Business Agreement

Business Agreement

Business agreement

Service terms – charges

Seller Policies and code of conduct

 

 

Business Agreement

 

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR Seller ACCOUNT OR ACCOUNTS on our website AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND Lyngum Innovations private limited ( “LYNGUM”). BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND Seller POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE SITE www.lyngum.com.

 

  1. Eligibility to enrol for services:

To begin the enrolment process, you must complete the registration process for selling on the site and use 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 and applicable tax registration details. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

 

Besides the above, in order to be eligible to sell your products through our website, you have to fit in the eligibility criteria for our website.

  • You should be the original manufacturer or artisan of the products
  • Quality standards and licenses to sale the product should be available with the member
  • The production process should be substantially manual and benefit artisans in the form of employment generation or skill enhancement
  • The completed form along with the required documents should be submitted in hard copy to the Lyngum Innovations office in Mumbai within 15 days of registration.
  • Final discretion to select the products will lie with the Company.
  • Eligible items could include, but not limited to : Handicraft items, accessories made of fabric or natural materials, herbal products, herbal cosmetics, health and nutrition products, cosmetics, kids learning aids, etc. We may include or exclude eligible products at our discretion.

 

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For registration with us, we require you to submit valid bank account information for a bank account in your business 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 Lyngum.com, "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. At Lyngum'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 Lyngum 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.

We may choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. 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, 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 Lyngum 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 Lyngum.com, 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.

  1. Term and Termination

The term of this Agreement will start on the date of your completed registration for one or more of the Services (the "Effective Date") and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Lyngum therefor. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

  1. Licence

You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and licence during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Lyngum 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 Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable Lyngum.com 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).

  1. Representations

You represent and warrant to us that: (a) if you are a business, you are 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) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licences and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in your performance of your obligations and exercise of your rights under this Agreement; and (d) you and your financial institution(s) are 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, or any applicable government authority.

  1. Indemnification

You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any 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 obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment, refund, adjustment, 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 or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

 

  1. Disclaimer

a. Lyngum.com 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 Lyngum.com, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY Lyngum TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. 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 Lyngum.com 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. IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS on the site, EACH OF YOU RELEASE Lyngum (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.

  1. 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 Lyngum 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 Lyngum IN CONNECTION WITH THE PARTICULAR SERVICE AND Lyngum GIVING RISE TO THE CLAIM.

  1. Taxation Matters

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 GST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Lyngum is not responsible for collecting, remitting or reporting any GST, 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.

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, Lyngum 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 Lyngum.

  1. Confidentiality

During the course of your use of the Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Lyngum's exclusive property; (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 otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. 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.

  1. 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.

  1. 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. Lyngum 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.

  1. 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. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Mumbai regarding any dispute with Lyngum relating in any way to this Agreement or your use of the Services. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. 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.

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 we may communicate with you in English during the Term of this Agreement.

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.

We will send you all notices, updates and other communications (including transactional, promotional and/or commercial communication) at the e-mail addresses designated by you, You must send all notices and other communication relating to Lyngum to us by using the applicable Contact Us form.

This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Seller Policies, which Lyngum may modify from time to time, with or without notice. In the event of any conflicts between the Partner Policies and this Agreement, the Partner Policies will prevail. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

 

 

Service Terms

 

  • Registration Fees: NIL

 

When your product sells, Lyngum collects the amount paid by the buyer (including the price and any shipping, gift wrap, or other charges). Please refer the fees applicable to your items :

Category

Service fees

Handicrafts

4.99 %

Herbal products

4.99 %

Foods and Snack items

4.99 %

 

 

 

  • Shipping charges

 

We have a tie up with shippers who will collect the product from you and deliver it to the customer. You will need to pay us the shipping charges applicable on your product on actual basis. (calculated on the basis of the product weight, shipping location and volumetric weight of the shipment )

 

  • Payment gateway charges

 

Besides we will be charging a payment gateway fees of 1.5% on all the credit transactions and 2% on COD transactions made by customers

 

  • Process flow for crediting the amount in Vendors account

 

Amount to be credited in vendor account = Selling price on the website - Commission on sale - GST on commission - shipping charges for the product - payment gateway fees

 

  • Your responsibility

 

Vendor is responsible for invoicing, collecting and payment of GST wherever applicable on their own goods. The commission rates we charge are exclusive of GST applicable on commissions.

 

  • Payment processing

 

All payments and settlements will be credited to your account within a period of 15 days from the date of the transaction. In case there is a dispute, the transaction may be on hold till the investigation is complete.

  • Returns

Costs for returns will be evaluated on a case to case basis. In specific cases, liability of charges incurred on account of returns will be borne by seller if it is because of damaged goods, faulty packaging or quality difference from what is shown by the seller on lyngum.com

 

  • Refund administration fee

 

If you refund a customer for an order for which you have already received payment, Lyngum will refund you the amount of the commission you paid for the item(s), minus the applicable Refund Administration Fee, which will be evaluated on individual basis and will include, but not restricted to the payment gateway charges incurred by lyngum on the transactions.

 

  • Seller promotion activities

From time to time we may introduce seller promotion schemes and discounts to help you boost your sales, through free sales and referral policies. The schemes will be communicated on individual basis and may change from time to time. General policies will be available under the seller policies on the website.

 

 

 

 

Seller Policies and code of conduct

1. Your Product Listings and Orders

1.1 Products and Product Information. You will, in accordance with applicable Seller Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through Lyngum.com and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on Lyngum.com comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on Lyngum.com, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on Lyngum.com. For each item you list on Lyngum.com, you will provide to us the city, town, state and country from which the item ships.

1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on Lyngum.com in the applicable product categories which are supported for third party sellers generally on Lyngum.com on the applicable Selling on Lyngum Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the Lyngum Associated Properties or any other functions, features, advertising, or programs on or in connection with Lyngum.com). Lyngum reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on Lyngum.com. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on Lyngum.com and Lyngum may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section 6.

1.3 Shipping and Handling Charges. Packing, of the goods shall be your responsibility. You will also be responsible to handover the goods to our shipper at the designated time and upload product pictures before and after packing on our application. You will use the standard functionality and categorizations for Lyngum.com and further subject to any shipping and handling charge Policies for Lyngum.com.

1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section 2.2) that has been charged for an order that we stop or cancel.

 

2.1 Sale and Fulfilment.  Lyngum.com for which you register, you will: (a) source, sell, fulfil, ship and deliver your Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Business Agreement, and all terms provided by you and displayed on Lyngum.com at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on Lyngum.com at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Lyngum information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).  

 

2.2 Returns and Refunds. For all of Your Products, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Lyngum 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 Seller Policies and the terms of this Business Agreement. You will route all such payments through Lyngum. 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. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Lyngum 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 Nodal Account (as defined in Section 6). In the event your balance in the Nodal Account 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.

 

 

 

3. Problems with Your Products

3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under