Selling on Myndia Service Terms
The Selling on Myndia Service (“Selling on Myndia”) is a Service that allows you to list products for sale directly via the Myndia Site. Selling on Myndia is operated by Myndia Business Solutions Private Limited. These Selling on Myndia Service Terms are part of the Myndia Seller Agreement (“Seller Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Myndia. By registering for or using selling on myndia, you (on behalf of yourself or the business you represent) agree to be bound by the seller agreement and these selling on myndia service terms. Unless defined in these Selling on Myndia Service Terms (including Selling on Myndia definitions) , all capitalized terms have the meanings given them in the Seller Agreement.
S-1. Your Product Listings and Orders
S-1.1 Products and Product Information. You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Myndia Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Myndia Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Myndia Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Myndia Site. For each item you list on the Myndia Site, you will provide to us the state or country from which the item ships. The Product listed on Myndia should necessarily being Made in India products.
S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Myndia Site in the applicable product categories which are supported for third party sellers generally on the Myndia Site on the applicable Selling on Myndia Launch Date, and conduct merchandising and promote Your Products in accordance with the Seller Agreement (including via the Myndia Associated Properties or any other functions, features, advertising, or programs on or in connection with the Myndia Site). Myndia reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Myndia Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Myndia Site and Myndia may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.
S-1.3 Shipping and Handling Charges. For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Myndia Site and further subject to any shipping and handling charge Program Policies for the Myndia Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Myndia shipwell Products, Myndia will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Myndia Service Terms.
S-1.4 Credit Card Fraud. We will not responsible for the risk of credit card fraud (i.e. A fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.
S-2. Sale and Fulfilment, Refunds and Returns
S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by Myndia Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the Myndia Site for which you decide to register or use the Selling on Myndia Service, you will:
(a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Myndia-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Myndia Site at the time of the order and be solely responsible for and bear all risk for such activities;
(b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date;
(c) retrieve Order Information at least once each Business Day;
(d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Myndia Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement;
(e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement);
(f) provide to Myndia information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available;
(g) comply with all Street Date instructions;
(h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder;
(i) include an order-specific packing slip within each shipment of Your Products;
(j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and
(k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Myndia-Fulfilled Products, if any, the Fulfilment by Myndia Service Terms will apply to the storage, fulfilment and delivery of such Myndia-Fulfilled Products.
S-2.2 Returns and Refunds. For all of Your Products that are not fulfilled using Fulfilment by Myndia, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Myndia Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through Myndia. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfilment by Myndia, the Myndia Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Myndia Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Withdrawable Amount (as defined in Section S-5). In the event your balance in the Withdrawable Amount is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
S-3. Problems with Your Products
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by:
(a) credit card fraud for which we are responsible under Section S-1.4; or
(b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for Myndia-Fulfilled Products, if any, the Fulfilment by Myndia Service Terms will apply to non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
S-3.2 Guarantee and Chargebacks. If we inform you that we have received a claim under the “Guarantee” offered on the Myndia Site, or other dispute, relating to the offer, sale or fulfillment of Your Product(s) (other than a chargeback) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you
(i) Will not take recourse against the customer, and
(ii) Are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.
You will pay us:
(a) the applicable Commission Fee;
(b) any applicable Fixed Payment Processing Fees; and
(c) if applicable, the non-refundable Selling on Myndia Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on Myndia Subscription Fee” means the fee specified as such on the Selling on Myndia Fee Schedule for the Myndia Site at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Business Solutions Agreement; (y) “Fixed Payment Processing Fees” means the applicable fee, if any, as specified in the Selling on Myndia Fee Schedule for the Myndia Site; and (z) “Commission Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the Myndia Site specified on the Selling on Myndia Fee Schedule for the Myndia Site at the time of Your Transaction, based on the categorization by Myndia of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Myndia-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
All taxes or surcharges imposed on fees payable by you to Myndia will be your responsibility.
S-5 Sales Proceeds & Refunds.
S-5.1.Withdrawable Amount. Remittances to you for Your Transactions (excluding COD transactions) will be made through a Withdrawable Amount (the “Withdrawable Amount”) in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve“). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.
S-5.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the Terms & Conditions), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Myndia Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you.
“Designated Day” means any particular Business Day of the week designated by Myndia on a weekly basis, in its sole discretion, for making remittances to you.
“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Commission Fees due for such sums; (b) any Selling on Myndia Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Myndia Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Fixed Payment Processing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the shipwell Schedule for Myndia Site), if applicable; and (h)tax collected at source under applicable Law.
S-5.3. In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure”), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
S-6. Myndia’s Marketplace, Websites and ServicesMyndia has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the Myndia Site or the Myndia Associated Properties, and all aspects of each Service, including your use of the same. Myndia may assign any of these rights or delegate any of its responsibilities.
S-7. Tax Matters
In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, GST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by Myndia in advance in writing.
All payments by Myndia to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Myndia will retain, in addition to its net fees together with any applicable taxes that Myndia determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.
If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Myndia.
You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Myndia shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Myndia will have right to reject the claim if the claimed amount does not match with service fees invoices. Myndia shall maintain the right to recover any excessive claims paid to you.
Myndia has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Myndia successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
Selling on Myndia Definitions
“Myndia-Fulfilled Products” means any of Your Products that are fulfilled using the Fulfilment by Myndia Service.
“Myndia Refund Policies” means the return and refund policies published on the Myndia Site.
“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Myndia Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Myndia designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.
“Refund Administration Fee” means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.
“Required Product Information” means, with respect to each of Your Products in connection with the Myndia Site, the following (except to the extent expressly not required under the applicable Program Policies):
(b) SKU and EAN/UPC numbers and other identifying information as Myndia may reasonably request;
(c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Myndia from time to time);
(d) categorization within each Myndia product category and browse structure as prescribed by Myndia from time to time;
(e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Myndia published image guidelines);
(f) Purchase Price;
(g) shipping and handling charge (in accordance with our standard functionality therefor);
(h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product;
(i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product;
(l) product dimensions;
(n) a delimited list of technical specifications;
(o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and
(p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).
“Seller-Fulfilled Products” means any of Your Products that are not fulfilled using the Fulfilment by Myndia Service.
“Selling on Myndia Launch Date” means the date on which we first list one of Your Products for sale on the Myndia Site.
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Myndia only.
Selling Partner API Terms
API-1 Description of the Selling Partner apis
The “Selling Partner apis” enable your systems to interface with certain features or functionality we make available to you. These Selling Partner API Terms concern and apply only to your use of the Selling Partner apis unless specifically provided otherwise. Under the Selling Partner API Terms, you may authorize parties who (a) develop Applications to support you using the Selling Partner apis or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Marketplace Developer Agreement (“Developers”) to access Myndia Transaction Information and your Materials via the Selling Partner apis. If you wish to use the Selling Partner apis directly or develop software or a website that interfaces with the Selling Partner apis or the API Materials (an “Application”), you must register as a Developer.
We may make available Selling Partner apis (including the Marketplace Web Services apis) and software, data, text, audio, video, images, or other content we make available in connection with the Selling Partner apis, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the “API Materials”) that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Selling Partner apis solely for the purpose of supporting your business on Myndia. All terms and conditions applicable to the Selling Partner apis and the API Materials in this Agreement are solely between you and us. API Materials that are public or open source software (“Public Software”) may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply.
API-2 License and Related Requirements
We grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Selling Partner apis and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Selling Partner apis, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Selling Partner apis or the API Materials (the “Selling Partner API Specifications”), and our internal data center facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Selling Partner apis or the API Materials (the “Myndia Network”).
API-2.2 License Restrictions.
You may authorize Developers to access your Materials through the Selling Partner apis and the API Materials only through apis documented and communicated by us in accordance with any applicable Selling Partner API Specifications. You may not and may not authorize any other party to do any of the following with the Selling Partner apis and the API Materials:
(a) reverse engineer, decompile, or disassemble them;
(b) modify or create derivative works based upon them in whole or in part;
(c) distribute copies of them;
(d) remove any proprietary notices or labels on them;
(e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Selling Partner apis and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone;
(f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them;
(g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas;
(h) access or use them for any purpose unrelated to your use of Services; or
(i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties. The limitations regarding data use in Section 10 above apply to any information you receive by the direct or indirect use of the Selling Partner apis.
API-2.3 No License for Direct Access.
For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly access or use the Selling Partner apis, or install, copy, use, or distribute API Materials. Direct use of the Selling Partner apis may only be licensed to Developers.
API-2.4 Account Identifiers and Credentials.
You must use the account ids and any unique public key/private key pair issued by us to provide access to your data via the Selling Partner apis (“Account Identifiers and Credentials”) in accordance with these Selling Partner API Terms to authorize Developers to access the Selling Partner apis on your behalf. You may only authorize access to Myndia Transaction Information and Your Materials via the Selling Partner apis in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.
API-2.5 Security of Your Materials.
You are solely responsible for authorizing others to access the Selling Partner apis on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling Partner apis (including as a result of your or any third party’s errors, acts, or omissions).
API-3.1 Termination of Your Access to the Selling Partner apis and the API Materials.
Without limiting the parties’ rights and obligations under this Agreement, the Selling Partner API Developer Agreement, or the Selling Partner API Licence Agreement, we may limit, suspend, or terminate your access to the Selling Partner apis and the API Materials for convenience with 30 days’ notice. We may terminate immediately if
(a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice;
(b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or
(c) your use of the Selling Partner apis and the API Materials may harm our customers.
Upon any suspension or termination of your access to the Selling Partner apis and the API Materials, you will immediately cease authorizing others to use the Selling Partner apis and the API Materials. Upon any termination of your access to the Selling Partner apis and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Selling Partner apis and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the Myndia Network for the purposes of the Selling Partner apis and the API Materials.
API-4 Modifications to the Selling Partner apis and the API Materials
We may change or discontinue the Selling Partner apis or the API Materials (including by changing or removing features or functionality of the Selling Partner apis or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 14.
The selling partner apis and the api materials are provided “as is”. We and our affiliate companies and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the selling partner apis or the api materials, including any warranty that the selling partner apis or the api materials will be uninterrupted, error free, or free of harmful components, or that any materials or data you access, use, store, retrieve, or transmit in connection with the selling partner apis, including your materials, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliate companies and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Further, neither we nor any of our affiliate companies or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) the inability to use the selling partner apis or the api materials for any reason; (b) the cost of procurement of substitute goods or services; or (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the selling partner apis or the api materials.