We are glad that you have chosen to be a part of the Wudbox Enterprises family. Please note that the tone of the content of this agreement does not reflect our sentiment towards this relationship. This document merely uses some legal templates that often have verbose and cold clauses. We in fact look forward to a cordial, long-lasting and fruitful relationship with you.
Whereas the First Party, Wudbox Enterprises (henceforth referred to as Company) is involved in business activities pertaining to the research, archival and sale of handcrafted goods, Wudbox Enterprises offers here a proposal for the Second Party to join the ‘Online handicrafts knowledge and sale’ platform.
Whereas the Second Party, ____________________________________ (henceforth referred to as Seller) is involved in the business activities pertaining to the research and manufacture of handcrafted goods.
Both parties have come together to let the ‘Online handicrafts knowledge and sale’ platform developed by the Company be leveraged for the sale and archival of the ‘goods and process/heritage’ produced and practised by the Seller.
Both parties request each other to execute the present deed of arrangement namely Partner Agreement in duplicate.
Purpose & Scope
The purpose of this agreement is to clearly identify the roles and responsibilities of each party as they relate to the use of the Company’s ‘Online handicrafts knowledge and sale’ platform for the sale and archival of the ‘goods and process/heritage’ produced and practised by the Seller.
A Seller who wishes to sell items on the website shall place a request through the Seller Registration Form provided on the website. The sellers shall provide true, correct and duly authorised data/ information and shall not be misleading, fraudulent, false, unauthorised and otherwise illegal. The Company has the right to suspend / terminate the Seller Registration and the use of the website by the Seller if the Company discovers or it is brought to the Company’s notice that the aforesaid data is misleading or does not comply with the User Agreement and the rules and polices made thereunder and in such case the seller shall also be liable for all the liabilities, risks, damages and consequences that may arise.
Post this, our representatives shall subsequently get in touch and organise visits/meetings/calls to conduct due diligence and setup handshakes for setting up seller showcase and syncing accurate inventory.
Invoicing, Shipping & Product Liabilities
Please note that we are a marketplace platform and provide only marketplace services to you and not logistics support.
We help Buyers and Sellers connect whereby as Sellers you are selling to customers via our platform and we are charging commission for services associated with it. Therefore shipping to customer is your responsibility. Any taxation related to sale of your products like VAT, CST etc is your responsibility. Also, the liabilities arising from the use, consumption and/or interaction with your products are solely yours and the Company will not be responsible for any loss or damage claimed by the customers buying your products.
Hold, Suspension and Termination of Seller Registration
In case of any breach or violation or suspected breach or violation of any of the provisions of this policy or the User Agreement, the Company may suspend and/or terminate the Seller Registration or may put the remittances on hold with respect to such Seller.
Upon identifying or being notified by any person or by law enforcement agency that Seller has violated any law in the performance of the transaction, the Company may immediately suspend the Seller Registration, notify law enforcement or any other authority including banks for appropriate action or act in any other way to cooperate with authorities or protect its interests.
Seller Registration is subject to the seller remaining an active User of the Website.
Know Your Customer (KYC) Documentation
At the time of Seller Registration and/or at any time thereafter and/or from time to time as may be required, the Company may seek KYC Documents from Seller and further usage of the website shall be subject to Seller’s submission of KYC Documents. ‘KYC Documents‘ shall mean such information, data or documents as may be specified by the Company from time to time which clearly and unambiguously verifies the details, including the Seller’s Bank Account provided by Seller at the time of registration with the company or at any subsequent date.
The Company may seek KYC Documents from the Seller at any point of time during the subsistence of this policy for compliance with the provisions of the User Agreement and the rules and polices made thereunder as well as compliance with applicable laws. The Company has the right to reject/question data within any one or more of the KYC Documents submitted by Seller and may ask for other documents or further information.
Charges Applicable to Sellers
The Company shall levy charges/fees from time to time (for providing facilities to sell on the website) to the Sellers in accordance with the Charges Policy incorporated herein by reference. The Company will provide the Seller with an invoice reflecting the charges on a monthly basis.
If the Seller avails of any of the services provided by the Company, the Seller will be liable to pay additional fees, charges in respect of the services availed as set out in the Charges Policy.
The Company reserves the right to change the Charges Policy and the related rules and policies from time to time. The Company may introduce new services and modify some or all of the existing services offered on the website. Any such changes shall be effective from the time that the Company posts the same on the website.
The Seller will be responsible for paying all charges associated with the use of the website and agrees to bear any and all applicable taxes, charges, cess, surcharges etc. levied thereon. The Seller shall pay to remit the appropriate charges to the Company or the Company will deduct such charges from the transaction price to be remitted to the seller. The Company shall issue the invoice (with detailed itemised breakup) after such deduction and remittance. Unless otherwise provided, the charges are payable by the Seller irrespective of any charge back, refund or non-fulfilment of the transaction.
The Company reserves the right to set minimum and maximum transaction limits on the website as it may determine for the safety of its Users.
You will only make one listing for each single item that is offered for sale by you on the website. If you propose to sell more than one identical item you will make a separate listing for each of them and if all listings result in successful sale you must be in a position to fulfil all such orders. All listed items must be listed in an appropriate category on the website. Each listing must contain only one specific item for sale.
You agree not to list and propose to sell any item on the website that is set out in the list of Restricted Items set out in Annex 1 hereto.
All listed items must be kept in stock for successful fulfilment of sales. No listing can contain a disclaimer that suggests that a sale will be completed or order will be confirmed only if the item is available with the Seller who is listing the item. You agree that you shall not list an item if you are not in a position to deliver it immediately.
You shall not make any listing in the nature of ‘wanted advertisements‘ that do not offer to sell an item but invites users to make an offer to you for sale of any item.
In no circumstances will you attempt to divert any user through your listing to any other webpage or provide him any information in order to conduct any transaction outside of the website.
The Company will be required to remove a listing only upon it being reported to be prohibited or restricted (Annex 1) or violative of applicable law or terms of the User Agreement. The Company is not deemed to have any knowledge of such prohibitive, restricted or violative listing until it has been reported to the Company. Upon receiving such reporting the Company will take best efforts to remove such listing at its sole discretion (but will not be liable to do so), within 7 days of receiving such reporting.
No Infringement of Intellectual Property of Company and Third Parties
You must ensure that the listed items do not infringe upon the intellectual property, trade mark, copyright, trade secret or other proprietary rights or rights of publicity or privacy rights of any third party.
Listings may only include content generated by you in the form of text descriptions, graphics and pictures that describe your item for sale.
You agree that use of logos or trademark owned by a third party producer or manufacturer can lead to infringement of intellectual property rights of such third party. You will be solely responsible for listing and use of such trademark or intellectual property on the website, and will hold the website and the Company indemnified and harmless against any claim by third parties that may arise in respect of such use. You agree that under no circumstances would you use brand names or trademarks not owned by you unless the item that you are listing on the website carries the brand name or trademark of its original manufacturer or producer.
You further agree not to use any intellectual properties of the website or the Company including its trademarks, brand name in any manner whatsoever. You will not represent to any user or third party, in any manner, that you are affiliated or associated with the Website or the Company beyond the capacity of being a ‘Seller’ or that you have any right to represent the website or the Company.
Appropriate Description in Listing
You shall be responsible for providing information relating to the items offered to be sold by you on the website. You undertake that all such information at all times shall be accurate and complete in all respects. You shall be required to provide us with images of the items offered by you and you may also choose to send us a video about you, your items and your organisation so that we can list the whole story and not just an item. This is, however, your decision.
The listing description of the item must not be misleading in any manner whatsoever and must describe the actual condition of the item. You shall not exaggerate or over emphasise the attributes of any items you propose to sell on the website so as to mislead other users in any manner. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the buyer. You agree not to use misleading titles for listing and not provide misleading or inadequate information about the artisan of any listed item. If for any reason you are unable to deliver to any specific location, destination or country, you must clearly mention the same on the listing. You shall not use unrelated keywords, or brand names (even if such use does not lead to any intellectual property right violation), or text unrelated to the item on offer for sale in your listing.
You shall not provide any information such as a catalogue of your items in your listing or on the items or packaging thereof which will enable a buyer to contact you outside the website to buy such item directly from you instead of buying it from the listing on the website. You shall not solicit users to send you payments by any method not approved or provided for on the website by the Company.
Any image used in the listing must be of the actual item proposed to be sold on the listing and you shall not copy images from other listings available on the website. You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the website.
You shall not endorse any item other than that being listed by you anywhere in the website. You agree not to provide any description in any listing made by you in any manner that suggests you are in any way connected to, or are representing or selling on behalf of a manufacturer or producer of the item unless you are the manufacturer or producer, or you have obtained a written permission or entered into an agreement with such manufacturer or producer under which you are entitled to represent as such.
[Any free or bonus item promised in a listing for promotional purposes must be delivered together with the main item being offered through the listing. All provisions of the User Agreement including the rules and policies made there under that apply to the main item will apply to the free or bonus item as well to the extent it may be applicable.]
Every 3 months (90 days) your unsold listings will expire and you will need to re-check their quality and presence in your physical inventory and subject to that remove or refresh the listing.
If the website provides for categories of items, then the Seller must take adequate care to list items in the appropriate category. Failure to do so may result is cancellation of listing.
Method of Payment
At the time of listing, of the various modes of payment provided by the Company (currently only the online payment gateway) on the website, you shall also choose the modes of payment which are acceptable to you and the buyer will have the option to pay the transaction price only by the modes of payment selected by you. If you fail to choose your preferred modes of payment, the buyer will have the option to pay the transaction price by any mode of payment provided on the website.
You represent and confirm that you shall be the sole and exclusive legal owner of all items of any description that you propose to offer for sale on the website. You shall have absolute right free of any encumbrance, lien, hypothecation, mortgage, charge, and adequate title and authority to deal in and offer for sale such items as may be listed by you on the website.
If it comes to your knowledge that any transaction or attempted transaction relating to any item listed on the website is violative of this clause or this User Agreement or applicable laws, you shall take all steps to inform the Company of the same forthwith.
Unfair Consumer Practice
You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws, including but not restricted to the Consumer Protection Act, 1986.
Buyers of items on the website are entitled to write reviews and rate the items as well as the Seller on the website. As a Seller, you accept that such reviews and rating may be adverse to your business, economic and other interests including reputation. You hereby relinquish any right you may have to take legal or any other action against persons who have provided such reviews/ratings against the Company or the website for any loss of business, reputation or any other loss arising out of such reviews or ratings provided by buyers and other users in consideration of being allowed to participate in the website for the purpose of selling your items.
The Company reserves the right to issue a warning, temporarily/indefinitely suspend or terminate your membership of the website and refuse to provide you with access to the website in case of non-payment of facility charges (if any) or any other fees payable by you to the Company . The Company also reserves the right to take legal action in case of such non-payment.
You hereby accept the obligation to ensure high level of buyer satisfaction. If you receive more than 10% negative reviews or feedback from users who have bought items listed by you, you will be considered to have failed to comply with this obligation. In such case, the Company may at its sole discretion cancel your listing, place limits on availability of services and facilities, suspend your account, demand a security deposit for future listings or continue your listings, impose higher fees and additional charges for permitting you to continue using the website for listing and selling items.
Ending of Listing
You understand and agree that the Company at its sole discretion may end any listing at any point of time without any notice and also in case where any listing does not result in a successful transaction within 30 days of listing. However, the Company may choose not to remove any such listing and extend the period of listing for such time as it thinks fit. A listing will naturally end if it results in a confirmed transaction.
Subject to the modes of payment chosen by the Seller upon successful receipt of the transaction price by the Company from the buyer, the Company shall notify the buyer and the seller that the transaction price has been received.
Rules for Dispatch
Seller is required to ensure quality packing and labelling within the number of dispatch days mentioned on the product listing.
Seller is required to ensure accurate pickup within the mentioned dispatch days.
Seller is required to hold proof of deliveries for 12 months.
You should dispatch the item only after receiving the payment confirmation from the Company.
You must use reputed postal/ courier service provider with good track record which provide tracking facility for shipped items. The postal/courier service provider shall submit a tracking ID to you which must be shared with the Company by you immediately.
You shall dispatch the items using only a delivery channel which provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ documentation. Such proof of dispatch and proof of delivery documentation (PODs) relating to the dispatch and delivery should be maintained by you for period of  months from the date of the Dispatch. The PODs should be furnished to the Company on demand within the timeframe as notified from time to time.
You agree that the dispatch details shall be true, correct and duly authorised and shall not be misleading, fraudulent, false, unauthorised or otherwise illegal and shall not contain any misrepresentation of facts.
You shall send an invoice addressed to the buyer for the transaction price together with the item at the time of dispatch.
You shall ensure proper packing of the item and ensure that one copy of the invoice is pasted on the outside for the logistics partner to clearly see.
If the Seller fails to provide the dispatch details as prescribed below, in addition to the cancellation of the transaction, such failure may lead to suspension and/or termination of Seller’s Registration and/or any consequent actions as specified in the User Agreement.
The Seller shall coordinate with the logistics partner, execute dispatch and ensure that the dispatch details are provided to the Company within 24 hours of dispatch. If the Seller fails to enter the dispatch details in the website within such prescribed time, the Company may in its sole discretion cancel the transaction and refund the transaction price (if paid) to the buyer.
The time within which the Seller or the Company is required to ensure delivery of the items to the buyer shall be calculated from the time the Seller enters the dispatch details on the website i.e. within 7 days from entering the dispatch details for delivery within India and within 21 days from entering the dispatch details for delivery outside India.
It is the sole responsibility of the seller to ensure that the goods shipped are received by the buyer are in good condition and not damaged for any reason whatsoever.
Remittance to Sellers
Seller and Company agree that the transaction price paid by a buyer will be remitted to Seller’s Bank Account contingent upon the following events:
Buyer confirming the delivery of items in the transaction, or
Buyer not taking any action on the website to confirm delivery or non-receipt of item within  days of expiry of the prescribed delivery time despite the confirmation of dispatch of item by Seller to the buyer, or
Buyer does not raise a refund claim within  days of expiry of the prescribed delivery time or if such claim has been raised by the buyer, the same is rejected by the Company on account of any breach of the User Agreement and the rules and polices made thereunder and/or applicable law, or
The Company reserves the right to keep on hold the remittance to the Seller for purposes of safety of the company’s interests and/or users.
In such case, the Seller will be intimated and required to complete additional check and verification and the Company may contact the Seller for verification of or additional information, details, data and documents.
The Company reserves the right to refund the transaction price that has been kept on hold to the buyer, if such requisite information, details, data and documents are not provided within the stipulated time, or the same is false, misleading, incorrect or incomplete.
Remittances to the Seller for their successful transactions would be in accordance with the provisions contained herein and applicable laws in India.
All remittances shall be made on a monthly basis.
Warranties and Undertakings
Seller warrants and undertakes that:
- All sales of items listed on the website are on principal to principal basis and bipartite contracts between seller and buyer. Seller shall be solely responsible for the quality, condition, description, trademark, delivery, warranty, payment, all applicable government taxes and duties, legality, legal title in relation to the items and other terms and conditions of the transaction. The Company by providing facilities on the website does not in any way becomes a party to the contract for the sale of the item.
- Seller shall maintain proper proof of delivery (POD) of the items sent to the buyer. PODs should be furnished to the Company on demand within the prescribed time period. Failure to furnish proof of delivery will be tantamount to the product not sent by the seller and the buyer will be entitled to refund.
In the event that:
- The Seller fails to deliver within the time prescribed; or
- The Seller sells or delivers any illegal, prohibited or counterfeit items; or
- The description of the items listed do not match the actual condition of the items or the items are defective or damaged on delivery; or
- There is any dispute between Seller and the buyer relating to the transaction, or
- The use of a valid card or valid bank account by a buyer while paying transaction price was unauthorised or was a result of fraud or hacking of bank account password; or
- The buyer claims a refund of or charges back the transaction price,
The Company has the right to take appropriate legal action including right to set off from subsequent remittances to Seller until such amount is fully recovered. In case the subsequent balances are not enough for recovery, within 7 days of receipt of a notice to that effect from the Company, the Seller shall pay the shortfall to the Company. In case the Company is not able to recover the shortfall, within the given time, it reserves the rights to take appropriate legal actions against Seller.
Seller further unconditionally indemnifies and hold harmless the Company, its affiliates and its third party service providers and their respective directors, officers and employees against any actions, proceedings, costs, awards, claims and damages however incurred by or arising against them as a result of any act or omission or neglect on Seller’s part while entering into and performing the contract with the Buyers or using the website.
In the event that any transaction price remitted to Seller is uncollectible and a claim is raised on the Company in respect thereof, the same shall be Seller’s financial responsibility and the Company shall have the right to recover any such amounts from the Seller in the manner provided herein above without any hindrance/ protest.
Seller shall abide by and complete all transactions in accordance with the description and conditions mentioned in such transaction and the provisions of the User Agreement and the rules and policies made thereunder.
Penalties verification and refund to Buyers
The Seller authorises the Company to perform certain checks before remitting the transaction price to Seller’s bank account to ensure the safety of the transaction, website and to mitigate any payment risks. As part of performing such checks, the Company will also have the right to hold the remittance to the Seller’s valid bank account and require Seller to furnish certain documents for verification purposes. The Company also reserves the right to refund the transaction price back to the buyer which the Company has withheld or continue holding the periodic payments (including all future payments) in any of the following conditions:
- If the Seller does not provide the requisite verification documents within the prescribed time frame communicated by the Company or as provided in the rules and policies of the Website; or
- If the verification documents submitted are invalid, tampered or forged; or
- If the verification documents suggest that the dispatch has been done to an address which is different from the shipping address provided by the buyer; or
- If the Seller has not dispatched the items using a recognised dispatch channel but used any other means; or
- If Seller has provided incorrect or invalid dispatch details or has not delivered the item to buyer; or
- If the Seller has listed an item which violates the User Agreement or the rules and polices made thereunder; or
- If the Seller has dispatched an item different from the description mentioned on the transaction, or
- The Company is instructed by any law enforcement agency or government or statutory authority to deny or decline or withhold such remittance.
In all the above cases the Company will not be held liable for any loss incurred by the Seller arising out of such refund.
In the case that due to one or more of the above mentioned events is found to have genuinely transpired and the sale is cancelled and the buyer refunded and the fault is found to rest with the Seller, in such a case the Company shall be entitled to recover from the Seller is incurred processing costs and charges. (Ref. Charges policy)
A chargeback occurs when the card-holder disputes a charge on his credit / debit card statement with his card-issuing bank. On receiving such complaint from the card-holder, the card issuing bank credits the card holder and recovers the amount from the Company. The Company is entitled to deduct such amount from any amount payable to the Seller by the Company. If no such amount is payable the Company may demand such amount to be paid forthwith by the Seller. The Seller will be notified of the recovery, if any, through an email and may receive an acknowledgement of payment if requested. If the payment gateway facility provider, bank or the service providers of the Company charge the Company with any penalty or fee or charge for such chargeback in respect of the transaction which the Company is required to pay, the Seller will be liable to pay such penalty or fee to the Company, and the same may be recovered in the manner aforesaid.
Company will try its best to facilitate discussions between the seller and the payment gateway/ bank for any dispute resolution in the above regard.
The Company will retain personal information in accordance with the privacy polices posted on the Website and applicable laws.
LIST OF RESTRICTED ITEMS
- Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine or champagne
- Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites
- Body parts which includes organs or other body parts
- Bulk marketing tools which includes email lists, software or other producers enabling unsolicited email messages (spam)
- Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free
- Child pornography which includes pornographic materials involving minors
- Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection
- Copyrighted media which includes unauthorised copies of books, music, movies and other licensed or protected materials
- Copyrighted software which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software
- Counterfeit and unauthorised goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorised goods
- Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
- Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
- Endangered species which includes plants, animals or other organisms (including product derivates) in danger of extinction
- Gaming/Gambling which includes lottery tickets sports bets, memberships/enrolment/ online gambling sites, and related content
- Government IDs or documents which includes fake IDs, passports, diplomas and noble titles
- Hacking and cracking material which includes manuals, how-to guides, information, or equipment enabling illegal access to software’s, servers websites, or other protected property
- Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts
- Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
- Offensive goods which includes literature, products or other material that:
- Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors
- Encourage or incite violent acts
- Promote intolerance or hatred
- Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals
- Prescription dugs or herbal drugs or any kind of online pharmacies which includes drug or any other products which requires a prescription by a licensed medical practitioner.
- Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable and radioactive materials and substances
- Regulated goods which includes air bags; batteries containing mercury; Freon or other similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items slot machines; surveillance equipment; goods regulated by government or other agency specifications
- Securities which includes stocks, bonds, or related financial products
- Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products
- Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products
- Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts and other armaments
- Wholesale currency which includes discounted currencies or currency exchanges
- Live animals or hides/skin/teeth, nails and other parts etc. of animals
- Multi level marketing collection fees
- Matrix sites or sites using a matrix scheme approach
- Work-at-home approach and/or work-at-home information
- Drop-shipped merchandise
- Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India.
- The merchant providing services that have the potential of citing the payment gateway facilitators in a poor light and/or that may be prone to “Buy & Deny” attitude of the cardholders when billed (e.g. adult material/mature content/escort services/friend finders) and thus leading to chargeback and fraud losses
- Business or websites that operate within the scope of law which are not absolutely clear or are ambiguous in nature (Web-based telephony, websites supplying medicines or controlled substances, websites that promise online match making, etc)
- Businesses out rightly banned by law (e.g. betting & gambling/publications and content that is likely to be interpreted by authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/ sweepstakes& games of chance)
- The merchant who deal in intangible goods/services (e.g. software download/health/beauty products), and business involving pyramid marketing schemes or get-rick-quick schemes. Any other product or service which in the sole opinion of the EBS or the Payment Gateway facilitators, is detrimental to the image and interests of either of them/ both of them, as communicated by either of them/both of them to the merchant from time to time. This shall be without prejudice to any other terms and conditions mentioned in this Agreement.
- Bulk marketing tools which includes emails, lists, software or other products enabling unsolicited email messages (spam)
- Web-based telephony/SMS/Text/Facsimile services or Calling cards. Bandwidth or data transfer/ allied services. Voice process/knowledge process services
- Mailing lists
We charge a handling fee of 25% on the sale price (+ 18% GST+ 1%TCS).
The handling fee is calculated on the sale price of the product of the Seller. Any direct or indirect discounts given by the Company will not be considered in the sale price. However, there are various models for different Sellers depending upon the assistance they would need from the Company in setting up their e-shop.
Also the company is entitled to extract payment gateway charge as applicable from the seller in case of failed transaction.