This Agreement came into force whenever the Seller register itself on aceola.com, and henceforth the agreement updated on various date will be binding on Seller till time of complete closure of business association with Aceola.
This Agreement drawn between “Aceola Home ” and the “Seller” (Which expression shall unless it be repugnant to the context or meaning thereof including its representative, assignee, business associate, successors and assignees) to given permission to Seller to list and sale products, update catalog, and receive proceeds after deductions of all kinds of Aceola Fees and applicable government taxes.
As used in this Agreement, “we,” “us,” and “Aceola” means the Aceola company named in the applicable Service Terms. Capitalized terms have the meanings listed in the terms of use below. If there is any conflict between these Terms and Conditions and the applicable Service Terms and Program Policies, the Terms and Conditions will govern and the applicable Service Terms will prevail over the Program Policies.
Terms and Conditions of the Agreement
1.
Vendor Onboarding
To begin the onboarding process, you must complete the registration process for
one or more of the Services. Use of the Services is limited to parties that can
lawfully enter into and form contracts under applicable Law. As part of the
application, you must provide us with your (or your business’) legal name,
address, phone number, e-mail address, applicable tax registration details as
well as any other information we may request. Any personal data you provide to
us will be handled in accordance with our Privacy policy.
2.
Service Fee Payments
Fee details are described fully in the applicable Service Terms and Program
Policies. You are responsible for all of your expenses in connection with this
Agreement, unless this Agreement or the applicable Service Terms provide
otherwise. For the Aceola Site that you register for or use a Service in connection
with, we may require you to submit valid bank account information for a bank
account in your name that is with a bank located within India and enabled for
Your Account (which functionality may be modified or discontinued by us at any
time without notice) (with respect to the Aceola Site, “Your Bank Account”).
You will use only a name you are authorized to use in connection with the
Service and will update such information as necessary to ensure that it at all
times remains accurate and complete. You authorize us to verify your
information (including any updated information), to obtain credit reports about
you from time to time At Aceola’s option, all payments to you will be made to
Your Bank Account, via cheque or electronic transfers or other means as
specified by us. You agree that Aceola shall not be liable for any failure to
make payments to you on account of incomplete or inaccurate information
provided by you with respect to Your Bank Account.
Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Aceola concerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Aceola Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
3.
Term and Termination
The term of this Agreement will start on the date of your completed
registration for use of one or more of the Services and continue until
terminated by us or you as provided below. You may at any time terminate your
use of any Service immediately on notice to us you’re your Seller interface,
email, the Contact Us Form, or similar means. We may terminate your use of any
Services or terminate this Agreement for convenience with 30 days’ advance
notice. We may suspend or terminate your use of any Services immediately if we
determine that (a) you have materially breached the Agreement and failed to
cure within 7 days of a cure notice unless your breach exposes us to liability
towards a third party, in which case we are entitled to reduce, or waive, the
aforementioned cure period at our reasonable discretion; (b) your account has
been, or our controls identify that it may be used for deceptive or fraudulent
or illegal activity; or (c) your use of the Services has harmed or our controls
identify that it might harm other sellers, customers, or Aceola’s legitimate
interest. We will promptly notify you of any such termination or suspension via
email or similar means including Seller interface, indicating the reason and
any options to appeal, except where we have reason to believe that providing
this information will hinder the investigation or prevention of deceptive,
fraudulent, or illegal activity, or will enable you to circumvent our
safeguards. On termination of this Agreement, all related rights and
obligations under this Agreement immediately terminate, except that (d) you
will remain responsible for performing all of your obligations in connection
with transactions entered into before termination and for any liabilities that
accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6,
7, 8, 9, 11, 14, 15 and 17 of these Terms and Conditions survive.
4.
Licence
You grant us a royalty-free, non-exclusive, worldwide right and licence for the
duration of your original and derivative intellectual property rights during
the Term and for as long thereafter as you are permitted to grant the said
licence under applicable Law to use any and all of Your Materials for the
Services or other Aceola product or service, and to sublicense the foregoing
rights to our Affiliates and operators of Aceola Associated Properties; provided,
however, that we will not alter any of Your Trademarks from the form provided
by you (except to re-size trademarks to the extent necessary for presentation,
so long as the relative proportions of such trademarks remain the same) and
will comply with your removal requests as to specific uses of Your Materials
(provided you are unable to do so using the standard functionality made
available to you via the applicable Aceola Site or Services); provided further,
however, that nothing in this Agreement will prevent or impair our right to use
Your Materials without your consent to the extent that such use is allowable
without a licence from you or your Affiliates under applicable Law (e.g., fair
use under copyright law, referential use under trademark law, or valid licence
from a third party).
5.
Representations
Each Party represents and warrants that: (a) if it is a business, it is duly
organized, validly existing and in good standing under the Laws of the
territory in which your business is registered and are a resident of India for
income tax purposes every financial year; (b) it has all requisite right, power
and authority to enter into this Agreement and perform its obligations and
grant the rights, licences and authorizations it grants hereunder; (c) it will
comply with all applicable Laws (including but not limited to procuring and
maintaining applicable tax registrations) in its performance of its obligations
and exercise of its rights under this Agreement; and (d) each party is not
subject to sanctions or otherwise designated on any list of prohibited or restricted
parties or owned or controlled by such a party, including but not limited to
the lists maintained by the United Nations Security Council, the US Government
(e.g., the US Department of Treasury’s Specially Designated Nationals list and
Foreign Sanctions Evaders list and the US Department of Commerce’s Entity
List), the European Union or its member states, or other applicable government
authority.
6.
Indemnification
6.1 You release us from, and agree to indemnify, defend and hold harmless us
(and our officers, directors, employees, agents and Affiliates) against, any
third party claim, loss, damage, settlement, cost, taxes, expense or other
liability (including, without limitation, attorneys’ fees) (each, a “Claim”)
arising from or related to: (a) your actual or alleged breach of any
representations you have made; (b) any sales channels owned or operated by you,
Your Products including the offer, sale, fulfilment (except to the extent
attributable to the Fulfilment by Aceola Service, if any), refund, cancellation,
adjustments, or return thereof), Your Materials, any actual or alleged
infringement of any Intellectual Property Rights by any of the foregoing, and
any personal injury, death (to the extent the injury or death is not caused by Aceola)
or property damage related thereto; or (c) Your Taxes and duties or the
collection, payment, or failure to collect or pay Your Taxes or duties, or the
failure to meet tax registration obligations or duties; or (d) your
non-compliance with applicable laws.
6.2 Aceola’s indemnification obligations. Aceola will defend, indemnify, and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to: (a) Aceola’s non-compliance with applicable laws; or (b) allegations that the operation of
6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
7.
Disclaimer
A. The Aceola site and the services, including all content, software,
functions, materials and information available or provided in connection with
the services, are provided “as-is.” as a user of the services, you access the Aceola
site, the services and any online portal or tool provided by Aceola to help you
avail the services at your own risk. Except as set forth in section 5 above, we
and our affiliates waive and disclaim: (1) any representations, warranties,
declarations or guarantees regarding this agreement, the services or the
transactions contemplated hereby, including any implied warranties,
declarations or guarantees of merchantability, fitness for a particular purpose
or non-infringement; (2) implied warranties arising out of course of dealing,
course of performance or usage of trade; and (3) any obligation, liability,
right, claim or remedy in tort, whether or not arising from our negligence. We
do not warrant that the functions contained in the Aceola site or the services
will meet your requirements or be available, timely, secure, uninterrupted or
error free, and we will not be liable for any service interruptions, including,
but not limited to system failures or other interruptions that may affect the
receipt, processing, acceptance, completion or settlement of any transactions.
Some jurisdictions’ laws do not allow exclusion of an implied warranty. In
which case the foregoing disclaimer may not apply to you, and we and our
affiliates disclaim to the maximum extent permitted under applicable law all
warranties of any kind, whether express, implied or statutory, including
without limitation warranties of merchantability, satisfactory quality, fitness
for a particular purpose, title, non- infringement or quiet enjoyment.
B. Because Aceola is not involved in transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, each of you release Aceola (and its agents, affiliates and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
8.
Limitation of Liability
We will not be liable (whether in contract, warranty, tort, delict (including
negligence, product liability, any type of civil responsibility or other
theory) or otherwise) to you or any other person for cost of cover, recovery or
recoupment of any investment made by you or your affiliates in connection with
this agreement, or for any loss of profit, revenue, business, or data or
punitive or consequential damages arising out of or relating to this agreement,
even if Aceola has been advised of the possibility of such costs or damages.
Further, except in case of gross negligence or wilful misconduct, our aggregate
liability arising out of or in connection with this agreement or the
transactions contemplated hereby will not exceed at any time the total amounts
during the prior six month period paid by you to Aceola in connection with the
particular service and the Aceola site giving rise to the claim.
9.
Tax Matters
Your use of Services is subject to Aceola s Tax Policies. You will comply with
any applicable tax laws and fulfill all obligations to the tax authorities in a
timely and complete manner.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Aceola is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Aceola will deduce the location of recipient, the billing details, place of supply and applicable taxes.
If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Aceola will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Aceola.
It is your responsibility as a seller on the Aceola Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Aceola Site.
For reporting transactions undertaken by you on the Aceola Site, you should consider the Merchant Tax Report (MTR) made available to you on Seller Dashboard.
In case of any discrepancy in the reporting / returns filed by you and Aceola, you agree that you will resolve such discrepancy immediately and indemnify Aceola against any tax, interest and penalty payable in this regard.
10. Confidentiality and Personal Data
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain Aceola’s exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Aceola Mark as defined in and according to the Trademark Usage Guidelines available in Seller Dashboard; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).
11. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
12. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Aceola is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
13. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Aceola Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
14. Modification
We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.
However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
15. Password Security
Any password we provide to you may be used only during the Term to access Your Account or Seller Dashboard, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
16. Miscellaneous
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Aceola. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.
You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Aceola, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Aceola as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
Aceola retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.
The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
Aceola will provide notice to you under this Agreement by posting changes on Seller Dashboard or on the applicable Aceola Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to Aceola to our Selling Partner Support team via Seller Dashboard, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Seller Dashboard.