BLUE BARROWS INDIA SELLER PROTECTION POLICY AND AGREEMENT

Last Updated 15th July 2021

THIS SELLER AGREEMENT (hereinafter referred to as “Agreement”) is executed on the date of registration. (hereinafter the “Effective Date”).

BY AND BETWEEN

BLUE BARROWS INDIA PRIVATE LIMITED, a Private Limited Company incorporated under the  Companies Act 2013, having its registered office at Plot No. 3F, Flat No. C-1501, Geotech Pristine Avenue Sector-16C, Gaur City-2, Greater Noida, Gautam Buddha Nagar, Uttar Pradesh-201301where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Company”);

AND

______________, an individual aged ____, S/o of _________, residing at _________________ or M/s._____________, Private limited Company/Partnership/Limited Liability Partnership/One Person Company registered under the _________Act, represented by its ________,  having its office at ___________________, where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Vendor/Seller”);

The “Company” and the “Seller” shall be referred to” individually as “Party” and as “Parties” collectively, as the context may require.

The Company is in the business of operating a website www.bluebarrows.com and mobile application bearing the name “BLUE BARROWS” (hereinafter referred to as the “Platform”) which connects Users to the Sellers of varied handmade, natural and organic products including but not limited to bags, vases, wall hangings, skincare, cosmetics, paintings, bedsheets and kitchen essentials, food items, Home Décor, Handicrafts, Leather Items, Clothing, Art and Crafts, Wooden Crafts nutritional substitutes  listed for sale on the Platform.

WHEREAS the Seller is in the business of manufacturing and trading in ________________ (hereinafter the “Products”);

WHEREAS the Company wishes to enter into an agreement with the Seller and the Seller has agreed to offer for sale his products and/or services on the Company’s Platform by agreeing the terms and conditions, privacy policy and all other associated conditions and policies for the same.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:

DEFINITIONS

1. “Buyers/Customers” shall refer to those willing to avail services for the purchase and delivery of goods and services offered through the Platform and “Sellers/Vendors” shall refer to those from whom Buyers can purchase products through the Platform.
2. “GST Sellers” shall refer to Sellers who have GST registration.
3. “Non-GST Sellers” shall refer to Sellers without GST Registration.
4. “User” shall refer to both “Customers/Buyers” and “Seller/Vendors”.
5. “Services” refer to providing a Platform for Customers to purchase goods and services offered by the variety of Sellers, make payment and receive delivery through the use of a single platform.
6. “Subscription” will refer to the subscription plan chosen by the Seller, in accordance with which he will remit the subscription fee and avail services from the Platform.
7. “Products” shall refer to __________ which has been listed by the Seller on the Platform for sale.
8. “Platform” shall refer to the website and mobile application “BLUE BARROWS” through which shall connect the Seller with the end users of the Company.
9. “Third Parties” refer to any Application, Company or individual apart from the User and the creator of this Application.

ARRANGEMENT & ELIGIBILITY

1. The Seller may sign this agreement on the Platform where his details shall be entered. After the Seller successfully completes the registration process on the Platform and uploads all the required business credentials and supporting documents, the agreement shall be generated by the Company. The Seller’s act of signing up on the website would be construed as an act of agreeing to the terms, hence the signature of the Parties would not be required in the said case.
2. The Sellers would be provided their unique contract reference number upon his registration on the Platform, which shall enable the Company to track the contracts entered between the Company and the Seller.
3. Based on mutual discussions, it is agreed by and between the parties hereto that the Sellers shall list their products including but not limited to bags, vases, wall hangings, skincare, cosmetics, paintings, bedsheets and kitchen essentials, food items, nutritional substitutes, Home Décor, Handicrafts, Leather Items, Clothing, Art and Crafts, Wooden Crafts etc. on the Company Platform subject to the terms and conditions hereinafter contained.
4. The Company shall verify the credentials of all Sellers before they can begin acquiring. To complete the verification process, The Company may collect the following information but not limited to:
   • Seller should complete the registration process on the Platform’s seller page https://www.bluebarrows.com/sell/ and accept the present Agreement on the said page. Prior to that must choose the appropriate subscription package applicable to them.
   • All the legal documents (GST Certificates with address, Bank Account details, Firm PAN Card (in case of Proprietorship – Sole Proprietorship Pan Card should be submitted).
   • Import Export Code (IEC Code) where applicable.
   • For Partnership firm the Partnership firm Pan Card should be submitted.
   • For Limited or Private Limited Firm, LLP pan card is required to be submitted.
   • In case of Limited Liability Partnership firm, the LLP Firm Pan Card
   • In case of MSME, MSME registration details
   • FSSAI license for edible items and beverages.
   • License under the Drugs and Cosmetics Act,1940 and Ayush Ministry wherever applicable and any other permits or documents required as legal proof and permit for operation of the Business within the territory of India.
   • In case of a Franchisee/Dealer copy of legal document by the Franchisor or manufacturer authorizing them to list the product on the Platform
   • Individual Sellers who do not have a registered Business would be required to provide their Government authorized identity cards like Aadhar card, PAN card, Driving License etc for verification purposes.
   • Contact number and e-mail address of the Seller or the Seller’s representative.
   • After verification by the team Sellers will be intimated about the status of the application, whether it is approved or rejected.

PRICE AND PAYMENT

1. The customer shall pay the amount directly to the Company through the payment options on the Platform.
2. Both Parties agree that any change in the price of the products, must be intimated to the Company at least 7 days in advance before the revised price becomes effective. Any price change that has not been intimated shall not come into effect.
3. In the event that the Sellers is liable for breach of any of his obligations under the Agreement, the Company shall be entitled to cancel all or any part of any service(s) that remains unperformed, in addition to claiming any damages that may result from the Seller directly or indirectly for any loss of business to the Company.
4. The Company will have the authority to increase or reduce the prices specified by the Seller and will also have the discretion to offer discounts on the specified price or on prices above the same. The Prices provided by the Sellers will be kept on record and Commission will be charged on the specified price. Any profits earned sue to the increasing of the prices or losses suffered due to decreasing the same shall be borne entirely by the Company.
5. The Seller shall choose the appropriate subscription plan at the time of registration and pay the subscription at regular intervals as specified on the Platform, at regular intervals.
6. The Company shall charge a commission from Sellers on each order received by the Seller through the Platform. The percentage of commission charged shall vary in accordance with the subscription plan chosen by the Seller at the time of registration. The said Commission shall be exclusive of taxes which shall comprise of 1% tax collected at source, 18% GST, Payment Gateway Charges and any other taxes levied by the Central or state Government.
7. The Payment due to the Sellers from the Company shall be made through third party payment gateways (Cashfree, Stripe, Paypal) and Wallet (Woo-wallet). Such payment shall be made after deducting Tax Deducted at Source (TDS) at the applicable rates and any other deductions in accordance with the laws prevalent within the territory of India.
8. The payment due to the Sellers can be withdrawn in 15 days from the date of delivery of the order from their Blue Barrows Wallet.
9. All the Fees charged can be revised by the Company at any point of time without any prior intimation.

PACKAGING AND SHIPPING

1. Seller would at all times during their association with the Company adhere to the branding packaging and promotional guidelines as specified on the Platform. The Seller will be provided tapes bearing the Platform’s brand name and logo as a part of their Welcome Kit. The Seller will ensure the use of the same, on the packaging for all orders received through the Platform and order the tapes well in advance as and when required.
2. Upon receiving the order, the seller must adhere to the process and must update the Order status within 48 hours of receiving the order. The Seller would be liable for shipping the product within this specified time frame. The failure of the Vendor to adhere to this will lead to cancellation of order by the Company, and the commission chargeable on the order will be retained by the company. Multiple delays would lead to suspension of seller’s account by the Company and the Subscription fees paid by the Vendor will be retained by the company.
3. Shipment Tracking Link: Seller would have to enter Shipment tracking URL link before shipping the product. This link will be shared directly with the customer over mail. The link can be generated through the Platform. Seller must adhere to the strict moderation and share correct tracking URL to the customer. If the link shared, is found to be incorrect, false, inappropriate or unauthorized the onus for the same will vest entirely with the seller. The Company under such circumstances will have the right to suspension of the Seller’s account and levy a fine of Rs.2000/- (Rupees Two Thousand Only) on the Seller.
4. The Seller shall choose one among the following shipping options provided by the Company:
   1. Self-Ship – Seller has to handle shipping on themselves and update shipping tracking no. in the portal after shipping.
   2. Via BB (Also ship Internationally) –The company has collaborated with third party aggregators for logistics and shipping. In this mode in case of any damage caused by the third-party logistics service provider, the Company will not be responsible for the loss. In case of Returns and Cancellation by customer, the seller would have to bear the shipping cost and as mentioned in agreement. A small fixed pickup fee of ₹50/item will be collected in addition to BB Commission.
   3. Fulfilment by BB: In this mode the seller ships their product to the Company’s designated warehouses and packaging, shipping and handling will be taken care by the company.
5. Seller is not allowed to share any promotion coupon from the Platform. Only the Thank You Cards and other promotional material shared with the Sellers by the Company may be shared by the Sellers with the Buyers without any further changes to the same. If the seller found out to be sharing their personal contact details or any other promotional material in boxes with customers, the Company will have the right to suspend their account with immediate effect.

OBLIGATIONS OF THE COMPANY

1. Will provide the Seller with relevant information as sought by the Seller in order to make available for sale the requisite products for the Customers of the Platform from time to time.
2. Will be responsible for the shipment and delivery of the order through their third-party logistics partners, if the Seller is eligible for the same under the Seller’s chosen subscription plan.
3. All payments shall be made to the Seller in accordance with the terms of payment, as set out in clause 3 above. Adequate written notice shall be given in the event of any delay in payment.
4. In the event of a dispute arising between the Company and the Seller, the Company has the right to cancel the subscription of the Seller. The Company will not have any obligation to refund the subscription amount in case of such an event.
5. In the event the Customer/Buyer wants a refund for any damages suffered due to the deficiency and/or negligence of the Seller, and an enquiry committee constituting of top officials from the Company find the claim justified; the Company shall make refunds to the Customer and the refunded amount shall be deducted from the payments due to be transferred to the Seller.
6. In the event the Customer/Buyer wants to return a product which was damaged or defective due to the deficiency and/or negligence of the Seller at the time of transit, the shipping cost for the return must be borne by the Seller. Subsequently, the commission collected by the Company for the product shall not be refunded to the Seller. In the event of more than 5 complaints being made towards the products being defective or more than 5 requests for return of the order are received for a Seller, the Company has the right to cancel the subscription of the Seller.
7. In the event of non-deliverability of orders by the Seller, the Company has the right to cancel the subscription without refunding the amount.

OBLIGATIONS OF THE SELLER

1. The Seller shall provide the Company with the documents necessary for registration like GST Certification, HSN Code FSSAI License (Applicable for Food and Beverage products), Brand Labelling Image for each product and Nutritional Label (Applicable for Food and Beverage products). These documents are specific to GST Sellers and do not apply to Non-GST Sellers. The Non-GST vendors would have to fulfil the requirements specified in clause 2(d) (xi) of the present Agreement.
2. The Seller shall at all times during their course of association with the Platform ensure the products supplied are curated and handmade Products with High Quality Standards. For selective product categories including but not limited to edible products, beverages, skin care products and cosmetic the products must be free from harmful chemicals and/or artificial preservatives.
3. Seller shall at all times during their course of association with the Platform ensure that the products sold by them on the Platform are in good condition, in case of food products and beverages edible and have not crossed the expiry date.
4. If the Seller forgets to update the price of the product and customer places the order for that particular product then he will be not be allowed to edit or delete the description or price of the product after receiving the order. The Seller will be liable to bear the loss.
5. The Seller expressly agrees to deliver the order within the time frame specified at the time of order in case of self-delivery.
6. The Seller shall accept orders from customers and ensure the products comprising the order are in accordance with the specifications of the customers. Additionally, the Seller must adhere to packaging instructions as specified in clause 4 of the Agreement and other specific instructions if any specified by the customers.
7. Before confirming the order, it is the obligation of the Seller/merchant to check the availability of the product sought for by the customer.
8. The Seller will be solely responsible for the logistics and other associated expenses involved in shipping the Product back to the warehouse in case of return request for the product raised by the buyer.
9. The Seller hereby agrees to provide the Company with all the details regarding the products he will be listing for sale on the Platform.
10. The non-GST Seller upon receiving the notification/intimation from the Company regarding the order shall ensure that the product is kept ready in accordance with the packaging and other norms prescribed in the present agreement to hand over the product to the logistics partner of the Company.
11. The Non-GST seller shall along with product also provide the sale invoice specifying that the product is sold by the Non-GST seller to the Company.
12. The Non-GST seller agrees and understands that the Company has the right to add a markup percentage on the price specified by them.
13. In furtherance to the above clause, the Sellers permit the Company to collect information on the product from the web portals and through permitted associates of the Sellers. The Seller also permits the Company to use their trademark and trade names with regard to the products listed on the Company’s Platform.
14. The Non-GST Seller shall permit the Company to list the products in the Platform as their own and shall not object to the same at point during the course of the Agreement.
15. The Seller further permits the Company to sub-license the right over their trademark and trade name to third party for publicity purposes.
16. The Seller should provide immediate update to the Company if there is any change in their Address, GST, PAN, cancelled cheque, etc from time to time.
17. Sellers need to download 2 copies of the Company generated invoice, one of which shall be for the transit and other for their record from the Platform. The same shall be a computer-generated invoice does not require to have any signature or need to be stamped.
18. The Seller hereby agrees that all discount given on the Platform with regard to their products which have been given by the Seller themselves at their discretion, the Company will not be involved in any way with the discounts announced on the products.
19. Sellers will increase the prices within the stipulated time before seasonal discounts are offered to the customers, in accordance with the communication received from the Company. If the Sellers fail to adhere to this instruction, they will be solely responsible for the resulting losses.
20. The Seller will list the Products for sale on the Platform only after it has been approved by the Company.
21. Sellers are not allowed to sell any products/ items which are prohibited by the government. If the Seller is found to be indulged in the sale of such products the Company shall seek an explanation from the Seller with 5 days’ notice. If the Seller fails to respond or prove their innocence within the said period, the Company will have the right to delist the Seller from the Platform.
22. Sellers/ sellers are not allowed to sell any products/ items bearing pornographic or adulterous content.

OTHER OBLIGATIONS

1. The Seller is subject to the refund policies of the Company in case they do not have their own refund, cancellation and shipping policies and is responsible for providing good quality products as per the standards set by the Company.
2. The Seller is responsible for providing authentic and quality products and the Seller should possess all the requisite legal permissions for offering his products for sale. No product which is promoting an illegal activity in any manner will be allowed to be sold through the website of the Company.
3. The Seller shall deliver the products in accordance with the order and comply with the shipping and delivery deadlines set out by the Company on the Platform.
4. The Seller shall adhere to the terms, conditions and obligations set out under the present agreement.
5. The Seller will be responsible if the customer returns a purchased product due to the same being damaged, the expenses related to such return, will be borne by the Seller.

SELLER WARRANTIES AND REPRESENTATIONS

1. The Seller warrants and represents that the services provided under this arrangement shall conform to quality specifications and the Seller is legally authorized to provide all the Services, agreed to be provided under this Agreement.
2. The Sellers should not raise any objection against the Company for sharing their accounts of association with the Company on the Company’s social media handles or for any other promotional activity.

LIABILITY

Notwithstanding anything in this Agreement, both Parties agree that all liabilities including originality, genuineness, quality, copyright and non-performance claims with regard to the Products would rest entirely with the Seller and the Company would not have any liability in this matter.

INDEMNITY

1. 1. The Seller agrees to indemnify, protect and hold harmless Company from any and all claims, demands, damages, suits, losses, liabilities and causes of actions arising directly from the actions of any third party in relation to the services provided by the Seller and offered by the platform of the Company.
   2. The Seller agrees to indemnify, protect and hold harmless the Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Seller and/or his/her Personnel arising from the performance of scope of services offered by the Seller under this Agreement, including personal injury or death to any person (including to Seller and/or his/her Personnel), as well as any liability arising from the Seller’s failure to comply with the terms of this Agreement. The Seller’s obligations hereunder shall include the cost of defense, including attorneys’ fees.
   3. The Seller agrees, in cases where a Customer has raised a complaint with respect to poor quality of the products of the Seller sold on the platform of the Company, to replace the said product to the satisfaction of the Customer or to provide a refund if replacing the product is not possible.

INTELLECTUAL PROPERTY RIGHTS

Unless the Company has otherwise agreed to in writing, nothing herein gives the Seller a right to use any of the Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, save according to the provisions of this Agreement.  Further, the Seller agrees to use any trademark, service mark, trade name or logo of the Company authorized by the Company in a manner that does not cause, is likely to cause or intends to cause confusion about the owner of such marks, names or logos.

All logos, trademarks, brand names, service marks, domain names and other distinctive brand features of the Company and the designs available on the Website are the property of the Company.  Intellectual Property for any individual product, if applicable, will rest with the Seller.

CONFIDENTIALITY

1. 1. The Parties may share some information that is confidential and proprietary in nature with the other Party for the purpose of enabling the parties to interact and work productively (the “Purpose“). Any such information shall be used only for the intended purpose and shall not be disclosed, published or otherwise cause to be disclosed to any third party.
   2. During the term of this Agreement and after the conclusion thereof, the Seller agrees to keep in strictest confidence and not disclose to any third party the confidential information shared, including but not limited to, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement, unless such disclosure is required by law.
   3. The Seller agrees to treat any data including but not limited to personal data, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge in connection with this Agreement through any medium as confidential and shall not disclose the same to any others, except as may be required by law or as may be required to be disclosed on a “need-to-know” basis for implementing this Agreement.

NON- SOLICITATION

The Parties hereto agree that they shall not, for the period of 3 years under this agreement, solicit or in any other manner, induce an employee of the other party to leave his/her employment and pursue an employment with them.

TERM AND TERMINATION

1. Term: This Agreement is valid from the Effective Date mentioned herein and will remain in effect until modified or terminated by any one of the partners by mutual consent. In the absence of mutual agreement by the authorized officials from the Firm and the Seller this Agreement shall end 1 year from the Effective date. If the Sellers has opted for a lifetime plan, the same shall be valid for 5 years. After the completion of the term, it shall continue to be valid only upon the same being renewed by the Seller.
2. Termination due to breach: In case of breach of any of the terms of this Agreement by either party hereto, the other party shall be entitled to terminate the Agreement immediately by giving a written notice to the party committing the breach/breaches.
3. Termination in case of violation of law: In addition to any other termination rights granted by this Agreement, the Company may terminate this Agreement immediately without liability upon written notice if the Company has reasonable grounds to believe that work being done by the Seller has any effect of disrepute on the Company.
4. Termination by notice: This Agreement may be terminated by either party upon giving at least 30 days prior notice in writing to the other party.
5. Termination for Non-Performance: This Agreement may be terminated by the Company if the Seller fails to ship 5 consecutive orders or is found to be selling duplicate or fake imitations of the brands claiming to be sold.

EFFECTS OF TERMINATION

The Seller is required to provide all the services in their entirety requested to it by the Company during the notice period and adhere to all the terms of the Agreement till then.  Any termination shall not affect any liabilities incurred by the Seller prior to the termination of the Agreement or for acts performed during the execution period of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.

FORCE MAJEURE

Neither the Company nor the Seller shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, earthquake, riot, pandemic or epidemic declared by the Government, sabotage, labor shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal, or unauthorized.

MISCELLANEOUS PROVISIONS

1. 1. Entire Agreement: The representations and warranties given or made by the Seller to the Company prior hereto and this Agreement and the terms amended in writing from time to time hereafter shall constitute the entire agreement between the Company and the Seller pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representation and warranties given by the Company unless incorporated into the Agreement.
   2. Relationship between Parties: It is clarified that this Agreement is on a principal to principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and the Seller and / or their Staff and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the Seller
   3. Severability: If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission /commission of the Parties hereto done prior to the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.
   4. Modifications and Amendments: Any Modification to the terms of this Agreement may be carried out by the Company at its discretion and sufficient notice of such modification should be provided to the Seller in writing.
   5. Assignment: This Agreement will bind the successors and permitted assigns of the Parties hereto and the Seller will obtain prior written consent from the Company before assignment of this Agreement. The Company shall be immediately intimated of any sale, assignment, lease or transfer or change on ownership in any way of the Seller.
   6. Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If one Party fails to perform its obligations under this Agreement and the other Party does not enforce such provision, failure to enforce on that occasion shall not be taken as a waiver of enforceability rights available to such party.
   7. Survival Of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall survive so as to put an end to the pending operations/transactions already entered into in a smooth manner, when the Parties following any expiration or termination of this Agreement. All liabilities due by the Seller shall survive the expiry or termination of the Agreement.
   8. Dispute Resolution: The Seller is bound by the terms and conditions of this Agreement. In any case the Seller violates any of the provisions of this Agreement, he shall be subject to various legal actions.

The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings shall be held at Noida, Uttar Pradesh India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. The Parties shall share the costs of arbitration equally, however, this does not affect the right of the Arbitrator to award costs to any one Party.

1. Governing Law Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh India, for the adjudication of any dispute hereunder or in connection herewith.
2. Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination served on the Company.

IN WITNESS WHEREOF THE PARTIES HERETO SET OUT THAT THE PRESENT DOCUMENT IS A DIGITALLY GENERATED DOCUMENT, HENCE IT DOES NOT REQUIRED TO BE SIGNED. IT HAS BEEN DULY EXCUTED ON THE DATE MENTIONED AT THE START OF THE PRESENT AGREEMENT.

CONTACT US

If you have any questions about this Agreement, the practices of the Website or your experience with the Service, you can e-mail us at [email protected] .