment, or return thereof) and any personal injury, disease, death or property damage related thereto; 

For all the consumer complaints arising out of manufacturing defect or quality issues from Customers or End user of EVEXIA including any personal injury, death or damage, the Seller shall be solely responsible and shall settle any claim filed by the end user or Customer at any court, forum or tribunal and indemnify EVEXIA in this regard.

18               DISCLAIMERS

18.1          Except as expressly provided in this Agreement, EVEXIA does not make, and hereby waives and disclaims, any representations or warranties regarding this Agreement or the transactions contemplated hereby, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement or implied warranties arising out of course of dealing, course of performance or usage or trade and without limiting the generality of the foregoing with regard to:  (i) the operations of Marketplace and Content, information, products or services included on or otherwise made available on Marketplace, (ii) the quantum of sale that may occur during the Term, and (iii) any implied economic or other benefit that Seller might obtain through access to the Marketplace or performance under this Agreement.

18.2          EVEXIA reserves the right to change, upgrade, modify, limit or suspend Marketplace services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. EVEXIA further reserves the right to introduce new features, functionalities or applications to the services or to future versions of the Marketplace services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by EVEXIA. Seller agrees and accepts that EVEXIA shall have the right to modify or supplement the EVEXIA Policies at any time without notice. 

18.3          Seller expressly acknowledges and agree that EVEXIA shall have the full power, authority and discretion (but not the obligation) to make a decisions on any dispute between the Customer and Seller, if Seller fails to settle dispute within such time period as mentioned above, including the remittance of the funds under a Seller Transaction that are held by Payment Gateway in accordance with this Agreement and EVEXIA, its Affiliates and Payment Gateway will not be liable in any manner whatsoever.

18.4          The prices, payment details, date, period, mode of delivery, warranties related to Seller Products and after sales services, if any, shall depend upon and be the responsibility of the Seller and EVEXIA shall not be liable in any manner whatsoever. Seller acknowledges and agrees to accurately and fairly represent its offers and EVEXIA does not warrant, guarantee, support or verifying the veracity or accuracy of any information Seller displays on Marketplace. 

18.5          EVEXIA through customer service may aid Customers in purchase, payment related queries, or any enquiries as may be requested by Buyers. Seller shall provide all information and assistance as may be requested by EVEXIA or its customer service centre to assist Seller in resolving any queries, enquiries or grievances of Buyer. The customer service centre shall be responsible only to provide contact information of the service centre or the for any queries, enquiries or grievances relating to the Seller Products and after sale services and Seller is solely responsible for resolving any queries, enquiries or grievances. EVEXIA disclaims any liability arising due to delay in providing information to Customers, or failure in resolution of queries, grievances and disputes of Customers to their satisfaction.

18.6          Seller acknowledges and accepts that since EVEXIA is not a party to any Seller Transactions between Seller and Customer or other participants and Seller releases and discharges EVEXIA from any claims, disputes, demands, liabilities and damages, of any nature (whether direct, indirect, actual or consequential), arising out of or in relation to or in connection with the Seller Transactions.

18.7          FORECASTS: The Seller agrees that the forecasts which may be provided by EVEXIA shall be non-binding and shall merely constitute estimates for the Seller’s convenience based on anticipation relying on various factors, including, past demand/ sales of the products. The Seller further agrees that the demand / sales of the Products may or may not be the same as these estimates and may vary. The forecasts shall not be binding in nature and will not constitute a representation/ guarantee / undertaking on the part of EVEXIA. 

19               LIMITATIONS

19.1          Notwithstanding anything to the contrary contained under this Agreement, in any event EVEXIA shall not be liable (whether in contract, warranty, tort, including but not limited to negligence, product liability or other theory) to the Seller or any other person or entity for any indirect, incidental, punitive, special, consequential or exemplary damages (including damages for loss of revenues, loss of profit, or anticipated profits, loss of goodwill, loss of business or data or cost of procurement) arising out of or in relation to this agreement even if EVEXIA has been advised of the possibility of damages. EVEXIA’s aggregate liability to the Seller under this Agreement or under any applicable law or equity shall be limited solely to actual and proven direct damages sustained by the Seller.

19.2          In any case, EVEXIA being Intermediary within the ambits of the Information Technology Act, 2000, EVEXIA’s total liability whether arising under this Agreement or otherwise or the transactions contemplated hereby shall not exceed the aggregate sum of EVEXIA’s Service Fee actually received by EVEXIA from such the Seller from the relevant sale transaction which is the subject matter of the claim.

20             ASSIGNMENT

EVEXIA shall have the right to assign or transfer any of its rights or delegate any of its obligations under this Agreement in whole or in part to any Person without the consent of Seller; provided, however, with respect to any assignment resulting in the subsequent performance by the assignee of the obligations of EVEXIA the assignee shall expressly assume and agree to perform such obligations of EVEXIA in writing; and from and after the date of any such assignment, EVEXIA shall have no further obligation or liability to Seller or any other Person under this Agreement. Seller shall not be voluntarily, involuntarily, directly or indirectly sub-contract or otherwise assign this Agreement to a third party without prior written acknowledgement of EVEXIA. Any assignment as aforesaid shall not affect any rights that have already accrued to EVEXIA prior to the assignment.

21             CONFIDENTIALITY

21.1          The Parties agree and undertake that during the Term of this Agreement and thereafter, the Parties shall keep this Agreement and all data confidential, and information disclosed and divulged by one Party to another Party or which comes to its knowledge whether in print, digitalised, any other electronic form, oral or software format, whether or not marked “Confidential” (“Confidential Information”) strictly confidential. Confidential Information will include without limitation customer data, customer’s personally identifiable data, new product information, price information, launch date, projections, plans, forecasts, financial, business and sourcing information, analytics, designs, specifications, software, techniques, technology, passwords and other non-public information obtained in the course of this Agreement.

21.2          All Confidential Information relating to Marketplace and services including but limited to the password to access the Marketplace or Seller Account and information derived therefrom, shall be obtained and retained by Seller in confidence and trust and except as expressly provided by this Agreement, shall not be used, duplicated, copied or disclosed by Seller in any form for the use or benefit of any Person, nor reproduced, transcribed, imitated or simulated in whole or in part. Seller may disclose relevant aspects of the Confidential Information to its employees, representatives or agents on a need to know basis who have been advised of and are bound by the confidentiality provisions of this Agreement. Seller shall notify EVEXIA immediately if Seller learns of any misappropriation or misuse of Confidential Information by anyone in any manner not expressly authorised under this Agreement and shall co-operate with any efforts by EVEXIA to prevent any misappropriation or misuse of Confidential Information. 

22             TERM AND TERMINATION

22.1          Term: This Agreement shall take effect on execution of this Agreement and remain valid for an initial term of 2 (two) years (Initial Term). The Initial Term shall be renewed automatically for successive one-year period(s) (Renewal Term) after the expiry of Initial Term, unless Parties agree otherwise. 

22.2          This Agreement may be terminated by EVEXIA, with immediate effect, if:

1. a)       Seller is in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the EVEXIA Policies; and
2. b)       a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.
3. c)         In the event EVEXIA is of the opinion that the Seller has put EVEXIA’s reputation at risk; or any inquiry is initiated against Seller or Seller Product / Brand by any statutory authority that has a material bearing on the reputation or Business or Brand image of EVEXIA.
4. d)       In the event the Seller provides false or misleading information or provision of defective or counterfeit Product/s, EVEXIA shall forthwith terminate this Agreement and shall initiate civil and/or criminal proceedings against the Seller and EVEXIA shall also be entitled delist the Products from the Marketplace.

22.3          Notwithstanding anything contained in this Agreement, EVEXIA shall have the right to immediately terminate this Agreement for material breach of provisions of this Agreement and non-compliance of Clause (Intellectual Property Rights), Clause (Confidentiality) by the Seller, without there being any requirement on EVEXIA to serve any notice. This decision of the EVEXIA as to whether such non-compliance has been committed or not, shall be final and binding.

22.4          Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon 60 (sixty) days written notice to other Party. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.

22.5          On termination of this Agreement:

1. a)       EVEXIA will, with immediate effect, block Seller’s access to the Marketplace and Seller shall not have the right to re-register himself /itself as a Seller on the Marketplace at any time after such termination, unless EVEXIA, in its discretion, permits such re-registration;
2. b)       Seller shall return to EVEXIA, all Confidential Information of EVEXIA and all other properties and materials belonging to EVEXIA. Where the confidential information cannot be returned in material form, Seller shall destroy all of EVEXIA’s confidential information and shall provide EVEXIA with a certificate of destruction with respect to the same; and
3. c)         Seller will be entitled to only the undisputed Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Marketplace, prior to the date of termination of this Agreement.
4. d)       EVEXIA may at its discretion, cease displaying, listing or selling the Seller Products or Seller’s trademarks from Marketplace or Seller Portal.

22.6          Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.

23             GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the Indian laws. 

Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Indian Arbitration & Conciliation Act, 1996 or any amendment thereto. The number of arbitrators shall be one (1) and the same shall be appointed by both the Parties mutually. The place, venue and seat of arbitration shall be Ahmednagar. The language to be used in the arbitral proceedings shall be English. Subject to arbitration, the competent courts in Mumbai shall have exclusive jurisdiction in all matters or disputes arising out of this Agreement.

24           MISCELLANEOUS

(i)                Entire Agreement: This Agreement sets forth the entire understanding of the Parties and supersedes all prior or simultaneous representations, letters, proposals, MoU, LoI and understandings between the Parties hereto, with respect to the subject matter hereof.

(ii)     Amendment: This Agreement may be amended only by a written instrument signed by a duly

authorized representative of each of the Parties.

(iii)    Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.

(iv)    Waiver: No provision of this Agreement nor any breach thereof will be considered waived by either Party, unless such waiver is in writing signed on behalf of that Party and no such waiver will constitute a waiver of, or excuse for any other or subsequent breach of this Agreement. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in a duly executed written instrument.

(v)      Survival: Certain provisions of this Agreement which by their very nature ought to survive, shall so survive the termination of this Agreement.

(vi)    Non-Exclusivity: Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with Third Parties.

(vii)   Principal-to-Principal basis: It is hereby agreed that this Agreement is on principal-to-principal basis and neither Party. This Agreement is being executed in 2 (two) counterparts, each of which shall be deemed an original and all of such counterparts taken together are deemed to constitute one and the same Agreement.

(viii) Notices: Any notice or other communication under this Agreement given by either Party to the other Party to be served by email or post to the addresses as stated above.

(ix)    Right of Set-off: EVEXIA and Seller acknowledge and agree that EVEXIA has the right to set-off any payments owed to Seller by the amount of any amount receivable by EVEXIA. EVEXIA may obtain reimbursement of any amounts owed by Seller to EVEXIA by deducting from future payments owed to Seller or seeking such reimbursement from Seller by any other lawful means. Seller hereby authorises EVEXIA to use any or all the foregoing methods to seek reimbursement.

(x)      Force Majeure: Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any reason beyond its reasonable control, such as fire, flood, earthquake, elements of nature or acts of God, epidemic, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental actions, computer hacking, unauthorised access to computer data and storage device, system failure, virus, attacks, bugs, computer crashes, breach of security and encryption or any other cause  which is beyond the control of affected Party (a "Force Majeure Event"). The affected Party will immediately notify the other by reasonable detail of the Force Majeure Event. If a Force Majeure Event continues for more than 30 days, either Party may, by a written notice to the other Party, terminate this Agreement, without liability.

(xi)    Press Releases and other Communications: Without the prior written consent from EVEXIA, Seller will not issue any press releases (which includes electronic or print media), or otherwise make any public statements or communications regarding this Agreement and its terms.

ANNEXURE - 1

 COMMERCIAL ANNEXURE

 EVEXIA shall be entitled for the EVEXIA Fees (exclusive of GST) on the Listing Price as per the margins accepted in the Seller Panel. Further, Seller shall be liable to bear all Shipping Charges. Accordingly, EVEXIA shall charge shipping charges incurred for previous month, along with the invoice for EVEXIA Service Fee:

Details of Seller

Note : Above data has to updated by Seller in the panel in the Seller login

ANNEXURE - II

INFORMATION TO BE PROVIDED BY SELLER TO BE DISPLAYED ON THE MARKETPLACE

 (as perConsumer Protection (E-Commerce) Rules, 2020)

Cancellations, Refunds and Returns Policy

1. a)        Cancellation before shipment (Valid on orders placed & to be delivered in India)

You may cancel the orders which have not been shipped by using the order cancellation feature on our Site and/or Application. In such cases, the order will be cancelled, and if it is a pre-paid order then the product price will be refunded to you within 5 business days, after the cancellation request is duly processed by us. However, please note that the payment gateway charges for payment as well as for refund transaction shall be deducted.

1. b)       Cancellation post shipment

Orders once shipped cannot be cancelled for any reason and there shall be no refund, except if:

1. a)               If the product delivered is damaged, defective or has shelf life less than what was displayed
2. b)               If the wrong product is delivered;
3. c)             If there is unreasonable delay in delivery over and above the delivery schedule

The End Users should send photographs of the goods on email id provided below. If the Seller /Brand is satisfied on the reasons for cancellation and the return conditions are met, the order can be cancelled. We may arrange for the pickup of such products. Please do not accept any damaged consignments from courier company.

1. c)        Cancellation by YCL:

YCL shall not unilaterally cancel any order once placed. However, in the event if it is not possible to deliver the product for which the order is placed, YCL  reserves its rights to cancel such order by giving You an intimation of the same. In the event that YCL cancels an order, YCL  shall notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. In such cases, the order will be cancelled, and the money will be refunded to you within 5 business days after the cancellation is duly processed by Us.

1. d)       Refund

o       In case of cancellation by customer before shipment or cancellation by YCL, We shall process the refund within 5 business days after receiving the cancellation request or initiating the cancellation.

o       In case of cancellation once the shipment has already been dispatched and it is being returned due to reasons stated in (b) above, We process the refund once the products have been received and verified by the seller/product manufacturer. Such returns may involve wear and tear charges, shipping charges, return expenses, etc. that may be deducted from your refund amount if the return conditions are not met. You would be informed about the same by Our team.

o     For payments done through credit/debit cards or net banking, the refund will be processed to the same account from which the payment was made within 7 business days of the seller /product manufacturer receiving the products back. It may take 4 additional business days for the amount to reflect in Your account.

o       For cash on delivery transactions (if cash has been collected from Buyer), We will initiate a bank transfer against the refund amount against the billing details shared by You. This process will be completed within 7 business days of the seller/product manufacturer receiving the products back and Us receiving Your bank details on email. It will take an additional 4 business days for the amount to reflect in Your account.

o       In addition, We may also provide a hassle-free option of refund through YCL store credit, which could be used for your future purchases.

o       No cash refunds are permitted.

1. e)             Return & Replacements process

In the event if the product received by You is damaged during shipment or transit or is defective or is an incorrect /wrong product, or has shelf life less than what was displayed, You can contact Our customer service team for returning or replacing the same. In case the product purchased by You from the Site and/ or Application is eligible for return or replacement, then You may request for a return  or replacement of the product within 3 days of delivery by following these steps:

Step 1:             Contact our customer support team via Our Site and/ or Application within 3 days of receiving the order.

Step 2:             Provide Us with Your order ID details and Your request to return/replace/refund Your order. Kindly email an image of the product and the invoice for Our reference.

Step 3:         If Your request has been approved, then We will arrange for the pickup of the products. We will initiate the refund or replacement process only if the products are received by Our seller/product manufacturer in their original packaging with their seals, labels and barcodes intact and the conditions for return/replacement are met.

In the unlikely event of damaged, defective or different item delivered to You, We will provide a full refund or free replacement, as applicable. We may contact You to ascertain the damage or defect in the product prior to issuing refund/replacement. Please allow one to three weeks from the day of your replacement request, to  complete the process 

Please note that sellers may have their own return policies which might make the products ineligible for return, amongst others. You are requested to peruse the return policies of the respective seller. In case of a conflict between YCL’s and the sellers’ return policies, the return policy of the seller shall prevail.

•         Returned/Exchange Conditions

Returns will not be accepted under any of the following conditions:

o    Product is damaged due to negligence, improper usage or wrong application on the part of the End User

o    Returned without original packaging including, price tags, labels, freebies and other accessories;

o    Serial Number is tampered with;

o    products that are not covered under Seller/Manufacturer’s warranty;    

o    Product is used or altered;

o    If request is initiated after 72 hours of receipt of delivery; or

o    Is a free product provided by Seller

Please note: For certain marketing campaigns or sale periods, special return/exchange/refund rules may apply with specific terms and conditions. Information regarding this would be made visible to the End User on the Site and/or Application. For any clarification, please feel free to contact our customer care by E-mail : support@youcarelifestyle.com or call us on: 7059-700-700.