TERMS OF SERVICE

(FOR SELLERS / MERCHANTS)

1. You are entering into a legally binding agreement with MADEITLAND® TECHNOLOGY PRIVATE LIMITED (hereinafter mentioned as “Madeitland®/ Company” and such expression shall mean and include all of its successors, administrators, and assigns.); having its registered office at C/O Phool Chand Sarawgi, Jaigaon-II, Bhanu Bhakta Toll Road, Alipurduar Jaigaon, Jalpaiguri West Bengal 736182 to become a Seller/Merchant on the mobile applications of  Madeitland®.

2. If you use any of the services described herein as a Merchant at Madeitland®, you shall be subject to the guidelines, to such service or business in addition to this Terms of Service.

3. Your consent to this “Terms of Service” is recorded electronically with the intent to be legally bound by these terms of service as a click-wrap contract and it is not required to be signed physically between the parties.

AND WHEREAS the Company has created an eCommerce Platform offered as a Service namely “MadeitLand Biz” that allows merchants to discover and connect with Shoppers at Madeitland® and further the Company operates, maintains and/or collaborates with third-party vendors to operate and maintain the said platform using a variety of software tools and services.

WHO IS A MERCHANT?

A Merchant is seller of products and services on our mobile application “Madeitland® Biz”. To start selling, you need to sign up your business and create a seller profile. The Mobile application(s) is available for download at https://madeitland.com/download/.

Once the admin approves your signup request, you become a registered Merchant at Madeitland® and will be allowed to list and sell your products and services through the Madeitland® Mobile application.

AND WHEREAS you being a User or a Merchant of our website contract and application(s), are required to read and agree with the terms and conditions contained herein along with the policies published in https://madeitland.com/terms/ & https://madeitland.com/privacypolicy/ by performing a clickwrap contract, and undertake to be legally bound all such terms and conditions as it may be updated from time to time at the sole discretion of the Company, with prior notification.  A “User” is a person or a legal entity who has:

(i).  Created an account in the said e-Commerce Platform, or in company’s website; or

(ii). Installed any mobile application or software tools that are offered by the Company through its official website or application stores; or

(iii).  Obtained any services offered by the company through the website, platform, or mobile applications.

NOW, THEREFORE, in consideration of the foregoing recitals and the shared covenants contained in this Agreement, the Parties agree as follows:

DEFINITIONS

a) “Commencement Date” or the “Effective Date” of this Agreement for a Merchant shall be the date of Use of the website, e-Commerce Platform, mobile application(s) or any kind of use of the services listed in the company website and or in the mobile applications.

b) “Documentation” shall mean all information, data, instructions, guidance, and other materials related to the e-Commerce Platform and all documents and information published on the website and or on the mobile application(s) and all documents and or information provided as a Service to the merchant.

c) “Confidential Information” means any and all any trade secrets, technical information, technology, computer source and object codes, other computer codes, know-how, research, computer interfaces, procedures, theorems, algorithms, products, demonstration products, training and operations material and memoranda, pricing information, and financial information, employees, trading, profits, finances and business affairs disclosed or made available by one Party (the “Disclosing Party”) to the other Party for the purpose of, in the course of or in connection with this Agreement.

d) “End Date” shall mean the date of termination of use of the account or any subscription thereof and only after considering any renewal or early termination of the Agreement subject to its terms and or as the merchant stops using the website, e-Commerce Platform or the mobile applications.

e) “Services” shall mean as follows:

i).  “MadeitLand” e-Commerce Marketplace and professional services: Bringing retail businesses online through services like in-app communications, products and services listings, Appointment bookings, Quotation Services and cart sharing services and enabling online and cash on delivery transactions. (Website and applications)

(ii). “MadeitLand” Delivery Services:  depending on availability of delivery officials in a specific region and at a given time.

(iii) The tools and services applicable to efficiently use the platform and related software tools and Support Services;

f) “Website” shall mean Company’s websites [www.madeitland.com] or any successor website and excludes any third-party websites, pages or links that may be available on the Company websites.

g) “Support Services” the Remote Support services if there is any difficulty in using the services or subscriptions as per the Service Level Agreement (SLA). The subscribers can directly contact the vendor to resolve any issues, however even then if the issue is not resolved then they can file a complaint with MadeitLand using the support link: https://madeitland.com/helpdesk/ .

h) “Subscription” shall mean the non-transferable, non-refundable subscription to the Company’s e-Commerce Platform/ market place/ Mobile Application in whatever capacity, a license granted to the Subscriber, permitting to use and or access the website, the e-commerce Platform or any part thereof, the Mobile Applications, and the Services, as per the license/subscription conditions and in accordance with the terms of this Agreement, the Privacy Policy and other legally binding Agreements and notifications (T&C) as it may be published on the website or mobile applications from time to time. Each Subscription is granted to an individual Merchant.

– To access and use the Services, you must have the full authority to warrant and represent your legal organisation and subscribe for an account (“Account”) by providing legitimate credentials and all details that we require from you to establish a valid legal agreement and identify each party to establish and claim legal rights against each other.

– The Company may reject your application for a Subscription/ merchant account, or cancel an existing Subscription/ merchant account, as per the terms of this Agreement, in its sole discretion.

i) “Subscription Term/ Term” shall mean the period commencing on the Commencement Date and ending on the End Date or such period till the subscriber or merchant avails any services of the company through its website and or mobile applications.

j) “T&C” shall mean the Terms and Conditions of Use the, Website, or the e-Commerce Platform from time to time posted on the website including this Agreement and the Privacy Policy of the company and other notifications and circulars published by the company, in compliance with the law of the land, specially to comply with the evolving data protection laws of the country, and or any policies that are being implemented in the interest of the subscribes from time to time. Link to the Company’s policy centre: https://madeitland.com/terms/ https://madeitland.com/privacypolicy/

SUBSCRIPTION/ MERCHANT TERMS

1. Hereby the Merchant undertakes and acknowledges that the website, e-commerce platform and or the mobile applications enables the Shopper to purchase products and services listed by the Merchant at the prices set therein. Therefore, the Merchant further agrees and acknowledges that the Company is only a facilitator and is not and cannot be a party to or control in any manner any transactions and or communications made by you or any third party on the website. Accordingly, the contract of sale of products or service Agreement on the website, e-Commerce Marketplace and or in the Mobile Applications shall be a strictly bipartite contract between you and the Shopper.

2.(a). On reading and accepting this Agreement and the Privacy Policy by a prospect subscriber/merchant, the Company hereby grants a Subscription and a limited rights License to use the e-Commerce Platform, and or mobile application(s) of the Company as per the terms of this Agreement read with the subscription details as it may be specified in the subscription form in consideration of the subscriber using the e-Commerce Platform and or Mobile Applications to use the various current and future services that are being offered by the Company from time to time.

2.(b). The Subscriber/Merchant acknowledges and agrees that the Subscription and or License granted to the merchant, are subject to the terms and conditions of this Agreement and the Privacy Policy of the Company. The merchant hereby undertakes to comply with the terms and conditions of this Agreement as it may be updated and published on its website and on mobile application(s) by the Company from time to time.

2.(c). The Merchant further undertakes that the Company shall have the right to enforce the terms and conditions as a third-party beneficiary on behalf of the Merchant, if the Merchant fails to comply with the T&C of this Agreement and the Privacy Policy, and or terminate the Merchant Account and/ or Subscription and/ or License of the applicable Merchant(s)/ and or restrict visit to the company website/ applications and or suspend the Merchant account  at the sole discretion of the Company, till the Merchant complies with their obligations as per the T&C.

2.(d). Obligations and undertakings of the Merchant:

2.(d).(i) The Merchant is solely responsible for maintaining confidentiality of its account, login ID and Password and the merchant shall be solely responsible for any unauthorized use of the subscription account. The merchant is suggested to change the login credentials every 3 months as a good privacy practice protocol.

2.(d).(ii)   Any unauthorized use of the account, the License, the website, the Services or of the Mobile Applications, by Merchants in violation of the T&C, is strictly forbidden and shall be deemed a material breach of this Agreement.

2.(d).(iii)  The Company shall stand indemnified by the Merchant, against all third-party claims, for any unauthorized use of the merchant account without any limitation including but not limited to any claim established by any third party due to any Intellectual Property Rights or data violations of any third party.

2.(d).(iv)  The Company shall have the right to suspend the merchant account or revoke the license if there is any material breach of this Agreement or any of the Merchant license/ Subscription conditions.

2.(d).(v)  The merchant shall be solely responsible to purchase, obtain, install, activate, operate and maintain, any third-party software or license and any hardware or device (including, but not limited to, mobile devices used by Merchants for installation of the Mobile Application and computer systems of the subscriber) that may be required in order to install, run, activate, or access the website, the e-Commerce Platform, the Services or the Mobile Application, including, but not limited to, the applicable operating system and internet browsing software, in each case, in its most recent version for smooth and hassle free use of the Company’s services.

2.(d).(vi) Notwithstanding the provisions of this Agreement, the Company shall have the right to immediately suspend an merchant account or a subscription or a license if it is required in Company’s discretion to ensure due operation of the e-Commerce Platform, the website, the Mobile Application(s) or the Services, and/or terminate the merchant account or any subscription as aforesaid without any prior notice for any material breach of this Agreement

2.(d).(vii)  The Company shall also have the right to terminate the merchant account or subscription and or the licenses granted herein, immediately without any prior notice to the merchant, if it comes within the knowledge of the Company that the Merchant account, or the services thereunder is being used for any illegal activities including but not limited to transmitting any material containing child pornography, selling of illegal substances or selling of substances and drugs without obtaining approval from the applicable regulatory authorities etc.

2.(d).(viii) If payment is not received by the Company for any reason including due to any technical fault of the payment gateway or the card issuer or of the wallet or account from where the merchant attempts to make any payment, the merchant hereby agrees to promptly pay all amounts due to the Company upon demand.

2.(d).(ix) In addition to and without any prejudice to any remedy available to the Company in accordance with the laws in India, (i) the Merchant and its authorized representatives shall reimburse and indemnify the Company against all collection costs and interest for any overdue amounts, and (ii) any late payment of the Subscription Fee or any part thereof shall bear interest from its respective due date hereunder until its actual payment, at the rate of 18% (eighteen percent) per annum. Waiver of any penalties or fees are at the discretion of the company only, and subscribers cannot claim any waiver as their right.

2.(d).(x) The Company reserves the right to modify, suspend, or discontinue its product and/or services at any time for any reason with 30 days’ prior notice.

2.(d).(xi)  The Company reserves the right to modify this Agreement with or without any prior notice to Licensee. However, if such modifications of this Agreement materially and adversely affect Customer’s rights, liabilities, or obligations, then it will not be binding on the subscriber unless such change/ amendment of this Agreement is required:

(a) under any government orders, national, regional, or international laws, regulation, treaties etc., or

(b) to adjust the changed environment/ technology or in any other way benefit the Merchant only; or

(c)  Such change is a forced change due to a change in technology.

2.(d).(xii) The Company reserves the right to change its yearly subscription fees upon 30 days’ online prior notice to Licensee. Such changes in the annual fees shall also be notified on the websites.

2.(d).(xiii) The merchant understands that the company is not liable for any failure or loss in delivery services availed through any of its application. Any OTP provided to the drivers is an acknowledgement that the merchant trusts the delivery agent at their own risk.

RIGHTS AND UNDERTAKINGS OF THE COMPANY:

3.(i) No agency, partnership, joint venture or employment relationship is created by these Terms or your use of the Services.

3.(ii) The Company shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with the Merchant to promote its Marketplace and Services with due acknowledgement to the Merchant. This clause shall survive termination of this Agreement.

3.(iii) The Company will have no liability to you, for any failure or non-performance of the merchants or service providers listed on the Company’s marketplace, or for non-availability of resources under these Terms in the event that such non-performance or failure arises as a result of the occurrence of an event beyond the reasonable control of the Company including, without limitation, an act of war or terrorism, cybercrime, natural disaster, failure of electricity supply, riot, civil disorder, or civil commotion, an environment license failure, any fault, bugs or glitches in any third party license based on which the subscription platform, services and applications are created or other force majeure events.

3.(iv) Certain Third-Party Products may be integrated with the Services. The Company may, in its discretion and without incurring any liability for you, decide to no longer support such integration and migrate your Services subscription to a different integration.

3.(v) The Company has entered into arrangements with one or more third parties for hosting services that are essential for designing and running of the subscription account, e-Commerce Platform and or the mobile application(s).

LIMITATION OF LIABILITY:

4.(i). THE COMPANY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, VENDORS AND AFFILIATES) SHALL NOT BE LIABLE (JOINTLY OR SEVERALLY) TOWARDS THE SUBSCRIBER, ITS MERCHANT(S) AND OR ANY THIRDPARTY ENTITY; FOR any INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, OR DAMAGES FOR LOST TIME OR GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA ARISING OUT OF OR DUE TO THE USE, OR ANY IMPROPER USE OF THE PLATFORM, THE MOBILE APPLICATION, THE SERVICES OR THE SOFTWARE OR ANY INFORMATION, CONTENT OR MATERIALS MADE AVAILABLE TO THE SUBSCRIBER IN ANY MANNER WHATSOEVR.

4.(ii).     THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF THE COMPANY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES VENDORS AND AFFILIATES) FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION WHATSOEVER ARISING UNDER OR RELATED TO THIS AGREEMENT (BY COMPANY’S NEGLIGENCE, OR OTHERWISE), SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF SUBSCRIPTION FEE ACTUALY PAID TO THE COMPANY BY THE SUBSCRIBER DURING THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO SUCH DAMAGES, LOSSES, CLAIMS OR CAUSES OF ACTION.

4.(iii).   This section applies whether or not the services provided to a visitor or to a merchant as a limited time free trial, or for a consideration of a subscription amount.

4.(iv).   The Merchants shall not be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the website, the Platform, the Mobile Application, the Services, and or the Software, or any materials or advertising issued in connection therewith or displayed thereon or therethrough in any manner whatsoever, under any circumstances.

4.(v) The Merchant hereby agrees that the limitation of liability provisions, including the exclusions of damages and disclaimers contained in this Agreement are part of the basis of the bargain between the Merchant and the Company, and without such limitation on liability, the various fees and charges applicable to obtain the services provided by the Company would be different.

4.(vi) The Company shall not be responsible under this Agreement:

1. If the Website and or the e-Commerce Platform and or the Mobile Applications are not used in accordance with the Documentation; or
2. If the defect is caused by any unauthorized act or inaction of the merchant, a Modification, third-party software, or third-party database.

INTELLECTUAL PROPERTY

5.(i).      By execution of this Agreement or by any act or actions, the Company does not assign, sell or otherwise transfer its ownership or title to any intellectual property on the website, the e-Commerce Platform, the Mobile Application, the Services, the Software, or the documentations and its designs in any manner whatsoever. This agreement only creates a limited and revocable merchant license in favour of the Merchant in a specific manner and for specific purposes as expressly mentioned in this Agreement.

5.(ii).     Any and all IP Rights acquired and/or developed and/or implemented by the Company during, as a result of, or in connection with the provision of the services or customised and or developed as per the requirements of a Merchant shall solely belong to the Company without any exceptions. The merchant hereby irrevocably waives off any rights, title, interest created thereon if any in favour of the Company.

5.(iii).    The Merchant shall not copy, translate, modify, or make derivative works of the Software or any component thereof of the website, e-Commerce Platform, mobile application(s) and documentations that are made available to the Merchant under this Agreement.

5.(iv).    The Merchant shall not redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, license or otherwise make the website, e-Commerce Platform, the mobile application(s), the service(s), the subscription or the license made available to any third party without any knowledge and written consent of the Company.

5.(v).     In the event the Merchant obtains knowledge that a third party is attempting or may attempt to take any of the foregoing actions prohibited by this provision it shall immediately inform the Company of such action or risks.

MERGER & ACQUISITION.

6.(i). Company reserves the right to undergo any restructuring process like takeover, merger, acquisition etc. However, in the occurrence of any such restructuring process, all rights and liabilities of the company and of the merchants under this Agreement shall vest on the authority/ successor so developed under such processes, disregarding the fact whether such process affects the legal identity of the Company or not.

ASSIGNMENT:

This Agreement is not assignable under any circumstance. The Merchant shall not subcontract and employ agents to carry out any of its obligations under this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with Indian law without reference to its conflicts of law principles. The subscriber hereby expressly agrees to submit to the exclusive jurisdiction of India and state courts of the State of West Bengal for the purpose of resolving any dispute relating to your use of the website, merchant account(s), e-Commerce Platform, the Mobile Applications and/ or services. This clause shall survive termination of this Agreement.

LICENSE

MADEITLAND® TECHNOLOGY PRIVATE LIMITED grants the Merchant a limited license to access and use the mobile application. Only authorized human access is being granted to the Merchant who may not use any other robots or software to run the application. The Merchant is not permitted to modify any portion of the software in any manner whatsoever. This license does not include any resale or commercial use of the mobile application, or the contents thereof; any derivative use of this mobile application, or the contents thereof; or any use of data mining, robots, or similar data gathering and extraction tools. We reserve the right to refuse service, terminate accounts, or remove your profile and or products at our sole discretion.

Your license to use the application or parts of the application may be restricted depending on your subscribed tier.

LAWFUL USE OF THE MADEITLAND® BIZ APPLICATION

You shall use our services, including the Website and or Applications for lawful purposes only. We reserve the right to suspend/ terminate your account or delete/modify any content anytime at our sole discretion, mainly on receiving complaints or spotting of any illegal activities, counterfeit products, illegal or offensive material or other unlawful activities. You shall not use our services to send, use or reuse any material that is illegal, offensive, (including but not limited to material that is sexually explicit or which promotes racism, bigotry, hatred or physical harm), abusive, harassing, misleading, indecent, defamatory, disparaging, obscene or menacing; or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”; to cause annoyance, inconvenience, or needless anxiety to any third party.

INFORMATION WE COLLECT FROM YOU

1. Personal Data collected from Merchants

As a merchant when you use our application, we collect all information that you provide to us about yourself and your business, such as your name, name of your business, business and warehouse address, email address, phone number and copies of government issued identification, nature of business and other inventory-linked details.

We may also collect sensitive personal data or information (“SPDI”) about you when you use our Service(s) on the Madeitland® Biz Platform. This information may include financial information, identity information, business documentation, contracting and other related information we receive from you or, on your behalf.

You also understand that to be able to power your business digitally, we may access, process, and further share your information with enablers such as Partners, Third-party APIs and Agencies such as payment gateway providers that enable and support different use case and functionalities. You acknowledge that Madeitland® is not responsible for, and has no control over, the practices and/or policies of the enablers.

2. Personal Data collected from Customers

As a merchant you acknowledge that we may collect information about the customers who visit your Stores or make purchases from you. Information of Customers may not only be limited to their name, address, email address, phone number, gender, purchase pattern, product preference, price preference, transactions that take place on your Stores as we provide our Services.

We collect information for the purposes of facilitating your process and to improve the quality of our service.  In the process, you understand that any personal data may be collected shared with other Partners and facilitators, therefore you acknowledge that this Policy does not cover privacy practices of other parties integrated in the processes.

While transacting with Stores on the Platform, your customers may provide their financial information including without limitation your bank account details, credit card account details or your details pertaining to any payment settlement or pre-paid instrument service provider. You understand, agree and acknowledge that the Platform does not receive or have access to such financial information from these service providers. Your personal information, sensitive personal information and financial information will be dealt by these service providers in accordance with their respective privacy policies and other terms and conditions and Platform shall not be liable, accountable or responsible for your personal information, sensitive personal information and financial information which you provide to these service providers.

3. Personal Data and Sensitive Personal Data or Information

The IT Act and the SPDI Rules regulate the collection, usage, retention and disclosure of personal information, including SPDI, which are defined under the SPDI Rules as any information that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available to a body corporate, is capable of identifying such person.

All Personal Data and SPDI is provided by you to us voluntarily. By providing us your Personal Data, and SPDI, you provide your express consent to us to collect, store, process, transfer and disclose to third parties your Personal Data and SPDI in accordance with the terms of this Policy.

You may choose to not provide us with any or all information, but in the event that you do so, we may be unable to provide you with our Services.

4. Device Information

In order to improve your experience on the Platform and lend stability to our Services to you, we may collect information or employ third party plugins that collect information about the devices you use to access our Services, including the hardware models, operating systems and versions, software, file names and versions, preferred languages, unique device identifiers, advertising identifiers, serial numbers, device motion information, mobile network information, installed applications on device and phone state. The information collected thus will be disclosed to or collected directly by these plugins and may be used to improve the content and/or functionality of the services offered to you. Analytics companies may use mobile device IDs to track your usage of the Madeitland® Biz Platform;

5. Other information:

Further, we might receive information and Personal Data about you, from publicly available sources, information shared by social media platforms you are associated with, and. from other sources including from our Partners, advertisers, or information about you from our group companies.

COMMERCIALS

1. Use of the Services is limited to parties that can lawfully enter and form contracts under applicable Law. As part of the registration process, you must provide us with your (or your business’) legal name, address, phone number, e-mail address, GST Certificate, PAN Card, Trade license if applicable, along with a copy of a cancelled cheque of your business and any other information we may request to verify your business identity. Any personal data you provide to us will be handled in accordance with our Privacy Policy duly published on our website and mobile applications.
2. Fees: You will pay us the applicable commission fees, transaction charges and or subscription fees that is published on the Madeitland® Biz application. You may learn more about the fees on our website as updated from time to time for each completed transaction through the Madeitland® Biz application.
3. “Subscription”- You may choose from any of the available plans including Basic, Lite and Plus and pay to subscribe and enjoy their benefits.
4. “Commission Fees”- On orders that your customers make through the Madeitland® app, you may be charged a commission fee as is updated on our website from time to time. This fee may vary depending on the industry as well as with your subscription plan.
5. “Transaction Charges”- These are unavoidable standard charges, regulated by the RBI, that depend on the method of payment by the customer.
6. Shipping Charges: You can preset the delivery charges to be charged to the customer. Shipping charges to the customers can be predefined by you based on the radius you select as your serviceable area and rate per km adjustable with order values, also set by you as the merchant through the Madeitland® Biz Application. We may restrict the delivery rate chargeable to the customer at any time without prior notification. You agree to bind your services within the price range boundaries set by the admin. You are not allowed to charge separately for any hidden costs such as transport packaging services. It needs to be inclusive in the product-price or shipping charges that you set. You acknowledge and agree that you are responsible to account for any extra charges and applicable taxes including but not limited to VAT/IGST and goods and services taxes on the shipping that may be charged to the customer.

The method for computing shipping fees charged by you to the customer maybe be purely geodetic and may not include the actual distance to be travelled between your pickup location and the delivery point of the customer. The actual charges and costs to you for fulfilment of orders, however, may be based on the driver’s actual route and may include their time charges. You understand that you will be solely responsible for any differences in delivery charges from the customer and the actual costs incurred by you. Under no circumstances, can liability for such difference be raised to the company or the customer after the order has been accepted.

4. Taxes on Fees Payable to Madeitland®: In regard to these Service Terms, you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you shall sufficiently provide undertaking, documents and or security amount as it may be applicable to you from time to time.
5. Remittances to you for Your Transactions (excluding COD transactions) will be made to your account as per the terms and conditions of the applicable payment gateway and within 10 working days from the transaction date. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us and the drivers to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
6. Subject to and without limiting any of the rights described in this clause, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve”). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.
7. Hereby you authorize us to remit the Settlement Amount to Your Bank Account on a weekly basis after adjusting all applicable payments and deductions in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transaction, you will not be entitled to a refund of our charges in relation to that transaction. All taxes, and costs including exchange rates relating to a refund shall be solely born by you.

DISCLAIMERS:

1. This website and applications of Madeitland® are provided on an “as is” and “as available” basis. We make no representations or warranties of any kind, express or implied, as to the operation of this website, mobile applications or the information, content, materials, or products included on this website and in Madeitland® Biz Application. You expressly agree that your use of this website and Madeitland® Biz Application is at your sole risk. We reserve the right to withdraw, edit or delete any information from this website or the application at any time on our sole discretion.
2. To the full extent permissible by applicable law, Madeitland® disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that this website, the Madeitland® applications, or e-mail sent from us are free of viruses or other harmful components. We will not be liable for any damages of any kind arising from the use of this website, and our mobile applications including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
3. Your access to the website and or applications may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities without any prior notice. While we ensure to limit the frequency and duration of any such suspension or restriction.
4. We may provide links to other websites over which we have no control. We are not responsible for the availability of such external sites or resources or liable for any content, advertising, products, or other material on or available on third-party websites and links published on our website/ applications.
5. No agency, partnership, joint venture or employment relationship is created by these Terms or your use of the Services.
6. The Company has entered into arrangements with one or more third parties for hosting services that are essential for designing and running of the subscription account, e-Commcerce Platform and or the mobile application(s) at our sole discretion and these Terms of Use will be updated from time to time without any prior notice based on such third-party license requirements and or otherwise.
7. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

INDEMNITY

You shall indemnify and hold harmless MADEITLAND® TECHNOLOGY PRIVATE LIMITED, and its agents, from any claim or demand, or actions including reasonable attorney’s fees, made by any third party or penalty imposed due to or arising out of your breach of these Conditions of Use or any document incorporated by reference, or your violation of any law, rules, regulations or the rights of a third party.

You hereby expressly release MADEITLAND® TECHNOLOGY PRIVATE LIMITED and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the merchants and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise.

BECAUSE MADEITLAND® IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS ON MADEITLAND® AND MERCHANTS ON MADEITLAND® BIZ OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE US (AND OUR 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.

INSURANCE

For all Sales Proceeds from your Transactions through the Fulfilment by our Services, you will maintain at your expense throughout the third party liability insurance in connection with Madeitland® with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with our Madeitland® Biz Application, including products liability and bodily injury, naming Madeitland® and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage within 24 hours.

TAX LIABILITIES

You will comply with any applicable tax laws and fulfil 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. 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. 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, we 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, we will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority.

It is your responsibility as a seller on our marketplace application to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing and ensure 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 our application/ website.

In case of any discrepancy in the reporting / returns filed by you, you agree that you will resolve such discrepancy immediately and indemnify us against any tax, interest, and penalty payable in this regard.

RETURNS AND REFUNDS

For all of your Products that are refused to be accepted by a buyer for being a different product, substandard quality, expired, damaged or description mismatch, you will accept, and process returns, refunds and adjustments in accordance with these Service Terms and the “Our refund Policies” published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through our Madeitland® wallet. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using our application, our Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance. In the event your balance is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.

PRODUCT INFORMATION

With respect to each of Your Products and Services listed on our marketplace, you are required to publish the following product or service information or any other information as it may be requested by us from time to time:

i) Product/Service Image- Digitized image that accurately depicts your product.

ii) Product/Service Name

iii) Product/Service Description,

1. Safety and Healthcare information; including any text, disclaimers, warnings, notices, labels or other content required by applicable Law.
2. Including Product Dimensions, Weight, Color
3. Important Technical Specifications, if any

iv) Selling Price (inclusive of any restocking fees or any other charges)

v) Any Offers/Discounts

vi) Category/Sub-Category of Product

vii) Product HSN Code and GST%

viii)Product Brand/Model

USE OF YOUR TRADENAME

Once you create a registered account on Madeitland® Application as a merchant, you grant us a limited perpetual license to use your tradename to be used on our website and promotional contents at our complete discretion. 

If any person believes that their work (as included on the Madeitland® platform) has been copied, displayed, or distributed in a way that constitutes copyright infringement, you must provide a written communication through our Helpdesk with all supporting documents.

APPLICABLE LAW AND JURISDICTION

All issues and disputes arising out of this Agreement shall be settled as per the Laws of India and the courts at Alipurduar and the High Court at Calcutta shall have exclusive jurisdiction.

NON-EXCLUSIVE

This is not an exclusive agreement. Parties other than MADEITLAND® TECHNOLOGY PRIVATE LIMITED and its affiliates may operate stores, provide services, or sell product lines on our website and applications. For example, many third-party businesses and individuals are offering and selling their products and or services through our website and mobile applications.

INTELLECTUAL PROPERTY

1. All content included on this website and mobile applications, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Madeitland®. The compilation of all content on this website and the mobile applications are the exclusive property of Madeitland® and protected under the Indian and International Intellectual property laws.
2. Madeitland® trademarks and intellectual properties cannot be used by the merchant in any manner whatsoever.
3. By execution of this Agreement or by any act or actions, the Company does not assign, sell or otherwise transfer its ownership or title to any intellectual property on the website, the e-Commerce Platform, the Mobile Application, the Services, the Software, or the documentations and its designs in any manner whatsoever. This agreement only creates a limited and revocable merchant license in favour of the registered merchant a specific manner and for specific purposes as expressly mentioned in this Agreement.
4. The Registered Merchant shall not copy, translate, modify, or make derivative works of the Software or any component thereof of the website, e-Commerce Platform, mobile application(s) and documentations that are made available to them under this Agreement.
5. The Registered Merchant shall not redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, license or otherwise make the website, e-Commerce Platform, the mobile application(s), the service(s), the subscription or the license made available to any third party. It shall be the sole responsibility of the Registered Merchant to keep their account password protected and confidential.

GRIEVANCE REDRESSAL

You Agree that all notices will be sent to you electronically through the application or to your registered e-mail address and such notices shall be legally binding on you. It shall not be required to send any notice or communication to your postal address.

All grievances from your side, would require to be registered at our helpdesk (https://madeitland.com/helpdesk/). Once you register a ticket, you can expect a response from us within 72 hrs. In case, you wish to provide clarification or remind us, you can view your ticket and write a reply and attach any supporting document as may be necessary.

In case, your issue is resolved, you may close the ticket.

 If your matter is urgent or if you wish to escalate your issue, you may write to us at support@madeitland.com  with your ticket number clearly provided in the email subject.

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 by deregistering yourself through the Madeitland® Biz mobile application. We may terminate your use of any Services or terminate this Agreement for convenience with 15 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 our legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, 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.

REPRESENTATIONS

Each Party represents and warrants that:

1. if it is a business, it is duly organized, validly existing and in good standing under the Laws of the land in which your business is registered and are a resident of India for income tax purposes;
2. 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;
3. 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
4. each party is sufficiently licensed to run its business.