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Rules for Transactions

Section 1: Principle for Trade on SpanBuy.com

1.1 Principle of Honest Trade

Users (Sellers and Buyers) must abide by the principle of good faith in all of their Transactions (defined below) and perform Transactions as agreed between the parties in the relevant contract (in accordance with the product price, agreed date, place, delivery methods, payment solution, products inspection and acceptance procedures, etc), so as to maintain the market order of SpanBuy.com.

Sellers should not contact the buyers directly unless otherwise required and has to be notified to SpanBuy.com. Buyer should not contact Seller directly unless otherwise required and has to be notified to SpanBuy.com.

Any breach in trust and break of the honest trade policy will attract penalty of up to 50% of the order value or Rs. 50,000, whichever is higher. This policy is applicable to both the transacting parties.

1.2 Principle of Compliance

When using any services (including but not limited to transaction services) of SpanBuy.com in their Transaction, users must observe all applicable laws and regulations, these Rules for Transactions on SpanBuy.com (these “Rules”) and other rules published on SpanBuy.com from time to time (hereinafter referred to as 1.the“Relevant Rules”) and the agreement(s) applicable to the relevant service(s) on SpanBuy.com.

Section 2: Scope of Application of These Rules for Transaction

2.1 Scope of Application of These Rules for Transaction

These Rules apply to SpanBuy.com user cross-border transactions (hereinafter “Transaction”.

Section 3: The Purchase Contract of Cross-border Trade Transaction

3.1 The Purchase Contract of Cross-border Trade Transaction

SpanBuy.com provides the online transaction systems and relevant technical services to support sellers and buyers to conclude Transactions online (collectively referred to as “Online Trade Services”). When sellers and buyers conduct online Transactions, they must observe these Rules, the SpanBuy.com Transaction Services Agreement and the service agreement of SpanBuy.com in connection with each Online Transaction Service (such as the service contract for Chinese suppliers) and the Relevant Rules. The buyer and the seller has the obligation to confirm the agreement in respect of the above Transaction, and agree in good faith on the trade terms (ie, the number of products, prices, products features (e.g. specifications, materials), payment solution, delivery time, place and methods, as well as product inspection and acceptance methods. If a user uses Secure Payment, Trade Assurance or other special transaction services, the applicable agreement and/or rules for such special transaction services should apply first, and if the relevant circumstances is not expressly provided in such agreements or rules, these Rules shall apply. SpanBuy.com may decide if the relevant rules are applicable at its sole discretion.

To maintain an honest trading environment and proper market order on SpanBuy.com, in respect of those contracts that are entered into for the purposes of acquiring improper interests or are untrue or dishonest, SpanBuy.com may dispose of or penalize those Transactions and the accounts involved in such prohibitive manners at its sole discretion. SpanBuy.com reserves the right of recourse on all improper interests acquired through SpanBuy.com.

SpanBuy.com does NOT encourage users (as the buyer or the seller) to conduct the Transactions by means of traditional offline trade after having approached each other through Online Trade Services or via SpanBuy.com, and strongly suggest such users to keep relevant trading documents, and protect their own interests. For such disputes based on the offline trade, SpanBuy.com provides intervention and/or mediation on a limited basis.

Section 4: Payment

4.1 Payment

After the contract is confirmed, buyers and sellers should complete the payment process in accordance with the terms of the SpanBuy.com Supplemental Services Agreement. Buyer should complete payment pursuant to the payment amount, payment method and specified accounts stipulated in the contract. If user uses special transaction services like Secure Payment or Trade Assurance, the Transaction would be governed by the payment rules for such special transaction services (if applicable); however, if not expressly provided in such rules, then these Rules will apply. SpanBuy.com may decide at its sole discretion if and which of the Relevant Rules are applicable.

In order to protect the rights of buyers and sellers, SpanBuy.com strongly suggests users to use the payment methods accepted by the Secure Payment and the Trade Assurance transaction service products.

Unless otherwise stipulated, regular extra charges (e.g. bank charges or third-party service fees) arising under a Transaction shall be borne by the users who use the specific products or services. Both the Buyer and Seller should bear the risk of fluctuations in exchange rate.

Payment to Sellers Terms & Conditions:

  1. Sellers will receive the payments from SpanBuy.com on 10th, 20th and 30th on each month and after the delivery of the products, depending on the delivery to the Buyer, for the products sold using the payment methods defined by SpanBuy.com and as part of the Seller Business Protection Program and Buyer Payment Payment Protection Program.
  2. Sellers opting for Cash-on-Delivery will receive the payments from their respective shipping/delivery partners directly and SpanBuy.com does not hold any responsibility in collecting the payments on behalf of the sellers from their respective buyers and the delivery partners and delivery service providers.

Section 5: Transaction Disputes and Mediation

5.1 Transaction Disputes and Mediation

Where users conduct Transactions by means of traditional offline trade after having approached each other through Online Trade Services or via SpanBuy.com, any dispute arising in such Transaction must be settled by and between the buyer and the seller through their own negotiations. If the parties fail to negotiate or to reach any agreement through negotiation, either party or both parties may submit the Transaction dispute to SpanBuy.com for mediation. SpanBuy.com has the right to determine whether to accept the complaint relating to the relevant dispute in accordance with the Relevant Rules. In such a dispute, the user initiating the complaint relating to a Transaction dispute and filing a claim for determination is referred to as the complainant and the other party as the respondent.

To facilitate complaints handling, SpanBuy.com provides an online system for filing complaints (hereinafter referred to as the “Contact Us”). Parties to a dispute should submit complaints, counter-notices and supporting evidence through the Contact Us. If the complainant fails to provide the relevant supporting documents within the required time period or the supporting documents submitted by the complainant are insufficient to substantiate its claim, SpanBuy.com has the right to refuse to accept the complaint and close the case accordingly.

Transaction Type Claim Period Mediation Period Guarantee Amount
Transaction via Trade Assurance May vary depending on the scope of assurance in the Purchase Contract but in no case shall it exceed [90] days of the date of shipment. SpanBuy.com dispute specialist will give a reply within [20] days. For special case, the arbitration process period may be extended. May vary depending on the scope of assurance in the Purchase Contract but in no case shall it exceed the actual payment amount of the order.
Transaction via Secure Payment From the payment date to buyer confirmed date of products received or system default date of products received, but in no case shall it exceed [90] days.
Transaction via offline payment methods Within [90] days from the appointed date of delivery.

SpanBuy.com currently accepts complaints on three Transaction types, including: Pay by SpanBuy (NEFT/RTGS/IMPS), RazorPay – Credit Card, Debit Card, Net Banking, PayU Money – Credit Card, Debit Card, Net Banking

Remark: The content of the above table in relation to Trade Assurance and Security Payment shall be for references only. In the event of discrepancies, the relevant agreed terms and rules applicable to the above listed services shall be final.

In respect of complaints relating to suspected fraudulent trades (including but not limited to the scenarios of failure by seller to deliver products after receiving payment, material breaches by seller in delivering products inconsistent with the product specifications and failure to make payment by buyer upon receiving products), SpanBuy.com reserves the right to extend or to not impose a limit on the complaints period and mediation period.

Sellers have the obligation of resolving after-sales problems in accordance with its after-sales service commitment to buyers and at the same time abiding by relevant laws, regulations and/or the Relevant Rules on SpanBuy.com. When a user fails to perform its commitment as promised to the other party, causing the parties to fail in achieving the relevant fundamental commercial objectives, SpanBuy.com reserves the right to extend or not to place a limit on the complaints period.

In respect of a dispute that SpanBuy.com has decided to accept, SpanBuy.com will ascertain the relevant facts in accordance with the Relevant Rules. The parties have an obligation to actively provide relevant factual evidence to substantiate their claim, and SpanBuy.com has the right to use their independent judgment based on the collected materials and make a decision accordingly. If it is determined that a party has committed any breach or violation, SpanBuy.com will impose penalties in accordance with the relevant service agreement and the Relevant Rules.

As SpanBuy.com is not a professional dispute resolution institution and has a limited capacity to identify evidence and settle disputes, SpanBuy.com does not warrant that the results of dispute settlement will meet the expectations of the buyer and the seller, nor will it be liable in any way for the results of dispute settlement. In case the buyer and the seller still cannot reach an agreement on a relevant dispute after SpanBuy.com steps in to mediate, the buyer and the seller must settle the dispute through litigation, arbitration or other means. In addition, the settlement by SpanBuy.com does not exempt the responsible party from any punishment under applicable laws and regulations.

If a settlement or compromise has been reached between the parties to the dispute, and the complainant retracts the complaint against the respondent, SpanBuy.com has the right to exempt the respondent from relevant penalties, unless the retraction of complaint has been found to be due to the respondent’s inducement, threat, coercion or other improper means, or SpanBuy.com deems that the exemption is improper.

Section 6: Assessment on Transaction, and Communication Between Buyers and Sellers

6.1 Assessment or Communication on SpanBuy.com

Buyers may provide an assessment for transactions completed via one of the online transaction methods approved by SpanBuy.com.

Transaction Type: Timing for Providing Assessment
Transaction via Trade Assurance: Time stipulated under the contract, but in no case shall it exceed [45] days of the agreed date and time.
Transaction via Secure Payment: Following the buyer’s confirmation of receipt of products or confirmation of receipt of products by SpanBuy.com’s system, which shall in any case be within [30] days from the confirmed date of products received in each case.

Remark: The content of the above table in relation to Trade Assurance and Security Payment shall be for references only. In the event of discrepancies, the relevant agreed terms and rules applicable to the above listed services shall be final.

With respect to any assessment or communications on SpanBuy.com, it is prohibited to use illegal or improper remarks (including but not limited to, spam messages, pornography, insult, defamation, unauthorized disclosure of another person’s private information (eg, name, contact information, address, etc), language that infringe a third party’s legitimate rights or otherwise are detrimental to the stability of society). SpanBuy.com has the right at its sole discretion of hiding, masking or deleting any such content and the corresponding evaluation grading, and dispose of or penalize the related accounts.

SPANBUY MERCHANT (VENDOR) AGREEMENT

AVAILING THE SERVICE OFFERED BY WEBSITE SPANBUY.COM SHALL MEAN THAT THE MERCHANT AGREES WITH THE FOLLOWING TERMS AND CONDITIONS MENTIONED AS UNDER IN THE MERCHANT AGREEMENT:

This Merchant Agreement (hereinafter referred to as the “Agreement”) is entered between the “Merchant” / “Seller” / “Vendor” (You or the entity you are representing) and SpanBuy.com, (hereinafter referred to as “SpanBuy”) a website owned by a Buceit Ventures Private Limited a company incorporated under the provisions of Companies Act, 1956, having its registered office located at 102, Vaswani Golf Vista, Jacaranda Block, Challaghatta, Bangalore, Karnataka, India.

The Agreement shall put forward the terms and condition that shall govern all the online activities carried out by the Merchant while using the services and technology provided by SpanBuy.com for the term of their association with imfibeam.com.

“Merchant” and “SpanBuy” shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

WHEREAS:

  1. SpanBuy has its skilled expertise and knowledge in the field of providing an E – commerce platform services to enable retailing of various products and services to consumers in India across several categories under its owned URL named www.spanbuy.com
  1. SpanBuy, has represented to Merchant about its skills and expertise in the field of E – commerce and on which Merchant has agreed to engage the Services of E – Commerce on the below mentioned terms and conditions of the Agreement.
  1. Merchant hereby appoints SpanBuy for the purposes of providing an E-Commerce Platform to the Merchant and SpanBuy hereby accepts such appointment for providing such services during the Term (as defined hereinafter) of this Agreement.

NOW THEREFORE in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows:

  1. DEFINITIONS: –
    1. “Merchant”: Person or any entity who desires to establish an online store for selling products or services using the space provided by SpanBuy, by accepting this agreement’s terms and condition.
    1. “Merchant Materials”: means all Trademarks, Content, information, data, materials, and other items (excluding Technology) provided or made available by Merchant or its Affiliates to SpanBuy or its Affiliates.
    1. “Merchant Order” means an order for a Merchant Product initiated through the website or via customers calling the Telephone Number pursuant to this agreement.

1.4. “Catalogue Data” Shall mean any and all the catalogue date or information including but not limited to price, image etc. in the format mutually agreed by the parties in relation to the product provided by Merchant to SpanBuy.

    1. “Catalogue management”: Catalogue management shall mean managing the content on the website which is primarily done using tools like the Content Tool (a module that has been developed to upload / manage product information on the website). The catalogue is uploaded using this tool and any subsequent product or content uploads or modifications are managed using this tool as well.
    1. “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products on SpanBuy.com.
    1. “E- Commerce Engine”: E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Catalogue Management; Product and Price Updates, Vendor and Delivery Partner Management, Order Processing and Vendor Fulfillment.
    1. “Encryption”: Encryption means the 3-D secure protocol provided by Visa/ MasterCard to enhance the security of internet payments which shall be implemented and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank where in the card details are entered and the transactions authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the issuer Domain (the bank issuer often credit card) and finally the Interoperability Domain (Worldwide Credit Card and support).
    1. “Intellectual Property Right” means any and all trademark patent rights, industrial design rights, copyrights, mask work rights, confidential information rights, trade secret or know-how rights, all rights of whatsoever nature in computer software and data, and any other intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered. IP Rights shall also include all rights in any applications and granted registrations for any of the foregoing rights.
    1. “Online Promotions”: Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.
    1. “Payment Gateway Engine”: Payment Gateway Engine shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net banking, Pay by Cheque, Cash on delivery. The payment gateways are safe methods of payments which are 3D secured.
    1. “Price” shall mean the cost at which the Products are to be delivered to the Customer exclusive of Shipping charges, applicable taxes if any.
    1. “Products” shall mean the products, varieties, designs and SKUs of Merchant uploaded at SpanBuy.com and such other products that may be uploaded to the SpanBuy.com from time to time for distribution/sales under this Agreement

1.14. “Service charge” shall mean the margin per transaction charged by SpanBuy to the Merchant at the rates agreed to between the parties, upon the sale of product on online store. (i.e. Margin per transaction charge for Merchant Product sold through SpanBuy or any of its Affiliate website.

    1. “Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions and can seamlessly integrate with most vendor partners, Courier partners and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.
    1. “Shipping Charges” shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer.
    1. Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as synonym for URL. The best-known example of a URL is the “address” of a web page on the World Wide Web.
    1. “Website”: shall mean www.spanbuy.com or any of its Affiliate website which are Powered by SpanBuy from time to time for display and sale of the Product.
  1. SCOPE OF SERVICE: SpanBuy is engaged in the business of online shopping portal for sale and distribution of various products under various categories to the public at large through its website www.spanbuy.com (“Website”), SpanBuy will provide a panel to Merchant through which Merchant will upload, create their catalogue for sale and distribute their products through www. SpanBuy.com monitor and update order information received in their panels.
  1. ROLES AND RESPONSIBILITY OF SpanBuy:
    1. SpanBuy shall bring in their technology through website development, online promotions, e- commerce engine and payment gateway integration and customer service for successful operation of website.
    1. SpanBuy will be responsible for managing the customer service for only such Products that sold through the www.spanbuy.com
    1. SpanBuy will be responsible for chargeback claims, if any product of Merchant sold through

www.spanbuy.com and its affiliates.

    1. SpanBuy shall also be responsible for processing all refunds for the Merchant products sold through SpanBuy.com.
    1. The software platform; e-commerce engine and payment gateways will remain the sole property of SpanBuy.
    1. SpanBuy shall have the sole right and discretion to decide about the selection and listing of Products on its website (i.e. SpanBuy.com).
    2. SpanBuy shall not be liable for any manufacturing defect in the product in any circumstances.
  1. ROLES AND RESPONSIBILITY OF MERCHANT:
    1. Merchant agrees to be Merchant of SpanBuy for the sale and distributions of their product through SpanBuy.com during the term of this Agreement.
    1. Merchant shall be solely responsible to create and edit and to make live their product catalogue for display and sale of their products through SpanBuy.com and Merchant will be responsible for updating / publishing or maintaining such information and will do so using the SpanBuy Panel provided by SpanBuy to Merchant. SpanBuy shall not be liable for any catalogue creation, updating and management of Merchant Products catalogue.
    1. Pricing of Product: Pricing of the Merchant Product will sole prerogative of Merchant in panel provided by SpanBuy and web selling price of the Product (i.e. Product selling price on SpanBuy.com) is sole discretion of SpanBuy.
    1. Pricing Updates Merchant shall be solely responsible for pricing update of their products (including discount and promotion information) on merchant panel provided by SpanBuy. All the Pricing update shall be done through panel provided by SpanBuy to Merchant and SpanBuy shall not be liable in any circumstances for any pricing update of Merchant Product. Until a new price update by Merchant to their catalogue, Merchant will abide by the earlier price provided.
    1. Inventory Updates: Merchant shall be solely responsible for inventory updates of their products (including discounts and promotions and information about product discontinuation) from time to time for publishing on the SpanBuy website. All the Pricing or inventory update shall be done through panel provided by SpanBuy to Merchant and until a new inventory update is published to SpanBuy.com, Merchant will abide by the earlier inventory update. SpanBuy shall not be liable in any circumstances for any inventory update of Merchant Product on SpanBuy.com
    1. Fulfillment of Product: During the Term of this Agreement, Merchant will be solely responsible for Fulfillment of their products to end customer for products sold in connection with Merchant transaction through its website or Merchant Products sold through Merchant catalogue on www.spanbuy.com, Merchant will source, pick, pack and dispatch the products to the applicable addresses of end customer.
    1. Reverse Logistics:
  1. Merchant will be solely responsible for accepting and processing including pick, pack and returns of their Products and will communicate to customers all necessary information for the return of Products which are sold through www.spanbuy.com
  2. SpanBuy at its sole discretion will refund the entire amount of the product/s to the customer, in case of failure of the Seller to arrange for reverse pick up within 10 days from the day customer raises a return request.
  3. In case customer to send the product package return and incurred the logistic charges, then the same will be refunded to end customer and SpanBuy shall have right to recovered such charges from the Seller
    1. Return Policy: Further Merchant hereby agree to accept the return of their products due to damage or defects of the products up to 30 days from the date of delivery of the product to end customer.
    1. Non Delivery of Product: If any product is not delivered by Merchant to end-customer then in that case SpanBuy will not be liable for the same. However, in case if SpanBuy receive any complaint from end customer regarding non delivery of product, then in that case Merchant agreed to provide all the necessary details including proof of delivery, virtual proof of delivery to SpanBuy for providing sufficient reason to prove authenticity of delivery of such product.
    1. Ownership; Risk of Loss: Merchant will bear the risk and will be responsible for all loss of and/or damage of products at all times which are sold through website. Further Merchant will bear the risk and will be responsible for all the loss of and/ or damage of Products at all times which are sold through SpanBuy.com
    1. Insurance: Merchant shall at all-time shall be responsible for insuring the Products and shall take out adequate insurance policies to cover all kind of risks involved. Further the Vendor shall be responsible for making timely payment of the insurance premiums.
    1. Fulfillment of Specific Taxes: For avoidance of doubt and notwithstanding anything to the contrary herein, Merchant will indemnify, reimburse and hold SpanBuy harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, “Fulfillment Specific Taxes”) to the extent such taxes or fees are: (a) assessed on SpanBuy as a result of inventory, packaging, gift wrap and other materials (i) owned by Merchant and/or (ii) sold to customers as contemplated hereunder; and (b) the primary legal obligation of Merchant.
    1. Invoicing: Merchant will raise an invoice directly to the end Customer for all ordered successfully fulfilled by the Merchant to end customers.
    1. Merchant shall provide a Self-Attested copy of GST Certificate, VAT Certificate, TIN No, PAN Card. & Merchant Bank account details / Cancelled cheque and copy of RTGS mandate form.
    1. By entering into this Agreement and posting a listing for fixed price sale, Merchant agree to complete the transaction as described by this Agreement. Merchant acknowledge that by not fulfilling these obligations, Merchant action or inaction may be legally actionable.
    1. Merchant is obligated to sell the product at the listed price to end customer who meet the Seller’s terms. By listing an item in a fixed price sale, Merchant represent and warrant to prospective Buyers that Merchant have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
    1. Before a Seller lists an item, the Seller needs to find out if the item is allowed to be sold on the website and if the type of item is subject to certain restrictions, to avoid potential issues with Seller listing. As a Seller, you are ultimately responsible for making sure that Selling an item is legal under applicable laws. By entering under this Agreement, Merchant represent that it shall not list the products which are prohibited under law and not engaged in any of the following activities:

Prescription drugs or herbal drugs or any kind

of online pharmacies

drugs or other products requiring a prescription by a licensed medical practitioner

Pyrotechnic devices

and hazardous materials

fireworks and related goods; toxic, flammable, and

radioactive materials and substances

Regulated goods

air bags; batteries containing mercury; Freon or 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

stocks, bonds, or related financial products

Tobacco and cigarettes

cigarettes, cigars, chewing tobacco, and related

products

Traffic devices

radar detectors/jammers, license plate covers, traffic

signal changers, and related products

Weapons

firearms, ammunition, knives, brass knuckles, gun

parts, and other armaments

Wholesale currency

discounted currencies or currency exchanges

Live animals

Multi-Level

Marketing collection fees

Matrix sites or sites using

a matrix scheme approach

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

Violations of this Policy may result in a range of actions, including but not limited to the following:

  1. listing cancellation;
  2. limits on account privileges;
  3. account suspension; and/or
  4. loss of special status

*The above list is merely indicative and not exhaustive. SpanBuy may at its sole discretion, amend or modify this list.

    1. Brand Name Use & Restricted Word Policy: Merchant is not permitted to include any brand names or company logos in their listings other than the specific brand name authorised by the original manufacturer to be used for products being sold by Merchant under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose

Merchant to legal liability. Further, Merchant shall not be permitted to use the following words or phrases in their display names or listings

  1. SpanBuy (including all cognate & grammatical variations thereof);
  2. BVPL (including all cognate & grammatical variations thereof);
  3. Buceit Ventures (including all cognate & grammatical variations thereof);
  4. Indent (including all cognate & grammatical variations thereof); and
  5. Incept (including all cognate & grammatical variations thereof).
  1. REPRESENTATION AND WARRANTIES BY BENEFIT:
    1. Merchant undertakes that the goods/products delivered are defect free, without any encumbrances and there has been no IPR violation of any third party by the Merchant.
    2. For any defect in the products delivered by Merchant, Merchant shall be solely responsible for the same.
    3. Merchant shall be responsible for all/any repairs/replace etc. of the product prior / post the delivery of any such product.
    4. The warranties in relation shall strictly be in accordance with the Merchant warranty policy as applicable to the Product.
  1. COMMERCIAL TERM:
    1. For providing the services mentioned above Merchant will pay below mentioned Fees to SpanBuy as per plan mentioned under below table: –

Fixed Fee

Payment Gateway

Charges

Merchant Sales / Month

Rs 0

2%

Except Amex and Dinners Credit & Debit Card

Rs 0

3%

On All Amex and Dinners Credit & Debit Card

*GST charges will be applicable above the mentioned charges in the table above

    1. Fees Schedule: –
      1. Payment gateway charges will be deducted from the product sales and would be processed and paid to merchants after deducting the amount from the product sales. This amount as per above schedule of 2% as payment gateway charges will be deducted only if a buyers uses any of the payment gateways used on SpanBuy.com to place orders.
    1. Other Fees
      1. SpanBuy does various marketing campaigns on its site through various channels. The marketing channels may include, but not limited to, Promotion / Coupon Codes, Bank Promotions, Cash Back Offers, Emails, Website Showcase, Social Media Promotions, Category Specific Campaigns, Print Media Campaigns etc.
      2. Merchant, at the time of sign up, is enrolled by default to participate into these campaigns, so that SpanBuy can promote their products in the relevant campaigns. SpanBuy may or may not include Merchants products on the marketing campaigns as it depends on the nature of the campaigns.
      3. Merchant can opt out of from their Panels if they do not wish to participate in any of the promotions.
      4. The above mentioned Payment Gateway Charges of 2% will be levied even in case of cancellations and such fees will not be reversed and non-refundable.
      5. The Marketing fee for such participation is as per the table below:

Marketing & Promotions

Types

Charges

All Categories and All Merchants

Marketing Fee (Optional to Merchant)

As opted from the SpanBuy Services Catalogue

The marketing, advertising and promotion charges are optional and additional. The merchant may choose not to participate in any promotion

* Base prices of products are provided & uploaded by Merchants on SpanBuy.com

GST tax charges will be applicable above the mentioned charges in the table above

Calculation of Net Payable to Merchant:

(Merchant Price – Fixed Fees – Marketing Charges – Payment Gateway Charges on Web Selling Price

– Service Tax applicable).

Merchant ABC – Payable Summary

Opted to promote Mobiles

Example 1

Merchant uploaded price = Web Selling Price (SpanBuy Price)

Merchant uploaded price = Rs. 50000

Web Selling Price = Rs. 50000

Sales Proceeds of Mobiles

Rs. 50000

Deductions

Marketing & Promotion Charges @ 0%

Rs. 0

Fixed Fees as per Section 6.1

Rs. 0

Payment Gateway Charges @ 2%

Rs. 1000

Rs. – 1000

GST Tax @ 18%

Rs. – 180

Net Payable to Merchant ABC

Rs. 48820

Merchant ABC – Payable Summary

Opted to promote Mobiles

Example 2

Merchant uploaded price not equal to Web Selling Price

(SpanBuy Price)

Merchant uploaded price = Rs. 50000

Web Selling Price = Rs. 45000

Sales Proceeds of Mobiles

Rs. 50000

Deductions

Marketing & Promotion Charges @ 0%

Rs. 0

Fixed Fees as per Section 6.1

Rs. 0

Payment Gateway Charges @ 2% on Web selling price

Rs. 1000

Rs. – 1000

GST Tax @ 18%

Rs. – 180

Net Payable to Merchant ABC

Rs. 48820

    1. Taxes on Fees Payable by Merchant: Any and all Fees payable by Merchant hereunder are exclusive of all sales, service, use and similar taxes, and Merchant will pay any taxes that are imposed and payable by it on such amounts. All such taxes are the responsibility and for the account of Merchant.
  1. TRANSACTION PROCESSING:
    1. Collection of Payment: SpanBuy will collect the payment through its designated payment gateway and shall remain the sole property of SpanBuy only. On all the Payment Gateway aspects, the identity of SpanBuy shall be mentioned.
    1. SpanBuy shall be responsible for all customer complaints in regards to payment gateway issues and system related errors. All costs and liabilities arising due to the same shall be solely borne by Merchant. SpanBuy shall not be held liable at any point in time during the subsistence of this Agreement.
    1. Reimbursement: SpanBuy will be responsible to reimburse the amount collected for the sale between 1st to 15th day of each month latest by end of the current month and for the amount collected between 16th to 30/31st day of each month, latest by 15th day of next month for the order product that are sold and delivered successfully through the SpanBuy website (i.e. Merchant Product after deducting applicable fees (i.e. Monthly fix fees, Payment Gateway Charges, Marketing Fee, or any return orders by end customer if applicable) and taxes as mentioned under table at Clause no. 6.1
  1. RIGHTS AND LICENSES:
    1. General Reservations: As between the Parties, Merchant reserves all right, title and interest in and to the Merchant Intellectual Property and, no title to or ownership of any of the Merchant Intellectual Property is transferred or licensed to SpanBuy or any other Person pursuant to this Agreement. As between the Parties, SpanBuy reserves all right, title and interest in and to the SpanBuy Intellectual Property and, except as may expressly be set forth in this Agreement, no title to or ownership of any of the SpanBuy Intellectual Property is transferred or licensed to Merchant or any other Person pursuant to this Agreement.
    1. Order placed by any customer on SpanBuy website, then the customer database generated will become sole property of SpanBuy.
    1. Usage of SpanBuy Intellectual Property: Any SpanBuy Intellectual Property provided or otherwise made available to Merchant or its Affiliates may be used by Merchant and/or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Merchant will not:
      1. copy any SpanBuy Intellectual Property;
      2. distribute copies of any SpanBuy Intellectual Property;
      3. modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any SpanBuy Intellectual Property;
      4. use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any SpanBuy Intellectual Property; or
      5. Use any SpanBuy Intellectual Property to act as a consultant, service bureau or application service provider, or to permit remote access to any SpanBuy Intellectual Property.
  1. Term and Termination: This Agreement shall be valid and binding on both the parties until it is terminated by either party by giving 30 days’ prior written notice to the other party without assigning any reason whatsoever for such termination.

SpanBuy may terminate this Agreement immediately in case of breach of any of the provisions of this Agreement by the Merchant, if the Merchant does not proceed to cure the breach within ten

(10) days after receipt of a written Notice of the breach.

Termination for Bankruptcy, Insolvency, Winding Up, etc.

  1. Either party may terminate this Agreement with immediate effect upon written notice in the event that the other party abandons its responsibilities under this Agreement, becomes bankrupt or insolvent or files any proposal or makes any assignment for the Merchant of creditors, or an order is made for its winding up or a receiver is appointed for substantial part of its property
  1. On termination of this Agreement, all outstanding obligations of the parties under the terms of this Agreement shall continue to subsist until the same are fulfilled / realized in totality.
  1. INDEMNITY: Merchant will defend, indemnify and hold harmless SpanBuy and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Merchant representations, warranties, or obligations, responsibility set forth in this Agreement; or (ii) Merchant own website or other sales channels, the products Merchant sell, any content Merchant provide, the advertisement, offer, sale or return of any products Merchant sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products Merchant sell or content Merchant provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

Merchant shall indemnify and hold the SpanBuy and their subsidiaries, affiliates, successors, assigns, and their officers, directors, shareholders, employees and agents harmless against any material claim, liability, demand, loss, damage, legal cases, judgment or other obligation or right of action, which may arise as a result of: –

  1. Breach of any provision of this Agreement by Merchant;
  2. Misrepresentation by Merchant to SpanBuy or third Parties; or
  3. Anything done or omitted to be done through the negligence or otherwise, default or misconduct of Merchant or of its officers, directors, employees or agents.
  4. Breach of third party Intellectual Property right.
  1. LIMITATION OF LIABILITY: SPANBUY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS

OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER FORM OF ACTION.

  1. MISCELLANEOUS:
    1. Entire Agreement: This Agreement (including all Attachments hereto, and all documents incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties.
    1. Further Agreements; Consents: Notwithstanding that certain provisions of this Agreement contemplate that the Parties will mutually determine or agree upon certain matters, each Party acknowledges and agrees that: (a) it will not be entitled to unreasonably withhold its determination or agreement with respect to such matters, unless otherwise specifically provided herein; and (b) no failure to mutually determine or agree as to any such matters will excuse either Party performance of its other obligations under this Agreement.
    1. Assignment: Merchant is prohibited to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without the SpanBuy prior written consent.
    1. Independent Contractors: The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other behalf or in the other’s name.
    1. Personnel: Each Party’s personnel are employees, agents or subcontractors of such Party and are not employees, agents or subcontractors of the other Party. Each Party: (a) has exclusive control over its personnel, its labour and employee relations, and its policies relating to wages, hours, working conditions and other employment conditions; (b) has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its personnel; (c) is solely responsible for all salaries and other compensation of its personnel; and (d) is solely responsible for making all deductions and withholdings from the salaries and other compensation of its personnel and for paying all contributions, taxes and assessments in connection therewith.
    1. No Third Party Beneficiaries: This Agreement is for and will be enforceable by, the Parties only. This Agreement is not intended to confer, and does not confer any right or benefit on any Third Party.
    1. Non-Exclusivity: Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement or competitive with the business, products or services of the other Party or its Affiliates.
    2. Confidentiality: Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. For avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or other appropriate remedy (except to the extent that the original Party compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. If SpanBuy makes available any passwords or password-protected areas of any Website or other service (e.g., in connection with the use of any Management Tools), Merchant will use reasonable precautions to maintain the security of such passwords and password- protected areas. If Merchant becomes aware that any such password or password-protected area has been compromised, it will immediately notify SpanBuy of the same via a telephone number or other contact method (e.g., email address) designated by SpanBuy for such purpose, which will be promptly confirmed by notice in writing, and will change the applicable passwords.
    1. Press Releases: Merchant will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the SpanBuy prior written consent. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by SpanBuy. In the event SpanBuy issues any press release without prior approval of the Merchant with regards to this Agreement the same will not be considered as a material breach.
    1. 12.10.Arbitration: If Parties fails in endeavor to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement, the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 shall govern the arbitration proceedings. The arbitration shall be held in Bangalore, Karnataka. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. The arbitration proceedings will be held before the sole Arbitrator mutually appointed by the Parties. Any arbitration award will be final and binding on the parties and the Award shall include allocation of the cost of the Arbitration Proceedings Moreover judgment there on may be entered in any court of competent jurisdiction. This agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of Bangalore Karnataka shall alone have jurisdiction in all matters.
    1. 12.11.Governing Law and Jurisdiction: This agreement shall be construed only in accordance with the laws of India. In respect of all, Claims, matters/disputes arising out of, in connection with or in relation to this Agreement, only the competent Courts at Bangalore, Karnataka shall have exclusive jurisdiction. No other Court shall have jurisdiction to deal with any dispute or any matter between the parties arising out of this Agreement.
    1. 12.12.Force Majeure: Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a)

terminate this Agreement; or (b) extend the Term of this Agreement for a number of days equal to the duration of the affected Parties non-performance.

    1. 12.13.Waiver: To be effective, any waiver by a Party of any of its rights or the other Party obligations under this Agreement must be made in a writing signed by the Party to be charged with the waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at Law or in equity will be construed as a waiver or relinquishment to any extent of such Party right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
    1. 12.14.Severability: If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
    1. 12.15.Notices: Except for notices for which an alternative procedure is identified in this Agreement, any notice or other communication under this Agreement given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Agreement will be or be deemed properly given unless sent by registered email with SpanBuy.com.
    1. 12.16.Non Solicitation: The Parties agree that during the term of this Agreement and 24 months thereafter or without the prior written approval of the other party, not to solicit for employment any employees of either party other than through general solicitation for employment among the public.
    1. 12.17.Survival of provisions: Notwithstanding anything contained herein, the provisions of clauses dealing with products & contents, rights and licenses; representations and warranties; indemnification, infringements, claim; governing law and jurisdiction, dispute resolution arbitration; notices and non-solicitation shall survive extinguishment of rights and obligations pursuant to termination of this agreement.
    1. 12.18.Code of Conduct: Seller shall comply and ensure that its logistic partner complies (seller and its logistics partner hereinafter collectively referred to as the “Parties”) with the following Code of Conduct at all times. SpanBuy reserves the right to blacklist the Seller or to make Seller pending if found violating any of the below. Seller must comply with all applicable laws and regulations (“applicable laws and regulations”). SpanBuy has no tolerance for bribery or corruption in any aspect of its business. SpanBuy’s policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement or money laundering. SpanBuy is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards. Parties shall not participate in, facilitate or permit any form of corruption, bribery, kickback, extortion, embezzlement or money laundering, whether with respect to public officials or to any other person. Parties shall comply strictly with all applicable laws and regulations and with SpanBuy’s policy set forth herein.

Merchant (Seller) shall respect the intellectual property rights of others and shall comply with applicable laws and regulations related to patents, copyrights, trademarks and trade secrets. Seller shall safeguard SpanBuy’s confidential and proprietary information. This obligation includes using commercially reasonable means to safeguard information technology systems on which SpanBuy’s information is stored or transmitted. In addition, Parties shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.

      1. Compliance with Applicable Laws and Anti-Bribery
      2. No Discrimination or Harassment
      3. Safe Work Environment
      4. Intellectual Property
      5. Confidential and Proprietary Information
      6. Additional Obligations
      7. Parties shall ensure that its personnel provide service with reasonable skill and care to ensure delightful customer experience.
      8. The personnel appointed by the Parties to deliver the shipment (“Personnel”) should carry

his identity card containing his/her photo and police helpline number prominently displayed.

      1. The Personnel under no circumstances shall:
        1. Contact customer beyond the provision of delivery services;
        2. Misbehave with customer while delivering shipment;
        3. Misuse or share any information provided by the shipper;
        4. Harass/stalk/bully customers through email, messages, call or any online or offline medium;
        5. Be involved in loss or theft of goods and cash;
        6. Provide wrong update on shipment and pick up status;
        7. Be rude with the customers; and/or
        8. Violate the delivery terms.
        9. Take any kind of unwarranted allowances such as tips from the buyers.
    1. 12.19.Change in Policy: The Site created and controlled by SpanBuy.com reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information to the customers or users of the services. Merchants are bound to understand the terms and conditions before accessing to SpanBuy.com and using the service provided by SpanBuy. Merchant continuous use of the site after the revising the terms and conditions will be consider as Merchant acceptance of the said revised terms and conditions.
    1. 12.20.DISCLAIMER: THIS DISCLAIMER SHALL BE APPLICABLE TO ANY PERSON, COMPANY, INDIVIDUAL OR ENTITY WHO HAS ENTERED INTO THIS MERCHANT AGREEMENT AND OTHER RELATED SERVICES PROVIDED HEREIN. THE INFORMATION CONTAINED IN THESE TERMS AND CONDITIONS HAVE BEEN PROVIDED SPECIFICALLY FOR THE PURPOSE OF OFFERING THE SERVICES MENTIONED IN THIS MERCHANT AGREEMENT AND THE SAME IS ACKNOWLEDGED AND DULY SIGNED BY MERCHANT. SpanBuy DOES NOT HAVE ANY METHOD TO ASSESS OR VERIFY THE VERACITY OF INDIVIDUAL’S OR ENTITY’S OR THIRD PARTY’S PRODUCT AND SERVICES WHICH ARE OFFERED UNDER THIS AGREEMENT. MERCHANT FURTHER AGREE AND ACKNOWLEDGE THAT MERCHANT ALONE SHALL BE HELD RESPONSIBLE FOR ANY PROFIT OR LOSS INCURRED DURING THE TERM OF THIS AGREEMENT.

SpanBuy.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. MERCHANT EXPRESSLY AGREE THAT MERCHANT USE OF THIS SITE IS AT MERCHANT SOLE RISK.

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