E-com Seller Terms & Conditions

Last updated: Dec 2024

General Terms

Welcome to Nexushubs.in. The website having the URL https://nexushubs.in/ along with the mobile application named “NeXushubs” shall hereinafter be referred to as the ‘Platform’. The Platform offers discovering, booking, and managing various activities, plays, concerts, sports places, coaching centres and events across cities and rural areas throughout India and purchase of products from registered sellers (“Services”).

The Platform is owned and operated by ECENCIA TECH PRIVATE LIMITED (hereinafter referred to as “Company/ ECENCIA”), a private company incorporated under the Companies Act, 2013, bearing registration number U46901PN2024PTC234985 and having its registered office at D1-004, Westernhills Phase 1, Pune. 411021.

THIS CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT / TERMS AND CONDITIONS  BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU/SELLER“) AND THE COMPANY. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT / TERMS AND CONDITIONS , INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE PLATFORM.

1. Definitions

As used in this Agreement / Terms and Conditions  /Terms and conditions, the following terms have the following meanings:

• “Applicable Laws” means all relevant laws, statutes, regulations, and ordinances in India that govern the use of the Platform, including the jurisdiction-specific laws that apply to Users and Service Provider or Sellers.
• “Platform” means and refers to website having URL https://nexushubs.in/, mobile application having name “NeXushubs” and any associated services, software, or tools provided by Company.
• “Seller(s)” means persons offering or advertising various products for sale through the Platform and entering into Agreement / Terms and Conditions with the Company.
• “Product(s)” means products sold by Sellers to Users through the Platform
• “Business Days” means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Pune.
• “Confidential Information” means information relating to us, to the Services or Users that is not known to the general public including, but not limited to, any information identifying or unique to specific Users; reports, insights, and other information about the Services, data derived from the Services except for data (other than User personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement / Terms and Conditions , User personal data constitutes Confidential Information at all times. The contents of Agreement / Terms and Conditions / Terms & Conditions and all transactions between the Company and You are also deemed to be Confidential Information for the purpose of this Agreement / Terms and Conditions .
• “Content” means copyrightable works and other content protected under applicable Laws.
• “Excluded Products” means any products or other items set forth in the excluded products list for the Platform or any other Nexushubs Program Policy that applies to your use of a Service, and any other products or other items that in Company’s sole discretion are not supported for a Service.
• “Insurance Limits” means INR 2,00,000.00 (INR Two lakhs)______
• “Insurance Threshold” means INR 2,00,000.00 (INR Two lakhs)______
• “Intellectual Property Rights” means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
• “Law(s)” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
• “Local Currency” means Indian Rupees (INR).
• “Order Information” means, with respect to any of Your Products sold through the Platform, the order information and shipping information that we provide or make available to you.
• “Person” means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
• “Purchase Price” means the total gross amount payable or paid by a User for Your Product (including taxes and customs duties as applicable).
• “User” means any individual or entity accessing or using the Platform to purchase Sellers products, including but not limited to:
• Subscriber Users: Those who have created an account on the Platform and paid a fixed subscription fee.
• Registered Users: Those who use the Platform by creating an account but without paying the fixed subscription fee.
• “Sales Proceeds” means the gross sales proceeds paid by Users in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
• “Services” means each of the following services that Company makes available on or in connection with the Platform to You including selling of products, payment processing, order fulfilment or advertising and other services.
• “Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
• “Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable laws.
• “Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Company may make available to you, for your use in managing your orders, inventory and presence on the Platform.
• “Your Materials” means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Company or its Affiliates.
• “Product” means any product that is made available for listing for sale, offered for sale or sold by you through the Platform in connection with Your Account, or made available for advertising by you through the Platform.
• “Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.
• “Your Taxes” means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Platform, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives. Also, as it is used in the FBN Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Company in connection with or as a result of: the fulfilment, shipping, gift wrapping or other actions by Company to Your Products pursuant to the FBN Service Terms.
• “Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
• “Your Transaction” means any sale of Your Product(s) through the Platform.

2. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Company’s Privacy Notice.

3. Service Fee Payments

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement / Terms and Conditions  /terms and conditions, unless this Agreement / Terms and Conditions  or the applicable Service Terms provide otherwise. For the Platform that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Company (with respect to such Platform, “Your Credit Card“) as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Platform, “Your Bank Account“). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Company’s option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Company shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.

In addition to debiting Your Bank Account, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement / Terms and Conditions  will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement / Terms and Conditions  will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Company concerning whether any amounts are payable or due.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms, this Agreement / Terms and Conditions , or other risks to Company or third parties, then we may in our sole discretion withhold any payments that may be otherwise due to you until the aforementioned concerns with your actions or performance are resolved. 

If we determine that your account (or any other account you have operated) has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit goods), or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments due to you. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

4. Term and Termination 

The term of this Agreement / Terms and Conditions  will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via the Platform, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement / Terms and Conditions  for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement / Terms and Conditions  and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, Users, or Company’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including the Platform, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement / Terms and Conditions , all related rights and obligations under this Agreement / Terms and Conditions  immediately terminate, except that (e) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and such sections of this Agreement / Terms and Conditions  which by their nature are meant to survive, shall survive.

5. Licence 

You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other Company product or service, and to sublicense the foregoing rights to the Company; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable Platform or Services); provided further, however, that nothing in this Agreement / Terms and Conditions  will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

6. Representations 

Each Party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement / Terms and Conditions  and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement / Terms and Conditions ; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.

The Seller hereby represents and warrants to Company that:

1. The Products listed and sold by it through the Platform are compliant with all relevant safety and other standards and applicable laws for the time being in force in India.
2. The Products listed and sold by it through the Platform have been manufactured and supplied by it in compliance with all relevant laws for the time being in force.
3. It has all the requisite licences, permits, authorizations, etc. required for listing and selling the products through the Platform.
4. It has the right and authority to grant to Company a limited, revocable and non-transferable right to display the Products listed and sold by it on the Platform and access and use related information text, graphics, images, logos, design related to all Products listed and sold by it through the Platform, and the collection, arrangement, and assembly of content related to all Products supplied by it in accordance with the terms and conditions under this Agreement / Terms and Conditions .
5. It has the requisite rights with respect to the Intellectual Property Rights associated with the Products listed and sold by it through the Platform, including Intellectual Property Rights and that its listing and selling of Products through the Platform does not violate or infringe upon any Intellectual Property Rights of any third-party.
6. Its availing the Services of the Company through the Platform is not in violation of any other Agreement / Terms and Conditions or applicable law, government notification, court order, etc.

7. Indemnification 
   • You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment By Nexushubs Service, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Company) or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.
   • Company’s indemnification obligations. Company will defend, indemnify, and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to: (a) Company’s non-compliance with applicable laws; or (b) allegations that the operation of the Platform infringes or misappropriates that third party’s intellectual property rights.
   • Process: If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.  

8. Disclaimer 
   • The platform and the services, including all content, software, functions, materials and information available or provided in connection with the services, are provided “as-is.” as a user of the services, you access the platform, the services and any online portal or tool provided by company to help you avail the services at your own risk. Except as set forth in section 7 above, we and our affiliates waive and disclaim: (1) any representations, warranties, declarations or guarantees regarding this Agreement / Terms and Conditions , the services or the transactions contemplated hereby, including any implied warranties, declarations or guarantees of merchantability, fitness for a particular purpose or non-infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the platform or the services will meet your requirements or be available, timely, secure, uninterrupted or error free, and we will not be liable for any service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions. Some jurisdictions’ laws do not allow exclusion of an implied warranty. In which case the foregoing disclaimer may not apply to you, and we and our affiliates disclaim to the maximum extent permitted under applicable law all warranties of any kind, whether express, implied or statutory, including without limitation warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non- infringement or quiet enjoyment.

• Because company is not involved in transactions between Users and Sellers or other participant dealings, if a dispute arises between one or more participants, each of you release company (and its agents, affiliates and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9. Limitation of Liability 
   • We will not be liable (whether in contract, warranty, tort, delict (including negligence, product liability, any type of civil responsibility or other theory) or otherwise) to you or any other person for cost of cover, recovery or recoupment of any investment made by you or your affiliates in connection with this Agreement / Terms and Conditions , or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement / Terms and Conditions , even if company has been advised of the possibility of such costs or damages.
   • Further, except in case of gross negligence or wilful misconduct, our aggregate liability arising out of or in connection with this Agreement / Terms and Conditions or the transactions contemplated hereby will not exceed at any time the total amounts during the prior six month period paid by you to company in connection with the particular service and the platform giving rise to the claim.

10. Insurance 

If the Sales Proceeds from Your Transactions through the Fulfilment By Nexushubs Service in connection with the Platform exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the Platform with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Platform, including products liability and bodily injury, naming Company and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: Ecencia Tech Pvt Ltd, Nexushubs – Gravity Complex, C wing 2nd Floor 214 Balewadi 411045 Pune. Or you can send us a copy of certificate on e-mail ID admin@Nexushubs.in.

11. Tax Matters 

Your use of Services is subject to Company’s Tax Policies. You will comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner.

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Company is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement / Terms and Conditions  are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Company will deduce the location of recipient, the billing details, place of supply and applicable taxes.

If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Company will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Company.

It is your responsibility as a seller on the Platform to choose the most applicable product tax codes and assign Harmonized System of Nomenclature (HSN) / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Platform.

For reporting transactions undertaken by you on the Platform, you should consider the Merchant Tax Report (MTR) made available to you on the Platform.

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

12. Confidentiality and Personal Data

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement / Terms and Conditions  and 8 years after termination: (a) all Confidential Information will remain Company’s exclusive property except for User personal data owned by the respective User; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement / Terms and Conditions ; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.  You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the NexusHubs Mark as defined in and according to this Agreement / Terms and Conditions ; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by this Agreement / Terms and Conditions  without our advance written permission.

You may not use any User personal data (including contact information) for any purpose other than fulfilling orders or providing User service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep User personal data confidential at all time.

13. Force Majeure 

We will not be liable for any delay or failure to perform any of our obligations under this Agreement / Terms and Conditions  by reasons, events or other matters beyond our reasonable control.

14. Relationship of Parties 

You and Company are independent contractors, and nothing in this Agreement / Terms and Conditions  will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Company is merely a facilitator between the User and the Seller. You will have no authority to make or accept any offers or representations on Company’s behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement / Terms and Conditions  will not create an exclusive relationship between you and Company.

15. Suggestions and Other Information 

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Platform or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and Users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification 

We will provide at least 15 days’ advance notice for changes to the Agreement / Terms and Conditions .

However, we may change or modify the Agreement / Terms and Conditions  at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

Your continued use of the Services after the effective date of any change to this Agreement / Terms and Conditions  in accordance with this Section 16 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement / Terms and Conditions .

17. Password Security 

Any password we provide to you may be used only during the Term to access Your Account or Platform, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement / Terms and Conditions ) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Miscellaneous 

This Agreement / Terms and Conditions  and your use of the Services will be governed by the laws of India. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement / Terms and Conditions  will be adjudicated through arbitration, by a sole arbitrator to be mutually appointed by both the parties. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the seat of the arbitral proceedings shall be Pune, India. Each party agrees that courts in Pune will have the sole and exclusive jurisdiction over all arbitral applications.

You may not transfer or assign all or any portion of this Agreement / Terms and Conditions , by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Company, you may assign or transfer this Agreement / Terms and Conditions , in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement / Terms and Conditions . You agree that we may assign or transfer our rights and obligations under this Agreement / Terms and Conditions : (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Company as the party to this Agreement / Terms and Conditions . Subject to that restriction, this Agreement / Terms and Conditions  will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement / Terms and Conditions  through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement / Terms and Conditions  will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement / Terms and Conditions  subsequently.

Company retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.

The authentic language of this Agreement / Terms and Conditions  and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement / Terms and Conditions  and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.

You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement / Terms and Conditions  (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.

Company will provide notice to you under this Agreement / Terms and Conditions  by posting changes on the Platform or on the applicable Company Services site to which the changes relate, by sending you an email notification, or by similar means. You must send all notices and other communications relating to Company to our Support team via the Platform, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Platform Notification Preferences page and follow the steps.

You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate. We will verify and approve the changed communication details and the changed details will only be applicable after verification and approval by us.

Please continue to use Platform as the primary means of managing your orders and seller account. If any provision of this Agreement / Terms and Conditions  is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement / Terms and Conditions  represents the entire Agreement / Terms and Conditions  between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written Agreement / Terms and Conditions s and understandings.

Selling Service Terms

The Selling Service (“Selling“) is a Service that allows you to list products for sale directly via the Platform. Selling is operated by the Company. These Selling Service Terms are part of the NexusHubs Sellers Agreement / Terms and Conditions  (“the Agreement / Terms and Conditions “), but, unless specifically provided otherwise, concern and apply only to your participation in Selling. BY REGISTERING FOR OR USING SELLING, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE  AGREEMENT / TERMS AND CONDITIONS  AND THESE SELLING SERVICE TERMS. Unless defined in these Selling Service Terms, all capitalized terms have the meanings given them in the Agreement / Terms and Conditions .

S-1. Your Product Listings and Orders 

S-1.1 Products and Product Information. You will provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Platform and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Platform comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Platform, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Platform. For each item you list on the Platform, you will provide to us the state or country from which the item ships.

S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Platform in the applicable product categories which are supported for third party sellers generally on the Platform on the applicable Selling Launch Date, and conduct merchandising and promote Your Products in accordance with the Agreement / Terms and Conditions  (including via any other functions, features, advertising, or programs on or in connection with the Platform). Company reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Platform. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Platform and Company may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.

S-1.3 Shipping and Handling Charges. For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Platform and further subject to any shipping and handling charge Policies for the Platform.  Any such amounts, paid by the User towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Company-Fulfilled Products, Company will determine what the fulfilment fees will be and will display and collect them accordingly in accordance with the FBN Service Terms.

S-2. Sale and Fulfilment, Refunds and Returns

S-2.1 Sale and Fulfilment. Other than as described in the FBN Service Terms (if applicable to you), or as provided in any applicable Service Terms, for the Platform for which you decide to register or use the Selling Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Company-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement / Terms and Conditions , and all terms provided by you and displayed on the Platform at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Platform at the time of the applicable order (which terms and conditions will be in accordance with this Agreement / Terms and Conditions ) or as may be required under this Agreement / Terms and Conditions ; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement / Terms and Conditions ); (f) provide to Company, information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a User may return the applicable product; and (k) not send Users emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send Users emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Company-Fulfilled Products, if any, the FBN Service Terms will apply to the storage, fulfilment and delivery of such Company-Fulfilled Products.

S-2.2 Returns and Refunds. 

Company shall publish its Refund and Return Policy on the Platform and the same shall be subject to change based on individual Product. Seller has to update refund / return terms for each individual Product at time of listing of Product on the Platform.

Seller shall be solely responsible for all cost and charges relating to returns, refund and replacement.

The Company Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Company Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the User (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance with us (if any)). In the event your balance with us is insufficient to process the refund request, we will inform you of the same and You shall complete the payment to the User. 

S-3. Problems with Your Products 

S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for Company-Fulfilled Products, if any, the FBN Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the “A-to-z Guarantee” offered on the select products on the Platform as per Your confirmation, or other dispute, relating to the offer, sale or fulfilment of Your Product(s) (other than a chargeback) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the User, and (ii) are responsible for reimbursing us for the amount paid by the User (including taxes and shipping and handling charges), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.

S-4. Compensation 

You will pay us: (a) the applicable Commission as per Commercial which may amended by Company from time to time; (b) any applicable Fulfilment Fees; and (c) if applicable, the non-refundable Selling on Nexushubs Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement / Terms and Conditions . “Selling on Nexushubs Subscription Fee” means the fee specified as such on the Selling on Nexushubs Fee Schedule for the Platform at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Agreement / Terms and Conditions ; (y) “Fulfilment Fees” means the applicable fee, if any, for Company-fulfilled products; and (z) “Commission” means the applicable percentage of the Sales Proceeds from Your Transaction through the Platform specified on the Selling on Nexushubs Fee Schedule for the Platform at the time of Your Transaction, based on the categorization by Company of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any fulfilment charge set by us in the case of Your Transactions that consist solely of Company-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement / Terms and Conditions  will be made in the Local Currency.

All taxes or surcharges imposed on fees payable by you to Company will be your responsibility.

S-5 Sales Proceeds & Refunds. 

S-5.1. Accounts. Remittances to you for Your Transactions (excluding COD transactions) will be made through the Company account. The amount of sale would be received by the company through a third-party payment gateway and will be transferred to the Company’s account within T+3 Days. Subsequent to such transfer, the company will transfer/remit to you, your transaction amount, after applicable deductions. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from Users for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement / Terms and Conditions  to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement / Terms and Conditions .

COD transactions shall attract additional charges which shall be deducted from Your account prior to the dispatch of product to the User.

Subject to and without limiting any of the rights described in the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve“). The Reserve will be an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of Users in the event of non-fulfilment of delivery to the Users of your Products keeping in mind the period for refunds and chargebacks.

We will hold the Reserve amount till closure of refund / replace request or T+3 days time, whichever is later, T being the time of receipt of the refund / replace request.

S-5.2. Except as otherwise stated in this Agreement / Terms and Conditions , you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a User in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Platform, we will credit you with the amount of the Commission paid by you to us attributable to the amount of the User refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.

“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you.

“Designated Day” means any particular Business Day of the week designated by Company on a weekly basis, in its sole discretion, for making remittances to you.

“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.

“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Commission due for such sums; (b) any Selling on Nexushubs Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to Users in connection with the Platform; (e) Reserves, as may be applicable, as per this Agreement / Terms and Conditions ; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under this Agreement / Terms and Conditions  (including Fulfilment fee payable for Platform), if applicable; and (h)tax collected at source under applicable Law (i) return costs as applicable.  

S-5.3. In the event that we elect not to recover from you a User’s chargeback, failed payment, or other payment reversal (a “Payment Failure“), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.

S-6. Platform and Services 

Company has the right to determine, the design, content, functionality, availability and appropriateness of its Platform and any product or listing on the Platform, and all aspects of each Service, including your use of the same. Company may assign any of these rights or delegate any of its responsibilities.  

S-7. Tax Matters 

In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/GST as applicable, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided or otherwise agreed by Company in advance in writing.

All payments by Company to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Company will retain, in addition to its net fees together with any applicable taxes that Company determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.

If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Company.

You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines.  Company shall reimburse the claim post verification and reconciliation with service fee as per books of accounts.  Company will have right to reject the claim if the claimed amount does not match with service fees invoices. Company shall maintain the right to recover any excessive claims paid to you.

Company has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Company successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.

Selling on Nexushubs Definitions

“Company-Fulfilled Products” means any of Your Products that are fulfilled using the Fulfilment By Nexushubs Service.

“Company Refund Policies” means the return and refund policies published on the Platform.

“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the User), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Platform; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Company designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the User.

“Refund Administration Fee” means five percent (5%) of the Transaction Cost. 

“Required Product Information” means, with respect to each of Your Products in connection with the Platform, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Company may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Company from time to time); (d) categorization within each Company product category and browse structure as prescribed by Company from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Company published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a User should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).

“Seller-Fulfilled Products” means any of Your Products that are not fulfilled using the Fulfilment By Nexushubs Service.

“Selling Launch Date” means the date on which we first list one of Your Products for sale on the Platform.

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to Users.

“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

“Your Transaction” is defined in this Agreement / Terms and Conditions ; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Nexushubs only.

Fulfilment By Nexushubs (FBN) Service Terms

Fulfilment by Nexushubs (“FBN“) provides fulfilment and associated services for Your Products. FBN is operated by the Company.

These FBN Service Terms are part of this Agreement / Terms and Conditions  (“Agreement / Terms and Conditions “), and, unless specifically provided otherwise, concern and apply only to your participation in FBN. BY REGISTERING FOR OR USING FBN, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THIS AGREEMENT / TERMS AND CONDITIONS  AND THESE FBN SERVICE TERMS. Unless defined in these FBN Service Terms, all capitalized terms are as defined in this Agreement / Terms and Conditions .

F.1. Your Products 

Once you are accepted into FBN, you must apply to register each product you sell that you wish to include in the FBN program in connection with the Platform. You may not include any product in the FBN program which is a FBN Excluded Product for the Platform you wish to register Your Product with. We may refuse registration in FBN of any product in connection with the Platform, including on the basis that it is an FBN Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBN in connection with the Platform.

F.2. Product and Shipping Information 

You will, in accordance with applicable Company Policies, provide in the format we require accurate and complete information about Your Products registered in FBN (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

F.3. Shipping

For the Platform you register products in connection with, such products will be delivered to Users in India only. Nexushubs will arrange to pick-up the packed Products through its fulfilment partner from You and deliver to the Buyer. You will ensure that: (a) all products are properly packaged for protection against damage and deterioration during shipment and storage; (b) all products comply with Company’s labelling and other requirements. You will be responsible for all costs incurred to ship the products to the Buyer (including costs of freight and transit insurance). You will prepay all such shipping costs and Company will not pay any shipping costs. You are responsible for payment of all duties, custom duty, taxes and other charges. In the case of any improperly packaged or labelled Product, we may return the Product to you at your expense (pursuant to Section F-6).

F.4. Unsuitable Products:

You will not list or sell any Unsuitable Product, and we may refuse to accept any shipment (including any Unsuitable Product).  We may return or dispose of or destroy any Unsuitable Product as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Product creates a safety, health or liability risk to Company, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Product within thirty (30) days after we notify you that the Product has been recalled; or (c) if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Product within thirty (30) calendar days after we notify you that we are in possession of it.  In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Products. 

F.5. Fulfilment 

We will ship Products from You to the shipping addresses in India included in valid User orders. We may ship Products together with products purchased from other merchants.

F.6. User Returns 

F.6.1. We will receive and process returns of any Company Fulfilment Products in accordance with the terms of your Seller Agreement / Terms and Conditions , these FBN Service for the Platform. Any Sellable Products registered in connection with the Platform that are also Company Fulfilment Products and that are properly returned will be placed back into the inventory of Your Products in the FBN Program for the Platform. We may fulfil User orders for Your Products in connection with the Platform with any Company Fulfilment Products returned in connection with the Platform. Except as provided in Section F-7, you will retake title of all Products that are returned by Users.

F.6.2. Except as provided in Section F-7, we will, at your direction, either return or dispose of or destroy any FBN Product that is returned to us and that we determine is an Unsuitable Product as provided in Section F-7.  Without limitation of our rights under Section F-7, we may elect to return or dispose of or destroy that Unsuitable Product as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Product within thirty (30) calendar days after we notify you of the Unsuitable Product.

F.6.3. You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns.

F.7. Returns to You and Disposal 

Buyer may, within the specified period for return of Products and subject to other terms and consitions as displayed and specified on the Platform at the time of purchase of the Products, return Products purchased from you. We may, with notice, return Products to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address. If the address we have for you in connection with the Platform is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Product(s) will be deemed abandoned and we may elect to dispose of or destroy the Product(s) as appropriate and, subject to any replacement or reimbursement done as required under applicable law, this Agreement / Terms and Conditions , retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal. For all Products that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Products back to you. You are also solely responsible for dealing with clearing the Products from any checkposts.

F.8. You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).

F.9. User Service 

F.9.1. We will be responsible for all User service issues relating to packaging, handling and shipment and User returns, refunds and adjustments related to FBN Products. We will determine on your behalf, whether a User will receive a refund, adjustment or replacement for any FBN Product and we will require you to reimburse us where we determine you have responsibility in accordance with this Agreement / Terms and Conditions  (including these Service Terms and the Program Policies for the applicable Platform). Except as provided in this Section F-9 regarding any FBN Products, User service will be handled as set forth in your Seller Agreement / Terms and Conditions . You will be responsible for VAT/GST related User service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/GST, sales, service and goods and services taxes invoices and credit memos.

F.9.2. In situations relating to FBN Products where the wrong item was delivered or the item was damaged or lost or is missing, and we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by Company as covered under the Program Policies causing such damage or loss You will be required to, at our option for any FBN Product (i) ship a replacement Product to the User and pay you the applicable replacement value (as described in the FBN Lost and Damaged Inventory Reimbursement Policy) for the replacement Product or (ii) process a refund to the User. Any User refund will be processed in accordance with the Selling Service Terms. Notwithstanding the terms of the Selling Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling Service Terms and these Service Terms, respectively. Except as expressly provided in this Section F-9.2 you will be responsible for all costs associated with any replacement or return.

F.10. Compensation 

F.10.1. Fees. You will pay us the applicable fees (including fulfilment, and other applicable fees) set out in the FBN Fee Schedule for the Platform.

F.10.2. Shipping and Gift Wrap. For any FBN Products we will determine the amounts charged to the User for shipping and gift wrap services for the Products that we fulfil through the FBN Program. As between you and us, these charges will be your tax inclusive charges to the User, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the User. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to User.

F.10.3. Taxes on Fees Payable to Company. In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:

(a) all services provided by Company to you are being received by your establishment under your designated VAT / goods and services tax registration number; and

(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to Company belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to Company; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by Company in case of any changes.

Company reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize Company to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to Company upon request. Company reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by Company.

All payments by Company to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. Company will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to Company sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, Company will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, Company shall have the right to utilize the retained amount for discharging its tax liability.

Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Company and Company shall provide necessary support and documentation as may be required by you for discharging your obligations.

Company has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Company successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.

Any taxes applicable in addition to the fee payable to Company shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.

F.11. Indemnity 

In addition to your obligations under this Agreement / Terms and Conditions , you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Products (whether or not title has transferred to us), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.

F.12. Release 

You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the “Releasing Parties“), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge Company and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the “Released Parties“), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses“) which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (whether in contract; warranty; tort; delict (including negligence; product liability; any type of civil responsibility or other theory) or otherwise) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBN Service Terms, which the Releasing Parties are giving up by agreeing to these FBN Service Terms. It is your intention in agreeing to these FBN Service Terms that these FBN Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.

F.13. Disclaimer 

In addition to the disclaimer in section 8 of this Agreement / Terms and Conditions , we hereby disclaim any duties of a bailee or warehouseman to the maximum extent permitted under applicable law, and you hereby waive all rights and remedies of a bailor (whether arising under common law or statute), related to or arising out of any possession, storage or shipment of your products by us or our affiliates or any of our or their contractors or agents.

F.14. Effect of Termination 

Your termination rights are set out in Section 4 of this Agreement / Terms and Conditions . Following any termination of this Agreement / Terms and Conditions  or these FBN Service Terms in connection with the Platform, we will, as directed by you, return to you or dispose of or destroy the Products registered in connection with the Platform as provided in this Agreement / Terms and Conditions .  If you fail to direct us to return or dispose of or destroy the Products within ninety (90) calendar days after termination, then we may elect to return and/or dispose of or destroy the Products in whole or in part, as provided in Section F-7, and you agree to such action. Upon any termination of these FBN Service Terms in connection with the Platform, all rights and obligations of the parties under these FBN Service Terms with regard to the Platform will be extinguished, except that the rights and obligations of the parties which, by their nature are meant to survive, shall survive the termination of this Agreement / Terms and Conditions  with respect to Products received or stored by Company as of the date of termination will survive the termination. Upon termination, Seller shall be liable to pay any amounts due to Us before termination.

F.15. Tax Matters 

You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold Company and its Affiliates harmless from Your Taxes, interest or penalties as provided in  these FBN Service Terms and agree to pay any of these over to Company promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the Users. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.

F.16. Additional Representation 

In addition to your representations and warranties in Section 6 of this Agreement / Terms and Conditions , you represent and warrant to us that: (a) you have valid legal title to all Products and all necessary rights to distribute the Products and to perform under these FBN Service Terms; (b) you will supply all Products to User in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Products and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Product is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Products will strictly adhere to all applicable Laws (including any Law applicable to any territory where Products are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).

FBN Definitions

“FBN Products” means Products fulfilled using FBN that are sold through the Platform. For avoidance of doubt, if you have successfully registered for both FBN and Selling for the Platform, then the term “FBN Products” and the defined term “Company-Fulfilled Products” in the Selling Service Terms both refer to the same items.

“FBN Excluded Product” means, with respect to the Platform you register Products in connection with, any Product that is an Excluded Product, or is otherwise prohibited by the Company Policies for the Platform.

“Sellable Product” means a Product that is not an Unsuitable Product.

“Seller Agreement / Terms and Conditions “ means the Selling Service Terms, any successor to any of these Agreement / Terms and Conditions s, or any other similar Agreement / Terms and Conditions  (as determined by Company) between you and us that permits you to list and sell products via the Platform.

“Shipping Information” means with respect to any purchased Product(s), the following information: the name of the recipient, the shipping address, the quantity of Products to be shipped, and any other shipping-related information we may reasonably request.

“Product” means a unit of Your Product that you deliver to Company in connection with the FBN Program in connection with the Platform.

“Unsuitable Product” means a Product: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with Company before shipment or do not match the product that was registered; (c) that is an FBN Excluded Product or does not comply with this Agreement / Terms and Conditions  (including these Service Terms and the applicable Program Policies); or (d) that Company determines is otherwise unsuitable.

Nexushubs Advertising Service Terms

The Nexushubs Advertising Service Terms govern your use of Nexushubs Advertising, a Service that allows you to advertise your products. The Nexushubs Advertising Service Terms apply to your use of the Ad Services.

The Company may provide Advertising (Ad) Services to Sellers enabling them to place advertisements for their Products on the Platform.

The Ad Fees as applicable for the Ad Service will be communicated by the Company to the Seller from time to time.

The Ad Fees will be subject to taxes as applicable and the Parties shall be liable for paying their own taxes as applicable.

The Seller shall provide the Ad content including information, text, graphics, images, videos, logos, designs, etc. for its Ad to the Company. The Company shall ascertain whether the Ad complies with its policies.

The Seller shall ensure that its Ad Content contains a true and accurate depiction of the advertised Products and shall not make any untrue or misleading claims regarding the effectiveness, quality, quantity of the advertised products and shall be in compliance with all applicable laws relating to advertising of products.

The Company may ask the Seller to modify the Ad content to comply with its policies and shall have the final, sole and exclusive right to decide whether an Ad may be placed on the Platform.

The Ad shall be visible on the Platform at the location as decided by the Parties mutually.

The Ad shall be visible on the Platform for such time as the Parties may mutually decide.

The Ad Fees shall vary from time to time and depending upon the nature of the Ad, i.e. image, poster, animated, audio-video (AV), etc. and the location and frequency of display of the Ad on the Platform and the Company shall have the final right to decide the Ad Fees.

The Company reserves the right to remove an Ad if at any point of time, it is of the opinion that an Ad is on violation of any applicable law.

The Seller shall be solely responsible and liable for the Ad Content and the Company shall not be responsible or liable for the same.

You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the “Releasing Parties“), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge Company and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the “Released Parties“), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses“) which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from any infringement of any Intellectual Property Rights or violation of any applicable law by Your Ad Content. 

The accuracy, veracity and compliance with applicable laws of the Ad Content shall be the sole and exclusive responsibility and liability of the Seller availing the Ad Service for the said Ad.

WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE REVENUE OR SALES THAT MAY BE GENERATED BY THE ADS OR THE VISIBILITY OF THE ADS.