Terms and Conditions

Viseka Terms and Conditions

This document serves as a legally binding agreement between Viseka Global Pvt. Ltd. (referred to as “we,” “us,” “our,” or “Viseka”) and any individual or entity (collectively referred to as “you,” “your,” or “User”) accessing, using, or transacting on the Viseka platform (“Platform”) for commercial purposes. By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions (referred to as the “Terms”). Please carefully review the following provisions:

1. Nature of the Platform:

Viseka operates as a business-to-business (B2B) platform, offering services exclusively to business entities. The Platform serves as a marketplace connecting sellers, buyers, logistics providers, and financing partners for commercial transactions.

2. Language Preference:

Upon your written request, we may provide these terms and conditions in one of the languages specified in the VIIIth Schedule of the Constitution of India. You may contact us at grievance-officer@viseka.com for such a request. In case of any discrepancy between the English version and the version in the chosen language, the English version shall prevail.

3. Amendments and Updates:

Viseka reserves the right, at its sole discretion, to modify, amend, add, or remove sections of these Terms without prior written notice. Your continued use of the Platform after any changes constitute your acceptance of the modified Terms. It is your responsibility to periodically review these Terms for updates or changes.

4. Acceptance of Terms:

By accessing, browsing, or using the Platform or its services, you agree to abide by these Terms. If you do not agree with these Terms or are unable to be bound by them, please refrain from using the Platform or its services.

5. Additional Terms and Conditions:

Specific services or features on the Platform may have additional terms and conditions that apply to you. Such terms are to be considered an integral part of these Terms. You agree to comply with any additional terms and conditions related to the use of specific services or features.

6. Modification of Contests, Offers, Schemes:

Viseka reserves the right to alter, modify, change, or withdraw contests, offers, schemes, promotions, or similar features at any time without prior notice.

For your reference, these Terms are divided into the following sections:

– General Terms applicable to all users on the Platform.

– Terms applicable to Buyers (“Buyer Terms”).

– Terms applicable to Sellers (“Seller Terms”).

Depending on your role as a Buyer or Seller, the relevant sections of these Terms apply to your use and access of the Platform and its services.

GENERAL TERMS

1. EFFECTIVE DATE

These Terms of Use shall come into effect starting from 0000 hours of [Effective Date].

2. APPLICATION AND ACCEPTANCE OF THE TERMS

  i.   Your use of the Viseka Platform and its services, features, functionality, software, and products (collectively referred to as “Services” hereinafter) is subject to the terms and conditions set forth in this document, as well as Viseka’s Privacy Policy, Product Listing Policy, Infringement Policy, Return Shipments Policy, Undelivered Shipment Policy, Anti-Counterfeiting Policy, Viseka Partner Program, and any other rules and policies that Viseka may publish from time to time.

  ii.   It is imperative that you thoroughly review Viseka’s Privacy Policy, which governs the collection, use, and disclosure of personal information about Users. By using Viseka’s Services, you accept the terms of the Privacy Policy and agree to the use of your personal information in accordance with the Privacy Policy.

3. PROVISION OF SERVICES

  i.   To access and use the Services, you are required to register on the Viseka Platform. Furthermore, Viseka reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to conditions that Viseka may impose at its discretion.

  ii.   Should you avail services while accessing the Platform that may be supported and/or provided by third-party service provider(s), your contracting entity will be such third-party service provider(s), as applicable. Viseka disclaims all liability for any claims that may arise from your use of services provided by such third-party service provider(s).

  iii.   You agree and confirm that any Services provided to you by Viseka are on a best-efforts basis, and Viseka may engage the services of third-party service provider(s) to facilitate such Services to you. Viseka shall not be liable to you for the failure or delay in providing the Services or for any temporary disablement or permanent discontinuance of the Services for reasons beyond our reasonable control.

  iv.   You acknowledge that the Services are provided to you on an “as is” and “as available” basis and may be interrupted while browsing, transacting, using, or uploading information on the Platform. You agree that Viseka reserves the right to suspend the Services, forthwith without assigning any reason, at our sole discretion.

  v.   Viseka may, at any time, with or without notice, withdraw, terminate, and/or suspend any part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any part of the Services shall not impact the provision of other services or other business arrangements or agreements that the User may have entered into with Viseka.

4. ELIGIBILITY

The Viseka Platform is available for use and access by Users who can form legally binding contracts under the Indian Contract Act, 1872. For the purposes of these Terms, the term “persons” shall refer to any sole proprietor, firm, company, corporation, government, state or agency of a state, or any association, trust, joint venture, consortium, or partnership (whether or not having separate legal personality), or any other body corporate duly incorporated under the laws of India.

Users must not use the Viseka Platform and its Services for personal use, and the Platform shall be used by the User exclusively for business purposes.

5. USER ACCOUNTS AND VERIFICATION OF ACCOUNT

  i.   To access or avail the Services for commercial purposes, Users must register on the Platform. Users agree and acknowledge that they will transact on the Platform exclusively for their business purposes and not for personal use. Unless approved by Viseka, each User may register only one account on the Platform. Viseka reserves the right to cancel or terminate a User’s account if there is a reason to suspect that the User has concurrently registered or controlled two or more accounts. Furthermore, Viseka may reject a User’s registration application for any reason without assigning any explanation.

  ii.   A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action taken on your user account on the Platform or using the unique OTP will be considered authorized by you and with your explicit consent. Users are solely responsible for maintaining the confidentiality and security of their user ID and password and for all activities that occur under their account. Users agree that all activities that occur under their account will be deemed authorized by them.

  iii.   When Users access the Platform, they are electronically communicating with Viseka. Viseka may communicate with Users via email, SMS, WhatsApp messages, phone calls, or other modes of communication, and may also post notices on the Platform or send in-app notifications. By using the Platform, Users consent to receiving communications (including transactional, promotional, and/or commercial messages) from Viseka in the above-mentioned manner. Continued use of the Platform signifies agreement and consent to receive communications from Viseka.

  iv.   During the User account registration process on the Platform, Users will be required to provide details about themselves and their business, including but not limited to business name, GSTIN, PAN, TAN, Udyog Aadhar, address, phone number, and any other information that Viseka may require in relation to their business. Users agree and acknowledge that Viseka may validate the information provided on the Platform directly or through a third-party service provider. Users also agree to provide additional information and documentary proof as may be requested by Viseka from time to time for the purpose of verifying their user account information. If any information provided is found to be incorrect or misleading, Viseka reserves the right to take appropriate action as set forth in Clause 7 of these General Terms. For the purposes of verification of account information, Users agree that Viseka may share their information with such third-party service providers in accordance with the terms of the Privacy Policy. Viseka reserves the right to request additional information from Users about them and their business as needed to continue using the Platform.

6. USERS GENERALLY

I.   Users agree not to copy, reproduce, download, re-publish, sell, distribute, or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases, or listings, etc. available on or through the Platform (the “Platform Content”). Users also agree not to copy, reproduce, download, compile, or otherwise use any Platform Content for the purpose of operating a business that competes with Viseka or for any other commercial exploitation of the Platform Content. Systematic retrieval of Platform Content from the Platform to create or compile a collection, compilation, database, or directory (whether through robots, spiders, automatic devices, or manual processes) is strictly prohibited.

II.   Viseka may provide Users with access to content, products, or services offered by third parties through hyperlinks, APIs, or other means to such third parties’ websites. Users are cautioned to read the terms and conditions and/or privacy policies of such third-party websites before using the Platform with respect to such content, products, or services. Users acknowledge that Viseka has no control over such third-party websites and shall not be responsible or liable for such websites, or any content, products, or services made available on them.

III.   Users agree not to undermine the integrity of Viseka’s feedback system.

IV.   Users agree that the Services are intended for their commercial purposes, specifically for the sale or purchase of products for further distribution or sale. Users further agree not to use the Platform or any of its Services for personal use or consumption.

V.   By posting or displaying any information, content, or material (“User Content”) on the Platform or providing any User Content to Viseka or its representatives, Users grant a perpetual, worldwide, royalty-free, and sub-licensable license to Viseka to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known, in any manner and for any purpose that may benefit the operation of the Platform, the provision of any Services, and/or the business of the User. Users confirm and warrant to Viseka that they have all the rights, power, and authority necessary to grant the above license.

VI.   Users agree, undertake, and confirm that their use of the Platform shall strictly adhere to the following binding principles:

 A.   Users shall not host, display, upload, modify, publish, transmit, store, update, or share any information which:

1. Belongs to another person and to which the User does not have any right.

2. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner or unlawfully threatening or unlawfully harassing, including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986, or otherwise inconsistent with or contrary to the laws in force.

3. Is misleading in any way.

4. Is patently offensive to the online community, such as sexually explicit content or content that promotes obscenity, paedophilia, racism, bigotry, hatred, or physical harm of any kind against any group or individual.

5. Harasses or advocates harassment of another person.

6. Involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing or “spamming,” or messages using Viseka’s communication Platform.

7. Promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libellous.

8. 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.

9. Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files.

10. Contains restricted or password-only access pages, hidden pages, or images (those not linked to or from another accessible page).

11. Provides material that exploits people in a sexual, violent, or otherwise inappropriate manner or solicits personal information from anyone.

12. Provides instructional information about illegal activities, such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses.

13. Contains video, photographs, or images of another person (with a minor or an adult).

14. Tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend requests, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users.

15. Engages in commercial activities and/or sales without prior written consent, such as contests, sweepstakes, barter, advertising, pyramid schemes, or the buying or selling of “virtual” products related to the Platform. Throughout these Terms of Use, Viseka’s prior written consent means a communication coming from Viseka’s Legal Department, specifically in response to a User’s request and specifically addressing the activity or conduct for which authorization is sought.

16. Solicits gambling or engages in any gambling activity which, in Viseka’s sole discretion, is or could be construed as illegal.

17. Interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services.

18. Refers to any website or URL that, in Viseka’s sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms.

19. Harms minors in any way.

20. Infringes any patent, trademark, copyright, or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products.

21. Violates any law for the time being in force.

22. Deceives or misleads the addressee/users about the origin of such messages or communicates any information that is grossly offensive or menacing in nature or knowingly and intentionally communicates any information that is patently false or misleading in nature but may reasonably be perceived as a fact.

23. Impersonates another person.

24. Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs, or other computer programming routines that may damage, detrimentally interfere with, diminish the value of, surreptitiously intercept, or expropriate any system, data, or personal information.

25. 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 cognizable offence or prevents the investigation of any offence or is insulting to any other nation.

26. Shall not be false, inaccurate, or misleading.

27. Shall not, directly or indirectly, offer, attempt to offer, trade, or attempt to trade in any item, the dealing of 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.

28. Shall not create liability for Viseka or cause Viseka to lose (in whole or in part) the services of our internet service provider (“ISPs”) or other suppliers.

29. Is patently false and untrue and is written or published in any form, with the intent to mislead or harass a person, entity, or agency for financial gain or to cause any injury to any person.

  B.   Users shall not use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Platform or any content on the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content on the Platform, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Platform. Viseka reserves the right to bar any such activity.

  C.   Users shall not make any defamatory or denigrating statements about Viseka, its brand name, or domain name used by Viseka, including the terms “Viseka,” “Viseka Express,” “viseka.com,” or otherwise act in any manner that might tarnish the reputation or standing of Viseka or Users on the Platform or otherwise tarnish or dilute any of Viseka’s trademarks, service marks, trading names, or the goodwill associated with them.

  D.   Users shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, and rules thereunder as applicable and as amended from time to time.

  E.   Users shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform, or to any server, computer, network, or to any of the Services offered on or through the Platform, by hacking, password “mining,” or any other illegitimate means.

  F.   Unless expressly permitted, Users shall not probe, scan, or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. Users shall not reverse look-up, trace, or seek to trace any information on any other User of or visitor to the Platform, or any other User, including any account on the Platform not owned by the User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the User’s own information, as provided for by the Platform.

  G.   Each User agrees to indemnify Viseka, its affiliates, directors, employees, agents, and representatives, and to hold them harmless from any and all damages, losses, claims, and liabilities (including legal costs on a full indemnity basis) that may arise from or in connection with: (i) the User’s submission, posting, or display of any User Content; (ii) from the User’s use of the Platform or Services; (iii) from the User’s breach of the Terms or breach of any applicable laws, including tax laws; (iv) any service availed by the User from a third-party service provider using any dispute inter-se Users; and/or (vi) the User’s negligence or wilful misconduct.

VII.   Each User shall, at all times, adhere to our Code of Conduct available at [Viseka Code of Conduct](https://viseka.com/pages/code-of-conduct), while discharging their obligations under the Terms.

VIII.   Users shall ensure that at all times, they and their employees, subcontractors, service providers, etc., comply with all applicable modern slavery and human trafficking laws in force and specified in the Code of Conduct.

IX..   More particularly, Users shall ensure that:

(i) They do not, whether directly or indirectly, use any forced/bonded labour or human trafficking in their organization and do not require their employees, contractors, etc., to maintain monetary deposits or safekeep any identity documents as terms of their service with them.

(ii) They do not employ, whether directly or indirectly, any child labour, and all their employees are above the minimum legal age.

(iii) Their employees are provided fair wages and fair working conditions.

(iv) They are equal opportunity employers and do not discriminate on grounds of gender, race, religion, caste, or any other socio-economic background.

(v) They respect the employees’ right to freedom of association.

(vi) Their employees have the right to leave the employment and are not continuing with the employment under coercion or duress.

(vii) Their employees have an adequate grievance redressal mechanism to raise any concerns related to modern slavery.

X.   Viseka shall retain the right to audit Users specifically to ensure compliance with these modern slavery standards.

7.  BREACHES AND SUSPENSION 

I.   User Conduct and Breaches 

     Viseka is committed to maintaining a safe and productive environment for all users. If any user breaches any of the terms and conditions outlined herein, or if Viseka has reasonable grounds to believe that a user’s actions could subject Viseka or its affiliates to liability, or if such actions are found to be inappropriate or unlawful in Viseka’s discretion, Viseka reserves the right to take appropriate disciplinary actions. These actions may include, but are not limited to:

a. Suspending or terminating the user’s account and any associated accounts at Viseka’s discretion.

b. Blocking, restricting, downgrading, suspending, or terminating access to or use of any Viseka services.

c. Removing any product listings or user-generated content posted or displayed by the user.

d. Withholding settlement of payments by Viseka to the user.

e. Implementing any other corrective actions, discipline, or penalties as deemed necessary or appropriate by Viseka in its sole discretion.

   ii. Viseka does not pre-screen content or information posted on the platform by users. However, Viseka, at its discretion and in accordance with applicable law, may voluntarily remove content or information posted by users on the platform if it is determined to be in violation of these terms.

   iii. Notwithstanding anything contained herein, Viseka reserves the right, with or without notice and at its sole discretion, to suspend, reduce visibility of product listings, deactivate, or delist any product listings or user accounts for various reasons, including but not limited to economic constraints, operational difficulties, financial implications, usage behavior, or performance issues.

   iv. Inactive user accounts or those with no recorded transactions may be delisted, deactivated, or suspended by Viseka without prior notice to the user.

   v. Viseka reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties, or any third parties alleging a claim against a user. This includes disclosing a user’s identity and contact information if requested by any third party, government, law enforcement body, or as a result of a subpoena or other legal action.

   vi. If Viseka becomes aware or reasonably believes that a user has availed of any services for purposes other than commercial use, Viseka may, in its sole discretion and without prior notice, take actions such as suspending or terminating the user’s account and any related accounts

8.   TRANSACTIONS BETWEEN BUYER AND SELLER 

1.   Platform as a Facilitator 

i. Viseka acts solely as a facilitator and is not a party to or in control of any advertisements, exhibitions, offers, sales, or purchases on the platform.

ii. When a product is listed for sale on the platform by a seller, the transaction between the buyer and the seller is governed by a bilateral contractual arrangement entered directly between them. Viseka does not confirm each seller’s identity and encourages buyers to exercise discretion and caution when dealing with sellers.

iii. Users agree to use the platform and its services only for lawful business purposes. Buyers agree to purchase products from sellers for further resale or commercial purposes and not for personal use or consumption.

iv. Viseka does not represent either the seller or the buyer in specific transactions and does not control or guarantee the quality, safety, suitability, legality, or availability of products or services offered for sale on the platform. Viseka does not endorse or support the sale or purchase of any products on the platform.

v. Users acknowledge that they assume all risks associated with conducting purchase and sale transactions on the platform and any subsequent activities related to these transactions. Users transact on the platform at their own risk and discretion.

vi. Viseka is not responsible for mediating or resolving disputes between buyers and sellers or any third parties providing services.

vii. In the event of a dispute between a user and any party involved in a transaction, the user agrees to release and indemnify Viseka from all claims, demands, actions, costs, expenses, and damages arising from such dispute.

9.   LIMITATION OF LIABILITY AND INDEMNITY 

1.   Disclaimer of Warranties 

i. Viseka provides services on the platform “as is,” “as available,” and “with all faults.” Viseka expressly disclaims all warranties, whether express or implied, including but not limited to warranties of condition, quality, durability, performance, accuracy, reliability, merchantability, or fitness for a particular purpose. All such warranties are excluded.

ii. Viseka does not guarantee the validity, accuracy, correctness, reliability, quality, stability, completeness, or legality of information provided on the platform. Viseka does not represent or warrant that the sale, purchase, or use of products or services offered on the platform does not violate third-party rights.

iii. Under no circumstances shall Viseka be liable for consequential, incidental, special, exemplary, or punitive damages, including lost profits, resulting from any purchase of products on the platform or services availed, even if Viseka has been advised of the possibility of such damages.

10.   FORCE MAJEURE 

1. Viseka shall not be held liable for any losses, delays, failures, or disruptions in content or services on the platform resulting directly or indirectly from events beyond its reasonable control, including but not limited to internet failures, equipment failures, natural disasters, labor disputes, governmental actions, epidemics, pandemics, or non-performance of third parties.

11.   INTELLECTUAL PROPERTY RIGHTS 

i. Viseka owns or holds lawful licenses for all rights and interests in the platform and platform content. All intellectual property rights in the platform and platform content shall remain with Viseka or its licensors, as applicable.

ii. The trademarks “Viseka” and related icons and logos are registered trademarks of [Viseka’s Parent Company], protected under applicable copyright, trademark, and proprietary rights laws. Unauthorized copying, modification, use, or publication of these marks is strictly prohibited.

iii. Viseka may, at its sole discretion, permit users of the platform to use its trademarks and logos for indicative purposes as agreed upon in writing.

iv. User-generated content posted or transmitted on the platform remains the responsibility of the user. By uploading such content, the user grants Viseka a worldwide, fully paid-up, perpetual, and transferable license to use such content for platform purposes.

12.   NOTICES 

1. Legal notices or demands to or upon Viseka shall be made in writing and sent to Viseka’s designated address or contact details provided for such purposes.

2. Legal notices or demands to users shall be effective if delivered personally, sent by courier, certified mail, facsimile, email, SMS, WhatsApp messages, in-app notifications, or posted on publicly accessible areas of the platform.

13.   MISCELLANEOUS PROVISIONS 

i. These terms constitute the entire agreement between the user and Viseka, governing the use of the platform and its services. These terms supersede any prior written or oral agreements related to platform use.

ii. Viseka and the user are independent contractors, and these terms do not create any agency, partnership, joint venture, or employee-employer relationship

iii. If any provision of these terms is deemed invalid or unenforceable, it shall be deleted, and the remaining provisions shall remain valid and enforceable.

iv. Failure by Viseka to enforce any right or take action regarding user breaches does not constitute a waiver of such rights.

v. Viseka reserves the right to assign these terms to any person or entity at its discretion, while users may not assign these terms to third parties.

vi. These terms shall be governed by the laws of [Jurisdiction], and any disputes shall be submitted to the exclusive jurisdiction of the courts of [Jurisdiction].

14.   GRIEVANCE MECHANISM 

A.   Grievance Submission 

   i. Users may submit grievances related to the platform or services, including abuse, discrepancies, or processing issues, to the Grievance Officer at the contact details provided in Section VIII(B).

   ii. Viseka will endeavor to resolve grievances and concerns in accordance with applicable laws and within established timelines.

B.   Grievance Officer 

   [Grievance Officer Name]

   Grievance Officer, [Viseka’s Parent Company],

   [Address]

   Phone: [Phone Number]

   Email: [Email Address]

   Time: [Office Hours]

These General Terms and Conditions are applicable to all users of Viseka’s platform and services. By using the platform, users agree to abide by these terms and conditions. Viseka reserves the right to update or modify these terms as needed, with notice provided to users as required by law.

BUYER TERMS

The provisions of this section II shall be applicable only to Viseka Buyers (“Buyer(s)”). These Buyer Terms shall be read in conjunction with the General Terms, and in the event of any conflict between the General Terms and Buyer Terms, the provisions of the Buyer Terms shall supersede and prevail.

1. DEFINITIONS

For the purposes of this Section, the following capitalized terms shall have the following meanings:

i. “Buyer” shall have the meaning as ascribed under the General Terms. For the ease of reference, the terms ‘you,’ ‘your’ under this section have also been used to refer to the Buyer.

ii. “Consignee” shall mean the Buyer or any person named in the Delivery Note or any of their representatives that take delivery of the Shipment being transported.

iii. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products, and products likely to harbor or encourage vermin or other pests.

iv. “Delivery Note” shall mean the waybill containing the essential information (as determined by us at our sole discretion) required for the performance of the logistics services, including the name, delivery address, and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable), and COD details (if applicable).

v. “Logistics Services” means the shipping, delivery, including cash on delivery (“COD”), and other allied services provided by us to you pursuant to these Buyer Terms.

vi. “Order(s)” shall mean the order placed by the Buyer for purchasing Products from the Seller on the Viseka Platform.

vii. “Order Detail(s)” shall mean the details relating to the Order, including, without limitation, the description of Products, details of the Seller and the Buyer, date of order placement, total amount payable by the Buyer, delivery date, mode of payment, unique order number (AWB number), etc.

viii. “Product(s)” shall mean goods of any categories (other than Dangerous Goods).

ix. “Shipment(s) / Consignment(s)” means all Products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road, or any other carrier.

2. BUYER’S RESPONSIBILITIES, REPRESENTATIONS, AND WARRANTIES

i. You represent, warrant, and agree that:

a. You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms.

b. You have full power and authority to accept the Terms, to grant the license and authorization (if applicable), and to perform the obligations hereunder.

c. You will use the Platform and Services for business purposes only.

d. You will not use or access the Platform for your personal purposes, and any Products that you purchase shall be for commercial purposes and not for personal consumption.

e. The address you provide when registering your account on the Platform is the Buyer’s place of business of your business entity.

f. Your business is validly existing and incorporated/established as per the provisions of applicable laws.

g. You shall comply with all applicable laws while using and accessing the Platform.

h. You and Products or services provided by you on the Platform (if any) comply with applicable laws.

i. You shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required) regarding any User Content that you submit, post, or display.

j. Any User Content that Buyer submits, posts, or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets, or any other personal or proprietary rights of any third party.

ii. Buyer will be required to provide information or material about Buyer’s entity, its business, services, or products as part of the registration process on the Platform or your use of any Service or the Buyer account, and such information may be required to be furnished by Viseka from time to time. Buyer represents, warrants, and agrees that:

a. Such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current, and complete.

b. Buyer will maintain and promptly amend all information and material to keep it true, accurate, current, and complete

iii. Buyer may be required to promptly furnish additional documents or information as and when requested by Viseka to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing which Viseka reserves its right to take appropriate measures as set out under Clause 7 (Breaches and Suspension) of the General Terms.

iv. Buyer consents to the inclusion of the contact information about Buyer in Viseka’s database and usage of the same as per Viseka’s privacy policy.

     v. PAYMENTS BY BUYERS 

i. Upon placing the Order on the Platform, Buyer can opt to make payment for the Products purchased by using any of the modes of payment made available by us on the Platform, from time to time. However, it is pertinent to note and is hereby clarified that if the Buyer opts to make payments through any such mode made available by us or any third-party engaged by us for this purpose, then we or the third-party engaged by us for the same shall only act in a fiduciary capacity.

ii. For enabling payment facility for the Buyer using a credit card, Viseka may charge a convenience fee (including GST) from the Buyer. Such convenience fee (including GST) shall be visible on the payment page at the time of checkout, and the convenience fee so charged shall be subject to change at Viseka’s sole discretion without any further notice. Such convenience fee charged is non-refundable under any circumstances.

iii. At the time of placing the Order to purchase Products from Seller on Platform, we may, in our sole discretion, require Buyer to pay a token amount equivalent to a certain percentage of the value of the Product(s) purchased from the Seller (“Token Amount”). Such Token Amount payable by the Buyer shall in no event exceed the transaction amount for an Order. The Token Amount shall be non-interest-bearing and shall be held in trust by us. This Token Amount shall be adjusted from payment received from the Buyer against the order delivered. In the event of any cancellation of the Order by the Buyer, once the order has been marked ‘ready to ship’ or is marked as Undelivered Shipment as defined under the Undelivered Shipment Policy by the Seller, we may, in our sole discretion either:

a.) Deduct a ‘Cancellation Penalty Fee’ and refund the remaining Token Amount to the Buyer; or

b.) Forfeit the Token Amount as Cancellation Penalty;

You agree and acknowledge that our decision in this regard shall be final and binding. If you do not agree to the above, you may choose not to transact on the Platform. If you continue to transact on the Platform, it shall be deemed that you have agreed and accepted the above terms.

iv. Buyer acknowledges that it is solely responsible for the transactions/payments made to the Seller for the Products purchased by the

 Buyer. Buyer acknowledges and agrees that we are acting merely as a payment collector and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer. We do not have any obligation, responsibility, or liability to verify any transactions authenticated and/or authorized by the Buyer or its payment instructions.

v. In case the Buyer chooses to make the payments to the Seller via post-dated cheques (if applicable), the Buyer shall ensure that such post-dated cheques are duly filled and are in the name of the Seller. If such post-dated cheques are returned by the Seller due to incorrect information including but not limited to incorrect amount or incorrect date mentioned on the cheque or any other reason whatsoever, in such cases, the Buyer, upon our request, shall replace such post-dated cheques with duly filled new post-dated cheques or make the payment in such other mode as may be communicated to the Buyer, as per the discretion of the Seller and/or Viseka. It is further clarified that in case the Buyer on our request, fails to replace the post-dated cheques with duly filled new post-dated cheques or fails to make the payment in a timely manner, the Seller shall reserve the right to take legal action against the Buyer. Further, Viseka shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User’s account and any and all accounts determined to be relation to such account. The Buyer shall fully indemnify Viseka against all claims, actions, proceedings, and demands including any suits, claims, disputes, or such differences that are brought against Viseka for such failure.

vi. Buyer acknowledges and agrees that we are acting merely as a payment collector, solely in a fiduciary capacity, and shall take no responsibility as to the legality of such post-dated cheques. In our capacity as a payment collector, for the collection of post-dated cheques, we may charge an administrative fee. Such fee shall be subject to applicable taxes.

vii. We further reserve the right to discontinue the provision of the facility of post-dated cheque collection, as per our discretion and without any prior intimation.

viii. We will transmit the payments for the Orders received from the Buyer in the manner as set forth under the settlement process of Seller Terms. You hereby agree to be bound by the applicable provisions of the Seller Terms in this regard and agree not to raise any dispute with respect to the manner of settlement by Viseka.

ix. You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to making payments on the Platform.

x. Buyer hereby acknowledges and agrees that we shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever including but not limited to non-performance or omission or commission on the part of Seller, deficiency of service and/or Products delivered, technical errors on the Platform. You further acknowledge that we shall not be responsible, in any manner whatsoever, for any loss incurred by you for a failed/incomplete transaction undertaken by you on the Platform.

xi. In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues.

xii. Buyer shall comply with all the applicable regulations/laws in relation to cash transaction as stipulated under the applicable tax laws.

xiii. Any refunds shall be subject to the Return Shipments Policy and Undelivered Shipment Policy. Refunds shall be processed in the same manner as they are received. Refund amount will reflect in the Buyer’s bank account based on respective banks’ policies.

xiv. If you avail service from any third party service provider using the Platform, upon receipt of instruction from such third party service provider, you agree and authorize us to remit and settle such collected payments (after deduction of our fees (if any) and any other charges or taxes applicable under tax laws) to the designated bank account of the third party service provider within such timelines as mentioned in the settlement process of Seller Terms. You agree and acknowledge that no separate authorization will be required by us to collect and transfer payment to such third-party service provider.

vi. LOGISTICS SERVICES

i. We reserve the right to engage the services of third-party service providers to provide the Logistics Services to you. It is hereby clarified that as far as the collection of payments is concerned, such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you.

ii. Upon receipt of an order for Logistics Services from you, we shall pick up the Shipment from the location as communicated to us by the Seller and deliver the same to the location as designated by you. You agree that the title and risk in the Shipment shall pass onto you at the time the Shipment is picked up by us.

iii. Upon receipt of Shipment from the Seller, we will use our best endeavors to deliver the Shipment(s) to the Consignee at the delivery address and designated recipient in the Delivery Note. For the avoidance of doubt, the designated recipient may not be the Buyer. We will not verify the identification of the person receiving the Shipment at the designated delivery address, however, we will obtain the signature of the recipient of the Shipment on the Delivery Note. The Buyer hereby authorizes us to contact the Buyer, at any given point of time, by way of calls or SMS or any other method of messaging (e.g., WhatsApp) for transactional purposes including but not limited to order confirmations and/or delivering the Order(s).

iv. At the time of placing the Order, if the Buyer chooses the option, pay ‘cash on delivery,’ we will collect the amount pertaining to the Order at the time of delivery of the Products to the Consignee. The cash collected against the Order at the time of delivery of the Shipment where cash on delivery option is chosen by the Buyer or where the amount against the Order is pre-paid by the Buyer shall be settled and remitted to the Seller in accordance with the settlement process as set out in the Seller Terms. It is further clarified that if such payments are collected by a third-party service provider, then such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you.

v. Shipment which contains Dangerous Goods or such goods that are expressly prohibited by the railway/airport authority or any other transport agency or government authority or any other law or regulation that may be applicable shall not be accepted by us for delivery.

vi. Shipment addressed to a post box number or with incomplete address will not be delivered by us and the same will be rejected by us.

vii. We reserve our right to weigh and measure the Shipment at our own weighing centers and in the event of any discrepancy, additional charges may be levied on the Shipment. Any decision by us with respect to any inaccuracy in the information or discrepancy in weight shall be final and you hereby authorize us to determine the accurate weight on your behalf.

viii. We shall not be liable for any loss arising due to confiscation of Shipments by any government agencies due to lack of proper documents or inaccurate information provided to us.

ix. Consignee(s) are required to behave properly with the pickup and delivery associates of Viseka. Any misbehavior, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. Viseka reserves the right to suspend your use or access to the Platform in its sole discretion if deemed that a Buyer is in violation of this clause.

x. Shipments shall be delivered on ‘as is’ basis and unless agreed otherwise, we are under no obligation to inspect the contents of the Shipment. However, we may, in our sole discretion, at any time and without notice to you, inspect the contents of Shipment to ensure compliance to these Terms.

xi. We do not provide any open box delivery for any of the Shipments.

xii. Every effort will be made to adhere to the delivery schedule; however, the Shipment may be delayed due to circumstances beyond our reasonable control or due to any force majeure event.

xiii. If the performance of our obligations, in our reasonable opinion, is or is likely to be affected by any hindrance, risk, delay, difficulty, or disadvantage whatsoever and which cannot be avoided by our reasonable endeavors, we may, on giving notice in writing to you or without notice where it is not reasonably possible to give such notice, place the Shipment or any part of them at any place which we may deem safe and convenient. We may in our sole discretion charge additional costs of carriage to, and delivery and keep at, such place and all other expenses incurred by us in this regard and such additional costs will be as displayed on the Platform.

xiv. If you avail shipping and delivery services directly from the Seller, you agree that such provision of service shall be governed by way of a separate arrangement between you and the Seller. You agree not to hold us liable in any manner whatsoever for any deficiency in provision of such shipping and delivery services by the Seller and we disclaim all liabilities in this regard.

vii. UNDELIVERED SHIPMENT

You acknowledge that a delivery failure may occur for various reasons, as set out under the Undelivered Shipment Policy. In relation to the Undelivered Shipments (as defined under the Undelivered Shipment Policy), you agree to be bound by the provisions of the Undelivered Shipment Policy which can be accessed here.

viii. RETURNS

In case of any Return Request (as defined under the Return Shipments Policy), you agree to be bound by the provisions of the Return Shipments Policy which can be accessed here.

ix. LIEN

We shall have a general and particular lien on the goods and other contents of Shipments and all documents relating thereto in an event of the default by you in the payment of sums of whatever nature due and payable by you to us including, without limitation, charge for attending, co-operating, reporting, fumigating, devanning, restoring, storing or reconditioning and/or all expenses incurred for the benefit or protection of the Shipments, and also for any payments, duties, fines or other expenses including but not limited to interest and legal costs and expenses, due at any time to us from you. If any amount due and payable by you to us is not paid, upon the giving of fifteen (15) calendar days prior written notice, we may, at our absolute discretion and without notice, suspend or cease providing all or any part of the Logistics Services without any liability whatsoever to you or any third party and, at our absolute discretion, may proceed to sell the Shipments in the manner which we may deem fit. Our rights are reserved for any shortfall subsequent to the disposal of the Shipments.

x. FEES AND CHARGES

i. We will charge the Buyer for providing Logistics Services, and unless otherwise stated, all such charges shall be exclusive of Goods and Service Tax. The charges payable for availing the Logistics Services will be displayed in the Rate Card section of the Platform, and the same may be modified or amended, from time to time, solely at our discretion without any notice thereof. It shall be Buyer’s duty to routinely check on such charges. In the event the Buyer continues to avail the Logistics Services from us, it shall be deemed that the Buyer agrees to such change in charges.

ii. Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra, and Buyer will be liable to pay the same.

iii. The charges shall be subject to applicable taxes, as per prevailing applicable laws. Buyer shall deduct income tax as applicable against the amounts payable to Viseka if required by applicable law, except to the extent where Viseka submits a nil/reduced withholding certificate. Buyer shall remit the withholding taxes to the relevant tax authorities and enable Viseka to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.

iv. For any additional services availed by the Buyer from Viseka, Viseka will charge additional charges for any such additional services. Viseka may enter into a separate bi-partite contractual arrangement with the Buyer for provisioning of such additional services to the Buyer. Viseka reserves its right to levy penalty or late payment charges in case of delay by the Buyer in clearing any dues payable to Viseka.

xi. LIMITATION OF LIABILITY AND INDEMNITY

Viseka shall not have any liability whatsoever for any claims arising from:

(a) Any of your acts or omissions.

(b) Compliance with the instructions given by you or any person acting on your behalf.

(c) An act or order of any government authority.

(d) The insufficiency of the packing or labeling of Shipment.

(e) The nature, description, or contents of the Shipment.

(f) Any force majeure event.

(g) Any cause which Viseka could not avoid and the consequences whereof Viseka could not prevent by the exercise of reasonable diligence.

(h) Any dispute or claims between the Seller and the Buyer, including without limitation, those relating to the Shipment or Products hereunder.

xii. CUSTOMER ACQUISITION PROGRAM

Viseka may, at its discretion, run a customer acquisition program for Buyers to service Viseka’s customers in locations where Viseka’s services are currently unavailable. Participation in the “Customer Acquisition Program” is subject to qualification based on the terms and conditions introduced by Viseka from time to time.

Please note that the above text is a customized version based on the information you provided. Be sure to review it for accuracy and make any necessary adjustments to fit Viseka’s specific requirements and policies.

SELLER TERMS

The provisions of this Section III shall be applicable only to Seller(s). These Seller Terms shall be read in conjunction with the General Terms, and in the event of any conflict between the General Terms and Seller Terms, the terms of Seller Terms shall supersede and prevail.

1. DEFINITIONS

For the purposes of this Section, the following capitalized terms shall have the following meanings:

i. Dangerous Goods: Includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products, and products likely to harbor or encourage vermin or other pests.

ii. Delivery Note: Shall mean the waybill containing the essential information (as determined by us at our sole discretion) required for the performance of logistics services, including the name, delivery address, and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable), and COD details (if applicable).

iii. Order(s): Shall mean orders placed by Buyers for purchasing Products from the Seller on the Platform.

iv. Payment and Settlement Services: Shall mean remittance and settlement of any and all payments collected by Viseka from the Buyer or a third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Platform, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller.

v. Product(s): Shall mean goods of any categories (other than Dangerous Goods).

vi. Sales and Distribution Support Services (S&D Services): Shall mean, to include the Standard Platform Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services, and other allied services that may be provided by Viseka to support the supply chain.

vii. Seller: Shall have the meaning ascribed to it under the General Terms. For ease of reference, the terms ‘you’ and ‘your’ under this section have also been used to refer to the Seller.

viii. Shipment(s) / Consignment(s): Means all products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road, or any other carrier.

ix. Standard Platform Services: Shall mean the use and access of the Platform by the Seller, which includes but is not limited to the creation, display, and updating of product listings and subsequent sale transactions by the Seller to the Buyer, in accordance with these Seller Terms and General Terms.

x. Standard Warehousing Services: Shall include but not be limited to: (a) arranging for the storage of Products of the Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary packaging of the Products for ease of handling, transportation, and temporary storage of the Products to be shipped to the Buyer; (d) performing the administrative task of printing invoices for the Seller; (d) other ancillary services as may be mutually agreed between Viseka and the Seller; and/or (e) special access to fulfill Orders from own source.

2. TPID (Tampering Proof Identifier)

“TPID” shall mean a tampering-proof identifier (TPID) affixed to the Shipment.

3. SELLER’S OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES

i. You represent, warrant, and agree that:

a. You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms.

b. You have full power and authority to accept the Terms, to grant the license and authorization (if applicable), and to perform the obligations hereunder.

c. You shall use the Platform and Services for business purposes only.

d. You will not use or access the Platform for personal purposes, and any Products that you may sell are for commercial purposes and not for personal consumption.

e. The address you provide when registering your account on the Platform is the place of business of your business entity.

f. Your business is validly existing and incorporated/established as per the provisions of applicable laws.

g. You shall comply with all applicable laws while using and accessing the Platform.

h. You and the Products or services provided by you on the Platform (if any) comply with applicable laws.

i. You shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required) regarding any User Content that you submit, post, or display.

j. Any User Content that Seller submits, posts, or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets, or any other personal or proprietary rights of any third party (“Third Party Rights”).

k. You have the right and authority (if required under applicable laws) to sell, trade, distribute, or export or offer to sell, trade, distribute, or export the Products or services described in the User Content, and such sale, trade, distribution, or export or offer does not violate any Third Party Rights.

l. The description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable.

m. All information provided by you or a person acting on your behalf relating to the Shipment(s) is complete and accurate.

n. The Shipment(s) are properly and sufficiently prepared, packed, stowed, labeled, and/or marked.

o. The Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting.

p. The Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable.

ii. Seller will be required to provide information or material about Seller’s entity, its business, or Products/services as part of the registration process on the Platform or your use of any Service or the Seller account. Seller represents, warrants, and agrees that:

a. Such information and material, whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service, is true, accurate, current, and complete.

b. Seller will maintain and promptly amend all information and material to keep it true, accurate, current, and complete.

iii. Seller may be required to furnish additional documents or information about products/services that the Seller may offer for sale on the Platform in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing which Viseka reserves its right to take appropriate measures as set out under Clause 7 of the General Terms.

iv. Seller consents to the inclusion of the contact information about Seller in Viseka’s database and usage of the same as per the Privacy Policy.

v. Seller shall comply with the packaging guidelines as communicated to the Seller by Viseka from time to time. The said packaging guidelines can be accessed here.

vi. For delivery of Shipments, Seller hereby authorizes us to carry out the administrative task of printing Delivery Note containing information with respect to Shipment on its behalf. The Seller agrees to be solely responsible for any discrepancy or error in the details mentioned on such Delivery Note and agrees to indemnify us against any such losses or claims.

vii. Seller shall ensure that the Consignment does not contain any letter of communication which will infringe any applicable laws. We accept Consignment in good faith that the Consignment does not contain anything which will infringe or be in violation of any applicable laws.

viii. If more than one Consignment is booked to the same Buyer, Seller must ensure that the full address of the Buyer is written on all the Consignments.

ix. Seller shall not enclose cash, digital currency, high-value gift articles, share certificates, travel documents, Dangerous Goods, explosives, firearms, cattle, or any other product that is prohibited by applicable laws, in the Shipment. If Dangerous Goods or any goods that are prohibited by applicable laws are found in the Shipment which constitutes a risk to other goods, property, life or health, such Shipment may, without notice, be destroyed or otherwise dealt with at our sole discretion and at your risk and expense. In this regard, you shall, at all times, fully indemnify us and hold us harmless against all penalties, claims, damages, losses, costs and expenses (including but not limited to legal expenses) whatsoever arising in connection with any such Products.

x. Seller shall be solely responsible to declare the accurate value of the Consignment.

xi. Seller shall ensure that all the Consignments are provided to us before the specified cut-off time specified by us for on-time delivery with all the proper documents (in accordance with applicable laws including but not limited to applicable central, state, integrated, or Union Territory goods & services tax laws (GST)) required to ship the Shipments. GST on the Products contained in Shipments and all applicable statutory tax compliances shall be your sole responsibility and we shall not be responsible for any losses, damages resulting from any such non-compliances.

xii. Seller shall be solely responsible to ensure that the Consignment is handed over to us within the time slots allotted to Seller by us. If Seller does not handover the Shipment within the time slot allotted, then Seller shall be charged extra for the second attempt being made by us to take the Shipment. Such charges will be as displayed on the Platform.

xiii. Sellers are required to behave professionally with the pickup and delivery associates of Viseka. Any misbehavior, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. Viseka reserves the right to remove selling privileges in its sole discretion if deemed that a Seller is in violation of this clause.

xiv. Seller hereby expressly authorizes us and/or our third-party service providers to undertake insurances for the safekeeping of Products in the warehouses and during transit of Products, as the case may be, and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including transit). Seller shall have no objection to the payment of claims to us and/or our third-party service providers in the event of a loss.

xv. Seller shall be solely responsible to raise invoices directly on the Buyer for Products sold by the Seller to the Buyer. In the event any penalty is levied by any governmental or regulatory authority on us due to Seller’s non-compliance of applicable laws, including without limitation, non-availability of invoices with the Consignments etc., Seller agrees to indemnify us, in this regard for all costs, losses, liabilities, penalties or expenses that we may have to incur. We shall not assume any liability for Seller’s failure to comply with this clause.

xvi. In addition to these Terms, the Seller agrees to be bound by the terms of the Undelivered Shipment Policy and Return Shipments Policy, as may be amended from time to time, in case of any undelivered Shipment and return of Shipment, respectively.

4. AUDITS

i. We may, at our sole discretion, conduct random audits of the Shipments handed over to us for onward delivery to the Consignee or Products that are stored in the warehouse by the Seller to ensure Seller’s adherence to these Terms. Without prejudice to other rights available to us under these Terms or under applicable laws, if it is found or if we believe in our reasonable opinion that the Shipment or Products do not comply with applicable laws and/or do not comply with the packaging guidelines as communicated by us from time to time, we may in our sole discretion take one or more of the following actions:

a. Issue a warning letter to the Seller.

b. For any non-compliance from your side and/or any loss incurred by us in relation to non-inclusion of a hard copy of the invoice in the shipment, an amount which is the higher of (a) INR 1000/- (Rupees One Thousand only), or (b) an amount equal to the total invoice value of the audited Shipment, or (c) any other amount as specified under applicable law, shall be levied on the Seller for every such non-compliance.

c. For any non-compliance other than as specified in Clause 3(ii)(b) above, an amount which is the higher of (a) 2 (two) times the value of the Product for which the non-compliance is being identified, or (b) an amount equivalent to the total invoice value, shall be levied on the Seller for every such non-compliance.

d. Deactivate or suspend a Seller’s account on the Platform, with or without giving any notice to the Seller.

e. Take any other action which we may deem fit in our sole discretion.

5. FEES AND CHARGES FOR S&D SERVICES 

i. In consideration of the Sales and Distribution (S&D) Services provided by Viseka to the Seller, the Seller will be required to pay a fee (referred to as “Sales and Distribution Support Services Fee” or “S&D Fee”) to Viseka. It is hereby clarified that the S&D Fee shall be calculated on the total invoice value of the Order.

ii. The applicable Sales and Distribution Support Services Fee shall be as communicated by Viseka to the Seller(s), from time to time, via the Platform or through such other mode of communication as may be determined by Viseka in its sole discretion. It shall be the Seller’s responsibility to routinely check on such Sales and Distribution Support Services Fee. In the event you continue to use the Platform, it shall be deemed that you have agreed to such change in the Sales and Distribution Support Services Fee.

iii. Viseka shall issue the invoice for Sales and Distribution Support Services Fee to the Seller, and the Seller shall make payment of the same to Viseka. Seller agrees that the Seller alone shall be responsible for ensuring that Sales and Distribution Support Services Fee is paid to Viseka. Seller authorizes Viseka to adjust and set off such Sales and Distribution Support Services Fee from the amount collected or received by Viseka from the Buyer in accordance with the settlement process set out under the Payment and Settlement Services.

iv. The Sales and Distribution Support Services Fee shall be subject to applicable taxes, as per prevailing applicable laws. Seller shall deduct income tax as applicable against the amounts payable to Viseka if required by applicable law, except to the extent where Viseka submits a nil/reduced withholding certificate. Seller shall remit the withholding taxes to the relevant tax authorities and enable Viseka to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.

v. Viseka will charge additional charges from the Seller for providing any additional services or services that are not covered under the S&D Services. Viseka shall be entitled to recover/deduct such additional charges from the amount collected or received by Viseka from the Buyer, and Seller hereby authorizes Viseka to adjust the charges from the receivable that are due and payable to Seller by Viseka. Such settlement will be done as per the settlement clause set forth under the Payment and Settlement Services. If required by Viseka, Viseka may enter into a separate arrangement with the Seller to provide such additional services to the Seller.

vi. Viseka reserves its right to levy a penalty or late payment charges in case of delay by the Seller in clearing any dues payable to Viseka and/or charge cancellation charges for any cancellation of Orders by Seller. Seller authorizes Viseka to adjust/deduct such penalty amount, late payment charges, or cancellation charges from the receivables that are due and payable by Viseka to Seller. Such settlement will be done in accordance with the settlement process set out in the Payment and Settlement Services herein

6. S&D SERVICES

i. Standard Platform Services

a. You are allowed to list Products(s) for sale on the Platform subject to your compliance with these Seller Terms. You must be legally able to sell the Products(s) you list for sale on the Platform.

b. You must ensure that the listed product(s) 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 and pictures that describe your product for sale.

c. All listed product(s) must be listed in an appropriate category on the Platform. All listed Products must be kept in stock for successful fulfilment of sales. You agree to adhere to the listing guidelines that may be communicated to you by Viseka, from time to time.

d. The listing description of the product must not be misleading and must describe actual details and condition of the product. If the product description does not match the actual condition of the product, you agree to refund any amounts that you may have received from the Buyer.

e. You represent, warrant and agree that you will avail the Services of the Platform only for the business and commercial purposes and will not use the Platform for availing and products/services for personal use or consumption. The Products offered or sold by you to the Buyer through the Platform shall only be used by the Buyer for resale or commercial purpose and shall not be for the purposes of personal use or consumption by the Buyer.

ii. Standard Warehousing Services

a. Upon receipt of request from the Seller, Viseka may provide Standard Warehousing Services. Viseka may, at its discretion, sub-contract all or part of these Standard Warehousing Services, and/ or shall have the right to use or engage the services of any third party services provider(s), sub-contractor(s) or agent(s) on such terms as Viseka may deem appropriate, however, Viseka shall remain liable to the Seller for the performance of its obligations to provide Standard Warehousing Services under these Terms.

b. Viseka shall take all commercially reasonable security precautions to protect the Products against loss by theft, or any other damage. Seller hereby expressly authorizes Viseka and/ or its third-party service providers to undertake insurances for safe keeping of Products in the warehouse and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including in transit). The Seller agrees that it shall have no objection to the payment of claims by the relevant insurance company to Viseka and/or its third-party service providers in the event of a loss.

c. Viseka shall not be responsible for the Products that are found to be damaged and/ or not in compliance with the packaging guidelines and instructions communicated by Viseka from time to time, at the time of handing over or delivery to the warehouse(s) location, as the case may be. Viseka reserves its right to reject acceptance of such damaged Products and return the Products within such time and in the manner as per its warehouse Return Shipments Policy.

d. Upon receipt of Orders by the Seller and for onward delivery of Products to the Buyers, Seller hereby authorizes Viseka to perform the administrative task of printing invoices and Delivery Note containing information with respect to Products. Seller undertakes and acknowledges that Viseka shall not assume any responsibility or liability with respect to any non-compliance of applicable laws in respect of the invoices or Waybills or other administrative tasks that are performed by Viseka on behalf of the Seller, except for any non-compliance arising from gross negligence or willful misconduct of Viseka. Seller agrees to indemnify Viseka in this regard.

e. Seller understands and undertakes that the Standard Warehousing Services and any onward delivery of Products to the Buyer(s) shall be on ‘as is’ basis i.e., as received from the Seller and in accordance with the Terms. Seller further understands and acknowledges that Viseka may provide tertiary packaging to the already packed Products that are kept in the warehouse(s) such that the Products can withstand normal handling and transportation for safe delivery of the Products to the Buyer(s). Notwithstanding anything contained herein, Seller shall remain solely liable for the Products that are stored in the warehouse by the Seller.

f. Seller shall be solely responsible to procure and maintain requisite licenses, registrations, and permits under applicable laws to be entitled to store the Products at the warehouses. In case of any seizure of Products by any governmental authority due to any non-compliance of applicable law or failure to procure requisite licenses, registrations, or permits, Seller agrees to fully indemnify Viseka in this regard.

g. In addition to the representations and warranties of the Seller elsewhere in the Terms, the Seller represents and warrants that:

A. Seller has valid title and legal possession of the Products stored or intended to be stored in the warehouse(s) and that the Seller has the legal right and authorization to sell such Products to the Buyer(s).

B. it shall not handover any Products to Viseka that are hazardous, inflammable, toxic or prohibited or banned from sale or Products that are illegal in nature or Products that have been illegally procured by the Seller.

C. all information provided by the Seller or person acting on behalf of the Seller relating to the Products is complete and accurate;

D. the Products are properly and sufficiently prepared, packed, stowed, labelled, and/or marked as per the guidelines and instructions communicated by Viseka, from time to time;

E. the Products are packed in a manner adequate to withstand normal handling, storing in the warehouse and/ or storing while transporting to the Buyer(s),

F. the Products are in compliance with all laws, regulations, and requirements, as may be applicable; and

G. the Products meet all the labelling and packaging guidelines as prescribed by applicable laws.

h. Seller shall be solely responsible to complete all documentation and pay any duties and taxes (if applicable) under applicable laws. Seller further authorises Viseka, if required and necessary, to pay any duties and taxes (if applicable) on behalf of the Seller required under applicable laws, to the extent such actions are necessary to enable Viseka to provide Standard Warehousing Services. Viseka shall be entitled to charge, and Seller shall be liable to reimburse and indemnify Viseka for, any such costs, duties and taxes incurred on the Seller’s behalf.

i. Subject to clause (j) below, Seller agrees that all Products in the warehouse(s) will remain the property of Seller until they are delivered by Viseka to the Buyer(s) or handed over to the carrier of the Buyer(s). Viseka may in its sole and absolute discretion, allow the Seller to visit the warehouse(s) to ensure that the Seller’s Products are stored in a proper manner.

j. We shall have a general and particular lien on the Products that are stored in the warehouses by the Seller and all documents relating thereto in an event of the default by you in the payment of sums of whatever nature due and payable by you to us including, without limitation, charge for attending, co-operating, reporting, fumigating, devanning, restoring, storing or reconditioning and/or all expenses incurred for the benefit or protection of the Products, and also for any payments, duties, fines or other expenses including but not limited to interest and legal costs and expenses, due at any time to us from you. If any amount due and payable by you to us is not paid, upon the giving of fifteen (15) calendar days prior written notice, we may, at our absolute discretion and without notice, suspend or cease providing all or any part of these Standard Warehousing Services without any liability whatsoever to you or any third party and, at our absolute discretion, may proceed to sell the Products in any manner we may deem fit. Our rights are reserved for any shortfall subsequent to the disposal of such Products.

k. Viseka reserves the right to inspect the Products and any warehouse(s) in which the Products are stored or located to ensure the Seller’s compliance with these terms. Seller agrees that Viseka shall have the right but no obligation to inspect the Products stored at the warehouse(s) and will not be liable for the content, quality or any discrepancy in the Products supplied or stored by the Seller.

l. Seller undertakes to indemnify all losses, penalties, damages, fines of any nature that is caused to Viseka due to breach of covenants of these Terms or due to any misconduct or negligence on the part of Seller.

m. Seller agrees that Viseka shall have the right to provide information to regulatory authorities with respect to Products stored at warehouse(s) and / or any other information that may be asked or requested by regulatory authorities from the Viseka and other third parties to whom the disclosures are required to be made as may be required on need be basis.

n. Seller acknowledges and understands that in the event of any Reverse Shipment (as defined under the Return Shipments Policy), such Shipments/ Products will be dealt with in the following manner:

A. If the Return Request raised by the Buyer is due to following reasons:

1. Product(s) is physically damaged or is defective, including damage to the outer box delivered;

2. wrong Product(s) or the Product(s) is not matching the description or specifications mentioned on the listing page on the Platform;

3. part of the Order/ Products is found to be missing due to reasons attributable to the Seller,

then the Product(s) will be sent to the designated warehouse location of HTPL (from where the Product(s) was dispatched) or such other location of the Seller.

Once the Product(s) is received at the designated warehouse location of HTPL, the Product(s) will be checked for any outer damage and/or any visible tampering to the packaging and/or any material damages to the Product(s). If the Product(s) is found to be without any such damages, the Product(s) would be inventorized in the warehouse by HTPL. However, if the Product(s) are found to be damaged, and/or tampered with, for reasons attributable to us, the Product(s) will be retained by HTPL and the order value of such tampered or damaged Product will be reimbursed to the Seller. In this regard, our decision with respect to the findings in relation to the damage / tampering of the Product(s) and the order value to be reimbursed to Seller shall be final and binding on the Seller.

B. If the Return Request of the Buyer is for the following reasons:

1. any manufacturing defect/ functional defects in the Product(s); or

2. any quality related issues with respect to the Product(s);

then any such Product(s) which are returned by the Buyer will be returned to you, except where the Products are damaged due to reasons attributable to us. You shall be obligated to accept such Product(s). HTPL disclaims all responsibility and liability with respect to any products that are returned by the Buyer and you agree not to hold HTPL liable for any such claims or disputes or damages arising out of such return as contemplated herein.

o. Seller acknowledges and understands that in the event of any Undelivered Shipment (as defined in the Undelivered Shipment Policy), we will check the Product(s) for any outer damage and/or any visible tampering to the packaging and/or any material damages to the Product(s). If the Product(s) in our reasonable opinion appear not to be damaged or tampered with, the Product(s) will be inventorized in the warehouse by HTPL.

In the event, the Product(s) is found to be damaged due to reasons attributable to us, such Product(s) will be retained by HTPL and the order value/ cost of such tampered or damaged Product will be reimbursed to you. In this regard, our decision shall be final and binding on you.

p. Subject to Clause (n) and (o) above, any Product(s) that are required to be returned to you will be delivered to you within 90 days from the date the Product(s) reaches our warehouse location or such date that maybe communicated to you by HTPL, whichever is later.

q. Upon receipt of Products as per Clause (p) above, Seller can raise a dispute within seventy-two (72) hours from the time of delivery of the Product(s) for the following reasons:

1. missing products or items (in full or in part); or

2. products damaged in transit.

Seller shall be required to raise a claim/ dispute with respect to the Products that are returned along with the copy of the delivery note in support of its claim. For raising a dispute / claim with respect to the Shipment/ Products returned to you, Seller can reach out to HTPL at help@Viseka or via the Platform.

Seller may be required to provide additional documents/ information in support of its claim, if requested by HTPL. We will contact you for any such requirement. Our decision with respect to settlement of the claim/ dispute shall be final and binding on you and we shall not entertain any further claims once the claim/ dispute has been settled/ resolved. If HTPL finally determines the dispute / claim in favour of the Seller, the Seller agrees that HTPL or its sub-contractors shall have the right to collect from Seller’s location such Products against which the Seller’s dispute / claim has been finally settled by HTPL and proceed with liquidation of such Products.

r. Seller acknowledges and understands that it is solely responsible for any non-conformity or defect in, or any public or private recall of, any of its Products. Seller shall promptly notify Viseka of any such non-conformity, defect, or public or private recall, or the threat thereof, and cooperate and assist Viseka in connection with any recalls, including by initiating the procedures for intimating the Buyers in this regard. Seller will be responsible for all costs and expenses Viseka may incur in connection with any recall or threatened recall of any of the Products.

s. Notwithstanding anything to the contrary, Viseka shall have the right at all times to be compensated by Seller for any damage suffered as a consequence of any fault, defect and non-compliance with respect to any of the Products. Seller shall indemnify Viseka from any cost, loss, expense or damage deriving from any third-party claims, legal actions or proceedings brought against Viseka and deriving from or in connection with the sale and use of the defective, faulty and/or non-compliant Products.

t. Seller understands and acknowledges that Viseka is not a Party to transactions between Buyer(s) and Seller, and Seller hereby releases Viseka (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions.

u. Seller may recall the Product(s) from warehouse(s) (in part or in full), for which no Order has been placed at the time of such recall request. Further, Viseka may in its sole and absolute discretion return the unsold Products to the Seller, for reasons including without limitation, decreased or no sale of Products.

v. If the Seller wishes to discontinue availing these Standard Warehousing Services (other than service relating to special access to fulfil Orders from own source) from Viseka, it may do so by giving at least 90 (ninety) days written notice of termination to Viseka.

w. Unless otherwise provided under the General Terms, Viseka may terminate or suspend provisioning of these Standard Warehousing Services (other than service relating to special access to fulfil Orders from own source), by giving a prior notice of fifteen (15) days to the Sellers.

x. Unless otherwise provided under the General Terms, Viseka may further terminate or suspend these Standard Warehousing Services (other than service relating to special access to fulfil Orders from own source) for the Seller, with immediate effect, upon occurrence of any of the following events:

A. Seller is in breach of any obligations, covenants, representations or warranties under these terms;

B. in the event of the Seller’s improper use of intellectual property rights, sale of fake or counterfeit Products or Products prohibited from use, or distribution or sale under applicable laws.

y. Upon termination or suspension of these terms, Seller shall within seven (7) days from the effective date of termination of these terms pick-up the Products from the warehouse, failing which Viseka reserves its right to dispose off the Products kept in the warehouse(s) and Viseka shall not be liable to pay any losses or damages to the Seller in this regard.

z. Viseka further reserves its right to dispose off or liquidate the Products kept in the warehouse(s), without incurring any liability to the Seller, in the event:

a. Seller fails to pick-up the Products from the warehouse upon being intimated in this regard by Viseka;

b. Seller fails to clear its dues to Viseka; or

c. of occurrence of any event due to which Viseka may in its reasonable opinion exercise this right.

aa. Without prejudice to any other rights available with Viseka, in the event any product stored in the warehouse is found to be or suspected to be counterfeit or fake, Viseka reserves its right to destroy such Products.

iii. Payment and Settlement Services

a. We will provide the Payment and Settlement Services to the Sellers in relation to each transaction on the Platform. Viseka may, at its discretion, sub-contract all or part of the Payment and Settlement Services, and/ or shall have the right to use or engage the services of any third party services provider(s), sub-contractor(s) or agent(s) on such terms as Viseka may deem appropriate, however, Viseka shall remain liable to the Seller for the performance of its obligations to provide Payment and Settlement Services under these Terms.

b. Seller acknowledges and agrees that in performing the payment collection services, we are acting merely as a payment collector, solely in a fiduciary capacity, and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer.

c. Seller acknowledges and agrees, that as part of the payment collection services, if Viseka is collecting post-dated cheques on behalf of the Seller, it is clarified that Viseka is acting merely as a payment collector, solely in a fiduciary capacity, and shall take no responsibility as to the legality of such post-dated cheques received from the Buyer. It is further clarified that if such post dated cheques bounce and/or are not encashable for any reason whatsoever, the Buyer alone shall be responsible for such payment obligation. Any legal action for such failure of the payment obligation shall be against the Buyer only and the Seller shall not hold Viseka responsible for such failure of the payment obligations.

d. We shall have the right to withhold settlement of payments to you or any third -party, if we, in our sole discretion, determine that the transaction being undertaken by you is not genuine or suspicious or fraudulent.

e. You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to these Payment and Settlement Services.

f. Refunds (if any) shall be processed in the same manner as they are received. Refund amount will reflect in the Seller’s bank account based on respective banks policies.

g. We will settle the payments received from the Buyer at the time of actual delivery of the order(s) to the designated bank account of Seller (or third party based on the instructions given by the Seller (if applicable)) within the following timelines:

A. 20 (twenty) bank working days from the date of delivery of the Consignment to the Buyer, for non-food product(s), where the settlement will be made on the working day which is a Tuesday or a Friday within the aforementioned timeline; and

B.         2 (two) bank working days from the date of delivery of Consignment to the Buyer, for Products in the category of pharmaceuticals and fulfilment material.

C.        4 (four) bank working days from the date of delivery of Consignment to the Buyer, for Products in the category of food, FMCG and fresh

Provided that, in case of any returns request raised by Buyer or any claims or disputes raised by Buyer, we reserve our right to withhold the settlement of payments to Seller until the resolution of such return requests, claims or disputes, as the case may be. It is hereby clarified that if the Buyer(s) make payments by way of cheque(s) at the time of actual delivery of the Order(s), we will settle such payments only upon the realisation of the cheque.

H Where the Buyer makes online payments at the time of placing the order with the Seller or prior to the delivery of the Consignment, such payments shall be transmitted to the designated bank account of the Seller (or third party based on the instructions given the Seller (if applicable)) within ‘T+1’ bank working days. For the avoidance of doubt, it is clarified that ‘T+1’ shall be the maximum period within which the settlement for such transaction shall be effected. For the purposes of these Terms, herein ‘T’ shall stand for the date of expiry of the refund period applicable in relation to the order. ‘T’ shall be calculated in the following manner:

i. In case any Seller wishes to opt for an early settlement, it may enrol in Viseka’s early settlement program and accepting the program terms and conditions of Viseka-Unnati Gold / Viseka-Unnati Gold Plus Program , subject to such Seller being eligible under such program.

j. In any of the settlements methods, Seller (or third party as per the instructions received from Seller) will receive the amount (minus our Sales and Distribution Support Services Fees in relation to the S&D Services provided by us, such other amounts due and payable by Seller to us or any third-party (in case we are instructed by such third party or Seller to collect such monies from the Seller), any amount to be refunded to the Buyer and any taxes payable under applicable laws) within the aforesaid timelines. It is clarified that any settlement of payment to the Seller shall be subject to applicable tax laws and Viseka may deduct or collect such taxes from the amount to be paid to the Seller in accordance with the provisions of applicable tax laws as set out under clause (i) and (j) below.

k. In relation to the tax collection at source under applicable GST laws, as may be amended from time to time:

l. In case of any mismatches on account of tax collection at source, Seller shall be required to provide all relevant information to us, to correspond with the relevant authorities and also in case of any liability accruing on account of omission shall be Seller’s obligation to pay such deficit.

m. Seller will provide the corresponding Harmonised System Nomenclature (HSN) code number and applicable GST rates for every product sold of the Platform. You accept that declaring the HSN and GST rates of the product is your responsibility, and that in order to sell the product(s) on the Platform pre-declaring the respective HSN and GST rates shall be mandatory.

n. Seller will be responsible to provide their correct GST registration number against which the tax collected at source (under GST laws) need to be reported by us. We shall not hold any responsibility of incorrect disclosures of GST registration number and consequent loss of credits of tax collected at source in the hands of the seller. In case any tax, interest or penalty is imposed on us, on account of incorrect disclosure of information by the Seller, then such Seller shall indemnify us with respect to such tax, interest or penalty as may be levied by the GST authorities.

o. We shall have the right to deduct or recover, as the case may be, tax deducted at source (“TDS”) as may be applicable under the applicable provisions of Income Tax Act,1961 (as may be amended from time to time) and as determined by us in our sole discretion on transactions and / or payments through or facilitated by the Platform. In respect of TDS deducted and / or recovered, we will provide certificate(s) evidencing and / or supporting the deposit of TDS in the prescribed format in accordance with the provisions of the Income Tax Act, 1961 (as may be amended from time to time). It is clarified that for this purpose, we will be entitled to rely upon the Permanent Account Number (“PAN”) and any other particulars provided to us and we shall have no obligation to validate or verify the same. In the event of any liability that may arise on account of incorrect or incomplete particulars / details being provided by Seller to us including interest, penalty or any other levies, we shall have the right to recover the same from the Seller in our sole discretion.

p. Seller shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.

q. We shall be entitled to recover from the Seller, from time to time, any amounts due from it or incurred by us on account of the following, unless the same are caused on account of negligence, act or omission of our or its employees, officers etc.:

r. Chargeback of transactions;

s. Any penalty or charge which may be levied on us by any payment instrument or the clearing house i.e. Reserve Bank of India or its local clearing agent (as the case may be) arising, inter alia, for excessive chargeback of transactions or excessive failure of transactions or excessive Buyer disputes and/or any other reason;

t. any amount due to us from the Seller.

u. If there are reasonable grounds to suspect that a transaction has been conducted in breach of any applicable laws or is a fraudulent transaction, we shall be entitled to suspend or withhold the payments of the Seller that are due to the Seller.

v. In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues.

Iv ADDITIONAL SERVICES

These terms and conditions for specific services (hereinafter referred to as “Additional Services Terms”) are applicable to a Seller’s use of additional services provided by Viseka and should be read in conjunction with the Viseka Seller Terms and Conditions and General Terms. In case of any conflict between the terms of any additional service chosen by the Seller, the Seller Terms and Conditions, and the General Terms, the provisions of these Additional Services Terms shall prevail. Viseka may, at its discretion, enter into separate arrangements with Sellers to provide additional services, whether described herein or not.

A. Advertisement Services

i. Advertisement Program:

As a Seller on Viseka, you have the option to subscribe to the advertisement program (“Program”) offered by Viseka to promote the products you list and offer for sale on the Viseka platform. Upon receiving a written request from you, Viseka will facilitate the display of your advertisements (“Ads”) on the Viseka platform.

ii. Intellectual Property Rights:

You retain full intellectual property rights in the Ads you provide on the Viseka platform under this agreement. It is your responsibility to ensure that you have all necessary rights, permits, authorizations, and compliance with branding guidelines and applicable laws for displaying the Ads. By utilizing the Program, you grant Viseka an unrestricted, non-exclusive, royalty-free license to use the Ads and all other information you provide on the platform. Viseka will display the Ads as provided by you on an ‘as is’ basis, with formatting changes limited to resizing the Ads. You shall remain fully liable and responsible for the content of the Ads and agree to indemnify, defend, and hold harmless Viseka from any claims arising from or related to the Ads, including content, intellectual property, or third-party claims.

iii. Liability Disclaimer:

Viseka disclaims all liability for the content of Ads, the availability of products, or any related information displayed by you. Viseka does not guarantee the quality, delivery, or usefulness of the products you offer for sale on the platform. You agree that Viseka disclaims all liabilities and shall not be a party to any disputes in this regard.

iv. Seller Representations and Warranties:

By using the Advertisement Services, you represent and warrant that:

A. You have the power and authority to enter into and perform your obligations under these terms.

B. There are no restrictions that would impair your ability to perform your obligations and grant all rights contemplated by these terms.

C. You have not and will not enter into any agreement that is inconsistent with your obligations hereunder.

D. None of the Ads provided or approved by you will violate any rights of any third party, including but not limited to intellectual property rights.

E. None of the Ads provided or approved by you will violate any applicable law, regulation, and/or code of conduct.

F. None of the Ads provided by you, when viewed or clicked on by a user, will cause the user’s computer to download any software application.

G. Ads provided by you shall not be or link to any content that is defamatory, fraudulent, obscene, misleading, or otherwise illegal.

H. None of the Ads will contain viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Viseka platform.

I. You will be in compliance with applicable laws while using the platform and the Program.

v. Charges and Payments:

You are required to pay charges to Viseka for using the Ad program. These charges will be displayed on the platform or communicated to you by Viseka.

vi. Taxes:

Charges are exclusive of applicable taxes. Viseka will issue tax invoices in accordance with applicable laws and at the intervals specified herein.

vii. Settlement of Charges:

You authorize Viseka to adjust and set off the charges from the funds collected or received by Viseka from the Buyer or a third party paying on behalf of the Buyer for the products you sell on the platform. This settlement will follow the process outlined in the Payment and Settlement Services section of the Seller Terms and Conditions. You hereby grant Viseka irrevocable permission to adjust the charges against the receivables due and payable to you by Viseka.

viii. Deficit Payment:

If the sale proceeds collected by Viseka from the Buyer are less than the charges payable by you, you shall be liable to pay the deficit balance amount to Viseka within seven (7) days from the date of receipt of an email communication from Viseka in this regard.

ix. Recovery Services:

Viseka may, at its discretion, engage third-party service providers or agencies to recover charges from you in case of your failure to pay the charges promptly. Viseka also reserves the right to levy late payment charges for any delays in payment.

x. Termination and Withdrawal:

Viseka may, at its sole and absolute discretion, at any time with or without notice, withdraw, terminate, and/or suspend the Program for any reason whatsoever, including in case of any breach of these terms or the Seller Terms and Conditions by you. Charges accrued until the effective date of such termination, withdrawal, or suspension shall become immediately due and payable by you, settling in accordance with the process outlined in these terms.

xi. Termination Notice:

Unless otherwise specified in the Terms, Viseka may terminate or discontinue the Advertisement Services for a Seller by providing a prior written notice of seven (7) days.

xii. Intellectual Property Rights:

Both you and Viseka shall retain all rights to your respective intellectual property rights and do not grant each other rights in their intellectual property rights, unless otherwise agreed.

xiii. Warranty Disclaimer:

Viseka provides no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the Program provided herein.

B. From Pay Services

These terms and conditions for “From Pay Services” are applicable to Sellers using Viseka’s logistics and delivery services, wherein the Seller agrees to pay for these services instead of the Buyer, either partially or wholly, as described herein. By utilizing the “From Pay Services,” the Seller agrees to the following terms and conditions:

i. Charging Logistics/Delivery Charges: 

Upon receiving a written request from the Seller, Viseka may agree to charge logistics/delivery charges from the Seller instead of the Buyer for the Logistics Services provided to the Buyer, as per the Buyer Terms. The Seller shall pay these logistics/delivery charges to Viseka for each order duly delivered by Viseka to the Buyer. Such charges shall be subject to all applicable taxes.

ii. Payment of Charges:

The Seller shall pay charges to Viseka for the provision of the From Pay Services, and these charges shall be subject to all applicable taxes. Viseka reserves the right to modify the charges at its sole discretion, and upon making changes, the Seller agrees to be bound by the same and pay such revised charges without any protest or objection.

iii. Settlement Authorization:

The Seller authorizes Viseka to adjust and set off the charges from the funds collected or received by Viseka from the Buyer or a third party paying on behalf of the Buyer for the products sold by the Seller. This settlement shall follow the process outlined in the Payment and Settlement Services section of the Seller Terms and Conditions. The Seller hereby grants Viseka irrevocable permission to adjust the charges against the receivables due and payable to the Seller by Viseka.

iv. Deficit Payment:

If the sale proceeds collected by Viseka from the Buyer are less than the charges payable by the Seller, the Seller shall be liable to pay the deficit balance amount to Viseka within seven (7) days from the date of receipt of an email communication from Viseka in this regard.

v. Recovery and Late Payment Charges:

Viseka shall be entitled, at its discretion, to engage third-party service providers or agencies to recover charges from the Seller in the event the Seller fails to pay the charges promptly. Viseka further reserves its right to levy late payment charges in case of the Seller’s failure to pay the charges in a timely manner.

vi. Undelivered Shipment and Returned Orders:

For any Undelivered Shipment (as defined in the Undelivered Shipment Policy), Viseka shall not charge any charges to the Seller. However, if an order is delivered by Viseka, accepted by the Buyer, and subsequently returned by the Buyer, the Seller shall be liable to pay charges to Viseka.

vii. Termination by Viseka:

Viseka may, at any time, with or without notice, withdraw, terminate, and/or suspend the From Pay Services without cause or in case of any breach of the terms by the Seller. Upon such termination, withdrawal, or suspension, the charges shall become immediately due and payable by the Seller.

viii. Termination by Seller:

The Seller may terminate these From Pay Services by providing one (1) day advance notice in writing to Viseka. Notice of termination should be sent to Viseka at from-pay@viseka.com, and failure to do so may result in the non-entertainment of such termination request by Viseka.

ix. Seller’s Responsibility:

The Seller shall at all times remain fully liable and responsible for the products listed and offered for sale on the platform and shall ensure that the products offered for sale comply with all applicable laws. Viseka disclaims warranties and makes no representations about the quality, delivery, or usefulness of the products offered by the Seller on the platform.

C.  Additional Services:

Viseka may provide other additional services as agreed upon with the Seller from time to time.

D. Taxes:

The Seller shall deduct income tax as applicable against the amounts payable to Viseka if required by applicable law unless Viseka submits a nil/reduced withholding certificate. The Seller shall remit the withholding taxes to the relevant tax authorities and enable Viseka to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under applicable law.

By using Viseka’s From Pay Services, the Seller agrees to adhere to these terms and conditions.

7. In consideration for any special services, beyond Viseka’s standard offerings, which may include logistics services, Viseka reserves the right to levy variable charges on Sellers. The specific charges will be communicated to Sellers from time to time.

8. LIMITATION OF LIABILITY AND INDEMNITY

i. Limitation of Liability:

Viseka shall not be held liable for claims arising from the following:

(a) Any acts or omissions of the Seller.

(b) Compliance with instructions given by the Seller or any person acting on the Seller’s behalf.

(c) Acts or orders of any government authority.

(d) Insufficiency of packing or labeling of the Shipment.

(e) The nature or description of the Shipment.

(f) Riots, civil commotions, strikes, lockouts, stoppages, or restraint of labor.

(g) Explosion, fire, flood, or storm.

(h) Any cause beyond Viseka’s control, which Viseka could not avoid or prevent through reasonable diligence.

(i) Any loss, misdelivery, delay, or damage to any Shipment.

(j) Any dispute or claims between the Seller and the Buyer, including those related to Shipment or Products.

ii. Indemnification:

Each Seller agrees to indemnify Viseka, its affiliates, directors, employees, agents, and representatives and to hold them harmless from:

(i) Your submission, posting, or display of any User Content.

(ii) Your use of the Viseka Platform or any of the Services.

(iii) Your breach of the Terms or breach of any applicable laws, including tax laws.

(iv) Any services availed by you from a third-party service provider using the Viseka Platform.

(v) Any liability or defect in the Products offered or listed for sale on the Platform.

(vi) Your negligence or willful misconduct.

(vii) Any sale or offer of sale of counterfeit or fake Products on the Platform.

(viii) Any alleged or actual intellectual property right infringement or other claim resulting from the advertising, publishing, promotion, manufacture, sale, distribution, or use of any Products.

(ix) Any alleged or actual personal injury, death, or property damage suffered by Viseka arising from the supply or sale of Products by the Seller.

(x) Any claim by a third party or Buyer made pursuant to or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any Products.