1. LoveThisStuff owns and operates an online market place on the website located at the URL - http://lovethisstuff.com (the “Website”) which is an online platform for Seller/First party to sell its products/ offer services to buyers by allowing access to variety of products/ services offered through this on-line platform;

2. Seller being desirous of using the Website as an on-line platform to offer and sell its Products/ offer its services (defined below) to the users of the Website after having completed LoveThisStuff‟s Seller Registration Form to after duly qualifying as a registered seller on the Website;

3. As a part of the registration process, LoveThisStuff requires Seller to agree to the terms and conditions, which enables Seller to sell its products/ offer its services, dispatching the Products purchased by a Buyer (defined below), accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement.

HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definitions:

1.1 “Acceptance” shall mean your affirmative action of clicking on the box against the words “I Accept” provided at the end of this Agreement, by which action Seller clearly accept the terms and conditions of this Agreement.

1.2 “Agreement” shall mean this Seller Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.

1.3 “Banned Products” shall mean the products/goods/articles included in the LoveThisStuff Banned Products List, which is hyperlinked to this Agreement.

1.4 “Buyer” shall mean any user of the Website who purchases any Product of the Seller through the Website.

1.5 “Logistics facilitation fees” shall mean the fees payable to LoveThisStuff for availing of the courier services through LoveThisStuff’s Courier Partners. Courier charges shall mean the shipping charges for product delivery.  

1.6 “Logistics facilitation  Partner” shall mean the courier companies with whom LoveThisStuff has partnered for couriering / delivering the purchased Products to the Buyers.

1.7 “Fulfillment Centre” shall mean a building / warehouse, identified by LoveThisStuff to the Seller, at LoveThisStuff‟s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.

1.8 “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.

1.9 “Invoice” shall mean the invoice as may be raised by the Seller on purchase of Seller’s Product/ Services by a Buyer, through this Website.

1.10 “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges.

1.11 “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.

1.12 “Product(s)” shall mean the product(s), made available by the Seller for sale/provision of service on the Website.

1.13 “Seller Panel” shall mean a web page / account on the Website provided by LoveThisStuff to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Website.

1.14 “Selling Price” shall mean the price of a Product/ Services in INR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website. The price that Seller mention on the website should be inclusive of all taxes. LoveThisStuff shall not be responsible to collect nor will be liable for any taxes, for the products sold or services provided through this platform. `In terms of provisions of Goods and Service Tax, wherever LoveThisStuff collects the consideration on behalf of Seller from the buyer, LoveThisStuff shall deduct GST, in terms of the provisions of Goods and Service Tax.

1.15 “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the LoveThisStuff‟s Marketing Fees, Payment Collection Fees, logistics facilitation Fees, Fulfillment Centre Charges (if applicable) and other charges (if any), GST etc from the Selling Price.

1.16 “LoveThisStuff’s Marketing Fees” shall mean a percentage of the Selling Price payable to LoveThisStuff 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.

1.17 “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 Clause 15 as provided herein below.

1.18 “Territory” shall mean the Republic of India.

1.19 “Website” shall mean the website located at the URL “www.LoveThisStuff.com‟ or such other URL as may be specifically provided by LoveThisStuff.

2. COMPLETION OF SELLER REGISTRATION

2.1 As a part of the registration process, Seller declare that the Seller Registration Form is duly filled by the Seller as required by LoveThisStuff. Seller hereby declares that as a party to this contract, Seller is competent to contract, and not disqualified from entering into a lawful contract under any law in India.

2.2 Seller hereby declare all the statutory information as required by LoveThisStuff, such as registered name of Seller, contact details, email address, account details, PAN No., Goods and Service Tax Registration No, and other compliance related details through the Seller Registration Form etc provided by the Seller is true and correct as on date.

2.3 Seller have the option to accept or decline to accept this Agreement. Seller shall provide its acceptance to this Agreement if and only if Seller is agreeable to the terms and conditions provided in this agreement. Seller after reading this agreement in full click “ACCEPT” will be considered as acceptance to this Agreement and all the terms and conditions of the agreement shall be binding on both the parties to this Agreement.

2.4 If Seller is not in agreement to any of the terms to this Agreement. Seller shall decline to accept this Agreement by clicking on the appropriate box. Thereafter this Seller registration process shall stop its progress.

2.5 Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein. Seller shall be fully responsible for all activities that occur under First Parties Seller Panel. Seller hereby agree to (a) immediately notify LoveThisStuff of any unauthorized use of Seller account information or any other breach of security, and (b) ensure that Seller exit from its Seller Panel at the end of each session. LoveThisStuff cannot and will not be liable for any loss or damage arising from Sellers failure to comply with this Section. Seller may be held liable for losses incurred by LoveThisStuff or any other user, or any visitor to the Website due to authorized or unauthorized use of First Party Seller Panel as a result of Seller failure in keeping its Seller Panel and the account information secure, absolute, correct and confidential.

2.6 Seller agree that as a registered Seller to this Website, Seller shall not transfer / sell / trade the Seller Panel to any other person or entity.

2.7 LoveThisStuff reserves the right to determine the Sellers who may sell on the Website. LoveThisStuff also reserves the right to suspend access to registered Sellers to the Website and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. LoveThisStuff also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website.

3. PURCHASE AND DELIVERY OF THE PRODUCT

3.1 Seller agree to abide by terms and conditions of this Agreement, including policies of LoveThisStuff, including any amendments made to above by LoveThisStuff from time to time which may be made without notice to Seller.

3.2 Seller shall upload the Product listings for the sale of the Products/ offering of service in the appropriate category, through the Seller Panel. Seller is also required to provide all details relevant to the sale / purchase of the Products/ offer for service, including the Selling Price, informative description of each Product (including but not limited to the length, breadth and height of the Product, warranty etc)/ services, and its contents, by way of text descriptions, graphics, or pictures or videos. These Product/Services listings and details shall be displayed on the Website, along with the Selling Price.

3.3 Seller shall ensure accurate product/ service information on the Seller Panel/Website is updated on real time basis. The Product/Service description shall not be misleading and shall describe the actual condition of the Product/Service. If the product sold/ service offered does not match the description displayed on the Website, seller agree to refund any amounts that seller may have received from the Buyer.

3.4 Seller shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products/ services listed on the Website. LoveThisStuff shall not be responsible for claims made by Buyers for inaccurate Product/service availability details that are displayed on the Website due to any negligence / default on the part of Seller. Seller shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfillment of orders.

3.5 Seller shall not attempt to sell any products falling in the category of LoveThisStuff Banned Products List on this Website. LoveThisStuff 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.

3.6 Buyer selects to purchase a Product through the Website, LoveThisStuff shall receive the order for the Product only in the capacity of an online marketplace.

3.7 For all orders placed on the Website, payments shall be collected by LoveThisStuffon behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted by the Buyers. Seller hereby authorize LoveThisStuff to process, facilitate, collect and remit payments to Seller. Seller hereby agrees in the above stated process, LoveThisStuff will merely act as Sellers agent with the sole intent and purpose of facilitating the sale and purchase of Products through its Website. Seller also agree that the payment facility provided by LoveThisStuffi s 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, LoveThisStuff is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

3.8 Upon the Buyer making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.

3.9 LoveThisStuff shall provide the necessary backend infrastructure, like call center, order management system, etc., for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller and duly reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by LoveThisStuff from time to time and dispatch the Product(s) to the Buyer.

3.10 Seller shall ensure that the purchased Product is dispatched to the Buyer, within such time period which LoveThisStuff 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 shall also issue a corresponding Invoice in the name of the Buyer, Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development. Payment to seller will only be remitted if seller panel is updated within the due date committed.

3.11 Seller can ship products through their Logistics facilitation partner or use LoveThisStuff Logistics facilitation partner. Seller agree that irrespective of shipping mode (self or via LTS) Seller is responsible for end delivery of the product to the consumer and communication with the logistics partner to ensure timely delivery.

• If seller ships via LTS logistics facilitation partner:

3.11.1 Seller hereby agree that LoveThiStuff is merely an intermediary between Seller and the LTS (courier partner). The courier services provided is the sole responsibility and liability of the LTS viz. (Delhivery, Aramex , Fed Ex etc) LoveThisStuff is not liable for any damage/loss or delivery related issues. Any issues herein shall be taken up directly with courier partner.

3.11.2 Seller agree that they will ensure the correct weight of the product. If the courier company communicates that actual shipping weight is greater than that uploaded by seller, seller shall be liable to pay the differential charges pertaining to such shipping weighment. Any dispute in weight should be taken up directly with the concern courier partner.

3.11.3 Seller shall retain signed copy of dispatched products note with name and signature of the pickup person with weight of the parcel mentioned on it as proof of dispatch.

3.11.4 Seller can only schedule Orders for next day and cannot be scheduled for weekdays. Updation on seller panel should be done accordingly to avoid missing due date.

3.11.5 The product shall be considered fulfilled on the day it has been scheduled for pickup and picked up by logistics facilitation.

3.11.6 Seller after initiating Pickup and thereafter if the pickup is not ready and if the order shipment is rescheduled by Seller, courier partner will treat it as another pickup. Hence shipping charges for the second and consecutive pick ups would be borne by seller and deducted from the final settlement.

• If Seller ships the Products on its own:

3.12 The product is considered fulfilled when the correct tracking id of the courier partner is mentioned, along with date and receipt provided by seller on LTS dashboard. No emails or any other form of communication will be considered.

3.13 If the tracking id is fake or does not correspond to order no, payment shall not be made and vendor can be suspended from LTS.

3.14 When the Seller ships the products on its own, Seller should provide proof of delivery from the authentic customer who initiated the buy order in the website.

3.15 If seller loses the courier receipt or in case of hand delivery, LoveThisStuff will require proof of delivery vide email from the customer id from which the order was placed confirming receipt of product, the said email should be marked to support@lovethisstuff.com ,

4. Fulfillment date:

4.1 Sellers shall not be able to fulfill post its due date mentioned on dashboard. Due date is calculated as follows - date of order + no of days for dispatch mentioned by Seller on product page when the order was placed.

4.2 Fulfillment date is calculated as follows for payment purpose:

4.2.1 If Seller Ships, date of action i.e: the date seller has fulfilled on dashboard is taken into consideration (not the shipping date entered by Seller)

4.2.2 If Seller is using LoveThisStuff’s logistics facilitation partner then the date chosen by seller for pickup and pickup is done by logistics partner is considered

4.3 Seller shall keep LoveThisStuff informed promptly on any information that shall impact the delivery of a Product to the Buyer.

4.4 Seller hereby understand the impact of selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website will cause great prejudice and harm to the reputation and goodwill of LoveThisStuff and may also cause harm and prejudice to the Buyers. Seller hereby acknowledge and warrant that Seller shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of LoveThisStuff. In case LoveThisStuff receives any complaint from any Buyer or if Seller sell or deliver wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website then Seller shall be liable to pay three times the Selling Price of the Product sold, as damages to LoveThisStuff. LoveThisStuff reserves the right to adjust the above amount from any amount accrued to Seller in pursuance to this Agreement.

5. Policies:

   Although LoveThisStuff is not directly involved in transaction between a buyer and a seller, LoveThisStuff has laid down following policies for smooth transactions:

5.1 Cancellation policy

Seller initiated cancellation before product is dispatched

5.1.1 Seller can choose to cancel the order by placing a request to cancel the product via the seller panel and state the reason for cancellation before the order is shipped. Cancellations will be confirmed by LoveThisStuff. For confirmed cancellations the seller is liable to pay LoveThisStuff and LoveThisStuff shall be entitled to recover from the Seller, LoveThisStuff Marketing Fee, Payment Collection Fees.

5.1.2 In case the Seller cancels 3 products in a month, LoveThisStuff may choose to terminate this contract with the Seller.

Customer initiated cancellations before product is dispatched

5.1.3 When the Buyer cancels for the order placed by such buyer, no charges shall be leviable and collected from the seller.

5.1.4 Customer cancellation policy is detailed for reference, which shall be displayed to the buyer in the website at the time of buyer initiating the order. In exceptional circumstances the seller and customer may choose to a mutual cancel the order, subject to this customer cancellation policy.

5.1.4.1 All orders for personalized/ customized products cannot be cancelled.

5.1.4.2 For other non-personalized/ customized orders, customer will mail support@lovethisstuff.com within 24hrs of placing the order with your order id. The cancellation will only be processed provided the production or dispatch has not been initiated by the designer. LoveThisStuff support team will confirm the same.

6. Non-delivery/Delayed delivery of products

6.1 Non-Delivery occurs when a buyer places an order and submits payment, but the item has not reached the correct customer address. The following are some examples of Non-Delivery cases:

1. An item was never dispatched by the Seller
2. An item was sent/delivered to an address/recipient which is not specified as on the order details.
3. There is no proof that the item was shipped to the buyer’s address mentioned on the order details.
4. Product was dispatched but not received by the buyer (lost in transit)
5. The product was dispatched but sent back/rejected by courier partner claiming customer is unavailable.

6.2 In case of non delivery Seller is are liable to refund or replace the order, as decided by the Buyer. The seller is also liable to pay LoveThisStuff Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable)

6.3 Delayed Dispatch: In case the order is not received by cutomer within the committed date mentioned by seller while uploading the product, the buyer can claim a full refund.(product cost + shipping cost). The date taken into consideration for above is fulfillment date as defined in this agreement in para 4.2. The seller is liable to pay LoveThisStuff Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable).

6.4 Delayed Delivery: If the product is received after committed deadline and buyer does accept the product because of the delay in delivery, the buyer can claim full refund (product cost + shipping cost). In case of refund, the same will be processed after the product is received back upto a maximum of 5 days. The seller has to ensure that reverse pick up is done in maximum 5 days of refund claim. Customer will get full refund (product price+ shipping) and also be reimbursed the reverse shipping charges if reverse pick up is not done by seller. In case LTS is arranging for reverse pick up, seller will pay reverse shipping charges applicable to LTS. The seller is liable to pay LoveThisStuff Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable)

7. Not-as-Described by the seller;

7.1 In case the product is not-as -described by seller, seller shall be are liable to provide a full refund or replacement as decided by the customer.

7.2 If customer demands for a replacement and in case replacement is possible, seller will bear all shipping charges involved in replacing the said product with new product, including dispatching of the replaced product in the timely manner as promised by the Seller. In case of refund, it shall be processed within 5 days from the date of product being received back by the seller/LoveThisStuff. In case of return/ replacement Seller has to ensure that reverse pick up is done within maximum 5 days of refund claim. Customer will get full refund (product price+ shipping) and customer will also be reimbursed the reverse shipping charges if reverse pick up is not done by seller. In case LTS is arranging for reverse pick up, seller will pay reverse shipping charges applicable to LTS. The seller shall be liable to pay LoveThisStuff Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable).

7.3 An item is Not as Described if it is materially different from the seller’s listing description or photos. Here are a few examples of Not as Described cases:

1. The item received was in different color, model, version, or size than the one ordered in the website.
2. The item received is damaged/ broken / defective
3. The item has a different design or material.
4. The item was advertised as authentic design but is not authentic.
5. The seller failed to disclose the fact that an item is damaged, has scratches or is missing parts.
6. A buyer purchased three items but only received two.
7. The condition of the item is misrepresented. For example, the description at the time of purchase was stated to be item was “new” and the product on the contrary was used/upcycled/ recycled.

8. Exchange & Return Policy:

Exchange and return policy shall be described by Seller, while displaying the product in the website, which is clearly viewable to the prospective buyer.

8.1 In case customer wants to exchange or return the product due to no fault attributed to seller as stated above, the shipping charges (of revering shipping of the original product and shipping charges of exchanged product) shall be borne by the customer.

8.2 Shipping charges would be based on the shipping cost reflected with the product. In case Seller provide free shipping initially, it will be calculated as per weight of product entered by Seller. (Rs 60 per 0.5kg) plus taxes as applicable.

9. PAYMENT TERMS

9.1 Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Website.

9.2 LoveThisStuff shall have the right to amend the LoveThisStuff Marketing Fee percentage applicable to each Product category as provided in the Commercial Term Segment, with prior notice to Seller. Accordingly, LoveThisStuff shall, at least twenty-four (24) hours prior to the implementation of the revised Marketing Fee percentage for any Product, notify Seller, by way of an email and/or a notification on the Seller Panel detailing such modifications/amendments/revisions to the LoveThisStuff Marketing Fee. It shall be the Seller’s responsibility to review the emails / notifications sent by LoveThisStuff from time to time. Seller continued use of Seller Panel (including updating any information in Seller Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/revisions of the LoveThisStuff Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions made by LoveThisStuff.

9.3 LoveThisStuff 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. Notwithstanding the above, the Selling Price of all Products offered on the Website shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packing in accordance with applicable laws.

9.4 The Selling Price in respect of a Product purchased by a Buyer shall be received in full by LoveThisStuff either through the online system, i.e., the payment gateway offered by LoveThisStuff on the Website, or by way of cash on delivery.

9.5 Seller will be responsible for payment of all applicable taxes in the form of GST, further LoveThisStuff shall deduct Tax at Source where were required in compliance with GST Law.

9.6 Seller agrees and acknowledges that Seller will pay LoveThisStuff, its Marketing Fees, Courier Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees, as provided in Commercial Term Segment, for all the orders received through LoveThisStuff, inclusive of GST as applicable.

9.7 LoveThisStuff shall release the payment of the Seller Proceeds to Seller, after deducting LoveThisStuf’s Marketing Fee, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges, and any other applicable fees, including GST and Tax deduction at Source, as per the Commercial Term Segment.

9.8 LoveThisStuff shall charge GST on Marketing Fee, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges, and any other applicable fees. Wherein LoveThisStuff shall issue an invoice to the Seller, on the strength of which, Seller may examine availing input tax credit on the same.

9.9 Seller hereby agree that LoveThisStuff shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other transactions.

9.10 It is stated that all commercial terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render LoveThisStuff liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever.

9.11 Only products/orders that are fulfilled on LTS dashboard provided will be considered for payment cycle.

9.12 The products should also be delivered before the payment date. Products which are under return/exchange/replacement for any reason will not be considered for payment settlement. In such cases only when the transaction is complete, payment shall be taken for processing to the Seller and the final date would be taken into account for payment cycle.

10. OBLIGATIONS OF THE SELLER

10.1 Seller 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.

10.2 During the term of this contract, Seller shall appoint a representative, who shall be LoveThisStuff‟s point of contact for any and all matters related to this Agreement, including all sales and delivery related matters.

10.3 Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.

10.4 Seller 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.

10.5 All orders placed on the Website are covered under the “Trust Pay and100% Money back Guarantee” program. Seller agree to fulfill the commitments made under the above-mentioned program. The said programme protects the Buyer against inadequate performance or non-performance by the Seller.

10.6 Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to GST etc, where ever there is liability is enforced on LoveThisStuff to deduct tax at source, the same shall be complied by LoveThisStuff.

11. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS

11.1 Seller agree that LoveThisStuf’s role is limited to managing the Website and to display the Products and other incidental services to facilitate the transactions between Seller and the Buyers. Accordingly, LoveThisStuff 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 a strictly bipartite contract between Seller and the Buyer. At no time LoveThisStuff have any obligations or liabilities in respect of such contract nor shall LoveThisStuff hold any rights, title or interest in the Products. LoveThisStuff 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.

11.2 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. As a large market place, LoveThisStuff will extend its services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between Seller and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.

11.3 Seller hereby agree to accept all sales return (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.

11.4 Seller will offer standard manufacturers 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 shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, wherever 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 at all times.

12. REPRESENTATIONS AND WARRANTIES:

 The Parties hereby represent and warrant to each other as under:

12.1 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

12.2 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.

12.3 Seller undertakes at all times during the Term of this Agreement, it will:

1. Abide by the terms and conditions of the Agreement, including LoveThisStuff Policies and the other Website policies, as may be applicable to the Seller;
2. Not offer for sale/sell/deliver any Banned Products or refurbished products on the Website of LoveThisStuff.
3. Deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and
4. Deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Seller’s performance under this Agreement.

12.4 Both the parties to this agreement hereby declare that they are competent to contract and not disqualified from contracting under any law in India.

12.5 Seller has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term of this agreement.

12.6 Seller agrees, represents and warrants that the Seller shall not describe itself as an agent or representative of LoveThisStuf for make any representations to any Buyer or any third party or give any warranties which are of such a nature that LoveThisStuff may be required to undertake, or be liable for, whether directly or indirectly.

12.7 Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Website, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Website of LoveThisStuff.

12.8 Seller agrees, represents and warrants that, the Seller shall not, at any time during the term, transact with any Buyer directly under this agreement.

12.9 Seller agrees to attend and resolve, the Buyers queries with regard to the delivery of the Products, quality issues, quantity of the Products within 1 (one) day from the date of receipt of such queries from the Buyer.

12.10 Seller hereby represents and warrants to LoveThisStuff 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.

12.11 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, LoveThisStuff, from any liability in this regard, except to an extent the liability is enforced by law on LoveThisStuff.

12.12 Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are originally designed by the seller and either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. 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.

12.13 Seller hereby declares that the content of the Products/ services, the text descriptions, graphics or pictures regarding the Product/services being uploaded on the Website and the Product packaging, shall not be obscene, libelous, 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.

12.14 LoveThisStuff reserves the right to change, suspend or discontinue any of the Services at any time, for any reason. LoveThisStuff will not be liable to Seller for the effect that any changes to the Services may have on Seller, including Sellers income or Sellers ability to generate revenue through said Service.

12.15 LoveThisStuff does not assure the following

1. Services through this platform will be secure or available at all locations and at all times
2. Any defects or errors will be corrected;
3. Services under this platform will be free of viruses or other harmful materials; or
4. Results of using this platform will meet your expectations.

Seller shall use this platform solely at its own risk.

12.16 Seller hereby agrees, acknowledge and understand that

1. Seller is using the Website/platform provided and owned by LoveThisStuff;
2. Permission granted by LoveThisStuff to use this Website/Platform as an online market place is on a non-exclusive basis;
3. LoveThisStuff reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Website at any time;
4. LoveThisStuff shall have the right to remove the listing of any Product being offered for sale by Seller.
5. LoveThisStuff shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from LoveThisStuf’s Marketing Fee. Seller shall not object to the provision of such discounts given by LoveThisStuff; Any loss arising from such campaign will be made good by LoveThisStuff to the Seller.
6. Any and all data derived as a result of this Agreement will be owned by LoveThisStuff and Seller shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Sellers obligations under this agreement.
7. For the duration of the term, the Website shall be maintained by LoveThisStuff. The ownership of the Website shall vest with LoveThisStuff and LoveThisStuff shall make its best efforts to deal with any technical issues affecting the Website (such as, Website becoming inoperative). LoveThisStuff does not warrant Seller will be able to use the Website and offer for sale the Seller’s Products at all times or at all 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 LoveThisStuff.
8. Seller represents that the Seller shall not, at any time, use any intellectual property of LoveThisStuff in any manner without the prior written consent of LoveThisStuff.
9. Seller represents and warrants that if Seller is found indulging in providing of any false or misleading information or provision of defective or counterfeit Products, then LoveThisStuff may initiate civil and/or criminal proceedings against the Seller and LoveThisStuff 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 immediately.

13. INTELLECTUAL PROPERTY RIGHTS:

13.1 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 recognize and confirm that LoveThisStuff has the exclusive right to supervise, allow and reject the contents of the Website. LoveThisStuff shall not be liable for contents and images shared, uploaded or displayed on the Website by the Seller regarding Seller’s Products and all consequent liability will be borne by the Seller only. 

13.2 Seller hereby grants LoveThisStuff the right to display/delist the Products (as updated or to be updated by Seller 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.  

13.3 Seller hereby authorize LoveThisStuff to use and include Sellers trademarks (as may be provided by Seller from time to time) and Sellers corporate name on the Website, in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by Seller on the Website.

13.4 Seller acknowledge that LoveThisStuff is merely an intermediary with respect to the Products/services 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), LoveThisStuff may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to Seller.

13.5 Seller hereby authorize LoveThisStuff to use the images/Material or description uploaded by Seller on the website for the promotional/marketing purposes, either online or offline. 

14. ANTI BRIBERY AND ANTI CORRUPTION POLICY:

14.1 The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.

14.2 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 LoveThisStuff or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and LoveThisStuff reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

14.3 Seller shall provide all possible assistance to LoveThisStuff in order to investigate any possible instances of unethical behaviour or business conduct violations by an employee or hired person of the Seller.

15. LIABILITY

15.1 In the event of any breach or delay in the fulfillment of Sellers obligations, due to any reason, LoveThisStuff shall not be held liable/responsible.

15.2 LoveThisStuff shall not be liable for sale of the Products by Seller through the Website or any loss incurred by Seller or the Buyer there from.

16. CONFIDENTIALITY

16.1 Parties hereby acknowledge that during the existence of this Agreement, Seller will have access to confidential information of LoveThisStuff and its affiliates. Seller undertake to keep confidential all data and other confidential information supplied to Seller by LoveThisStuff under this Agreement and shall not sell or otherwise make such confidential information available to any third parties. Both parties hereby agree to keep information under this Agreement as confidential.

16.2 Except as agreed to by the Parties, the data of Buyers will be the exclusive property of LoveThisStuff, and Seller will not use the same for its own purpose or distribute such data in any form or means except for the purpose of this Agreement and shall keep such information 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 LoveThisStuff, and any other information, whether oral or in writing, received or to be received by Seller which is agreed to be treated under the same terms, whether expressly or by implication.

16.3 The obligations under this Clause shall survive the termination of this Agreement.

17. INDEMNIFICATION

17.1 Seller agrees and undertakes to indemnify and to hold harmless LoveThisStuff, its affiliates, successors, agents, assigns, and each of its 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

1. Any breach or alleged breach by the Seller or breach by Seller in fullfulling its obligations, representations, or warranties hereunder;
2. Any violation by the Seller in respect of applicable law or regulation;
3. Any breach by the Seller of any LoveThisStuff Policies or any other policies.

17.2 Additionally, the Seller shall, at all times and to the complete satisfaction of LoveThisStuff and without demur, at its own expense, indemnify, defend and hold harmless, LoveThisStuff and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against LoveThisStuff 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 on part of Seller in the performing or observing 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.

18. ASSIGNMENT

18.1 The rights and obligations under this Agreement shall not be assigned or transferred by Seller to any third party whomsoever, during the Term of this Agreement.

18.2 LoveThisStuff 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.

19. SUSPENSION AND TERMINATION

19.1This Agreement may be terminated:

1. By LoveThisStuff, with immediate effect, if Seller 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 LoveThisStuff Policies;
2. By LoveThisStuff, without any reason, by giving Seller a prior written notice of seven (7) days; or
3. By LoveThisStuff, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against Seller, or Seller 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 Your assets;

19.2 LoveThisStuff also has the right to suspend Sellers access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell its Products on the Website) on the occurrence of any of the termination triggers specified under this agreement

19.3 In case of Termination by the Seller: Seller may terminate its account with LoveThisStuff by sending a written request 7 days prior to support@lovethisstuff.com. However Seller shall ensure that all the outstanding bills are cleared to LoveThisStuff under this agreement and Seller has completed all its orders accepted under this agreement.

20. CONSEQUENCES OF TERMINATION

On termination of this Agreement:

20.1 LoveThisStuff, with immediate effect will block Sellers access to the Seller Panel and/or Website. Consequently, Seller shall not be able to offer any Products to the Buyers thereafter; and

20.2 Seller shall return to LoveThisStuff all the confidential information of LoveThisStuff and all other properties and materials belonging to LoveThisStuff. Where the confidential information cannot be returned in material form, Seller shall destroy all LoveThisStuf’s confidential information and shall provide LoveThisStuff certificate of destruction of confidential information not in material form.

20.3 Once Seller arrangement under this Agreement is terminated by LoveThisStuff for any reason whatsoever, shall not have the right to re-register himself as a Seller on the Website at any time after such termination, unless LoveThisStuff, in its discretion, permits such re-registration.

20.4 It is agreed that provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties to this agreement.

20.5 On the termination of the Agreement, Seller will be entitled to sale Proceeds which had become due to Seller on account of any purchase of the Products, made through the Website, prior to the date of termination, under this Agreement. However, LoveThisStuff shall be entitled to adjust any monies, due from Seller to LoveThisStuff under this agreement before making the final settlement to the Seller.

20.6 On Termination of the Agreement Seller don’t have any contractual or legal right to continue to use on-line platform/ website/ mobile apps of LoveThisStuff.

20.7 If Seller or LoveThisStuff terminate sellers account, seller shall lose any information associated with sellers account, including contents therein.

20.8 In case of LoveThisStuff getting hindered as a result of Sellers sale of products under this agreement, the terms of this agreement shall remain in force even after sellers access to the Service is terminated, or even after the termination of this contract.

20.9 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.

21. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

21.1 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 LoveThisStuff. Arbitration shall be held at Bangalore, Karnataka, India. The proceedings of arbitration shall be in the English language. The Arbitrator’s award shall be final and binding on the Parties.

21.2 The Agreement shall be governed by and construed in accordance with the laws of India. The courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.

22. AMENDMENT

LoveThisStuff may amend the terms and conditions of this Agreement including the Commercial Term Segment and LoveThisStuff Policies at any time in its sole discretion by intimating Seller by way of notification on the Seller Panel and/or by sending an email to the email ID provided in the Seller Registration Form. It is Sellers responsibility to review amendment notifications from time to time. Seller will be deemed to have accepted/agreed such amendments, if Seller continue to access the Website/Seller Panel after the amendments are notified by LoveThisStuff herein.

LoveThisStuff may modify any other policies such as the Terms of Service, the Privacy Policy and the Copyright Policy, at any time at its sole discretion without any notification to Seller. It is Sellers responsibility to review the same from time to time. Seller will be deemed to have accepted these modified policies as amended, if seller continue to access the Website after the modifications posted on the Web Site.

23. MISCELLANEOUS

23.1 If Seller prefer to route its Product through Fulfillment Centre of LoveThisStuff, as and when this option is made available to Seller by LoveThisStuff, then the following conditions shall apply:

The Products will be insured by LoveThisStuff against fire, burglary, flood etc.

1. In case of pilferage and damages (post Quality Check) risk will be borne by LoveThisStuff.
2. The Product Details for reconciliation would be shared as per Seller requirement every fortnight.
3. The Products lying in the Fulfillment Centre, for which order is not placed by the Buyer, shall be returned to the Seller periodically upon confirmation with LoveThisStuff.

23.2 However, in case of any claim with any insurance company or insurer, the Seller shall fully co-operate with LoveThisStuff and provide all necessary documents as may be requested by LoveThisStuff. However, all claims arising out of the damages, pilferage fire, flood and burglary of the Products, the same shall be subject to the terms and condition of the original insurance cover entered with LoveThisStuff.

23.3 LoveThisStuff shall not be responsible for any damage to the Products except where a Product is damaged in the warehouse under the Fulfillment Centre delivery model. In the event a Product is damaged in the Fulfillment Centre due to any fault solely attributable to LoveThisStuff, then LoveThisStuff shall only be liable to pay Seller an amount not higher than the actual cost of the Product paid by Seller to purchase such a Product.

23.4 Similarly, LoveThisStuff 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, under the Fulfillment Centre delivery model.

24. Force Majeure

24.1 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 Party 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 LoveThisStuff. Seller 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.

24.2 Entire Agreement: This Agreement, along with the Commercial Terms Segment and LoveThisStuff Policies shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties 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.

25. Notices:

Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested, or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is given. Notice to Seller shall be issued at the address provided by Seller in the Seller Registration Form, as amended by Seller from time to time.

26. Waiver:

Parties to this contract 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.

27. 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.

28. There are several underlined words and phrases that are hyperlinked to various rules and policies on the Website. Seller represent that Seller have read this entire Agreement and the policies hyperlinked herein and made available on the Website. By accepting this Agreement, Seller hereby accept all the policies hyperlinked to this Agreement and other rules and policies of LoveThisStuff applicable to Seller.

29.1 “Payment Collection Fees” shall mean the fees (or percentage) paid to the Payment gateway partner. This is 2% + GST

29.2 GST: Seller shall pay GST at the applicable rate from time to time. On the fee and other charges as mentioned in this agreement charged by LoveThisStuff to the seller.

29.3 Logistics facilitation fees are as follows: First 30 orders no charges applicable. Thereafter LTS will charge 3% logistics facilitation fee on all orders executed by Seller through this on-line portal.

29.4 Courier Charges for actual courier are based on package weight as follows: Rs 60 for every 0.5kg. e.g.: 0.5-1kg would be 120, 1-1.5kg would be 180 and so on and so forth.

29.5 The package weight for courier charges shall be calculated as under: Package weight or volumetric weight, whichever is higher. Volumetric weight: L x B x H (in cms) / 5000

29.6 “Packaging Material Charges” shall mean the charges for the packaging materials. The charges may vary from time to time depending upon the Packing Material used for packing the product.

29.7 Payments will be made twice in a month and is subject to change at sole discretion of LoveThisStuff. The Payments are made on 15th (for sales from 22nd of previous month - 5th of same month) and 30th of every month ( for sales 6th of same month - 21st of same month).