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Seller T&C

  1. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION
    1. Term: Agreement shall come into force on the Effective Date and shall continue unless terminated as per terms of this Agreement.
    2. This Agreement may be terminated by Toppersdeal.com, with immediate effect:
      1. if Seller is in breach of any of its obligations, a gross violation of terms, found to be involved into any malpractice as explained hereinabove, found in breach of representations or warranties, or any other material terms as contained in this Agreement and/or any of the Toppersdeal.com Policies.
      2. if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.
    3. Toppersdeal.com also has the right to suspend Seller’s access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Seller’s Products on the Platform) on the occurrence of any of the termination triggers specified or without any reason.
    4. Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon in writing advance notice of thirty (30) days to other Party.
    5. On termination of this Agreement:
      1. Toppersdeal.com will, with immediate effect, block Seller’s access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re-register himself /itself as a Seller on the Platform at any time after such termination, unless Toppersdeal.com, in its discretion, permits such re-registration;
      2. Seller shall return to Toppersdeal.com all the confidential information of Toppersdeal.com and all other properties and materials belonging to Toppersdeal.com. Where the confidential information cannot be returned in material form, Seller shall destroy all of Toppersdeal.com’s confidential information and shall provide Toppersdeal.com with a certificate of destruction with respect to the same.
    6. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
    7. On the termination of the Agreement, Seller will be entitled to only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Platform, prior to the date of termination of this Agreement. Toppersdeal.com shall be entitled to adjust any monies, due from Seller to Toppersdeal.com till the date of termination, from the Seller Proceeds payable to Seller on termination.
    8. Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained hereinabove shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
  2. GENERAL TERMS
    1. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: This Agreement and any disputes arising hereunder shall be determined in accordance with the laws of India. If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.
    2. CONFIDENTIALITY: The parties shall not at any time divulge, or allow being divulged to any person, any Confidential Information unless the said information comes in public domain without breach by either Party, however, no party shall be precluded from disclosing any information to the extent required in the legal proceedings. Confidential information would include but not be limited to Buyer details, market information, all work Products and documents related thereto, the contents of the Platform or any other information which is treated as confidential by Toppersdeal.com, and any other information, whether oral or in writing, received or to be received by Seller which is agreed to be treated under the same terms, whether expressly or by implication. The obligations under this Clause shall survive the termination of this Agreement.
    3. FORCE MAJEURE: No Party shall be liable for failure to perform its obligations due to Force Majeure circumstances including but not limited to floods, natural disasters, war, act of terror, political unrests, technical snags, act of God, change of laws or any circumstance beyond the reasonable control of Parties (“Force Majeure Event”).
    4. NOTICES: to be served by email or post to the addresses as stated above.
    5. ASSIGNMENT: Seller shall not have the right to assign this Agreement without the prior written consent of Toppersdeal.com. Toppersdeal.com shall always retain the right to assign the services provided by it under this Agreement for such remaining period of the Agreement, to any of its chosen subsidiaries, affiliates, associates and there would be no new agreement between the new acquirer and Seller for the services provided by Toppersdeal.com under this Agreement. Toppersdeal.com shall, however, intimate the same to the Seller either through a notice on Platform, by email or send a written notice of the above to Seller. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
    6. MODIFICATION: Shall be effective or binding if agreed in writing by authorized representatives.
    7. EXCLUSIVITY: Seller agrees that Product sold by them will be launched exclusively at Platform and shall exclusively be available at Platform for a period of 3 months from the launch of Seller’s product. Upon expiry of the period of exclusivity, both the parties may at their sole discretion mutually agree on the extension of such exclusivity period. However, if Seller enters into an agreement with other website or platform upon expiry of the exclusivity period, Seller will inform Toppersdeal.com 15 (fifteen) days in advance before entering into any such arrangement.
    8. RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner.
    9. ENTIRE AGREEMENT: This Agreement, including Annexures and T&C, added from time to time, shall constitute entire and final agreement between Seller and Toppersdeal.com with respect to the subject matter covered herein.
    10. SURVIVAL: Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive.
    11. SEVERABILITY: If any part of any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the remaining provisions of this Agreement.
    12. NON WAIVER: No waiver, by either party, of any provision of this Agreement, shall, in any event, become effective unless the same is in writing and such waiver shall be effective only in the specific instance described and for the purpose that the waiver is given.
    13. RECORDS: Seller agrees that at all times during the term of this Agreement, shall maintain appropriate records relating to transactions covered under this agreement and shall allow Toppersdeal.com to examine, inspect, audit, and review all such records and any source document pertaining to the transaction covered under this Agreement upon written notice to Seller at least five (5) business days prior notice.
    14. AMENDMENT: Toppersdeal.com may amend the terms and conditions of this Agreement including the Commercial Term Segment, Annexures and the Toppersdeal.com Policies at any time in its sole discretion by intimating Seller by way of notification on the Seller Panel and/or by sending an email to the email ID provided in the Seller Registration Form. It is Seller’s responsibility to review amendment notifications from time to time. Seller will be deemed to have accepted such amendments if Seller continues to access the Platform/Seller Panel after the amendments are notified by Toppersdeal.com. If any terms of this agreement conflict with any other document/electronic record, the terms and conditions of this agreement shall prevail until further change/modifications are notified by Toppersdeal.com.
    15. COMMUNICATION: Seller gives explicitly consent and allows Toppersdeal.com to send the messages/ communication on email or mobile from time to time.
    16. E-AGREEMENT: Seller hereby agrees and undertakes that Seller is legally entitled and eligible to enter into this e-Agreement (if executed through electronic means) and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the Seller is authorised representative of the Seller and is entitled and is legally authorised to bind the Seller on whose behalf this Agreement is being accepted.

Annexure 1

  1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
  2. Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne; Body parts which include organs or other body parts;
  3. Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (Spam);
  4. Cable descramblers and black boxes which include devices intended to obtain cable and satellite signals for free;
  5. Child pornography which includes pornographic materials involving minors;
  6. Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection;
  7. Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
  8. Copyrighted software, which includes unauthorized copies ofsoftware, video games and other licensed or protected materials, including OEM or bundled software;
  9. Counterfeit and unauthorized goods which include replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
  10. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
  11. Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
  12. Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
  13. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content; Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
  14. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
  15. Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
  16. Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
  17. Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
  18. Offensive goods, a crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
  19. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner;
  20. Pyrotechnic devices and hazardous materials which include fireworks and related goods; toxic, flammable, and radioactive materials and substances;
  21. Regulated goods which includes airbags; 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;
  22. Securities, which includes stocks, bonds, or related financial products;
  23. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
  24. Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changes, and related products;
  25. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
  26. Wholesale currency, which includes discounted currencies or currency, exchanges;
  27. Live animals;
  28. Multi-Level marketing collection fee;
  29. Matrix sites or sites using a matrix scheme approach;
  30. Work-at-home information;
  31. Drop-shipped merchandise;
  32. Collecting and effecting/remitting payments directly /indirectly outside India in any form towards;
  33. Overseas foreign exchange trading through electronic/internet trading portals; and
  34. Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including all laws of India.

Annexure 2

Commercials Term Segment

  1. Toppersdeal.com Fee:
    1. Registration Fee: (Nil)
    2. Listing Fee: Nil.
    3. Cataloguing Fee: Nil.
    4. Shipping Fee: Rs.59 Per 500 Grams.
    5. Payment Transaction Fee: 4% of the order value.
    6. TCS: 1% of the seller gross sale value of the order.
    7. Commission: 1% of the order value.
      • Toppersdeal.com will not charge the RTO/Reverse Pickup value.
  2. Penalties:
    1. On SLA Breach: 10% of the order value on all the products. Also, post 24 hours to breach the SLA, the order will be cancelled automatically and 10% will be applied more on cancellation, Total: 20%.
    2. Deny on Pickup: Seller shall handover the product to our logistic partner, If our logistic partner is on the way to seller’s location or reach there and seller deny for giving the product/s for any reason, Seller will be charged Rs.59 Shipping Charges.
    3. Courier Weight Measurement: If the shipment weight is measured incorrect by you, we will charge according to the slab Rs.59 per 500 grams. Our Logistic Partner will consider the weight of the shipment through Volumetric or Actual weight, whichever is higher.
    4. Cancellation: If the placed order will cancel by the seller for any reason, the seller will be charged 10% of the order value.
  3. Customer Dispute resolution: Provided herein is the list of the following disputes that may arise during the order fulfilment process for which Seller will be accountable. Also mentioned some examples of these cases under the “Description” column and have mentioned the “Final investigation” and “Party to be Charged;

    SNO

    Customer Issue
    Bucket

    Description

    Final Investigation

    Party to be
    Charged

    The cost to be borne
    by the Seller

    Penalty to Be Charged
    to the Seller

    1

    Defective Order
    Received

    Eg - Headphones
    not working

    Investigation required,
    debit on Toppersdeal.com,
    discretion

    Seller

    Payment Collection
    Fee + Courier Charges
    for forwarding & reverse logistics services

    As per the Agreement

    2

    Fake Product
    Received

    Eg - Buyer has
    received a fake
    Headphones

    Investigation
    required, debit
    on
    Toppersdeal.com’
    discretion

    Seller

    Payment Collection Fee +
    Courier Charges
    for forward &
    reverse logistics services

    As per the Agreement

    3

    Wrong Specifications
    (not in line as what is
    mentioned on
    website)

    E.g. – Buyer
    received Slim Fit Shirt instead Regular Fit Shirt as shown on Toppersdeal.com website

    Investigation
    required, debit
    on
    Toppersdeal.com’
    discretion

    Seller

    Payment Collection Fee +
    Courier Charges
    for forward &
    reverse logistics services

    As per the Agreement

    4

    Warranty issue

    E.g. – Buyer
    received a hard-
    disk with no
    warranty is given
    at service
    centre

    Investigation
    required, debit
    on
    Toppersdeal.com’
    discretion

    Seller

    Payment Collection Fee +
    Courier Charges
    for forward &
    reverse logistics services

    As per the Agreement

    5

    Item is
    used/Damaged/Brand
    box Seal is broken

    Eg. Buyer
    received
    used/Damaged
    product or
    received
    product with
    tampered brand box

    Investigation
    required, debit
    on
    Toppersdeal.com’
    discretion

    Seller

    Payment Collection Fee +
    Courier Charges
    for forward &
    reverse logistics services

    As per the Agreement

    6

    Freebies missing

    Eg. Buyer
    received partial
    products

    Investigation
    required, debit
    on
    Toppersdeal.com’
    discretion

    Seller

    Payment Collection Fee +
    Courier Charges
    for forward &
    reverse logistics services

    As per the Agreement

    Note: Penalty shall be charged to the Seller as per sole discretion of the Toppersdeal.com.
  4. Seller’s Shipment SLA:
    1. Shipment SLAs shall be shared with the Seller through Seller Pane.
    2. Penalties for breach of SLAs:
      1. Once the Seller breaches the SLA for shipment of an Order, SLA breach penalty will be levied which shall be irreversible.
      2. If the Sellers cancel the Order, cancellation penalty shall be levied additionally.
      3. Auto cancel will happen on Shipment SLA breach + 1 day (24 Hrs). If there is an auto-cancel then both SLA breach and Seller cancellation penalty shall be applicable.
      4. Penalty Amount-: All Products - 10% of Selling Price on SLA breach, 10% of Selling Price for Seller cancellation.
      5. Note: Above mentioned penalties shall be applicable on the Seller as per the applicable Toppersdeal.com Policy/communication sent to the Seller.
  5. Commercials applicable for the Product/Service or a related deal/gift card of the Seller shall be agreed between Parties through Seller Panel.
  6. Commercials applicable for the Installation Services shall be agreed between the Parties. 

Annexure 3

Prohibited Items

  • Lithium batteries e. Magnetized materials
  • Infectious substances
  • Arms and ammunition
  • Insecticides, garden chemicals (fertilizers, poisons)
  • Oil-based paint and thinners (flammable liquids)
  • Industrial solvents
  • Insecticides, garden chemicals (fertilizers, poisons)
  • Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
  • Fuel for camp stoves, lanterns, torches or heating elements
  • Automobile batteries
  • Any compound, liquid or gas that has toxic characteristics
  • Bleach
  • Flammable adhesives
  • Dry ice (Carbon Dioxide, Solid)
  • Any Aerosols, liquids and/or powders or any other flammable substances classified as Dangerous Goods for transport by Air
  • Hazardous and radioactive material
  • Any pornographic material
  • Uncrossed (bearer) drafts/cheque, currency and coins
  • Poison d. Firearms, explosives and military equipment
  • Foodstuff and liquor
  • Precious stones, gems and jewellery
  • Any pornographic material
  • Hazardous chemical items

 

Annexure 4

 (Applicable for Sellers involved in manufacturing/sale/marketing of Product containing Toppersdeal.com’ IPR)

  1.  “Intellectual Property Rights”/”IPR” means any right that is or may be granted regarding patents, copyrights, designs, labels, know-how, trade names, trademarks, service marks, logos and other distinctive brand features or business identifiers, technical information and equivalents of the foregoing and all other intellectual property rights whatsoever whether registered or unregistered, including rights in any applications or registrations for any of the foregoing and their respective renewals, continuations and extensions in any state, country or jurisdiction.
  2. Seller represents and warrants that it is involved in manufacturing/sale/marketing of Product(s) containing Toppersdeal.com’ packaging material including but not limited to box, tape, polybag, label, envelop, gift wrap etc., which comprises Intellectual Property Rights belonging to Toppersdeal.com, to fulfil orders received on the Platform.
  3. Toppersdeal.com has licensed the use of its Intellectual Property Rights by the Seller, without any charges for the same, with respect to the Seller’s Product(s), for limited use of manufacturing, and sale of the Product(s) exclusively through ToppersDeal Platform, or any third party’s Platform but only with Toppersdeal.com’ prior written consent.
  4. Seller agrees that any of its Product using Toppersdeal.com’ Intellectual Property Rights shall not be sold by it other than through ToppersDeal Platform in violation of the terms of this Agreement.
  5. Seller agrees that any breach by the Seller of the terms herein shall cause irreparable losses to Toppersdeal.com and shall be subject to the consequences as mentioned in the Agreement including in “OBLIGATIONS OF THE SELLER ON MALPRACTICE” clause giving the rights to Toppersdeal.com including but not limited to impose, deduct or recover Rs. 10 Crore or annual Marketplace GMV of the Seller whichever is higher.
  6. Seller undertakes and confirms that while listing the inventory of the Product, the Seller has physical possession and owns such quantity of Product as listed on Platform and further undertakes to fulfil the Orders placed by the Buyer promptly. In the event of delay in shipment/delivery of Product or Seller cancellation of orders due to non-availability of Product, the Seller acknowledges that Toppersdeal.com reserves its right to take action as contemplated under the Agreement.
  7. Seller acknowledges that Toppersdeal.com has the right to cap the maximum quantity of Product that the Seller may list in Toppersdeal.com Platform in order to control the maximum number of order Seller can receive and deliver the Orders on time.
  8. Seller acknowledges agrees that Toppersdeal.com shall have the right to hold/deduct/adjust Order amount, costs, penalty, expenses along with attorney’s fee with respect to any litigation filed against Toppersdeal.com by an aggrieved customer or any third party with regard to Seller's products/services the reason for which is attributable to Seller.
  9. Seller confirms that Seller shall not create multiple accounts with Toppersdeal.com which may lead to misrepresentation of an identity of the account holders of those accounts. Seller may also not create multiple IDs under the category of user/Buyer wherein the identities of those User/Buyer accounts do not represent the Seller. Seller is in gross violation of the Agreement if he holds multiple User/Buyer or Seller accounts.
  10. Seller further agrees that it shall immediately terminate manufacturing and sale of Product(s) using Toppersdeal.com’ Intellectual Property Rights, on receipt of a written notice from Toppersdeal.com to that effect, and any unsold Product(s) shall be handed over to Toppersdeal.com or other ToppersDeal Marketplace Sellers as per discretion of Toppersdeal.com. Thereafter, the Seller shall not use Toppersdeal.com’ IPR in any manner howsoever.
  11. The Seller, apart from its indemnification obligations under the Agreement, shall additionally indemnify and hold harmless Toppersdeal.com, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorney’s fee) incurred by Toppersdeal.com/any User(s)/other ToppersDeal Marketplace Seller(s)/any third Party by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations under this Annexure and/or (ii) any violation by the Seller of Intellectual Property Rights belonging to Toppersdeal.com or any third Party.