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Shopsy Terms of Use

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

The Terms of Use is a legal document and creates an agreement between You and Flipkart Internet Pvt Ltd, a company incorporated under the Companies Act, 1956, having its registered office at Buildings Alyssa, Begonia & Clover, Embassy Tech Village, Outer Ring Road, Devarabeesanahalli Village, Bengaluru – 560103, Karnataka, India (“Company”) for the access and use of the Shopsy website/mobile app (“Platform”). The Company owns and operates www.flipkart.com, including the related mobile site and mobile application (hereinafter referred to as “Flipkart Platform”)

For the purpose of these Terms of Use, wherever the context so requires "You" or "User" shall mean any person who is accessing this Platform. The term "We", "Us", "Our" shall mean the Company.

The Flipkart Terms of Use are incorporated herein by reference. By using this Platform or providing information, you are agreeing to be bound by these Terms of Use and the Flipkart Terms of Use and Flipkart Privacy Policy . We reserve the right to amend these Terms of Use any time without notice to you. The latest, fully amended version of these Terms will be published on the Platform. It is Your responsibility to review these Terms of Use periodically for updates / changes. If any amendment is unacceptable to you, you may stop using this Platform. Your continued use of this Platform following the posting of changes will mean that You accept and agree to the revisions.

Enrolment as an User

To begin the User enrolment process, you will submit a complete application for registering a User Account via the Platform. We will evaluate your application and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your application is incomplete, incorrect, or found unsuitable for the User Programs on the Platform. By registering for an User Account, You agree to your participation in the User Program(s) and to these Terms of Use. The Company may from time to time require certain additional documents and proofs to establish your identity and other KYC related checks. You agree to cooperate and provide such documents sought from you as and when requested.

User Programs

On the Platform, Users may participate in either the Firm Program or the Flex Program (collectively “User Programs”) or both.

Firm Program

Registered participants of the Firm Program (‘Firm User), may be able to view the listings available on this Platform and share the product catalogue/description with prospective buyers (“end-customers”) through offline modes. Upon obtaining authorization and confirmation from the end-customer to make the purchase on their behalf, the Firm User will place the order through their User Account. The purchase will be concluded by the Firm User on Flipkart Platform. For each order placed by Firm User on behalf of end customers through the User Account, the Company will pay a commission to the Firm User.

Flex Program

Registered participants of the Flex Program (“Flex User”) will be able to tie-up with sellers of product listings on this Platform and become agents of the seller(s)’. Under this program and pursuant to such tie-up with the sellers, Flex Users will market the product listings of the respective seller(s) to end-customers through offline channels. Under the Flex Program and further to the tie-up of the Flex User with the respective seller, the Flex User may be able to adapt the price of the order payable by the end-customer, on behalf of the seller, by virtue of agency relationship with such seller. Upon obtaining authorization and confirmation from the end-customer to make the purchase on their behalf at the price adapted by the Flex User, the Flex User will be required to place the order through their User Account. The purchase will be concluded by the Flex User on Flipkart Platform. The Flex User shall comply with applicable laws at all times while using the Platform.. The commission receivable by the Flex User shall be equivalent to the margin added by the Flex User on the price of the product listing as fixed by the seller, on the respective product listing. The commission payable under this Program shall be paid to the Flex User by the Company. The commission so paid to the Flex User shall be collected/charged from the respective seller by the Company. The Company hereby expressly disclaims any and all responsibility and liability in respect of anything arising directly or indirectly in respect of the relationship with the Flex User and the respective seller under this Flex Program.

Firm Users and Flex Users (collectively, referred to as “Users” for the purpose of these Terms) may choose to place an order for the end-customer on the Platform either under the Firm Program or under the Flex Program.

Eligibility of Users

User(s) represent and warrant that they have the right to access or use the Platform. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to access and use the Platform.

The Platform can be accessed and used by those persons who can form legally binding contracts under Indian Contract Act, 1872. Only individuals who are eighteen (18) years of age or older may use the Platform, and such users must not be employees of the Company or any of its group entities. The Company reserves the right to terminate the User account and / or deny access to the Platform if it is brought to the Company’s notice or if it is discovered that the User does not meet the conditions herein.

Placing Orders/ Return & Cancellation Requests on behalf of end-customer

The User undertakes that the User has requisite authorization from the end-customer to take actions on their behalf including placing order, return or cancellation requests on their behalf.
The Platform allows Users to place orders through using their User Account on behalf of end-customers, subject to the terms and conditions set out herein.
The Users understand that any order that they place shall be subject to the terms and conditions set out in these Terms, and Flipkart Terms of Use.
The User agrees to provide current, complete, and accurate purchase and account information for all purchases made using the User Account.
The User may make requests for returns/cancellations on behalf of the end-customer. The return and cancellation policy of Flipkart Platform shall apply.

Payment for Orders and Refunds for returns/cancellations

The User may use prepaid instruments to make payment towards the orders placed on behalf of the end-customer. The User undertakes that the User shall make payments only using payment instruments like debit card/credit card, internet banking, UPI etc which belong to the User. The User shall not collect any card or bank details of the end-customers and shall not use any payment instrument on the Platform which does not belong to the User.
The User undertakes that any refunds which are credited into the account of the User shall be settled by the User with the end-customer immediately. The Company shall not be liable for any delay or failure on part of the User and any disputes between the User and the end-customer shall need to be resolved independently and the Company shall not be involved in the same.
In the event any end-customer or seller raises any claims or disputes with the Company for any reason attributable to the User including but not limited to non-receipt of refunds by the end-customer from the User or for any other reason on account of fraud/default on part of the User, the Company shall be entitled to blacklist the User and withhold any payments to be made to the User by the Company or seller(s). Further, the Company shall be entitled to recover amounts claimed by the end-customer from any payables to the User.

Roles and Responsibilities of User:

On registration, the User will receive an account which will be verified with OTP of the registered mobile number of the User (“User Account”). The User is responsible for:
1. maintaining the confidentiality of their login credentials for their User Account.
2. all activities by User accessing the Platform through their User Account.
3. immediately notify the Company of any unauthorised use of their User Account or any other breach of security that they become aware of; and
4. ensure that they exit from their User Account at the end of each session.
The Users are solely responsible for all activities that occur under their User Account and the Company shall not be liable for such activity in any manner. All purchases made by User are intended for sale or consumption by end-customers on behalf of whom the User places the orders. The User shall not make any purchases for the purpose of any, resale or further distribution purposes.
Please also note that you may not purchase products through your User Account for your own use, for resale or commercial use of any kind. Users are not eligible for commission when they place orders themselves.

Privacy

The information collected by the Company through the Platform includes Affiliates’ mobile number, for the limited purpose of using the Platform and fulfilling transactions on the Platform. Affiliates to ensure the accuracy, completeness, or adequacy of the information provided to the Company.

The Users agree that information about their use of the Platform through their mobile telecommunication device may be communicated to the Company, and the Company may obtain information from the Users’ mobile carrier or mobile device.

You expressly confirm that you have obtained consent of the end-customer to collect, store ,share their personal information (including to contact through SMS, instant messaging apps, call or email) with the Company, and its sellers, delivery partners and service providers in accordance with the Privacy policy and for the purpose specified in this Terms of Use, copy of which consent will be shared by You upon request.

Anti Money Laundering:

You must fully comply with all applicable laws, regulations and guidelines including but not limited to anti-money laundering (including ‘know your customer’ and ‘customer due diligence’), economic sanctions laws and regulations and to the extent applicable, any others as stipulated by statutes or financial regulators, towards any activities which are pertaining to financial product or services. You must not engage in a transaction pursuant to this agreement that will cause Us to violate such laws and regulations.

User Account Suspension and Termination

If we determine that you have not complied with any requirement or restriction provided in the User Programs or any other applicable policies or that you have otherwise violated these Terms, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under these Terms of Use, terminate these Terms of Use, or both. If you are found in violation of these Terms of Use, then the Company has the right to terminate your registration, as well as revoke all payments linked to your User Account, unless you can show that the purchases were genuine.
You shall not also create or operate multiple User Accounts on the Platform.
The Company reserves the right to suspend or terminate the account or access to the Platform including blocking any amounts due to the User and associated User Account -
if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete; and/or
if, in the Company’s assessment, the User has (a) fraudulent/suspicious instances of returns and/or cancellations initiated; (b) engaged in actions that are fraudulent, negligent or derogatory to the Company’s interests.
if, in the Company's assessment, the User has created multiple User Accounts on the Platform.
if the User is found to be non-compliant with the Terms of Use.
You are eligible to earn commission through the User Programs only on purchases that originate from your User Account, and commission earned either from the Company or from the seller under the Firm Program or Flex Program respectively will remain payable only if the related orders are not cancelled or returned. We or the seller may withhold your final payment under the Firm Program or the Flex Program respectively for a reasonable time to ensure that the correct amount is paid.

Commission

Commission either under the Firm Program or the Flex Program receivable by the User will be settled by the Company only on eligible Products after order, payment, and shipping. You may not purchase products through your User Account for your own use or for further resale. Such purchases may result (in our sole discretion) in the withholding of commission and/or the termination of your User Account for violation of these Terms of Use.

Commission Schedule and Payment

Under the Firm Program

During each calendar month, for products purchased through your User Account under the Firm Program, Firm Users will earn (subject to the other terms of these Terms of Use) commission in accordance with the "Fee Structure" described below. Fee Structure: Subject to the other terms of these Terms of Use, you will earn a commission.

The Company will pay you commission for products purchased through your User Account under the Firm Program, as per the applicable commission rates, detailed [here], and upon the expiry of the return period of such products purchased.

The Company may from time to time define threshold/maximum payouts that can be made to you in a year and shall keep you informed of the same. The Company may require additional documents and identity proofs should you cross such thresholds. You agree to cooperate with the Company and provide the necessary documents as and when requested

Under the Flex Program

During each calendar month, for products purchased through your User Account under the Flex Program, you, as a Flex User will earn (subject to the other terms of these Terms of Use) commission for the purchase made on a seller’s product listing. The commission of the Flex User receivable by the Flex User shall be equivalent to the margin added by the Flex User on the price as fixed by the seller, on the respective product listing. The commission under this Flex Program shall be paid to the Flex User by the Company. The commission so paid to the Flex User shall be collected/charged from the respective seller by the Company.

Invoice Raising & Acknowledgment

You acknowledge that Flipkart shall raise the invoices on your behalf for the commission to be paid by Flipkart under the User Programs. Flipkart shall raise invoices on the respective seller under the Flex Program and will settle the amounts payable to You under the Flex Program. The invoices raised by you shall state the cumulative commission payable to You inclusive of the commission under the Firm Program and the Flex Program. You will be informed of the commission payable under the two User Programs through the Shopsy Mobile Application. You shall be required to acknowledge the commission payable as communicated through the Shopsy Mobile Application and upon such acknowledgment by You, the commission due and payable to You shall be remitted. Invoices in respect of the commission received by you shall be raised by Shopsy.

The commission payable to you is exclusive of goods and service tax or other tax or levy that you may be required to remit in connection with such services. If required by applicable Indian tax law, we may deduct or withhold income taxes from the commission payable to you. If you are an Indian resident, commission payable to you will be subjected to income tax (5% TDS as per section 194(H) of Income Tax Act) provided documents are uploaded as per the payment mode opted. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of income tax withholding applicable to you will vary and income tax would be withheld from the commission accrued to you on the basis of documents submitted by you which are required as per the provisions of Income Tax of India. If we deduct or withhold income taxes from commission payable to you, we will issue to you the relevant withholding tax certificate evidencing deposit of the taxes with the relevant regulatory authorities. If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on commission payable to you. You hereby agree that you will not pursue any claim against Company or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any income taxes Company deposits with a relevant taxing authority pursuant to these Terms of Use.

Non-GST Declaration Letter

Requirement to seek registration by the Users

Section 22(1) of the CGST Act mandates taking registration to all suppliers from the states where the supplier is supplying goods or services, (other than special category states) if his aggregate turnover exceeds 20 lakhs or (from special category states) exceeding 10 lakhs taxable turnover in a financial year

- - In the event that a User does not exceed the threshold of aggregate turnover of Rs 20 Lakhs or Rs 10 Lakhs (as the case may be), such supplier is not bound to obtain registration under the CGST Act and may conduct its business operations as an unregistered supplier.
  - All the Users who are registered under the GST Law would be mandatorily required to issue a tax invoice for the supply of service under the Firm Program' or the ‘Flex Program’.
    - Users who are not required to be registered under the GST Law, would not be required to issue a tax invoice under the said program but could issue a bill of supply along with declaration letter for the same.

In case Users are GST registered and raises Tax invoice such User should raise them following all Invoicing rules and must ensure eligibility of credit for the sellers by complying with all GST provisions and in case of ineligibility to claim GST ITC by the sellers for any mistake from the User , the Company may be will have the right to deduct such amount from the fees.

Indemnification

The User shall indemnify, defend, and hold harmless the Company and its subsidiaries, group companies, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs, and expenses (including legal and statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Company that arise out of, result from, or in connection with:

(a) the User’s breach of these Terms.

(b) any claims made by any third party due to, or arising out of, or in connection with User’s use of Platform including any claims from end-customers in relation to orders and/or return request/cancellation requests placed by User on behalf of the end-customer or refunds related to orders or any other grievance that the end-customer may have for actions of the User.

(d) the User’s violation of any applicable laws.

Notwithstanding anything to the contrary in these Terms, in no event shall the Company and its group companies, if any, be liable to the User or anyone claiming through the User in respect of any subject matter of these Terms under contract, negligence, strict liability or other legal or equitable theory for any special, incidental, indirect, consequential, exemplary or punitive damages, loss of goodwill, loss of revenue, loss of opportunity, loss of anticipated profits, whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not the Company has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty or negligence or any other claim arising out of or in connection with the use of or access of the Platform.

Identifying Yourself as an User

You may not issue any press release with respect to these Terms of Use or your participation in the User Programs; such action may result in your termination of your User Account. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by these Terms of Use. Any such activity will lead to suspension of your User Account and/or withholding of payment of any accrued and future fees as being in violation of these Terms of Use.

Responsibility for Your communications with end- customer

You will be solely responsible for the communications and representations made by you to the end-customer including sending product descriptions/catalogue to the end-customer and obtaining consents for order placements on behalf of the end-customer or placing return requests on their behalf. The Company disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to your actions on behalf of the end-customer.

Compliance with Laws

As a condition to your participation in the Program, you agree that while you are an User you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are an User.

Relationship of Parties

You and we are independent contractors, and nothing in these Terms of Use will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that reasonably would contradict anything in this clause.

Under the Flex Program, sellers and Flex Users are independent contractors, and no partnership, joint venture, employee-employer relationship is intended or created by the Flex Program. The relationship between the Flex User and Seller is one of independent contractors, and the Flex User may participate in the Flex Program to the extent of the authorisation provided by the respective seller.

Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with these Terms of Use or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to these Terms of Use and the Program will not exceed the total commission paid or payable to you under these Terms of Use.

Disclaimers

We make no express or implied warranties or representations with respect to the Program, or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Platform will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation

You acknowledge that you have read these Terms of Use and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in these Terms of Use. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in these Terms of Use.

Disputes

Any dispute relating in any way to the Program, or these Terms of Use will be adjudicated in courts in Bangalore (Karnataka), and you hereby consent to exclusive jurisdiction and venue in those courts. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

The Company shall not mediate or resolve any dispute or disagreement between Users and or sellers and or end-customers arising generally or out of the Flex Program. Any such dispute shall be settled without the involvement of the Company. User hereby further agrees, acknowledges and confirms that the User’s only recourse in case of a dispute against the seller and or end-customer will be against the seller or end-customer and the Company will not be made a party to any such issue and/or dispute between the seller and the User.

Miscellaneous

These Terms of Use will be governed by the laws of the Indian Republic. You may not assign these Terms of Use, by operation of law or otherwise, without our prior written consent. Subject to that restriction, these Terms of Use will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of these Terms of Use will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms of Use.