Marketplace & Seller Service Level Agreement

This Marketplace & Seller Agreement is executed on the current date by and between :

The seller (Business that is registering on the CementNBricks marketplace for selling the Material/Products of it's own brands or some other brands) with legal name, registered address and all the legal information as provided by the seller in the seller registration form filled on the app/website of CementNBricks and/or provided to CementNBricks through email/physical post during the process of registration of the seller(The first part)

AND

 

CementNBricks, the online marketplace, having registered office at 1st Floor, City Mall Complex, Beside Indiana Bakery, Kishan Bagh X Road Hyderabad, Telangana - 500064 India(The second part)

 

RECITALS

  1. CementNBricks is an online technology platform (Marketplace) accessible through web (www.cementnbricks.com) / mobile applications owned and operated by MAG MOBILES AND ELECTRONICS. Subject to the presents here, CementNBricks may allow Sellers to use Marketplace, on “as-is basis” to list and display their Material/Products and other data on www.cementnbricks.com.

 

  1. The seller is an Authorised Reseller/Manufacturer of Material/Products sold “under the brand as captured in the online seller registration and is desirous of listing, displaying and selling their Material/Products facilitated through Marketplace to such Buyers who visit www.cementnbricks.com

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the Parties hereby agree as follows:

  • INTERPRETATION

Unless the context indicates otherwise, any reference to a clause or Annexure herein refers to that clause or Annexure of this Agreement. The headings are included for convenience only and have no bearing on how this Agreement is interpreted. Words importing the single include the plural and vice versa unless the context necessitates otherwise, and pronouns importing a gender include each of the masculine, feminine, and neutral genders. Any reference to a Person's knowledge, information, belief, or awareness shall be construed to include the knowledge, information, belief, or awareness that such Person would have if he or she had made reasonable, careful, and proper inquiries. The terms "hereof," "hereunder," "hereto," and other similar expressions pertain to this Agreement rather than any provision or Annexure hereof. The word "from" means "from and including" in the computation of periods of time from a specified date to a later specified date, and the words "to" and "till" each mean "to and including" in the computation of periods of time from a specified date to a later specified date. Unless otherwise specified, the words "including" and phrases of similar import in this Agreement imply "including, without limitation." If the Seller Return and Refund Policy and the CementNBricks Policies are in disagreement, the CementNBricks Policies will take precedence. Recitals are an important aspect of this contract.

  • SELLER Material/Products LISTINGS 
    • CementNBricks will allow Seller to list the Material/Products for sale on Marketplace at the Listing Price determined by Seller or the Person authorised by Seller during the term of this Agreement, based on Seller's representations and warranties and payment of the amount set forth in the Commercial Annexure.
    • CementNBricks may incorporate a mechanism for rating and providing comments on Sellers and Seller Material/Products on Marketplace, with such information made publicly available.
    • Seller is solely responsible for Material/Products Information, related Content, Seller Materials, Seller Material/Products, and Seller's offer and sale of Seller Material/Products on Marketplace, and will ensure that Seller complies with all Applicable Laws, including all requirements under the Indian Contract Act, 1872 and rules issued thereunder, throughout the term of this Agreement.
    • Seller warrants that the Seller Materials and Seller Material/Products (including their packaging) I do not contain any Objectionable Content or other Content not specifically approved by CementNBricks; and (ii) meet the agreed-upon catalogue and content standards. Seller accepts full responsibility for the contents of the packages it provides to Buyers or turns over to Logistics Service Providers (LSP) under this Agreement, and agrees that CementNBricks is not responsible or accountable in any way for such contents.
    • Seller will not: I supply any information or otherwise seek to list for sale on Marketplace any Excluded Material/Products; or (ii) provide any URL or links to its website or any other website or web page while listing Seller Material/Products, notwithstanding any provision of this Agreement (s).
  • ORDER, SALE AND FULFILLMENT
    • Sellers will be able to see each Seller Material/Products sold on Marketplace on the Seller Portal. If CementNBricks thinks, in its sole judgement, that a Seller Transaction is fraudulent or otherwise inappropriate, CementNBricks may (but is not bound to) prohibit the Seller Transaction without responsibility.
    • Seller agrees not to cancel any Seller Transaction except as permitted by CementNBricks or applicable Seller Terms. Seller shall retrieve Order Information using the functionality enabled for Seller login of Marketplace ("Seller Login") and agrees not to cancel any Seller Transaction except as permitted by CementNBricks or applicable Seller Terms.
    • Seller agrees and undertakes to comply with the following service levels for order fulfilment under this Agreement, and acknowledges that failure to perform or fulfil any of the service levels or other provisions of this Agreement will affect its ranking on Marketplace and entitle CementNBricks to any other consequences and rights available to CementNBricks under this Agreement or the Applicable Law.
    • Seller will deliver ordered Material/Products to buyer with thier own transport/vehicle, and Seller will update Seller Portal with necessary shipping information as soon as Seller Material/Products are shipped, and CementNBricks may make such information public on Marketplace.
    • The authenticity certificate/warranty card, user manual, and invoice will all may or may not be included in each Seller Material/Products distribution box (s). Without prior written approval from CementNBricks, Seller shall not include any of its marketing, promotional materials, or other solicitations, or any communications to Buyers, including emails confirming orders.
    • The seller will not replace another item or Material/Products for any item or Material/Products in an order. If the order is only partially delivered or there are missing accessories or freebies, Seller commits to send them to Buyer at no expense to Seller.
    • The title to the Seller Material/Products shall transfer from Seller to Buyer once CementNBricks has received the full amount due from Buyer, either online or via Cash on Delivery (COD).
    • Only the packaging material given by or suggested by CementNBricks shall be used by Seller for the packaging of shipments of Seller Material/Products in accordance with the Packaging Specifications. Seller shall maintain sufficient stocks of packaging materials to meet its obligations under this Agreement at all times, and shall ensure that the packaging material is not wasted, pilfered, or misused, and that no part of the printed matter on the packaging material is defaced, tampered with, modified, or obliterated. Seller will place orders for the packing material it requires with CementNBricks, and after those orders are accepted, CementNBricks will provide the packaging material according to its delivery terms. CementNBricks maintains the right to (a) charge Seller for packing material at any time throughout the Term of this Agreement on mutually agreed-upon terms, and (b) inspect Seller's packaging material usage.
    • Seller agrees not to conspire with a Buyer, other Sellers, or Marketplace users in order to obtain benefits from various promotional offers, including but not limited to discounts or cashback, through misleading or fraudulent transactions. If Seller is found to be engaging in such behaviour, Seller understands that CementNBricks reserves the right to levy a penalty and reclaim money equal to five times the benefits so drawn or the maximum retail price, whichever is greater.
    • Overdue Orders: CementNBricks reserves the right to cancel any order without incurring any liability to Seller if Seller fails to deliver the packed Seller Material/Products to LSP within agreed-upon timelines or CementNBricks discovers that Seller Material/Products is not shipped for any reason within the applicable shipping period indicated in the Order Information.
    • Seller undertakes not to sell a Seller Material/Products unless it is entirely fit for its intended use, manufactured and produced in accordance with Government Guidelines, and has a style, look, quality, and consistency that at least fulfils the standards listed on the Material/Products Information page. CementNBricks maintains the right (but not the obligation) to execute quality checks on the Seller Material/Products prior to shipment and to approve or disapprove the Seller Material/Products based on the results of those quality checks. CementNBricks will not be liable to pay Seller for any Seller Material/Products that CementNBricks disapproves after the aforementioned quality inspections. Seller Material/Products that are not in good condition, damaged, faulty, Excluded Material/Products, or of unapproved quality requirements will not be shipped.
    • For ordering, sale, delivery, and return of Seller Material/Products, Seller undertakes to interface its Designated Store(s) with the Marketplace.
    • Seller shall source, sell, pack, and deliver over Seller Material/Products to Buyers at Seller Stores(s) in accordance with the terms of the applicable Order Information, Seller Terms, CementNBricks Policies, and this Agreement for orders fulfilled through Seller store(s).
    • It is acknowledged that Seller retains title to and bears the risk of loss or damage to Seller Material/Products delivered to Buyers at Seller Stores (s). The Seller Store(s) will deliver the Seller Material/Products to the Buyer. When Buyer delivers Seller Material/Products to Seller at the Seller Stores(s) or other specified and agreed locations, title to the Seller Material/Products and the risk of loss or damage to the Seller Material/Products pass to Seller. Under the terms of this Agreement, CementNBricks does not have title to, and will not be assumed to be the owner of, any Seller Material/Products at any time.
  • EXCHANGES, RETURNS AND REFUNDS
    • The seller agrees to follow CementNBricks' Return and Refund Policy.
    • CementNBricks will make every effort to ensure that all Seller Material/Products that are returned by a Buyer are shipped to Seller within the agreed-upon time frame.
    • CementNBricks will identify and calculate the amount of all refunds (including any taxes to be repaid) for Seller Material/Products returned in line with this Agreement, and will route all such refunds on behalf of Seller to the Buyer, debiting the payment to Seller in the process.
    • Buyer Disputes: If Seller fails to resolve Buyer's complaints or disputes relating to Seller Material/Products within three days (including failure to perform quality checks of the returned Seller Material/Products), CementNBricks may, at its sole discretion, decide and remit the refund to Buyer upon receipt of a request from Buyer and recover the same from Seller after the three-day period has expired. Seller agrees to accept CementNBricks' decision to pay the refund to Buyer without argument or disagreement. While CementNBricks shall use reasonable efforts to reach a decision under this provision, and Seller and Buyer will be given the chance to be heard, CementNBricks does not accept any responsibility for ascertaining the veracity of such a claim by Seller or Buyer.
    • CementNBricks shall make a claim to LSP or the transit insurance service provider in the event that Seller Material/Products are lost in transit after delivery to LSP but before delivery to Buyer, and shall treat Seller as the beneficiary of any recoveries from LSP or the transit insurance service provider. Regardless of whether CementNBricks processes a claim with an LSP or an insurance service provider, the seller payment will be settled within a month.

 

  • INVOICING BY SELLER 
    • Seller shall use the feature enabled for Seller Account to create invoices and shipping labels for Seller Transactions using the Transaction Processing Service. The Listing Price of Seller Material/Products sold to Buyer shall be invoiced, adjusted for any discounts granted to Buyer. On the modified Listing Price, GST/SGST/CGST will be charged in accordance with applicable law. If CementNBricks, in its sole discretion, decides to charge the Buyer for Shipping and COD charges, Seller shall create an invoice in this regard and send it to the Buyer along with Seller Material/Products.
    • Seller will cover all discounts granted during the term of this agreement. CementNBricks must acquire prior clearance from Seller or the Person authorised by if it offers any extra discounts beyond the Listing Price. However, whether or whether CementNBricks offers extra discounts, CementNBricks will be entitled to the CementNBricks Fees as stated in the Commercial Annexure, as agreed.
    • Seller agrees to use the invoice and label formats made available to Seller through the Seller Account's functionality. Prior to giving over Seller Material/Products to the LSP or Buyer in connection with each Buyer order, the invoice will be placed and shipped with the Seller Material/Products shipment package.
  • PROBLEMS WITH SELLER Material/Products

Seller agrees and understands that it is fully responsible for any sale of Seller Material/Products to Buyer that does not comply with Buyer's request or CementNBricks Policies. In conjunction with the sale or delivery of Seller Material/Products, Seller additionally warrants to resolve all Buyer service difficulties.

  • EQUALITY WITH SELLER SALES CHANNELS

Seller will ensure that the offerings (e.g. listing price and other terms including, but not limited to, discounts, minimum price, warranties, return and refund policies, after sales service, and other terms related to the sale of the same Seller Material/Products) made by Seller on other ecommerce platforms are equal to the offerings made by Seller on Marketplace.

  • COLLECTION OF PAYMENT BY PAYMENT GATEWAY AND PAYMENT TO SELLER
    • CementNBricks shall receive payment for Seller Material/Products through aggregators of payment gateways ("Payment Gateway") or directly. Seller authorises the Payment Gateway to process payments, refunds, and adjustments for Seller Transactions, as well as receive and hold Sales Proceeds on Seller's behalf and remit all Sales Proceeds to CementNBricks (MOBILES AND ELECTRONICSbank )'s account (collectively, the "Transaction Processing Service").
    • CementNBricks or the Payment Gateway shall have the right (but not the duty) to impose limits or restrictions on transactions at Marketplace as a security precaution or in conformity with Applicable Law or for any other reason. Seller will not be held liable by CementNBricks or Payment Gateway if a transaction fails to meet regulatory standards or is delayed due to technology failure or constraints.
    • If CementNBricks or the Payment Gateway reasonably believes, based on the available information, that Seller's actions or performance may result in Buyer disputes, charge backs, or other claims, CementNBricks or the Payment Gateway may, in its sole discretion, delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due until the completion of any Seller actions or performance, without any further liability.
    • CementNBricks will remit to Seller the Sales Proceeds collected by CementNBricks in respect of Seller Material/Products delivered to Buyers, every 7 days (or the next Business Day if the scheduled payment date falls on a non-Business Day) for the successful Seller transactions held and payment accrued since the last payment to the seller, after deducting CementNBricks Fees, Charges for shipping services, and other amounts covered under clause 9.2, reversals due to re Under Applicable Law, all payments to the seller will be subject to a tax deduction at source. For the avoidance of dispute, CementNBricks will not be compelled to pay any payment to Seller in relation to Seller Material/Products that have been returned by Buyer.
    • CementNBricks retains the right to place all or part of the Sales Proceeds in a reserve account for any disputes with Buyers or other parties arising out of any default or defect in Seller's services or Seller Material/Products.
    • In the event of a return/refund due to Seller's fault as described in clause 9.2, CementNBricks will be entitled to the sum specified in section 9.2.
    • Seller acknowledges and warrants that he or she will deposit the correct amount of TDS with the appropriate government authorities within the timeframe set forth by law. CementNBricks shall pay the relevant sum to Seller after fifteen days of receiving verification of TDS deposit from Seller.
  • CHARGES AND COSTS 
    • CementNBricks Fees: Fees charged by CementNBricks: For each Seller Transaction, the Seller will pay CementNBricks the corresponding percentage of fees, as detailed in the Commercial Annexure, plus GST. CementNBricks will issue an invoice for the CementNBricks Fees (including GST at the current rate) owing to CementNBricks for the applicable Settlement Period prior to each Payment Date.
    • Return/ Refund due to Seller's Fault: In the event of returns/ refunds caused by the Seller's fault, CementNBricks shall be right to deduct from the payment to the seller the logistical costs and payment gateway charges incurred by CementNBricks on such returns/ refunds, based on actuals.
  • PROPRIETARY RIGHTS AND LICENSES
    • Reservation of Rights
        Both Parties agree that each Party's brands/logos, trademarks, and other intellectual property are the exclusive property of that Party and cannot be used, copied, or altered in any way that is identical or similar to the other Party's brands/logos/trademarks without the other Party's express written permission. Seller acknowledges that CementNBricks owns and retains all right, title, and interest in and to the Intellectual Property Rights in the trademarks, as well as any other intellectual property, know-how developed or provided by CementNBricks or its Service Providers during performance of the services under this Agreement (collectively, "CementNBricks IPR"), and that no title to or ownership of any of CementNBricks IPR is transferred unless expressly stated in this Agreement. CementNBricks IPR will hold the seller's internet presence, including the seller's domain, that has grown over time as a result of the seller's online services.
    • Content and Trademark License

 

      1. Seller will ensure that CementNBricks and CementNBricks' Affiliates have a royalty-free, non-exclusive right and licence to use, reproduce, perform, and display on Marketplace and CementNBricks Connected Properties (e.g., CementNBricks' Facebook page or Twitter handle, etc.) and in advertising and other marketing communications promoting Marketplace that contain text/logo/other derivative work during the term of this Agreement.
      2. Despite the foregoing, nothing in this Agreement will prevent CementNBricks from using any Seller trademarks in a way permitted by Applicable Law without obtaining a licence from Seller, such as fair use or referential use, or obtaining a valid licence from a third party. All goodwill generated by CementNBricks' use of Seller trademarks will be entirely for Seller's benefit.
  • Usage of CementNBricks Intellectual Property
  • During the Term of this Agreement, any CementNBricks IPR expressly granted or made available to Seller or its Affiliates may be used by Seller solely for the express purposes indicated in this Agreement. To avoid any misunderstanding, Seller will not:
  • Copy, modify, adapt, reverse engineer, make alterations, decompile, disassemble, or create derivative works or enhancements based on any CementNBricks IPR, or use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to CementNBricks IPR; or
  • using any CementNBricks IPR as a consultant, service bureau, or application service provider, or allowing remote access to any CementNBricks IPR; or
  • Seller will not, and will cause its Affiliates not to, engage in, conduct, authorise, assist, or encourage any marketing or promotional activities (whether by Seller, its Affiliates, or any Third Party, and whether online (including through links, private or public forums, or URL redirection) or offline related to or referencing Marketplace or any CementNBricks IPR) without the prior written approval of CementNBricks

 

 

  • PROMOTION AND MARKETING 

CementNBricks reserves the right to engage in merchandising, promotion, and digital marketing of CementNBricks Marketplace and Seller's Online Store, including Seller Material/Products, as determined solely by CementNBricks, including through the CementNBricks Connected Properties or any other functions, features, advertising, or programmes on or in connection with Marketplace. Seller acknowledges that CementNBricks will have complete creative control and ownership of all advertising and promotional materials and programmes, trade materials, business cards, invoices, stationery, and other printed matter relating to such merchandising, promotion, and marketing activities, including all creative content, themes, sales literature, copy, and layout. CementNBricks retains the right to charge Seller a fee for its advertising and marketing of the Storefront and Seller Material/Products, based on mutual agreement between the Parties.

  • TAXES
    • Seller will obtain all permits and licences required to operate its business in accordance with Applicable Law at its own expense, and will pay and discharge all applicable taxes, levies, and assessments that may be due in connection with the sale or offering for sale on Marketplace of Seller Material/Products. It is the responsibility of the Seller to decide the states in which it is required to collect and submit any type of tax, including GST/CGST/SGST and other government levies ("Taxes"). CementNBricks shall remit the taxes collected from the Buyer to the Seller directly, and the Seller will be exclusively responsible for remitting the tax to the appropriate government authority. Seller agrees to defend, indemnify, and hold CementNBricks harmless from and against all liabilities incurred or suffered by or assessed against CementNBricks as a result of Seller's failure to remit or pay timely such Taxes to the appropriate Governmental Authority. The provisions of Tax Deduction at Source (Section 51 of the CGST/SGST Act 2017) and Tax Collection at Source (Section 52 of the CGST/SGST Act 2017) will take effect on a date promulgated by the Government Authority, and CementNBricks will be entitled to Tax Deduction at Source or Tax Collection at Source from the payment to Seller.
  • REPRESENTATIONS, WARRANTIES AND COVENANTS

Seller represents and warrants to CementNBricks that:

  • It is duly organised and validly existing under the Applicable Laws, is duly registered and authorised to do business, and has all necessary government and regulatory approvals, corporate powers, and authority to own and operate its business and to enter into this Agreement, and it will not violate or conflict with any agreement, contract, arrangement, or understanding to which it is a party or by which it is bound while entering into this Agreement.
  • There are no outstanding actions, suits, proceedings, claims, arbitration, inquiries, or investigations against Seller, its activities, properties, or assets, or for its winding up, that could have a major impact on its financial condition. It is not a party to or subject to any order, writ, injunction, judgement, or decree of any court, government authority, or instrumentality that affects Seller's business or interests.
  • Seller Material/Products utilised in, presented, and sold on Marketplace are lawfully procured or made, and are not disabled in any way. Seller Material/Products are allowed to be sold on Marketplace.
  • Seller Material/Products listings, Seller Material, and all other information submitted to CementNBricks is and will be accurate, comprehensive, and up to date, and will not be misleading or deceptive in any way.
  • The publication, reproduction, display, modification, distribution, or transmission of Seller Material or Seller Material/Products listings does not and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any Third Party Intellectual Property Rights, (b) constitute an invasion of a party's privacy or publicity rights, or (c) reflect unfavourably on CementNBricks, Marketplace, CementNBricks Affiliates, or other Marketplace sellers.
  • All Seller Material/Products sold under this Agreement are not and will not be subject to any health, safety, defect, or Material/Products quality recall or prohibitive order of any Governmental Authority, or otherwise prohibited from being sold through online sales.
  • All information or data uploaded or transmitted by Seller on Marketplace, or any CementNBricks Connected Properties, application, or system, or to a Buyer or user, must be free of any virus, worm, defect, Trojan horse, software bomb, or other feature designed to harm or degrade Marketplace or any CementNBricks Connected Properties, application, or system in any way.
  • Seller will not use Marketplace, Seller Account, or Storefront to violate the security of, or gain unauthorised access to, any computer, computer network, or other device or system (including unauthorised attempts to discover passwords or security encryption codes), use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of Marketplace, collect any information about other users (including usernames or email addresses), or use any robot, spider, site search or retrieval application, or other device to collect any information about other users
  • The terms and conditions of CementNBricks Policies must be followed by the seller.
  • Material/Products sold by the seller must be sold in their original packaging. Except as specifically approved by CementNBricks or provided in this Agreement, Seller shall not, directly or indirectly, relabel, repackage, mark, or assist any other entity to relabel, repackage, mark, or assist any other entity to relabel, repackage, mark, or assist any other entity to relabel, repackage, mark, or assist any other entity to relabel, repackage, or mark the Seller Material/Products.
  • Seller acknowledges and agrees that it is solely responsible for providing complete paperwork for the LSP's clearance of Seller Material/Products at any checkpoints.
  • Marketplace, CementNBricks, its Affiliates, their respective shareholders, officers, employees, and representatives, as well as any of their respective Material/Products or services, are prohibited from disparaging Marketplace, CementNBricks, its Affiliates, their respective shareholders, officers, employees, and representatives.
  • Objectionable Content will not be hosted, displayed, uploaded, modified, published, transmitted, updated, or shared by Seller.

 

 

  • MARKETPLACE PLATFORM 
    • CementNBricks' role under this Agreement is limited to managing the Marketplace for the display of Seller Material/Products and other incidental services to facilitate online transactions between Seller and Buyers, and CementNBricks is thus merely an intermediary under the terms of the Information and Technology Act, 2000 and rules thereunder. The sale of any of the Material/Products is a bipartite contract between the Seller and the Buyer, and CementNBricks has no responsibilities or liabilities under such contract, nor does CementNBricks have any rights, title, or interest in the Seller Material/Products. CementNBricks will not be held liable for the Seller's poor performance, actions, inactions, or omissions, including delays, faults, or incorrect information.
    • CementNBricks and Marketplace do not own, stock, sell, distribute, or in any way come into possession of or verify any items or Material/Products listed or put up for sale on Marketplace, and CementNBricks and Marketplace do not check or monitor the listings, data, and Contents displayed appearing, published, and transmitted on Marketplace. Marketplace is a technology platform that allows users in the Territory to transact with one another. CementNBricks is not the creator of or responsible for any Third Party or user Content on Marketplace.
  • INDEMNIFICATION 

CementNBricks, CementNBricks Connected Properties, and their Affiliates, as well as their respective employees, directors, and representatives ("Indemnified Party"), will defend, indemnify, and hold harmless Seller ("Indemnifying Party") from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorney's fees) arising out of or in connection with the transaction. I any claims relating to or based on: (a) any actual or alleged breach of any term of this Agreement or CementNBricks Policies by the Indemnifying Party; (b) the Seller Sales Channels, Seller Material/Products (including the offer, sale, fulfilment, refund, or return thereof), Seller Materials, any actual or alleged infringement of any Intellectual Property by the Indemnifying Party; (c) any actual or alleged infringement of any Intellectual Property by the Indem

  • DISCLAIMERS 
    • Except as expressly provided in this Agreement, CementNBricks makes no representations or warranties about this Agreement or the transactions contemplated hereby, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, or implied warranties arising out of course of dealing, course of performance, or usage or trade, and without limiting the generality of the foregoing with respect to the foregoing with respect to the foregoing with respect to the foregoing with respect to the foregoing with
    • CementNBricks retains the right to change, upgrade, modify, limit, or discontinue Marketplace services or any of their connected capabilities or apps at any time, for any reason, temporarily or permanently. CementNBricks also has the right to add new features, functionalities, or apps to the Marketplace services in future releases. Unless CementNBricks clearly states otherwise, this Agreement governs all new features, functionality, applications, updates, upgrades, and adjustments. CementNBricks reserves the right to amend or augment the CementNBricks Policies at any time and without notification to the Seller.
    • Seller expressly acknowledges and agrees that if Seller fails to resolve any dispute between Buyer and Seller within the time period specified in clause 4.5, including the remittance of funds held by Payment Gateway under a Seller Transaction in accordance with this Agreement, CementNBricks, its Affiliates, and Payment Gateway shall have full power, authority, and discretion (but not the obligation) to make a determination on any dispute between Buyer and Seller. Seller recognises that this Agreement and the relevant CementNBricks Policies may not cover all issues that may arise in connection with a Seller Transaction; as a result, Seller agrees and accepts that CementNBricks shall have the right to make determinations wherever CementNBricks deems appropriate, taking into account the evidence received by CementNBricks and the interests of both Buyer and Seller, regardless of whether the issue in question has been expressly addressed in a Seller Transaction.
    • CementNBricks shall not be liable in any way for the prices, payment information, date, period, mode of delivery, warranties linked to Seller Material/Products, and after-sales services, if applicable, which are solely the responsibility of the Seller. CementNBricks does not ensure, guarantee, support, or verify the authenticity or accuracy of any information Seller posts on Marketplace, and Seller acknowledges and undertakes to honestly and fairly represent its offers.
    • CementNBricks may assist Buyers with purchases, payment-related questions, or any other inquiries that Buyers may seek through customer care. CementNBricks or its customer care centre may request all information and assistance from Seller in order to assist Seller in resolving any Buyer issues, inquiries, or grievances. The customer service center's responsibility is limited to providing contact information for the seller or any queries, inquiries, or grievances connected to the Seller Material/Products and after-sale services, and the Seller is entirely responsible for resolving any queries, inquiries, or grievances. CementNBricks denies all obligation stemming from a delay in providing information to Buyers, or a failure to satisfactorily resolve Buyers' concerns, grievances, and disputes.
    • Seller acknowledges and accepts that, because CementNBricks is not a party to any Seller Transactions between Seller and Buyer or other participants, Seller releases and discharges CementNBricks from any and all claims, disputes, demands, liabilities, and damages of any kind (whether direct, indirect, actual, or consequential) arising out of or in relation to the Seller Transactions.
    • Seller, on behalf of itself, its successors, Affiliates, subsidiaries, officers, employees, shareholders, assignees, and any other person or entity claiming through, by, or for Seller, forever releases and discharges CementNBricks and all of its predecessors, successors, Affiliates, partners, subsidiaries, directors, officers, employees, shareholders, agents, representatives, attorneys, and assignees, whether past or present, acting or claiming through, by, or for CemNBricks. from any and all claims, disputes, demands, liabilities, damages, losses, debts, obligations, legal or judicial proceedings (including suits), causes of action, or any rights of any kind or nature arising or resulting from or related to the shipment or delivery of Seller Material/Products to Buyers, including tax registration or collection obligations, whether accrued or unaccrued.

 

  • LIMITATIONS 

Except to the extent arising from a breach of clause 11, neither Party will be liable to the other Party or any other person for the cost of cover, recovery or recoupment of any investment made by either Party or its Affiliates in connection with this Agreement, or for any loss of profit, revenue, business, or data, or punitive, indirect, or consequential damages arising from this Agreement (whether in contract, warranty, tort, including negligence or Material/Products liability or otherwise). As an intermediary under the Information Technology Act of 2000, CementNBricks CementNBricks' total liability, whether arising under this Agreement or otherwise or in connection with the transactions contemplated hereby, shall not exceed the entire amount of CementNBricks Fee received by CementNBricks from the relevant sale transaction that is the subject of the claim.

  • ASSIGNMENT 

CementNBricks shall have the right to assign or transfer any of its rights or delegate any of its obligations under this Agreement in whole or in part to any Person without Seller's consent; provided, however, that with respect to any assignment resulting in the assignee's subsequent performance of CementNBricks' obligations, the assignee shall expressly assume and agree to perform such obligations in writing; and from and after the date of any such assignment, the assignee shall expressly assume and agree to perform such obligations Without CementNBricks' prior written consent, Seller may not freely, involuntarily, directly or indirectly subcontract or otherwise assign this Agreement to a third party. Any rights that have previously accrued to CementNBricks prior to the assignment are unaffected by the assignment.

  • CONFIDENTIALITY
  • The Parties agree and undertake to keep this Agreement and all data confidential, as well as information disclosed and divulged by one Party to another Party or which comes to its knowledge, whether in print, digitalized, any other electronic form, oral or software format, whether or not marked "Confidential" ("Confidential Information"), during the Term of this Agreement and thereafter. Buyer lists, new Material/Products information, price information, launch date, projections, plans, forecasts, financial, business, and sourcing information, analytics, designs, specifications, software, techniques, technology, passwords, and other non-public information obtained during the course of this Agreement will all be considered Confidential Information.
  • All Confidential Information relating to Marketplace and services, including but not limited to the password to access the Marketplace, Seller Portal, or Seller Account, and information derived therefrom, shall be obtained and retained by Seller in confidence and trust, and shall not be used, duplicated, copied, or disclosed by Seller in any form for the use or benefit of any Person, nor reproduced, transcribed, imitated, or simulacra by Seller, except as expressly provided by this Agreement. On a need-to-know basis, Seller may reveal relevant portions of the Confidential Information to its employees, representatives, or agents who have been aware of and are bound by this Agreement's confidentiality restrictions. If Seller learns of any misappropriation or misuse of Confidential Information by anyone in any manner not expressly authorised under this Agreement, Seller shall notify CementNBricks immediately, and Seller shall cooperate with any efforts by CementNBricks to prevent any misappropriation or misuse of Confidential Information.

 

  • TERM AND TERMINATION
  • Term: This Agreement shall begin on the date of registration on CementNBricks.com and shall continue for a period of one (1) year (Initial Term). Unless the Parties agree otherwise and upon payment of the Annual Development Fee by the seller to CementNBricks for Online Store and domain renewal, the Initial Term will be automatically renewed for subsequent one-year periods (Renewal Term) following the Initial Term.
  • This Agreement may be terminated by CementNBricks, with immediate effect, if:
      • Seller has breached any of its responsibilities, representations, warranties, or other material terms in this Agreement and/or the CementNBricks Policies; and
      • Seller files or is served with a petition for bankruptcy or insolvency relief, or Seller makes an assignment for the benefit of creditors, or a receiver, administrative receiver, or administrator is appointed.
      • Any Party may terminate this Agreement for convenience, notwithstanding everything otherwise in this Agreement, by giving the other Party 60 (sixty) days written notice. It is agreed that any provisions or obligations that are intended to survive the termination of this Agreement will continue to bind the Parties.
  • On termination of this Agreement:
    • Seller will have instant access to the Marketplace and Seller Portal blocked by CementNBricks, and Seller will not be able to re-register as a Seller on the Marketplace at any time following such termination unless CementNBricks, in its sole discretion, authorises such re-registration.
    • All Confidential Information of CementNBricks, as well as all other properties and materials belonging to CementNBricks, should be returned to CementNBricks by the Seller. Seller shall destroy all of CementNBricks' sensitive information and provide CementNBricks with a certificate of destruction in the event the confidential information cannot be returned in material form;
    • Only the undisputed Seller Proceeds owed to Seller on account of any purchase of the Material/Products made through the Marketplace prior to the date of termination of this Agreement will be paid to Seller. CementNBricks shall be entitled to deduct from the amount payable to Seller on termination any sum due from Seller to CementNBricks up to the date of termination.
    • Without limiting the foregoing, any other remedy (including a claim for damages) that either Party may have arising out of the event that gave rise to the right of termination shall not be limited or otherwise affected by the termination of this Agreement pursuant to any of the provisions contained herein.
  • GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and construed in conformity with the laws of India. In all subjects or disputes arising out of this Agreement, the relevant courts in Hyderabad shall have exclusive jurisdiction.

  • MISCELLANEOUS
    • (i) Entire Agreement: With respect to the subject matter hereof, this Agreement contains the Parties' entire understanding and supersedes any earlier or contemporaneous representations, letters, proposals, MoU, LoI, and understandings. Each Party acknowledges that it was not induced to enter into this Agreement by, and a Party is not liable to another Party in contract, tort, or in any other way for, a representation or warranty that is not set out in this Agreement, to the extent permissible by applicable law.
    • (ii) Amendment: Only a written instrument signed by a fully authorised representative of each of the Parties may alter this Agreement.
    • (iii) Severability: If any provision of this Agreement is found to be invalid or unenforceable by a competent court, that provision will be modified to the extent necessary to make it valid and enforceable while preserving the Parties' intent, and the remaining provisions of this Agreement will remain fully valid and enforceable unless the Parties agree otherwise.
    • (iv) Waiver: Neither Party will be considered to have waived any provision of this Agreement, nor any breach thereof, unless such waiver is in writing and signed on behalf of that Party, and no such waiver will be construed as a waiver of, or an excuse for, any other or subsequent breach of this Agreement. Either agreement by any Party to such a waiver is only valid if it is set down in a fully executed written instrument.
    • (v) Survival: Certain sections of this Agreement that should by their nature survive the termination of this Agreement will do so.
    • (vi) Non-Exclusivity: Except as otherwise expressly stated in this Agreement, each Party understands that the Parties' rights and responsibilities hereunder are non-exclusive, and that each Party may participate in transactions with Third Parties.
    • (vii) Principal-to-Principal Basis: It is agreed that this Agreement will be conducted on a principal-to-principal basis and that neither Party will be liable to the other. This Agreement will be performed in two (two) counterparts, each of which will be treated as an original, and all of the counterparts will be treated as one and the same agreement.
    • (viii) Notices: Any notice or other communication delivered by either Party to the other under this Agreement shall be served by email or post to the above-mentioned addresses.
    • (ix) Right of Set-Off: CementNBricks and Seller acknowledge and agree that CementNBricks has the right to deduct any payments payable to Seller from any sum due CementNBricks. CementNBricks may seek reimbursement from Seller for any monies owed to CementNBricks by deducting such amounts from future payments owed to Seller or by any other authorised means. Seller authorises CementNBricks to seek compensation using any or all of the methods listed above.
    • (x) No Presumption Against Drafting Party: Each Party agrees that any rule of law or legal decision requiring interpretation of any alleged ambiguity in this Agreement against the drafting Party has no application and is expressly waived.
    • (xi) Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by any cause beyond its reasonable control, such as fire, flood, earthquake, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental actions, computer hacking, unauthorised access, or other (a "Force Majeure Event"). The affected Party will immediately notify the other of the Force Majeure Event in reasonable detail. If a Force Majeure Event lasts more than 30 days, either Party may terminate this Agreement without responsibility by giving the other Party written notice.
    • (xiii) Press Releases and Other Communications: Seller will not issue any press releases (including electronic or print media) or make any other public statements or communications regarding this Agreement and its contents without CementNBricks' prior written authorization.
  • DEFINITIONS

The following terms will have the following defined meaning whenever they are used in this Agreement with initial letters capitalised:

  1. Affiliate” shall mean any Person or entity that, directly or indirectly Controls, is Controlled by, or is under common Control with, a Party whereas “Controlled by” or “Controls” has the meaning as defined under section 2(27) of the Companies Act, 2013.
  2. Agreement” shall mean this Agreement and any modifications or variations thereto in accordance with the terms hereof.
  3. Applicable Law” shall mean all applicable laws, statutes, ordinances, rules, regulations, guidelines, policies and other pronouncements including amendments thereof having the force of law by Central, State, municipality, court, tribunal, Governmental Authority, ministry, department, commission or any judicial forum.
  4. Authorised Seller” means a Person designated by a manufacturer/ authorised distributor/ brand and authorised to sell or distribute the Seller Material/Products in the Territory (including through online sales) to consumers under a valid written contract with the manufacturer.
  5. Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorised by Applicable Law of India to be closed in Aligarh, India.
  6. Buyer” shall mean any individual, group of individuals, firm, company or any other entity placing an order to purchase the Seller Material/Products on Marketplace for their own use.
  7. Content” means images, videos, text, designs, themes, styles, fonts, colours, concepts, drawings, sketches, illustrations, charts, plans, tables, layouts, diagrams, specifications, images, photographs, audios, artwork and other works in physical, electronic or other form.
  8. Excluded Material/Products” means: (i) alcoholic beverages; (ii) cigars, cigarettes, or other tobacco Material/Products; (iii) guns intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives; (iv) any drug, vitamin, herbal Material/Products or similar substance which requires a doctor's or other health care provider's prescription as a prerequisite for purchase; (v) any Material/Products that contains ingredients regulated under Applicable Law; (vi) ‘sex and sensuality' Material/Products; adult goods and services pornography and other sexually suggestive materials (including literature, imagery and other media) (vii) loose gemstone Material/Products; (viii) any jewellery (including watch) Material/Products for which Seller either is not an “authorised reseller” (as designated by the product's manufacturer or distributor), or does not provide to customers the manufacturer's standard warranty therefore; (ix) any electronic Material/Products for which Seller either is not an “authorised reseller” (as designated by the product's manufacturer or Authorised Seller), or does not provide to customers the manufacturer's standard warranty for the Material/Products (x) Copyright unlocking devices mod chips or other devices designed to circumvent copyright protection, copyrighted media unauthorised copies of books, music, movies, and other licensed or protected materials, copyrighted software unauthorised copies of software, video games and other licensed or protected materials, including original equipment manufacturer or bundled software (xi) counterfeit, fake, refurbished, grey market and unauthorised goods (xii) cable descramblers and black boxes devices intended to obtain cable and satellite signals for free (xiii) replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorised goods (xiv) hacking and cracking materials manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property illegal goods materials, Material/Products, or information promoting illegal goods or enabling illegal acts (xv) weapons firearms, ammunition, knives, brass knuckles, gun parts, and other armaments (xvi) any Material/Products or service, which is prohibited by Applicable Law or not in compliance with Applicable Laws (xvii) any other types of Material/Products as per the sole discretion of CementNBricks. 
  9. "Governmental Authority" means any government, regulatory authority, governmental department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or any municipality, district or other subdivision thereof and etc., including any office or body exercising any powers of discharging any functions under constitution, statutory or delegated legislation or under delegated executive powers in any relevant jurisdiction.
  10. Intellectual Property Right” means any patent, copyright, moral right, trademark, service marks, logos, commercial names, logo identity, logo guidelines, domain names, patents, designs, business processes, semiconductor topography rights or industrial property, know how, software, programs, process, source code, concept, idea, systems, process flow, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any other intellectual property right arising under any Applicable Laws and all ancillary and related right, including all rights of registration and renewal and causes for action for violation, misappropriation or infringement of any of the foregoing.
  11. Listing Price” means the total amount payable or paid for a Seller Material/Products after the Seller discounts but excluding any amount charged by Marketplace.
  12. LSP” means logistics service providers or Indian postal department or representatives assigned by CementNBricks.
  13. Marketplace” means that website or mobile site or a mobile application, the home page of which is identified by the URL www.cementnbricks.com, and any successor or replacement website. For the avoidance of doubt, “Marketplace” does not include any other websites or mobile sites maintained by or for CementNBricks or its Affiliates, or any websites or mobile sites that may be linked to or from Marketplace.
  14. Objectionable Content” means information or content that (a) belongs to another person and to which the user does not have any right to; (b) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; (c) harm minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonate another person; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
  15. Order Information” means, with respect to any Seller Material/Products sold on Marketplace, the following information: the name of the customer, customer email addresses, the name of the recipient, the shipping address, the quantity to be shipped, and any special comments included by CementNBricks in its discretion.
  16. Packing Specifications” means the CementNBricks guidelines, specifications including modifications thereof for using CementNBricks provided packaging material used as outer sleeve for packing of Seller Material/Products.
  17. “Party” means each contracting party is referred as Party and collectively as Parties and includes their respective successors and permitted assigns.
  18. Payment Date” means the due date for making payment to Seller as per clause 8.
  19. “Payment Gateway” has the meaning set forth in clause 8 of this Agreement.
  20. Person” shall mean any individual, partnership, corporation, Governmental Authority, trust, trustee, unincorporated organisation and the heirs, executors, administrators or other legal representatives of any individual.
  21. Material/Products Information” means, with respect to each Seller Material/Products, the following (including to the extent expressly required under CementNBricks Policies): (i) description; (ii) Stock Keeping Unit (SKU) and other identifying information as CementNBricks may reasonably request; (iii) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by CementNBricks from time to time); (iv) categorisation within each CementNBricks Material/Products category and browse structure are prescribed by CementNBricks from time to time; (v) digitised image that accurately depicts only the Seller Material/Products and does not include any additional logos, text or other markings; (vi) Listing Price; (viii) any text, disclaimers, warning, notices, labels, or other Content required by Applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Seller Material/Products; (ix) brand; (x) model; (xi) Material/Products dimension; (xii) weight; (xiii) a delimited list of technical specifications; (xiv) SKU and UPC numbers (and other identifying information as CementNBricks may reasonably request) for accessories related to the Seller Material/Products that are available with the Seller Material/Products; and (xv) any other information requested by CementNBricks or required by Applicable Law. 
  22. "Sales Proceeds" means amount collected by CementNBricks or its LSPs against Seller Transaction (excluding all Shipping Charges), including any Taxes separately stated and charged.
  23. "Seller Portal" means the interface for the Seller on Marketplace and Seller Account" has the meaning set forth in clause 3 of this Agreement.
  24. "Seller Materials" means all Seller trademarks, tag lines, punch line, Seller Content, Material/Products Information, information, data, materials, and other items provided or made available by Seller to CementNBricks or its Affiliates or Service Providers.
  25. "Seller Material/Products" means Material/Products listed by the Seller; whereas Seller is the Authorised Seller of such Material/Products under the brand name owned by the Seller or the Seller has the right to use such trademarks belonging to any third party or Seller has the right to sell such Material/Products. 
  26. "Seller Return and Refund Policy" means the policies of Seller for return of the Seller Material/Products to Seller and refunds of payment for the returned Seller Material/Products provided by Seller to CementNBricks and displayed on Marketplace.
  27. "Seller Sales Channels" means the Seller stores, websites or any other mode through which Seller is or will be selling its Seller Material/Products either directly by the Seller or any by a person authorized by the Seller or by a person executing sale on behalf of Seller.
  28. "Seller Terms" means all applicable Seller terms to source, sell, fulfil ship and deliver Seller Material/Products provided by Seller and displayed on Marketplace including Seller Return and Refund Policy provided to CementNBricks and commensurate to the terms and conditions of this Agreement.
  29. "Seller Transaction" means any sale of a Seller Material/Products on Marketplace.
  30. "Service Providers" means any Third Party who is responsible for providing Material/Products or services to CementNBricks.
  31. "Settlement Period" means each of the periods described in clause 8.
  32. "Shipment Information" means, with respect to any Seller Material/Products, the estimated or promised shipment and delivery date, shipment and order status and tracking of Seller Material/Products. 
  33. "Shipping Charges" shall mean the logistics, courier, postal charges to be charged from the Buyer for shipping and delivering the Seller Material/Products to Buyer.
  34. "Storefront or Online Store" means a virtual electronic store created on Marketplace or its microsite for the sale of Seller Material/Products through the Marketplace.
  35. "CementNBricks Branding Guidelines" means the CementNBricks branding guidelines a copy of which already provide to the Seller and includes any modification or substitution of the branding guidelines. 
  36. "Code of Conduct" means the Code of Conduct a copy of which already provide to the Seller and includes any modification or substitution of the code of conduct. 
  37. "CementNBricks Connected Property" means any website or other service, feature or online presence through which Marketplace and Material/Products or services available on Marketplace are offered, merchandised, advertised, syndicated or described.
  38. "CementNBricks Fee" means the amounts payable by Seller to CementNBricks as set forth in the Commercial Annexure for using Marketplace or any other services. 

"CementNBricks Policies" means policies issued by CementNBricks, terms or conditions published on Marketplace or shared with Seller and modifications thereof.

  • Commercial Annexure
    • No on-boarding charges, No registration fees.
    • CementNBricks fee/commission/convenience fee will be charged as agreed mutually between the seller and CementNBricks, payable by seller to CementNBricks on fulfilment of each order generated on the marketplace
    • NO RETURNS are accepted from the customer. Returns and replacements are provided in case of expired or wrong Material/Products delivered (Seller needs to pay shipping charges).
    • Cancellation term: 10% of order value in case of late dispatch or not dispatch due to out of stock/discontinue of Material/Products without any written communication via registered email (Dispatch time - 2 working days).
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