MARKETPLACE AGREEMENT

This Marketplace Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_marketplace_operator}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Marketplace Operator” or “Platform”);

{{f4_name_of_seller_service_provider}}, a [company/LLP/partnership/individual; field type: TEXT], having its principal place of business at {{f5_address_of_seller}} (“Seller”).

The Marketplace Operator and the Seller are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. APPOINTMENT AND NATURE OF ARRANGEMENT

1.1. The Marketplace Operator hereby permits the Seller to list, offer, and sell goods and/or services on the Platform strictly in accordance with this Agreement.

1.2. The Parties expressly agree that:
(a) the Marketplace Operator acts solely as an intermediary under the Information Technology Act, 2000;
(b) the Seller is the actual seller/service provider to end customers;
(c) no partnership, agency, joint venture, or employment relationship is created.

2. LISTING AND SCOPE

2.1. The Seller is permitted to list only the following goods/services:
{{f6_exact_description_of_goods_services}} (“Products”).

2.2. No Product may be listed without prior approval of the Marketplace Operator.

2.3. The Marketplace Operator reserves the right to suspend, delist, or modify listings at its sole discretion.

3. SELLER OBLIGATIONS

3.1. The Seller shall:
(a) ensure Products are lawful, genuine, and accurately described;
(b) comply with the Consumer Protection Act, 2019, Legal Metrology laws, GST laws, and all applicable regulations;
(c) honour prices, warranties, refunds, and replacements;
(d) fulfil orders within {{f7_order_fulfilment_period}} days;
(e) issue valid tax invoices to customers.

3.2. The Seller shall be solely responsible for product quality, defects, delays, and customer claims.

4. COMMISSION AND PAYOUT

4.1. The Seller shall pay the Marketplace Operator a commission of {{f8_or_amount}} per transaction.

4.2. Payouts shall be settled within {{f9_number}} days from order completion, after deducting commission, taxes, refunds, penalties, and chargebacks.

4.3. The Marketplace Operator may withhold payouts in case of disputes, investigations, or suspected non-compliance.

5. TAXES

5.1. The Seller shall be solely responsible for GST registration, collection, payment, and compliance.

5.2. The Marketplace Operator may deduct TCS or other statutory deductions as required by law.

6. LOGISTICS AND RETURNS

6.1. Delivery shall be:
(a) Seller-fulfilled; OR
(b) Platform-assisted, subject to {{f10_logistics_terms}}.

6.2. Returns, refunds, and replacements shall be governed by {{f11_return_policy}}, which shall be consistent with consumer laws.

7. INTELLECTUAL PROPERTY

7.1. The Seller grants the Marketplace Operator a royalty-free, non-exclusive license to use Seller trademarks, logos, and content solely for operating the Platform.

7.2. The Seller warrants that all content provided does not infringe third-party rights.

8. CONFIDENTIALITY AND DATA

8.1. All non-public business, commercial, and technical information is Confidential Information.

8.2. Customer data shall be used strictly for order fulfilment and compliance with applicable data protection laws.

8.3. Confidentiality obligations survive termination for 5 years.

9. REPRESENTATIONS AND WARRANTIES

The Seller represents that:
(a) it has full authority to sell the Products;
(b) Products are not counterfeit, prohibited, or restricted;
(c) no misleading advertisements or unfair trade practices are used.

10. INDEMNITY

10.1. The Seller shall indemnify and hold harmless the Marketplace Operator against all losses arising from:
(a) product liability or defects;
(b) consumer complaints;
(c) regulatory penalties;
(d) IP infringement;
(e) breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1. The Marketplace Operator shall not be liable for:
(a) Seller acts or omissions;
(b) product quality or delivery failures;
(c) indirect or consequential damages.

11.2. Aggregate liability of the Marketplace Operator shall not exceed {{f12_liability_cap}}.

12. TERM AND TERMINATION

12.1. This Agreement shall remain in force for {{f13_term}}.

12.2. The Marketplace Operator may terminate immediately upon:
(a) legal or regulatory violation;
(b) repeated customer complaints;
(c) fraud or misrepresentation;
(d) non-payment of dues.

12.3. Either Party may terminate without cause upon {{f14_notice_period}} written notice.

13. CONSEQUENCES OF TERMINATION

13.1. Upon termination:
(a) Seller listings shall be removed;
(b) outstanding orders shall be completed or cancelled as directed;
(c) payouts may be withheld for up to {{f15_number}} days to cover liabilities.

14. NON-SOLICIT

14.1. The Seller shall not solicit customers of the Platform outside the Platform during the term and for 12 months thereafter.

15. FORCE MAJEURE

15.1. Neither Party shall be liable for events beyond reasonable control, excluding payment obligations.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by the laws of India.

16.2. All disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f16_city_india}}
Language: English.

16.3. Courts at {{f17_city_india}} shall have exclusive jurisdiction for interim relief.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior arrangements.

18. AMENDMENT

18.1. Any amendment shall be valid only if made in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Marketplace Operator
Name: {{f18_name}}
Designation: {{f19_designation}}
Signature: _______________________
Date: {{f20_date}}

For the Seller
Name: {{f21_name}}
Designation: {{f22_designation}}
Signature: _______________________
Date: {{f23_date}}

Marketplace Agreement

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