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SELL ON PEPPERFRY

Selling on Pepperfry.com is fast, easy and profitable

Sell to millions of Pepperfry customers from 1000+ Cities in India

Sell your merchandise to customers 24 hours a day, 365 days an year

Pepperfry takes care of all the aspects of selling online, listing and shipping

Ramp-up sales without any upfront costs, pay us fees only when you sell

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    Merchant Services Agreement

    This document is an electronic record in terms of Information Technology Act, 2000 including all its amendments and rules made thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. A print version of the Agreement is located here and we strongly recommend you keep a print out of this version for your records.

    E-COMMERCE SERVICES AGREEMENT

    This E-Commerce Services Agreement (hereinafter referred to as "Agreement") is made on the day of your acceptance of this Agreement from your designated electronic mail address or in any other form of electronic record including, if applicable or provided, clicking on the check box or "I Agree" / "Accept" button or by any other means which construe your acceptance of this Agreement ("Execution Date") by and between

    You, the details of which are given by you on the website on which this Agreement appears, a natural or juristic person competent to enter into valid and legally binding contract under applicable Indian laws inter alia, a person of legally sound mind, not adjudicated bankrupt and equal to or more than 18 years of age on the Execution Date. If You are a juristic person then the person accepting this Agreement represents that such person is duly authorized by You to bind You to this Agreement and the designated electronic mail address is valid and subsisting and allotted by You to such person (hereinafter referred to as "Merchant" which expression shall unless repugnant to the context and meaning thereof, include its heirs, legal representatives, successors, liquidators, receivers, administrators and permitted assigns), of One Part;

    And

    TrendSutra Platform Services Private Limited, a Company incorporated under the provisions of the Indian Companies Act, 1956 and having its registered office at TrendSutra Platform Services Pvt. Ltd. 101, Ackruti Corporate Park, LBS Marg, Kanjurmarg (West),Mumbai 400 079 (hereinafter referred to as "Service Provider" which expression shall unless repugnant to the context and meaning thereof, include its successors, liquidators and assigns), of Other Part.

    Company and Service Provider shall hereinafter be individually referred to as "Party" and collectively as "Parties".
    Whereas,

    1. Company is inter alia engaged in the business of developing and/or manufacturing and/or selling various goods and related services in the Territory through the Platform (as defined hereinbelow) to customers [who have/may have registered as members of the Platform] ("Business");
    2. Service Provider is inter alia in the business of developing and operating e-commerce businesses for independent third party retailers and manufacturers and providing for those entities / persons Service Provider's proprietary technology, website design and development capabilities, order processing capabilities, customer service capabilities, fulfillment capabilities and centralized inventory, invoicing and payment management to enable those entities / persons to offer e-commerce to their customers and such services include Platform Services (as defined hereunder) and Transaction Support Services (as defined hereunder) ("Service Provider Business");
    3. Company has approached Service Provider to avail Service Provider Business for the purpose of Company's Business and Service Provider has agreed to make available Service Provider Business to Company;
    4. Service Provider has made and is in the process of making substantial investment both monetary, knowhow and otherwise to establish its trade name among consumers and distributors so as to create a retail image connoting a specific manner in which goods and services can be presented on and sold through the Platform;
    5. Both Service Provider and Company recognize that overall success of the Platform and trade names of the Service Provider and its Affiliates depends on the users of the Platform and public in general perceives Platform as a trusted online and electronic marketplace to buy and sell goods and services;
    6. The Parties wish to enter into this Agreement to document and record their mutual understandings and agreements in relation to the terms and conditions on which Service Provider shall make available Service Provider Business to Company and Company shall avail Service Provider Business.
    7. These recitals shall form part of the Agreement.

    Now therefore, in consideration of the mutual promises and other consideration, the sufficiency of which is acknowledged, the Parties, intending to be legally bound, agree as follows:

    1. DEFINITIONS

      "Affiliate" shall mean, with respect to each Party, any person or entity directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with a Party. "Control", "Controlled" or "Controlling" shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or owning the largest or controlling percentage of the voting securities of such person/entity.

      "Brand" or "Brand Name" shall mean "TrendSutraTM" or "PepperfryTM" or such other successor or replacement brand name / trade mark / service mark as may be decided by the Service Provider upon a prior intimation to the Customer.

      "Confidential Information" means and includes any and all information which is confidential to a Party including any (i) business information and business processes,(ii) any samples, formulations, specifications, data relating to manufacturing and quality control processes and procedures, (iii) advertising and marketing plans, (iv) any past, current or proposed development projects or plans for future development work, (v) technical, marketing, financial and commercial information whether relating to past or current or future, (vi) the commercial and business affairs of a Party, (vi) all customer related information including any rates and discounts and (vii) and with respect to the Service Provider shall include the End Customer Database.

      "Deliverable(s)" shall mean the specific materials, devices, products, services or other deliverables that are provided by Company to Service Provider during the course of performing Services as per this agreement and any annexure thereto.

      "End Customer" shall mean the retail customers to whom Company offers to sell or sells or from whom Company receives offers to purchase the Products through the Platform.

      "End Customer Database" shall mean all data / information (as may be updated from time to time) about the persons/ entities including their names, addresses, contact details, queries, orders and other requests made available by such persons / entities on the Platform or otherwise captured by the Platform that shall further include the usage, behavior, trends and other statistical information / data relating to such persons / entities, who (i) access the Platform or otherwise get invitation to the Platform or correspond with the Platform, (ii) place any order for Products on the Platform, or (iii) send any enquiry/ request with respect to the Platform, and shall include all analysis and records based on such aforementioned information, including the spending and other patterns of such persons/entitles and Products. For the avoidance of doubt, any list, description or other grouping of consumers or customers or any derivative work from End Customer Database shall be deemed to be End Customer Database.

      "Intellectual Property" includes ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets; trademarks, service marks, domain names, designs, utility models, tools, devices, models, methods, patents, copyright (including all copyright in any designs and any moral rights), design right, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research projects, and other confidential and proprietary information, computer programming code, databases, software programs, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments. The End Customer Database shall be considered to be the Intellectual Property of the Service Provider.

      "Intellectual Property Rights" means and includes (i) all rights, title or interest under any statute or under common law or under customary usage including in any Intellectual Property or any similar right, anywhere in the world, whether negotiable or not and whether registerable or not, (ii) any licenses, permissions and grants in Intellectual Property (iii) applications for any of the foregoing and the right to apply for them in any part of the world and (iv) all extensions and renewals thereto.

      "Payment Facilitation Services" shall mean facilitating the receipt of consideration for the sale and purchase of goods and services on the Platform either along with Platform Services or otherwise (for example cash on delivery services).

      "Platform" shall mean the website with a second level domain name / uniform resource locator (URL) bearing the Brand Name with any top level domain name whether presently available for registration or made available for registration at any future date.

      "Platform Services" internet based electronic platform in the form of an intermediary to facilitate sale and purchase of goods and services through Platform.

      "Product(s)" shall mean any and all goods and related services for which Service Provider makes available Service Provider Business to the Company.

      "Sale Price" shall be the price at which the Product is offered for sale by the Merchant on the Platform by using Platform Services to the End Customer. Parties agree that Sale Price is dynamic and volatile and may vary at different times and points of sale and therefore can be periodically and from time to time changed or revised by the Merchant in accordance with the terms of this Agreement.

      "Service Fees" shall mean the fees for availing either whole or part of the Service Provider Business in accordance with the terms of this Agreement and/or Commercial Terms (the term as defined in the Agreement).

      "Service Provider Business" shall have the meaning as set out Recital 2 hereinabove and shall include Platform, Platform Services, Payment Facilitation Services and Transaction Support Services.

      "Service Provider Content" shall mean the Platform, all the pages of the Platform, all the content contained in the Platform (excluding any third party content and advertisements), look and feel of the Platform, any and all information or content owned or controlled (e.g. by license or otherwise) by Service Provider or its Affiliates, including text, images, graphics, photographs, video and audio, and furnished by Service Provider or its Affiliates in connection with Platform Services, Transaction Support Services, Payment Facilitation Services and for the purpose of offering for sale of Products by the Company.

      "Term" shall have the meaning as set out in Section 13.1 hereto.

      "Territory" shall mean the entire world.

      "Transaction Support Services" shall include services in relation to support the sale of the goods and services by the Merchant to End Customer which shall include product listings, warehousing services, logistics management services, Payment Facilitation Services, customer support services and any other additional services that may be agreed between the parties.

    2. INTERPRETATION

      In this Agreement, unless the context otherwise requires:

      1. Words importing persons or parties shall include natural person, entity, partnership firm, organization, operation, company, HUF, voluntary association, LLP, joint venture, trust, limited organization, unlimited organization or any other organization having legal capacity;
      2. Words importing the singular shall include the plural and vice versa, where the context so requires;
      3. References to any law shall include such law as from time to time enacted, amended, supplemented or re-enacted;
      4. Reference to one gender shall include a reference to the other genders;
      5. References to the words "include" or "including" shall be construed without limitation;
      6. References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement , such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement;
      7. The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement.
      8. The word 'written' shall include writing in electronic form and 'signed' shall include electronic signature or any other electronic communication which signifies the sender’s or originator's intention to be bound by such electronic communication.
    3. SERVICES

      1. The Company appoints the Service Provider and Service Provider accepts such appointment to make available the Service Provider Business to the Company for the Products and in accordance with the terms of this Agreement and as listed in Annexure A.
      2. Company agrees and acknowledges that Service Provider is free to provide Service Provider Business and in the Territory in any manner and for any consideration as may be decided by Service Provider in its sole and absolute discretion.
      3. Service Provider in its sole and absolute discretion may refuse to provide any one or more of the Service Provider Business including Platform, Platform Services, Payment Facilitation Services and/or Transaction Support Services for any reason whatsoever and especially if providing such Service Provider Business to the Company can be detrimental to the reputation, goodwill and competitiveness of Service Provider or could cause any breach of any contractual commitments of the Service Provider and cause Service Provider to breach any applicable laws.
      4. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any annexure thereto, the terms of this Agreement shall prevail to the extent of such conflict or inconsistency.
    4. ADVERTISING, MARKETING AND SALES PROMOTION

      1. Service Provider as the proprietor and owner of the Platform and Platform Services and rights holder of the Brand Name may at its sole discretion carry out advertising and marketing activities in relation to promotion of the Platform, Platform Services and Brand Name in any manner and to any extend as may be deem fit by the Service Provider and for such purposes may engage in certain sales promotion activities to increase the sales of Products on the Platform. Service Provider and Company may agree on certain terms on which Company shall support such sales and marketing activities of Service Provider including providing discounts on the Products or other free of cost goods and services to the End Customers.
      2. Service Provider may at its sole and absolute discretion on reasonable commercial efforts basis market, promote or advertise the Products made available for sale by Company on the Platform in compliance with this Agreement.
      3. Where Company believes or is notified by other entity including any third party manufacturers of the Products that any promotion plan/ activity undertaken by Service Provider is against any applicable law or in breach of any contractual obligation of Company or such third party manufacturer (in both cases supported by a written legal opinion from a reputed advocate), Company shall intimate the same to Service Provider and upon such intimation, Service Provider shall within reasonable time cease such plan/ activities.
      4. Company agrees and acknowledges that Service Provider shall be solely responsible and have the sole right (between Service Provider and Company) for the design, look and feel, architecture, layout, positioning and all aspects of the Platform including listing, positioning, indexing, placement and tiering the Products offered for sale on the Platform by the Company and the Company shall not question or dispute such exercise of right or discharge of responsibility by the Service Provider.
      5. Service Provider shall be solely responsible at Service Provider's sole discretion to sell or license any and all advertising and promotional time and space with respect to Platform including web-pages or such portions of the Platform that contains the details of the Products. The advertisement and promotions on any part of the Platform may include video advertising, display/banner/text advertisements, including but not limited to medium rectangle, leader-board, roadblock, hyperlink, page branding, framing, widgets, pop-ups, pop-under, network advertisements (for the sake of example, Google AdSense) available on the Platform. Service Provider shall have the sole right and discretion to decide the style, placement and format of the advertisement and promotion and the price and/or any other consideration, if any, for the sale and license of such advertisement and promotion. Except for the facilitation of payment of sale consideration of the Product through Payment Facilitation Services, Service Provider and/or its Affiliates shall be entitled to retain any and all revenues generated from any sales or licenses of all such advertisements and promotions.
      6. Service Provider shall reasonably ensure that all advertisement/ promotion activities undertaken by the Service Provider:
        1. do not contain any material that, in its knowledge, would infringe or violate any intellectual property rights or any other personal or proprietary right of any person; and
        2. are not obscene or libelous; and
        3. comply with all applicable laws including standards and rules set forth by the Advertising Standards Council of India or any other relevant government authority.
    5. END CUSTOMER DATABASE

      1. The End Customer Database shall be proprietary to the Service Provider. Service Provider shall alone retain all rights including all Intellectual Property Rights in the End Customer Database and unless specifically agreed to in writing by the Service Provider, no rights in or to the End Customer Database are deemed to have been granted to the Merchant. To the extent Merchant derives any rights in the End Customer Database by virtue of it undertaking the Merchant Business the Merchant shall hold such rights in trust for Service Provider and the Merchant shall do and undertake all such acts to exclusively assign such rights in the End Customer Database to the Service Provider. The Merchant further agrees that (a) all the End Customer Database shall be treated as Confidential Information of the Service Provider for the purposes of this Agreement; (b) Service Provider being the owner and proprietor of the End Customer Database shall be entitled to use, store and exploit the same in any manner as may be deem fit by the Service Provider and in accordance with Service Provider’s privacy policy as provided on the Platform from time to time; and (c) Merchant shall not use the End Customer Database other than selling the Products by availing Service Provider Business or required for law enforcement purposes and shall in no way sell, transfer or otherwise exploit the End Customer Database without the express written consent of the Service Provider.
    6. CONSIDERATION AND PAYMENT TERMS

      1. Payments to be made by Company
        1. In consideration of the provision of Services as set out in Annexure A by the Service Provider, the Company shall pay the Service Provider Service Fees which shall be calculated in the manner as specified in Annexure A.
        2. Service Fees for any additional Service shall be as set out in Annexure A.
        3. Parties agree that the details of terms memorialized by the Commercial Terms are dynamic in nature and will evolve or vary as the operating, promotional, marketing and business environment of the Service Provider or user behavior on the Platform changes and evolves and therefore the Commercial Terms will be adjusted or revised from time to time or sometime occasionally or frequently by the Parties as necessary or appropriate during the Term of the Agreement to accurately reflect the evolution of the aforesaid environment and conditions. Such revisions would be with the mutual consent of the Parties which consent can be oral, written or implied. For any oral consent, Service Provider may on reasonable basis confirm such oral consent within reasonable time from such consent and through written records including through electronic communications
      2. Payment Terms
        1. Service Provider shall have the right to receive the Services Fees from the amounts due to the Company under Payments Facilitation Services. To the extent the Service Provider is unable to receive the Service Fees from the Payment Facilitation Services as aforesaid; the Company shall make all payments within ten (10) business days of receipt of the relevant invoice from the Service Provider.
        2. Company shall be entitled to make any deduction or withholding in accordance with applicable law and shall provide the necessary tax deduction certificates to the Service Provider.
      3. Taxes
        1. Each Party shall be responsible for any and all taxes on its business, and taxes based on its net income or gross receipts. However, Service Provider shall be entitled to charge service tax or any other indirect taxes as applicable on the Service Fees.
    7. ADDITIONAL OBLIGATIONS OF SERVICE PROVIDER

      1. Service Provider shall reasonably maintain the Platform and Platform Services and shall on reasonable efforts basis provide Transaction Support Services and other services comprising Service Provider Business.
      2. Service Provider shall reasonably maintain the registration of domain name in relation to the Platform during the Term at its own costs free from any and all encumbrances, including encumbrances which may lead to any adverse effect on Service Provider's registration of the domain name or its use of the Platform.
      3. In order to process payments made by End Customers and to generally provide Payment Facilitation Services, Service Provider shall reasonably maintain appropriate contracts with payment gateways and shall comply with the applicable laws.
      4. Service Provider shall ensure that it has or procures adequate technology as necessary to maintain the Platform and perform the Service Provider Business under this Agreement.
      5. Service Provider, as a part of Transaction Support Services, shall list the Products on the Platform for the Merchant at the Sale Price provided or informed by the Merchant. Service Provider acknowledges that the Sale Price is dynamic and volatile and may vary at different times and points of sale and that the Merchant reserves the right to change or modify the Sale Price of the Product at any time before the same is bought by the End Customer on the Platform. The intimation of such revisions of the Sale Price could be oral or in writing. For any oral intimation, Service Provider may on reasonable basis confirm such oral intimation within reasonable time from such intimation and through written records including through electronic communications.
    8. OBLIGATIONS, COVENANTS AND WARRANTIES OF COMPANY

      1. Company shall not use the Service Provider Business for any purpose other than Company's Business and in relation to the Products.
      2. Company shall manage and maintain sufficient inventory of the Products which the Company offers to sell to End Customer on the Platform through Platform Services and shall mandatorily deliver the Products as purchased by the End Customer to the Service Provider within such time as may be prescribed in Annexure A.
      3. Company shall deliver exactly the same product to the Service Provider for availing Transaction Support Services from Service Provider in relation to the sale of Products to End Customer.
      4. Company shall offer the Products for sale on the Platform on a price which shall be inclusive of all taxes, duties, levies, warehousing, packaging, shipping and logistics charges and all other charges other than any entry taxes / octroi as applicable in the city or municipal limits of the End Customer.
      5. Company shall undertake all the necessary after sales services to the End Customer including providing warranty / guarantee / replacement services to the Products.
      6. Company shall provide necessary access to the Service Provider to inspect the warehouse, manufacturing facilities or other facilities and offices of the Company in order to ensure Company is able to comply with its sales obligations to the End Customer. Company acknowledges and agrees that this ingress, regress and inspection rights of the Service Provider is to ensure the goodwill of the Platform, Platform Services and Brand Name and to provide good user experience to the End Customer.
      7. Company shall ensure that Company employs sufficient staff to meet and fulfill the requirements of this Agreement and to sell, deliver and service the Products sold to the End Customers through Platform Services. Company shall further ensure that the Company's staff shall participate in the relevant training programs as organized or approved by the Service Provider from time to time.
      8. Company shall not print, emboss or otherwise display any brand name, trade name, and trademark, service mark on the Product, on the packing material and on the invoice other than those displayed while making the sale offer on the Platform while packing the products for delivery to Service Provider to avail Transactional Support Services.
      9. Company shall provide series of invoice numbers in relation to the Products sold to the End Customer(s) through Platform Services and such invoice number shall correspond to the books of accounts of the Company as maintained by the Company under applicable law. As a part of availing Transaction Support Services, the Company hereby authorizes Service Provider and Service Provider Affiliates to issue the invoices containing invoice number from the aforesaid series to the End Customer on behalf of the Company for the sale of Products. The Company further authorizes Service Provider and Service Provider Affiliates to include the Brand Name on the invoice and for the avoidance of doubt, the inclusion of the Brand Name shall not create any relationship of agency, representative, partnership, joint-venture or otherwise between the Company and Service Provider and the relationship shall always remain as that of an independent contractor. Company acknowledges and agrees that Service Provider shall provide in the invoice all the necessary details of the taxes, duties and other statutory levies applicable on the sale and delivery of the Product(s) to the End Customer and it shall be the duty and obligation of the Company to correctly and timely pay or deposit such taxes etc. to the appropriate government and shall indemnify, defend and hold harmless Service Provider, Service Provider Affiliates and their respective shareholders, directors, officers, employees, contractors and agents in the event Company defaults in making the payment of such taxes etc.
      10. The Products offered to be sold by the Company on the Platform and subsequent delivery of the same to the Service Provider shall (a) exactly conform to the specifications and representations made by the Company on the Platform; (b) shall comply with all the applicable laws of both the territory of the Company, the place from where Company dispatches the Products to the Service Provider and the place of final delivery to the End Customer; (c) not infringe any third party's intellectual property rights including trademark, service mark, copyrights, patents, design rights, know how, traditional knowledge and geographic indication whether in India or anywhere in the world; and (d) not violate any international trade, import and export related laws including parallel imports.
      11. Company agrees and acknowledges that the title in the Products shall only be transferred from Merchant to the End Customer upon delivery of the Products to the End Customer. For the avoidance of doubt, the title and risk on the Products for any delivery of Products to Service Provider for providing any Transaction Support Services before the purchase of Products by the End Customer on the Platform shall always remain with the Merchant. The Merchant may in its sole discretion take appropriate insurances to safeguard itself from any loss, breakage, theft or damage of the Products till such time the Products are actually delivered to the Service Provider and Service Provider has acknowledged the receipt of the delivery of such Products. The Merchant shall be the lawful owner or the lawful right holder in the Products offered and/or sold on the Platform to the End Customer and the Products at time of listing of the same on the Platform and for all times thereafter shall be free from any encumbrance, charge, lien or any security or third party interests. Merchant hereby irrevocably and unconditionally waives all its liens whether contractual, statutory, equitable or otherwise including those related to unpaid seller on the Products once the Products have been delivered by Merchant to either Service Provider or to the End Customer or to any carrier or bailee.
      12. Company shall pass on the full warranty or guarantee received on the Products from the third party manufacturers or third party suppliers to the End Customer and shall fully support the End Customer to enforce such warranty or guarantee.
      13. Company shall at no point represent or hold itself out as an agent or representative or an Affiliate of the Service Provider. The sale and purchase transaction between Company and the End Customer shall be a bi partite contract between them and Service Provider is merely facilitating the transaction between Company and End Customer as an intermediary and a conduit by making available Service Provider Services and Payment Facilitation Services to Company and End Customer.
      14. Company shall provide such necessary assistance (at no additional direct cost to Service Provider) as may be required to facilitate Service Provider to carry out its obligations under this Agreement.
      15. Company shall not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the Brand Name.
      16. Company shall not do, cause or authorize to be done anything which will or may:
        1. impair, damage or be detrimental to the rights, reputation and goodwill associated with the Service Provider, its Affiliates, shareholders or directors and/or the Brand Name;
        2. bring the Brand Name or the Platform into disrepute or any claim by third parties; or
        3. may jeopardize or invalidate the Brand Name, Platform registration or any rights associated thereto;
      17. Company shall not use or register anywhere in the world, the Brand Name or any other trade mark, trade name or domain name, except as authorized under this Agreement, which, in Service Provider's reasonable opinion, is identical, improvement over, dilution of, combination involving or confusingly similar to, the Brand Name or, that constitutes any translation thereof into any language.
      18. Company understands and acknowledges that the Brand Name and reputation of Service Provider is of utmost importance for its business and that the conduct of Company in the performance of this Agreement and otherwise would have material impact and bearing on such Brand Name and reputation of Service Provider. Further Company understands and acknowledges that the obligations and covenants placed on Company in this Section or elsewhere in the Agreement are essential for the maintenance of quality control and protection of Brand Name, and to ensure timely payments to Company. Accordingly Company acknowledges that no hardship or onerous obligation is being placed on Company under this Agreement.
    9. INTELLECTUAL PROPERTY

      1. Intellectual Property Rights In Relation To Brand Name
        1. Company acknowledges Service Provider's absolute ownership of, interest in and rights to the Brand Name and the Platform.
        2. Without limitation to the foregoing, Company acknowledges and agrees that all goodwill in or associated with the Brand Name, including any goodwill generated or arising by or through Service Provider's or Company's activities pursuant to this Agreement shall accrue for the benefit of and shall belong exclusively to the Service Provider.
        3. No right or interest in the Brand Name are granted or deemed to be granted by the Service Provider to the Company.
      2. Intellectual Property Rights In Relation To Service Provider Content and Services Provider Business

        Service Provider shall retain sole ownership of all the intellectual properties, know how or other proprietary rights in the Service Provider Content and Service Provider Business and no right or interest is granted or shall be deemed to be granted by Service Provider to the Company. To the extent Service Provider Content contains any proprietary content or information of the Company, the Company hereby grants a royalty-free and world-wide license to such content or information including a right to creative derivative product of such content or information.

    10. CONFIDENTIALITY

      1. Each Party may disclose to the other such Confidential Information as may be necessary to further the performance of this Agreement.
      2. The receiving Party undertakes to the disclosing Party:
        1. to keep confidential the disclosing Party's Confidential Information;
        2. (not to disclose the Confidential Information in whole or in part to any other person without the disclosing Party's prior written consent, except to the receiving Party's employees, agents and sub-contractors involved in the performance of this Agreement on a confidential and need to know basis and provided that employees, agents and sub-contractors are bound by written agreements of confidentiality which are at least as stringent as the provisions of this Agreement; and
        3. to use the Confidential Information solely in connection with the performance of this Agreement.
      3. The aforementioned confidentiality obligations shall not extend to Confidential Information which:
        1. has ceased to be confidential without default on the part of the receiving Party;
        2. has been received from a third party who did not receive it in confidence;
        3. the receiving Party is required by any court, government or other regulatory body to disclose, but only to the extent required by law, provided that the receiving Party gives the disclosing Party written notice as soon as practicable of such requirement and consult in good faith the disclosing party on the content and manner of any disclosure.
      4. Upon request by the disclosing Party, the receiving Party must deliver to the disclosing Party all documents and other materials in any medium in its possession or control which contain or refer to the disclosing Party's Confidential Information. If the documents or other materials are not capable of being returned, the receiving Party must destroy and certify the destruction of such documents and materials to the reasonable satisfaction of the Disclosing Party.
      5. Your and Merchant personal / sensitive personal data / information shall be governed by the Privacy Policy of the Platform, which terms (including all amendments, modifications, reinstatements and substitutions) shall be deemed to be incorporated herein by way of reference.
    11. INDEMNIFICATION AND LIMITATION OF LIABILITY

      1. Company shall promptly on demand indemnify, defend and hold harmless the Service Provider and its Affiliates and their officers, directors, shareholders, employees and agents ("Indemnified Parties") for and against all claims, liabilities, costs and expenses (including reasonable attorney's fees) incurred or to be incurred by the Indemnified Parties that arise out of, in any way relate to, or result from any breach by the Company of any of the provisions of this Agreement, or negligence, fraud or willful misconduct of the Company or its Affiliates and their respective officers, directors, shareholders, employees, contractors, sub-contractors, agents and personnel. For the avoidance of doubt, it is further clarified that the right to indemnification in connection with any of the aforesaid claims of cause of action is independent and in addition to other rights and remedies of the Indemnified Person that may be available at law or in equity. Service Provider shall have a lien on the Products and on the consideration received from the End Customer for the sale of Products on the Platform till such time Company has fully indemnified Service Provider in accordance with this Agreement. In the event Company is unable to indemnify the Service Provider within a reasonable period of time, Service Provider shall be entitled to sell or otherwise dispose of the Products and set off the proceeds out of such sale and disposing off against Service Provider's indemnification claims and/or if permitted under law or by virtue of any order of any court of law Service Provider shall be entitled to receive the sale consideration from the payment gateway which otherwise would have remitted by such payment gateway to the Company and/or set off the amounts received by Service Provider from the End Customer who has availed cash on delivery services.
      2. Service Provider's Limitation of Liability:

        SERVICE POVIDER SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO THE COMPANY OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF THIS AGREEMENT. Service Provider's entire liability to Company under this Agreement or under any applicable law or equity shall be limited solely to direct losses sustained by the Company as a result of the gross negligence or wilful misconduct of the Service Provider and its Affiliate and their respective directors, officers, employees and agents in the performance of their respective services and other obligations under this Agreement. In no event shall the Service Provider be liable, vicariously or otherwise, to the Company and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the amounts paid by the Company to the Service Provider in the immediately preceding twelve month period under this Agreement - if such losses et al are due to Platform Services or the cost of the Products (excluding Services Fees) sold by the Company to End Customer - if such losses et al are due to Transaction Support Services.

    12. FURTHER REPRESENTATIONS AND WARRANTIES

      1. In addition to other representations and warranties in this Agreement, each Party represents and warrants as follows:
        1. it is a corporation duly organized, validly existing, and in good standing under the laws of its incorporation;
        2. execution and performance of this Agreement by such Party and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of such Party and do not and will not conflict with or result in (a) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which such Party is a party that would materially adversely affect such Party's ability to perform its obligations under this Agreement; or (b) a breach of any applicable law;
        3. it shall comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement.
      2. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
      3. Service Provider specifically disclaims any and all warranties with respect to the Platform, Platform Services and Payment Facilitation Services and these are provided on 'as is' basis.
    13. TERM OF AGREEMENT

      1. This Agreement shall commence on the Effective Date and shall be valid until termination. ("Term").
      2. Either party shall have the right to terminate this Agreement and all then existing annexure (s) issuing a 30-day prior notice of termination in writing.
      3. Either party shall have a right to terminate this Agreement or any annexure thereto upon any material breach of this Agreement by the other Party provided that where in the reasonable opinion of the non-breaching Party, such breach is capable of cure, the non-breaching Party shall not terminate this Agreement / any annexure thereto without providing the breaching Party a cure period of [thirty (30) days] to cure such breach and provide the non-breaching Party with necessary documents satisfactorily evidencing cure of such breach.
      4. Service Provider shall have the right to terminate this Agreement upon occurrence of any insolvency event in relation to Company. It is clarified that an insolvency event in relation to Company shall be deemed to have occurred upon occurrence of any of the following:
        1. Company has ceased to carry on or threatens to cease the Business; or
        2. Company has passed an effective resolution or a binding order has been made for its winding up except under a scheme of amalgamation; or
        3. Company has become insolvent or has entered into liquidation (unless such liquidation is for the purposes of a fully solvent reorganization); or
        4. Company has entered into, or taken steps to enter into, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganization or dissolution in any jurisdiction, or a petition is presented or other step is taken by any person with a view to any of those things.
    14. CONSEQUENCES OF TERMINATION

      1. Upon expiry or termination of this Agreement all Confidential Information and any other materials which may have been provided by one Party to the other shall be forthwith returned and the returning Party shall certify such return and all copies thereof or any other material or information which cannot be returned, shall be destroyed completely;
      2. Termination of this Agreement shall not relieve any Party of any of its obligations or liabilities and affect the rights and remedies of a Party, which have accrued prior to the date of termination.
      3. The provisions of this Agreement contained in Sections 9 (Intellectual Property), 10 (Confidentiality), 11 (Indemnification), 12 (Representations and Warranties), 14 (Consequences of Termination), 15 (Governing Law) and 16 (Dispute Resolution), 17.2 (Notices) shall survive the termination of this Agreement.
      4. Termination of this Agreement shall not affect any obligations or duties of the Company and Service Provider towards the End Customer which obligations or duties accrued before the termination of this Agreement.
    15. GOVERNING LAW

      1. This Agreement shall be governed by the laws of India without giving effect to its principles of conflict of laws. Subject to the provisions of Section 16 (Dispute Resolution); the courts at Mumbai shall have the exclusive jurisdiction in respect of any matter or dispute under or connected with this Agreement, each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on the Merchant anywhere in the world, whether within or without the jurisdiction of any such court including on the designated electronic mail address.
      2. You and Company shall not accept this Agreement and use the Platform if You and Company does not wish to submit to the aforesaid applicable laws and jurisdiction.
    16. DISPUTE RESOLUTION

      1. Any dispute which arises between the Parties shall be attempted to be resolved by good faith discussions between the Parties.
      2. Where the Parties are unable to resolve such disputes by good faith discussions within a period of thirty (30) business days from the date of a written notice by either Party notifying existence of such dispute, either Party shall be free to refer the dispute to arbitration in accordance with this Section. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceeding.
      3. The arbitration shall be governed by the Indian Arbitration and Conciliation Act, 1996 for the time being in force, and/or any statutory modification or re-enactment thereof.
      4. The place and seat of arbitration shall be Mumbai and the language of the arbitration shall be English.
      5. The arbitration shall be conducted by three (3) arbitrators. Each Party shall appoint one arbitrator each and the two appointed arbitrators shall appoint a presiding arbitrator. In case the Parties fail to appoint their respective arbitrators within thirty (30) days from the submission of dispute for settlement through arbitration in accordance with Section 16.2 above, or the two appointed arbitrators fail to appoint the presiding arbitrator with thirty (30) days from the date of appointment of the later of the first two arbitrators, a sole arbitrator shall be appointed in accordance with the Indian Arbitration and Conciliation Act, 1996 by the appropriate court of law.
      6. The award rendered shall be in writing and shall set out the facts of the dispute and the reasons for the arbitrator's decision. The award shall apportion the costs of the arbitration as the arbitrator deems fair.
      7. Notwithstanding anything contained in this Agreement, both Parties agree and acknowledges that the covenants and obligations with respect to the matters covered by this Agreement and set forth herein relate to special, unique and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause irreparable loss and injury to the aggrieved Party. Therefore notwithstanding the provisions of this Agreement, either Party shall be entitled to approach any appropriate forums for obtaining an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate.
    17. GENERAL CLAUSES

      1. Independent contractors
        The relationship between Parties is on principal to principal basis. Nothing in this Agreement shall be deemed to constitute either Party a partner, joint venture agent or legal representative of the other Party, or to create any fiduciary, employer-employee relationship between the Parties.
      2. Notices and Correspondences
        Notice:Any notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and shall be deemed received by the Party to which it is sent (i) upon delivery when delivered by hand, (ii) three (3) days after being sent, if sent with all sending expenses prepaid, by an express courier with a reliable system for tracking delivery, (iii) when transmitted, if sent by confirmed facsimile, or (iv) fourteen (14) days after the date sent, if sent by certified or registered mail, postage prepaid, return receipt requested, addressed as follows:
        If to the Company: If to the Service Provider:
        Address: TrendSutra Platform Services Pvt. Ltd. 101, Ackruti Corporate Park, LBS Marg, Kanjurmarg (West),Mumbai 400 079
        Tel: 022 61590000
        Fax: 022 61590001
        Attention: Mr. Ashish Shah
        [Service Provider may change the aforesaid address by posting the same on the Platform]
        1. General communications through electronic mode:
        2. When the Merchant uses the Platform or send emails or other data, information or communication to Service Provider, Merchant agrees and understands that Merchant is communicating with Service Provider through electronic records and Merchant consents to receive communications via electronic records from Service Provider periodically and as and when required. Service Provider will communicate with Merchant by email at the designated electronic mail address provided by the Merchant at the time of registration.
      3. Assignment and Sub-Contracting
        Company shall not assign any of its rights, obligations or responsibilities under this Agreement without the prior written consent of Service Provider and in absence of such consent any such assignment shall be null and void. All terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and authorized assignees. Merchant understands, acknowledges and agrees that Service Provider may sub-contract one or more of the Service Provider Business to any third party including Affiliates.
      4. Press Releases / Public Statement:
        Unless required by law, neither the Company nor Service Provider will make any public announcement or issue any press release concerning the transactions contemplated by this Agreement without the prior consent of the other Party.
      5. Amendment and evolution of Commercial Terms on periodic basis
        Service Provider may amend this Agreement, Commercial Terms and Platform Policies at any time by posting a revised version on the Platform. All updates and amendments may be notified to Merchant on designated electronic mail address. Merchant is advised to regularly check for any amendments or updates to the terms and conditions contained in this Agreement, Commercial Terms and Platform Policies. It is strongly advised that Commercial Terms be checked on daily basis as these evolve on regular basis based on certain criteria. Merchant’s using Platform, Platform Services or Service Provider Business after Service Provider’s amendment to this Agreement, Commercial Terms and Platform Policies shall be deemed to be Merchant’s unconditional and absolute acceptance of such amendments (effective from the date such amendments were made by the Service Provider). If Merchant does not agree to the change or amendments, Merchant can cease using the Service Provider Business (except for those Products which have been bought by the End Customers) and may terminate this Agreement.
      6. Severability
        It is the intent of the Parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.
      7. Waiver
        Except as expressly provided in this Agreement, no waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.
      8. Further Assurance
        Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of this Agreement and to ensure the complete and prompt fulfillment, observance and performance of the provisions of this Agreement and generally that full effect is given to the provisions of this Agreement.
      9. Covenants Reasonable
        The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant will apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
      10. Independent Rights
        Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such right shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.
      11. Announcements
        Except as may be required by any Applicable Law, no announcement or circular in connection with the subject matter of this Agreement shall be made or issued by or on behalf of any Party before, on or after the date of Closing or without the prior approval of the other Party, provided such approval shall not to be unreasonably withheld or delayed.
      12. Counterparts
        This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts. This Agreement may be executed by delivery of the signature page hereof by facsimile transmission.
      13. Counsel and management participation
        You and Merchant acknowledge and confirm that you attorneys and management representatives have read, reviewed and approved this Agreement and that You and Merchant have had the benefit of its independent legal counsel’s advice with respect to the terms and provisions hereof and its rights and obligations hereunder.
      14. GRIEVANCE OFFICER
        In accordance with Information Technology Act, 2000 and the rules made thereunder, the name and contact details of the Grievance Officer currently is Mr. Ajay Rajpal with address at TrendSutra Platform Services Pvt. Ltd. 101, Ackruti Corporate Park, LBS Marg, Kanjurmarg (West),Mumbai 400 079 with email ID: Ajay.r@pepperfy.com. Any change shall be communicated on the Platform. Service of notice for Dispute Resolution and for purposes other than those which are required under Information Technology Act, 2000 to be given only to the Grievance Officer shall not be valid.

    PEPPERFRY.COM MARKETPLACE POLICY - DIRECSHIP

    For the purpose of this Marketplace Policy (hereinafter referred to as this "Policy"), wherever the context so requires, "you" and "your" shall relate to any natural or legal person who has agreed to become a merchant / seller on the pepperfry.com (the "Website"). The word "Customer" shall mean a buyer who places an order on the Website, and the terms "Pepperfry" "we", "us" and "our" shall mean Trendsutra Platform Services Private Limited, a company incorporated under Companies Act, 1956 with registered office at 101, Ackruti Corporate Park, LBS Marg, Kanjurmarg (W), Mumbai 400079 Maharashtra (India).


    We at Pepperfry give customer satisfaction the highest priority, and expect our merchants to support us in delighting our users and Customers. As a merchant, whilst selling on the Website, you are expected to deliver prompt and efficient service to ensure that the Customer's experience of shopping on the Website is a delightful one. In addition to the terms and conditions detailed in our E-Commerce Services Agreement, we have the following expectations from you:

    1. Order Fulfilment and Timely Shipments
      1. (a) You are expected to process orders received from the Customers through the Website in a timely manner and provide the same to the Customers within the stipulated timelines (as agreed at the time of your registration as a merchant on the Website, and as displayed on your login page ("Merchant Dashboard") failing which the order shall be cancelled for non-fulfillment.
      2. (b) Providing a hassle-free shopping experience to the Customer is of utmost priority, and we would like to reiterate that adherence to pre-agreed timelines for shipping of products is of essence to our relationship with you. If the products are not delivered to the Customer within the stipulated timelines, the order may be cancelled and we may be required to process a refund of the amount paid by the Customer for the same.
      3. (c) In spite of cancellation of an order due to non-fulfillment of the same, or delay in shipment of the product on your part, we shall be entitled to charge our fee to you in respect of such cancelled order, in consideration for the services provided by us to facilitate such order, and such fee may, at our sole discretion, be adjusted against subsequent remittances, or independently claimed from you
      4. (d) Any failure to adhere to the timelines for fulfillment of an order or timely shipment of the product ordered by the Customer will be considered to be non-performance of your obligations, and repeated non-performance may lead to temporary or permanent suspension of your selling privileges on the Website.
      5. (e) In addition to the above, you shall be liable to indemnify us and the other Indemnified Parties (as defined in the E-Commerce Services Agreement) in accordance with the E-Commerce Services Agreement, for any cancellation due to non-fulfillment, or non-fulfillment of an order.
    2. Merchant Remittances
      1. Payments for orders that have been fulfilled shall be remitted to your account, post receipt of funds through the payment gateways, as per applicable laws and within the T+3 timeline prescribed by the Reserve Bank of India (wherein “T” shall mean the date on which the product is successfully delivered to the Customer).
      2. Remittances are usually processed twice a week, i.e., on Monday and Thursday of every week. In the event a Monday or Thursday is a bank holiday or any public holiday, the remittances shall be processed on the next working day.
      3. All remittances shall be processed after applying / off setting all adjustments due from your account. If you have any queries with respect to the amounts being remitted to your account, please contact our Payments Team.
    3. Know Your Customer ("KYC") mandate
      1. You will be required to complete the KYC procedure for verification of your identity and of the bank account you provided to us for receiving remittances as outlined above, as required by the bank and as per our internal requirements. Failure to comply with this requirement will result in remittances being frozen, until the required documents are submitted and validated by us.
      2. You may provide any of the following documents for the KYC procedure:
        KYC
        • TIN/VAT (Business name to be same as on TIN);
        • CST;
        • PAN Card;
        • Cancelled cheque with the name of the Company printed on it;
        • Declaration (in case of sole proprietorship).
      3. The documents submitted by you should correspond to, and should validate the details provided by you on the Merchant Dashboard.
    4. Item Quality, Customer Complaints, and Refunds
      1. In addition to the covenants and warranties provided by you under the E-Commerce Services Agreement, you should ensure that the items being sold to Customers are of high quality and in good working condition, and are not Unsuitable Products. For the purpose of this policy, the term “Unsuitable Product” means a product (a) that is defective, damaged, or lacking required label(s), (b) that does not conform to the standards and the quality control checklist shared by us, or (d) that we determine to be unsuitable and unfit to be sold on the Website.
      2. As per applicable laws, post sales, delivery of goods to the Customer and Customer satisfaction will be your (seller) responsibility. In the event a Customer reaches out to our Customer Support Team and informs us that an item has not been received, then our Customer Support Team may require you to furnish the proof of delivery ("PoD") within 5 (five) days of such intimation. As agreed at the time of your registration on the Website, and as per applicable laws, our Customer Support Team may assist you with ensuring customer satisfaction and resolving complaints received from Customers, with respect to products sold by you on the Website.
      3. On failing to receive the PoD from you within a reasonable time, we will be compelled to record the order as not having been fulfilled, and you will receive a notification on the Merchant Dashboard intimating you of such record. In such event, the Customer will be entitled to a refund of the amount paid by him/her for the relevant product. You hereby agree to cooperate with us in order to resolve, to the Customer’s satisfaction, all cases of items that may have been shipped but not received.
      4. You agree to accept all products that are sold by you on the Website and shipped, that may not have been delivered successfully to the Customer, and are returned to you by your delivery partners. In such event also, the Customer will be entitled to a refund of the amount paid by him/her for the relevant product.
      5. Repeated complaints from Customers with regard to the same product or type of product may result in discontinuation of the listing of that particular product or type of product on the Website, and disciplinary action against you including temporary or permanent suspension of your selling privileges on the Website.
      6. If the amount that is required to be refunded to the Customer is less than INR 1,000 (Rupees One thousand only) (for products under the Engagement and Utility Categories) and less than INR 5,000 (Rupees Five thousand only) (for products under the Furniture Category), we may not insist on the Customer returning the relevant product to you (in consultation with your team). However, if the amount required to be refunded to the Customer is higher than as mentioned herein, you will be expected to arrange to have the relevant product picked up from the Customer’s premises. We do not guarantee the return of such products, and further disclaim all responsibilities and liabilities for any product that has not been returned by the Customer. However, this shall not prevent you from independently pursuing a return claim against the Customer.
      7. In the event the Customers are provided with refunds for products purchased from you, we shall, at our sole discretion, be entitled to set off the amounts payable to us (including our commission/remittance charge) against subsequent remittances to you, or independently claim the same from you.
      8. As per applicable laws, you will be solely responsible for any warranties or guarantees for the products being sold by you on the Website.
    5. Merchant Returns and Debit
      1. In the event of cancellations by the Customer prior to the product being delivered to Customer:

         

        Recovery for the Product Cancelled

        Reason for Refund

        Pepperfry Fee

        Remittance Fee

        Out of Stock

        Yes

         No

        Missed Timeline

        Yes

         No

      2. In the event of cancellations by the Customer post the product having been delivered:

        Reason for Refund

        Recovery for the Product Cancelled

        Pepperfry Fee

        Remittance Fee

        Defective Product

        Yes

        Yes

        Incorrect Product

        Yes

        Yes

        Incomplete Product

        Yes

        Yes

        Damaged Product

        Yes

        Yes


        All cancelled products will be required to be picked up from the Customer’s premises within 7 (seven) days of notification of the cancellation on the Merchant Dashboard.
    6. Terms of Packaging
      1. We may provide packaging materials containing logos, words, trademarks, and other intellectual property owned by us, to you, so that the order items can be packaged and shipped to the Customer in a consistent manner.
      2. Nothing contained in this policy or in any other agreement entered by you with us shall deem to grant any rights to you, in any intellectual property owned by us. You hereby agree to use the packaging material that may be provided by us (if any), in order to pack and ship the items ordered by a Customer through our Website. It is hereby clarified that you shall not use the Pepperfry packaging material on any products that are not being sold on the Website.
      3. All terms relating to intellectual property, as detailed in our E-Commerce Services Agreement, shall apply to you as if reproduced herein.
      4. In the event your DirectShip privilege is revoked, or terminated, you shall return all remaining, unused packaging material to us, or destroy all remaining stock of packaging material, to the satisfaction of Pepperfry.

    Pepperfry.com Marketplace Policy - Non DirecShip

    For the purpose of this Marketplace Policy (hereinafter referred to as this "Policy"), wherever the context so requires, "you" and "your" shall relate to any natural or legal person who has agreed to become a merchant / seller on the pepperfry.com (the "Website"). The word "Customer" shall mean a buyer who places an order on the Website, and the terms "Pepperfry" "we", "us" and "our" shall mean Trendsutra Platform Services Private Limited, a company incorporated under Companies Act, 1956 with registered office at 101, Ackruti Corporate Park, LBS Marg, Kanjurmarg (W), Mumbai 400079 Maharashtra (India).

    We at Pepperfry give customer satisfaction the highest priority, and expect our merchants to support us in delighting our users and Customers. As a merchant, whilst selling on Pepperfry.com (the "Website"), you are expected to deliver prompt and efficient service tonsure that the Customer's experience of shopping on the Website is a delightful one. In addition to the terms and conditions detailed in our E-Commerce Services Agreement, we have the following expectations from you:

    1. Order Fulfilment and Timely Shipments
      1. You are expected to process orders received from the Customers through the Website in a timely manner and within the stipulated timelines (as agreed at the time of your registration as a merchant on the Website, and as displayed on your login page (“Merchant Dashboard”) failing which the order shall be cancelled for non-fulfillment.
      2. Pursuant to applicable laws, post sales, delivery of the products to the Customers and customer satisfaction will be your responsibility. To this end, as per applicable laws, our Customer Support Team may assist you with ensuring customer satisfaction and resolving complaints received from Customers, with respect to products sold by you on the Website. We would also be happy to assist you with logistics, warehousing, and order fulfilment, and thus you have been tagged as a “Non DirectShip” merchant with the Website.
      3. Providing a hassle-free shopping experience to the Customer is of utmost priority, and we would like to reiterate that adherence to pre-agreed timelines for shipping of products is of essence to our relationship with you. If the products are not delivered to our designated hubs within the stipulated timelines, the order may be cancelled and we may be required to process a refund of the amount paid by the Customer for the same.
      4. You shall be responsible for all costs incurred to ship the products to our designated hubs (including costs of freight and transit insurance). Further you shall be responsible for payment of all duties, custom duty, taxes and other charges.
      5. In spite of cancellation of an order due to non-fulfillment of the same, or delay in shipment of the product on your part, we shall be entitled to charge our fee to you in respect of such cancelled order, in consideration for the services provided by us to facilitate such order, and such fee may, at our sole discretion, be adjusted against subsequent remittances, or independently claimed from you.
      6. Any failure to adhere to the timelines for fulfillment of an order or timely shipment of the product ordered by the Customer will be considered to be non-performance of your obligations, and repeated non-performance may lead to temporary or permanent suspension of your selling privileges on the Website.
      7. In addition to the above, you shall be liable to indemnify us and the other Indemnified Parties (as defined in the E-Commerce Services Agreement) in accordance with the E-Commerce Services Agreement, for any cancellation due to non-fulfillment, or non-fulfillment of an order.
    2. Merchant Remittance
      1. Payments for orders that have been fulfilled shall be remitted to your account, post receipt of funds through the payment gateways, as per applicable laws and within the T+3 timeline prescribed by the Reserve Bank of India (wherein “T” shall mean the date on which the product is successfully delivered to the Customer).
      2. Remittances are usually processed twice a week, i.e., on Monday and Thursday of every week. In the event a Monday or Thursday is a bank holiday or any public holiday, the remittances shall be processed on the next working day.
      3. All remittances shall be processed after applying / off setting all adjustments due from your account. If you have any queries with respect to the amounts being remitted to your account, please contact our Payments Team.
      4. In the event our logistics team informs us that the product has not been received by the Customer, we shall ensure that the product is returned to you, and shall coordinate with your team for the same.
    3. Know Your Customer ("KYC") mandate
      1. You will be required to complete the KYC procedure for verification of your identity and of the bank account you provided to us for receiving remittances as outlined above, as required by the bank and as per our internal requirements. Failure to comply with this requirement will result in remittances being frozen, until the required documents are submitted and validated by us.
      2. You may provide any of the following documents for the KYC procedure:
        • TIN/VAT (Business name to be same as on TIN);
        • CST;
        • PAN Card;
        • Cancelled cheque with the name of the Company printed on it;
        • Declaration (in case of sole proprietorship).
      3. The documents submitted by you should correspond to, and should validate the details provided by you on the Merchant Dashboard.
    4. Item Quality, Customer Complaints, and Refunds
      1. In addition to the covenants and warranties provided by you under the E-Commerce Services Agreement, you should ensure that the items being sold to Customers are of high quality and in good working condition, and are not Unsuitable Products. For the purpose of this policy, the term “Unsuitable Product” means a product (a) that is defective, damaged, or lacking required label(s), (b) that does not conform to the standards and the quality control checklist shared by us, or (d) that we determine to be unsuitable and unfit to be sold on the Website.
      2. Repeated complaints from Customers with regard to the same product or type of product may result in discontinuation of the listing of that particular product or type of product on the Website, and disciplinary action against you including temporary or permanent suspension of your selling privileges on the Website.
      3. You hereby agree to accept delivery of products:
        • that are not delivered successfully or returned by Customers as being defective or incomplete or incorrect products;
        • in respect of which the orders are cancelled by Customers prior to it being shipped out from any of our designated hubs.
      4. If the amount that is required to be refunded to the Customer is less than INR 1,000 (Rupees One thousand only) (for products under the Engagement and Utility Categories) and less than INR 5,000 (Rupees Five thousand only) (for products under the Furniture Category), we may not insist on the Customer returning the relevant product to you (in consultation with your team). However, if the amount required to be refunded to the Customer is higher than as mentioned herein, we may arrange for the product to be picked up by one of our courier partners or our own logistics network, and returned to our hub, which may then be subsequently returned to you. We do not guarantee the return of such products, and further disclaim all responsibilities and liabilities for any product that has not been returned by the Customer. However, this shall not prevent you from independently pursuing a return claim against the Customer.
      5. In the event the Customers are provided with refunds for products purchased from you, we shall, at our sole discretion, be entitled to set off the amounts payable to us (including our commission/remittance charge) against subsequent remittances to you, or independently claim the same from you.
      6. As per applicable laws, you will be solely responsible for any warranties or guarantees for the products being sold by you on the Website.
    5. Merchant Returns and Debit
      1. In the event the product shipped by you is not accepted by our teams at the designated hubs:

         

        Reason for Refund

        Recovery for the Product Cancelled

        Shipping Fee

        Marketing Fee

        Platform Fee

        Service Tax

        Quality Check Fail

        No

        Yes

        Yes

        Yes*

        Damage Product Received

        No

        Yes

        Yes

        Yes*

        Incorrect Product Received

        No

        Yes

        Yes

        Yes*

        Out of Stock

        No

        Yes

        Yes

        Yes*

        Timeline Miss

        No

        Yes

        Yes

        Yes*


        *Service tax applicable for Fees recovered

        All the products received at our designated hubs but not accepted (due to issues with quality or otherwise) will be returned to you.

      2. In the event the product shipped by you is received and accepted by our teams at the designated hubs, but not delivered to Customers:

         

        Reason for Refund

        Recovery for the Product Cancelled

        Shipping Fee

        Marketing Fee

        Platform Fee

        Reverse Shipping Fee

        Service Tax

        Customer Timeline Crossed

        Yes

        No

        No

        Yes**

        Yes*

        Damage Product

        Yes

        Yes

        No

        No

        Yes*


        *Service tax applicable for Fees recovered
        ** Reverse shipping fee will be equal to shipping fee

        Products that are cancelled and not delivered to the Customer, due to defaults on your part with respect to meeting the prescribed timelines will be returned to you within 3 (three) months of notification from us. For damaged products, we may reach out to your team to discuss whether the products may be disposed of at our discretion (and you may not be required to refund the amounts remitted to your account for such products). In the event products are returned to you, we will be entitled to request reversal of the amounts remitted to your account, for such products (in order to process the refunds due to the Customer).

      3. Customer Cancellations when product is accepted by our teams at the designated hubs, and delivered to Customers:

         

        Reason for Refund

        Recovery for the Product Cancelled

        Cost of Goods Sold

        Shipping Fee

        Marketing Fee

        Platform Fee

        Reverse Shipping Fee

        Service Tax

        Defective Product

        Yes

        Yes

        No

        No

        Yes**

        Yes*

        Incorrect Product

        Yes

        Yes

        No

        No

        Yes**

        Yes*

        Incomplete Product

        Yes

        Yes

        No

        No

        Yes**

        Yes*

        Damaged Product

        No

        Yes

        Yes

        No

        No

        Yes*

        *Service tax applicable for Fees recovered
        ** Reverse shipping fee will be equal to shipping fee

      4. Products that are cancelled due to being defective, incorrect, or incomplete will be returned to you within 3 (three) months of notification from us. For damaged products, we may reach out to your team to discuss whether the products may be disposed of at our discretion (and you may not be required to refund the amounts remitted to your account for such products). In the event products are returned to you, we will be entitled to request reversal of the amounts remitted to your account, for such products (in order to process the refunds due to the Customer).
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