TERMS & CONDITIONS
Definitions: All the definitions and meaning assigned to the general terms and conditions shall be applicable to this part of the agreement and the user.
1. Avant Garde Techno Networks Private Limited is authorized and operates an online market place on the website located at the URL www.mymandi.com (the Website ) which acts as an online platform for different sellers/vendors to sell their products and for different buyers to access variety of products and to purchase the products offered by sellers/vendor through the portal.
2. Seller/Vendors being desirous of using the Website as a platform to offer and sell their Products (defined below) to the users of the Website have completed Mymandi’s Seller Registration Form to enrol as a registered seller on the Website.
3. As a part of the registration process, Mymandi requires users to agree to the terms and conditions for offering for sale, promotion, display and selling the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement.
HENCE THE FOLLOWING TERMS AND CONDITIONS SHALL BE BINDING TO ALL THE VENDORS/SELLERS REGISTERED ON THE PORTAL:
- Banned Products shall mean the products/goods/articles included in the Mymandi Banned Products List or/and the products banned by the Government of India or any local government. This website or any of its part thereof shall not be used for sale, purchase or merchandise of any of the products banned by the government. If such products are uploaded by any user, the user shall be responsible for all such consequences including the costs that may be incurred by Mymandi.
- Buyer shall mean any user of the Website who purchases any Product of the Seller through the Website.
- Business Center shall mean an office space/building/warehouse, identified by Mymandi to the Seller, at Mymandi’s discretion, where Seller may visit for any querry or support in the course of business with the portal.
- Invoice shall mean the invoice as may be raised by the mymandi.com on the purchase of a Product by a Buyer, through the Website. Mymandi acts as a mediator between the buyer and the seller. Though the invoice may be raised by mymandi.com yet, the buyer indemnifies mymandi from all and any of the claims that may be raised by the buyer including any return, refund, claim, damage, etc,. Seller/Vendor indemnifies Mymandi for any of the consequences as a result of any claim, damage, prosecution, liability, etc as may be lodged by any user of the portal.
- Packaging Material Charges shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges if demanded by the portal. Vendors/Sellers hereby confirms that the packing material shall be used as per specifications and instructions of the portal from time to time. Sellers/Vendors shall not use any packing material which bearing any seal, logo, name, etc of the seller/vendor. If the portal has not prescribed any standards for the packaging material, the vendor/seller shall use the blank cartoons, packaging material and shall not bear any identification mark or identity of the vendor/seller.
- Payment Collection Fees shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees as per service provider/vendor.
- Product(s) shall mean the product(s), made available by the Seller for sale on the Website.
- Seller Panel shall mean a web page / account on the Website provided by Mymandi to the Seller with a unique login id and password to update the order status, shipping, price, inventory, etc of the Products on the Website.
- Selling Price shall mean the price of a Product in INR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website.
- Seller Proceeds shall mean the net amount receivable by the Seller after deduction of the Mymandi's Marketing Fees, Payment Collection Fees, Fulfilment Centre Charges, taxes and other charges (if any) from the Selling Price.
- Mymandi's Marketing Fees shall mean a percentage of the Selling Price or (any other price as agreed) payable to Mymandi by the Seller on the sale of any Product through the Website. This percentage may vary from Product to Product, as provided in the Commercial Term Segment which is annexed herewith as Annexure-I.
- Buy and Sell: Buy and sell module allows the vendors to fix their price of the product uploaded on the portal and the amount which the seller/vendor claims from the portal on sale of such product. It allows the seller/manufacturer to fix the price of the product irrespective of the amount the product is sold by the portal. The portal fixes the price of such products for sale on the portal if the vendor/seller chooses to opt for Buy and Sell model.
- Term shall mean the period commencing from the date of acceptance of this Agreement by the Seller up to the termination of this Agreement in accordance with appended clauses as provided herein below.
- Territory shall mean the Republic of India.
- Website shall mean the website located at the URL ‘www.mymandi.com’ or such other URL as may be specifically provided by mymandi.
2. COMPLETION OF SELLER REGISTRATION
- As a part of the registration process, Seller/Vendor state that Seller/Vendor have completed the Seller Registration Form and provided other relevant details as required by Mymandi. Seller/Vendor represent that Seller/Vendor, in Seller/Vendor individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under any law in India. All such information supplied to the portal shall be true and correct to the best of information, knowledge and belief of the seller/vendor.
- Seller/Vendor also represent that Seller/Vendor have provided to Mymandi Seller/Vendor information such as name, contact details, email address, account details, PAN No., GST Registration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date. Furthermore, Seller/Vendor undertake to inform mymandi if there is any change in documents supplied or the information given to mymandi at the time of registration in the website. It shall be the duty of the user to immediately apprise and to seek approval of mymandi before any such change is affected.
- Seller/Vendor will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Seller/Vendor account/Panel. Seller/Vendor agree to (a) immediately notify Mymandi of any unauthorized use of Seller/Vendor account information or any other breach of security, and (b) ensure that Seller/Vendor exit from Seller Panel at the end of each session. Mymandi cannot and will not be liable for any loss or damage arising from Seller/Vendor. Failure to comply with this Section, Seller/Vendor may be held liable for losses incurred by Mymandi or any other user of, or visitor to, the Website due to authorized or unauthorized use of Seller/Vendor Seller Panel as a result of Seller/Vendor failure in keeping Seller/Vendor Seller Panel and the account information secure, absolute, correct and confidential.
- Seller/Vendor agree that as a registered Seller of the Website, Seller/Vendor shall not transfer / sell / trade the Seller Panel to any other person or entity.
3. PURCHASE AND DELIVERY OF THE PRODUCT
- Seller/Vendor agree that Seller/Vendor will abide by the terms and conditions of this Agreement and Mymandi Policies, including any amendments thereto made by Mymandi from time to time which may be made without notice to Seller/Vendor. Seller/Vendor shall regularly update themselves with the change in policies of mymandi.com.
- Seller/Vendor shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller/Vendor shall also be required to provide all details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos. These Product listings and details shall be displayed on the Website, along with the Selling Price. Seller/Vendor shall not upload any product which is not owned/possessed by the vendor/seller. All such products shall be readily available with the vendor/seller as the portal is live inventory model.
- Seller/Vendor represent that Seller/Vendor shall provide accurate Product information on the Seller Panel/Website. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Website, Seller/Vendor agree to refund any amounts that Seller/Vendor may have received from mymandi.com or the Buyer. The vendor/seller shall be liable for all such costs as may be imposed by Mymandi including shipping/logistics costs, taxes, penalty, etc.
- Seller/Vendor shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website. Mymandi shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on the part of Seller/Vendor to provide updated and accurate Product information. Seller/Vendor shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfilment of orders.
- Seller/Vendor shall not attempt to sell any products falling in the category of Mymandi Banned Products’ List or such other products which are banned by the Government of India or any local government. Mymandi shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website or terminate this Agreement forthwith without the consent of the seller/vendor. It is agreed that the vendor/seller enjoys full rights of the seller panel as per the discretion of the portal and portal has all the rights to cancel/delete/suspend such sellers/vendors as per wishes of the portal.
- When a Buyer selects to purchase a Product through the Website, Mymandi shall receive the order for the Product only in the capacity of an online marketplace. All the disputes that may be raised by the buyer pertaining to the product uploaded by seller, shall be the sole responsibility of the seller to justify or to refund the buyer whatever the case may be. Mymandi.com shall not be responsible for any breach, violation or dissatisfaction of the buyer if any pertaining to the products listed by the seller.
- For all orders placed on the Website, payments shall be collected by Mymandi on behalf of the Seller, in the mode (i.e., online payments, payment gateway or cash on delivery) as opted for by the Buyers. Seller/Vendor hereby authorize Mymandi to process, facilitate, collect and remit payments to Seller/Vendor, (collected either electronically or through cash on delivery or any other mode), from the Buyers in respect of sale of the Products through the Website. Seller/Vendor also agree that, in doing so, Mymandi will be merely acting as Seller/Vendor limited agent with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. Seller/Vendor also agree that the payment facility provided by Mymandi is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions on the Website. Further, by providing the payment facility, Mymandi is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.
- On the Buyer making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, Seller/Vendor will be intimated of the same through the Seller Panel as per the agreement of the portal with banks or other financial institutions.
- Mymandi shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the Buyer/order details placed on Seller/Vendor. Orders placed by the Buyer will be forwarded to Seller/Vendor and the same will be / reflected in the Seller Panel. The vendor/Seller shall continuously check for orders from the portal atleast thrice a day. The vendor/Seller undertakes to check for latest updates and orders from mymandi atleast thrice a day.
- Seller/Vendor shall ensure that the purchased Product is dispatched to the Buyer, within such time period which Mymandi may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller/Vendor shall be responsible to update the Seller Panel to reflect this development. The product so dispatched by the seller shall confirm to the packaging standards prescribed for each category as prescribed with the schedule provided with this agreement. The packaging shall be strictly done as per the Highest Standards. It shall be the duty of the seller to ensure safe packaging considering the logistics chosen by the buyer. The Vendor/Seller shall record the video HD Quality when the parcel is prepared for dispatching the product and such video shall clearly show the products which are filled in and packed in the parcel for delivery to the buyer as per the order. Mymandi is authorized to call for and check the recording when the parcel was prepared in case of any dispute raised by the buyer.
- The delivery model provided by Mymandi for the delivery of purchased Products to the Buyers is direct model. Seller/Vendor shall keep the Products ready for dispatch and delivery to the shipping agency as chosen by the buyer. Seller shall be responsible for packaging and dispatch of the Products to the Buyers as per the orders received by the Seller from time to time and in accordance with the directions of Mymandi.
- Mymandi may in the future, at its discretion, introduce other delivery models as deemed fit by the portal at any time in the future. On introduction of such other delivery models, Mymandi may, at its discretion, offer these delivery options to all or select Sellers.
- Seller/Vendor shall keep Mymandi informed promptly on any information that shall impact the delivery of a Product to the Buyer .
4. NON-DELIVERY OR RETURN OF PRODUCTS
- Non Delivery/Return of the Product Due To Fault of the Seller
1.1. Where the Product has not been delivered due to any reason/fault attributable to Seller/Vendor, then Mymandi shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller/Vendor shall be liable to pay Mymandi and Mymandi shall be entitled to recover from Seller/Vendor such amount of money as penalty, costs, shipping charges, etc as deemed fit and proper by mymandi.
1.2. Where Mymandi has not remitted the Proceeds to the Seller - Mymandi's Marketing Fee, Payment Collection Fees, penalty, and shipping charges,; and or any other charges shall be deducted.
1.3. Where Mymandi has remitted the Seller Proceeds to the Seller - the Seller Proceeds along with Mymandi's Marketing Fee, Payment Collection Fees, penalty, shipping charges, etc, to be paid to mymandi.
1.4. The Seller/Vendor authorizes mymandi to decide any dispute pertaining to any product sold on the portal in case of any dispute raised by the buyer. In case of any dispute raised by the buyer pertaining to any product purchased through the portal, Vendor/Seller authorises the portal to decide the same as per the policies of the portal and the seller/vendor shall not raise any dispute pertaining to such decision taken by the portal. Vendor/Seller authorizes the portal to decide all/any issue in case of return and refund of any product purchased through the portal. The vendor/seller hereby grants all rights to the portal in case of return merchandise authorization.
2. Parties agree and acknowledge that Mymandi shall be entitled to recover/adjust any outstanding amount due and payable by Seller/Vendor to Mymandi under this Agreement from any Seller Proceeds payable to Seller/Vendor and Seller/Vendor undertake not to object to such recovery/adjustment.
3. Seller/Vendor agree that Seller/Vendor will abide by the terms and conditions of this Agreement, the Mymandi Policies and all policies made by Mymandi from time to time.
5. PAYMENT & COMMERCIAL TERMS
- Seller/Vendor shall quote the best, lowest and competitive Selling Price inclusive of all applicable charges for each Product on the Website except the GST. GST shall be charged extra and shall be shown as per the product listings.
- Mymandi Shall have the right to amend the standard Mymandi's marketing Fee percentage Applicable to each product category as provided in the commercial term segment with prior Notice of the same to Seller/Vendor. Accordingly Mymandi, Shall at least twenty four (24) hours prior to the Implementation of the revised Mymandi's marketing fee, percentage for Any product, Notify Seller/Vendor by way of an email and/or a notification on the Seller Panel detailing such modifications/amendments/revisions to the Mymandi's Marketing Fee. It shall be the Seller's responsibility to review the emails / notifications sent by Mymandi from time to time. Seller/Vendor continued use of Seller Panel (including any update any information in Seller Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/ revisions of the Mymandi's Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions. However, Mymandi reserves its rights to change/amend the exceptional marketing fee as agreed in Commercial Term Segment of Annexure-I without consent of the Seller but not exceeding additional 10% of the existing commercial terms.
- Mymandi reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Products. Similarly, Seller may provide a discount / offer on the Products by lowering the Selling Price. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.
- The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Mymandi either through the online system, i.e., the payment gateway offered by Mymandi on the Website, or by way of cash on delivery. Seller/Vendor will be responsible for payment of all applicable taxes including GST or any other tax as may be applicable from time to time. Under any circumstances Mymandi shall not be held liable for any default in any taxes.
- Seller/Vendor agree and acknowledge that Seller/Vendor will pay Mymandi, the Mymandi's Marketing Fees and Payment Collection Fees, penalties, shipping charges, taxes, etc., and any other fees, as provided in Commercial Term Segment, or all the orders received through Mymandi.
- Mymandi shall release the payment of the Seller Proceeds to Seller/Vendor on the following basis: Payments for Products delivered to the buyer/purchaser shall be processed after completion of return/refund time period granted to the buyer/purchaser for return/refund of such product delivered to the purchaser/buyer. Mymandi shall make the payment by way of account payee cheque / RTGS/ NEFT, after deducting Mymandi's Marketing Fee, Payment Collection Fees, any other charges and any other applicable fees/ taxes, as per the Commercial Term Segment.
- Seller/Vendor agree that Mymandi shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller/Vendor in one transaction, against any payments due to, or from, Seller/Vendor in other or any other transactions.
- It is stated that all commercial terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller/Vendor and the payment facility is merely used by the Buyer and Seller/Vendor to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render Mymandi liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever.
6. OBLIGATIONS OF THE SELLER
- Seller/Vendor shall maintain records of all the Products purchased by the Buyers through the Website, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website’s customer service purposes.
- During the Term, Seller/Vendor shall appoint a representative, who shall be Mymandi’s point of contact for any and all matters related to this Agreement, including all sales and delivery related matters.
- Seller/Vendor shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
- All orders placed on the Website are indemnified by the seller/vendor. Seller/Vendor agree to fulfil the commitments made under the indemnity. The said indemnity protects the Buyer against inadequate performance or non-performance by the Seller or any defect in the goods/products supplied by the vendor/seller.
- Seller/Vendor shall, at all times, comply with all applicable laws including without limitation, compliance with laws relating to GST, etc.
7. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS
- Seller/Vendor shall be solely responsible for making any representations or warranties with respect to the quality/quantity of the Product to the Buyer, including all relevant Product warranties.
- Seller/Vendor shall, at all times, comply with all applicable laws including without limitation, compliance with laws relating to GST, etc. Seller/Vendor agree that Mymandi's role is limited to managing the Website for the display of the Products and other incidental services to facilitate the transactions between Seller/Vendor and the Buyers. Accordingly, Mymandi is merely an intermediary and the Website is only a platform where the Seller may offer its Products for sale. The contract for sale of any of the Products shall be strictly bipartite contract between Seller/Vendor and the Buyer. At no time shall Mymandi have any obligations or liabilities in respect of such contract nor shall Mymandi hold any rights, title or interest in the Products. Mymandi shall not be responsible for any unsatisfactory or delayed performance of the Seller including delays as a result of the Products being out of stock.
- The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone.
- Seller/Vendor will offer standard manufacturer's or seller's warranty actually associated with the Products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage. Seller/Vendor shall issue a suitable, duly stamped, manufacturer's warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with Seller/Vendor at all times.
8. REPRESENTATIONS AND WARRANTIES
- The Parties hereby represent and warrant to each other as under:
The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
- The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.
- The Seller undertakes that, at all times during the Term of this Agreement, it will:
- abide by the terms and conditions of the Agreement, the Mymandi Policies and the other Website policies, as may be applicable to the Seller; not offer for sale/sell/deliver any Banned Products or refurbished or replica/duplicate products on the Website;
- Ensure that the Products are supplied to the buyers in accordance with the delivery timelines agreed to between the Parties and the applicable laws,rules,regulations,etc.
- The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India.
- The Seller has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.
- The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of Mymandi or make any representations to any Buyer or any third party or give any warranties which are of such a nature that Mymandi may be required to undertake, or be liable for, whether directly or indirectly
- The Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly.
- The Seller hereby represents and warrants to Mymandi that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.
- The Seller shall be responsible for payment of the Seller’s own taxes and any taxes/levies/cess applicable on the Products sold through the Website, and shall indemnify and hold harmless, Mymandi, from any liability in this regard.
- The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual property rights, it shall be solely responsible.
- The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Website and the Product packaging, shall not be obscene, libellous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity.
- Seller/Vendor agree, acknowledge and understand that:
- Seller/Vendor are using the Website provided and owned by Mymandi;
- The permission granted by Mymandi to use the Website as an online market place is on a non-exclusive basis;
- Mymandi reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Website at any time
- Mymandi shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from Mymandi's Marketing Fee. Seller/Vendor shall not object to the provision of such discounts given by Mymandi;
- Any and all data derived as a result of this Agreement will be owned by Mymandi and Seller/Vendor shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Seller/Vendor obligations hereunder; and
- For the duration of the Term, the Website shall be maintained by Mymandi. The ownership of the Website shall vest with Mymandi and Mymandi shall make its best efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative. Mymandi does not warrant that the Seller will be able to use the Website and offer for sale the Seller's Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Mymandi.
- The Seller represents that the Seller shall not, at any time, use any intellectual property of Mymandi in any manner without the prior written consent of Mymandi. The Seller also represents that the Seller shall not purchase any Mymandi metatags on the Internet without the prior written consent of Mymandi.
- The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then Mymandi may initiate civil and/or criminal proceedings against the Seller and Mymandi may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Website and /or disqualify / bar the Seller from selling the Products on the Website.
9. INTELLECTUAL PROPERTY RIGHTS
- Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party. Seller/Vendor recognize and confirm that Mymandi has the exclusive right to supervise, allow and reject the contents of the Website. Mymandi shall not be liable for contents and images shared, uploaded or displayed on the Website by the Seller regarding the Seller's Products and all consequent liability will be borne by the Seller only.
- Seller/Vendor hereby grant to Mymandi the right to display/delist the Products (as updated or to be updated by Seller/Vendor on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Website. Sellers/Vendors authorize the portal for marketing and promotion of their brands with their logo and products. Sellers/Vendors also authorize the portal to send regular updates, promotional messages, transactional messages, etc., to the vendor/seller to which the user has no objection.
- Seller/Vendor hereby authorize Mymandi to use and include Seller/Vendor trademarks (as may be provided by Seller/Vendor from time to time) and Seller/Vendor corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by Seller/Vendor on the Website.
- Seller/Vendor acknowledge that Mymandi is merely an intermediary with respect to the Products listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Website (including availability or sale of counterfeit goods on the Website), Mymandi may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to Seller/Vendor.
10. ANTI BRIBERY AND ANTI CORRUPTION POLICY
- The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.
- The Seller agrees to comply with "Anti-Bribery and Anti-Corruption Policy" and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with Mymandi or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and Mymandi reserves the right to take all appropriate actions or remedies as may be required under the circumstances.
- The Seller will provide all possible assistance to Mymandi in order to investigate any possible instances of unethical behaviour or business conduct violations by an employee or hired person of the Seller.
- In the event of any breach or delay in the fulfilment of Seller/Vendor obligations by Seller/Vendor, due to any reason, Mymandi shall not be held liable/responsible.
- Mymandi shall not be liable for the sale of the Products by Seller/Vendor through the Website for any loss incurred by Seller/Vendor or the Buyer therefrom.
- The Vendor/Seller acknowledge that during the existence of this Agreement, Seller/Vendor will have access to confidential information of Mymandi and its affiliates. Seller/Vendor undertake to keep confidential all data and other confidential information supplied to Seller/Vendor by Mymandi under this Agreement and shall not sell or otherwise make that information available to any third parties. This Agreement, and the terms thereof, shall be considered to be confidential.
- Except as agreed to, the data of Buyers will be the exclusive property of Mymandi, and Seller/Vendor will not use the same for Seller/Vendor own purpose or distribute such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of the Website or any other information which is treated as confidential by Mymandi, and any other information, whether oral or in writing, received or to be received by Seller/Vendor which is agreed to be treated under the same terms, whether expressly or by implication.
- The obligations on the part of the vendor/seller under this Clause shall survive the termination of this Agreement.
- The Seller agrees and undertakes to indemnify and to hold harmless Mymandi, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation; or (iii) any breach by the Seller of any Mymandi Policies or any other policies.
- Additionally, the Seller shall, at all times and to the complete satisfaction of Mymandi and without demur, at its own expense, indemnify, defend and hold harmless, Mymandi and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against Mymandi or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys’ fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role, functions, responsibilities as specified herein, or the breach of the Seller’s representations and warranties as contained in this Agreement, even after the termination of this Agreement.
1. The rights and obligations under this Agreement shall not be assigned or transferred by Seller/Vendor to any third party whomsoever, during the Term of this Agreement.
2. Mymandi shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to Seller/Vendor.
15. SUSPENSION AND TERMINATION
This Agreement may be terminated:
- By the portal, with immediate effect, if other party is in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the Mymandi Policies;
- By the portal, without any reason, by giving an intimation to the said effect; or
- By Mymandi, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against Seller/Vendor, or Seller/Vendor make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Seller/Vendor assets;
- Mymandi also has the right to suspend Seller/Vendor access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller/Vendor shall not be permitted to sell Seller/Vendor Products on the Website) on the occurrence of any of the termination triggers specified in this agreement or without any reason.
16. CONSEQUENCES OF TERMINATION
On termination of this Agreement:
- Mymandi will, with immediate effect, block Seller/Vendor access to the Seller Panel and/or Website and consequently, Seller/Vendor shall not be able to offer any Products to the Buyers thereafter;Seller/Vendor shall return to Mymandi all the confidential information of Mymandi and all other properties and materials belonging to Mymandi. Where the confidential information cannot be returned in material form, Seller/Vendor shall destroy all of Mymandi’s confidential information and shall provide Mymandi with a certificate of destruction with respect to the same.
- A Seller, whose arrangement under this Agreement has been terminated by Mymandi for any reason whatsoever, shall not have the right to re-register himself /itself as a Seller on the Website at any time after such termination, unless Mymandi, in its discretion, permits such re-registration.
- It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the seller/vendor.
- On the termination of the Agreement, Seller/Vendor will be entitled to only the Seller Proceeds which have become due to Seller/Vendor on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement after deducting any amounts which are due and payable by the vendor/seller to the portal. Mymandi shall be entitled to adjust any monies, due from Seller/Vendor to Mymandi till the date of termination, from the Seller Proceeds payable to Seller/Vendor on termination.
- Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
17. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
- If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed by Mymandi. Arbitration shall be held at Ahmedabad or Delhi. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.
- The Agreement shall be governed by and construed in accordance with the laws of India. The courts of Ahmedabad and New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.
- Mymandi may amend the terms and conditions of this Agreement including the Commercial Term Segment and the Mymandi Policies at any time in its sole discretion without prior notice. It shall be the duty of the Seller/Vendor to review amendment from time to time. Seller/Vendor will be deemed to have accepted such amendments, if Seller/Vendor continue to access the Website/Seller Panel after the amendments are displayed on the portal or notified by Mymandi.
- Mymandi shall not be responsible for any damage to the Products as the portal never received any . In the event a Product is damaged due to any fault solely attributable to Mymandi, then Mymandi shall only be liable to pay Seller/Vendor an amount not higher than the actual cost of the Product paid by Seller/Vendor to purchase such a Product.
- Similarly, Mymandi shall not be responsible for any non-delivery or delay in delivery of any Products to the Buyer unless the same is due to non-dispatch or delay in dispatch of the Seller's Products available at the warehouse of mymandi.
- Force Majeure: Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the seller/vendor committing default, including but not limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties. Provided, however, that Seller shall give prompt written notice within a period of seven (7) days from the date of the force majeure occurrence to the Mymandi. Seller/Vendor shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed.
- Entire Agreement: This Agreement, along with the Commercial Terms Segment and Mymandi Policies shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Seller/vendor state that there are no oral statements, representations, warranties, undertakings or agreements except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements whether written or oral or in electronic form, (such as the Seller Registration Form), between the Parties hereto.
- Notices: Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to Seller/Vendor shall be issued at the address provided by Seller/Vendor in the Seller Registration Form, as amended by Seller/Vendor from time to time.
- Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on part of any Party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
- Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
The vendor/seller/manufacture undertakes to adhere to all the terms and conditions mentioned above and shall not raise any dispute contrary to the terms and conditions as mentioned above.