TERMS AND CONDITIONS
BEFORE YOU USE OR ACCESS OUR WEB SITE, PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF USE, PLEASE DO NOT USE OR ACCESS OUR WEB SITE.
INTRODUCTION
Zilliors is an online platform that connects Buyers with the Seller. It provides Sellers to list their Products on the platform in accordance with the terms and conditions of this Agreement.
This Marketplace Seller Agreement (“Agreement”) is entered into between Zilliors Technology India Pvt. Ltd. (“Zilliors/We/Us/Our”), a company incorporated under the provisions of the Companies Act, 2013 having its registered place of business at 902, North Plaza, next to 4D square mall, Motera, Ahmedabad, 380005 and Sellers (“Seller/he/she”) who are willing to avail Services offered through our online platform and sell their Products at www.zilliors.com (“Platform”). The Platform includes related mobile site and mobile application.
When Seller clicks on “Register as a Seller”, he/she will be directed to a registration page and will be required to click on the I AGREE button to tick on the registration page.
This Agreement is an electronic record that forms an electronic contract under the Information Technology Act, 2000 and the rules made thereunder and as amended from time to time. This Agreement does not require any physical, electronic or digital signature. By clicking on the I AGREE button, Seller agrees to the terms and conditions of this Agreement and all the applicable policies available on the Platform, including and notifications and communications sent to the Seller by Zilliors are incorporated here by way of reference.
1. APPLICABILITY OF THIS AGREEMENT
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN THE SELLER AND ZILLIORS. BY USING THE WEBSITE AND ITS SERVICES, SELLER ACKNOWLEDGES, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT, WHETHER SELLER HAS READ THE SAME OR NOT. If you do not accept all of the terms of this Agreement, please do not use or access the Site.
1.1 Terms and Condition and the Privacy Policy are incorporate here by way of reference. Seller is requested to carefully read both these documents.
1.2 This Agreement is subject to revision by Zilliors at any time. The revised Agreement shall be made available on the Platform, and Seller shall be notified about the same via registered e-mail. Seller’s continued use of the Website, following such changes, will constitute his/her acceptance of those changes.
1.3 Member Services means a certain feature or function that Zilliors reserves for only certain paying Users who undergo a specific registration or verification process. The contents and fee structure of such Member Services shall be determined by Zilliors independently and reported to the applicable Users from time to time and at any time through a notice posted on the Site, email, or other means.
1.4 You acknowledge and agree that Zilliors may amend any Terms at any time by posting the relevant amended and restated Terms on the Site. By continuing to use the Services or the Site, you agree that the amended Terms apply to you.
2. DEFINITIONS
“Agreement” shall mean this Marketplace Seller Agreement as amended from time to time;
“Applicable Law” means all laws, ordinances, statutes, rules, orders, decrees, injunctions, licenses, permits, approvals, authorizations, consents, waivers, privileges, by-laws, notifications, guidelines, policies, directions, directives, circulars and regulations of any governmental authority having jurisdiction over the Parties as such are in effect as of the date hereof or as may be amended, modified, re-enacted or revoked from time to time hereinafter;
“B2B” shall mean business to business where the Products on the Platform are listed and sold on a bulk/single quantity basis and/or are sold to intermediaries.
“B2C” shall mean Business to Consumer where Products on the Platform are listed and sold on a retail basis to end customers. For easy reference, both intermediaries and end customers are collectively referred to as Customers for the purpose of this Agreement;
“Content” shall include all the information provided on the Platform including without limitation Product information provided by the Seller on the Platform, third party information, blogs, specifications of Products, advertisements including videos, images and photographs of the products, links to third party websites, all the other data, text, graphics, user interfaces, visual interfaces, artwork, computer code, design, structure, selection, coordination, expression, look, feel and arrangement;
“Customers Account” shall include clients of Zilliors who use the Platform to purchase the Products.
“Customer Dispute” shall mean any complaint raised by the Customers with Zilliors including without limitation complaints relating to the quality/specifications and delivery of a Product;
“Designated Bank Account” shall mean account details provided by the Seller at the time of registration, which account details shall be used for making disbursement of the amount under this Agreement;
“Minimum Quantity” shall mean such number of quantity as pay be intimated by Zilliors to the Seller which Seller is required to maintain at all times in terms of this Agreement;
“Order” shall include all orders placed by the Customers on the Platform;
“Persons” shall mean any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, association, or other entity, enterprise, or business organization, incorporated under the Applicable Law or unincorporated thereunder, registered under Applicable Law or unregistered thereunder;
“Privacy Policy” shall mean Privacy Policy of Zilliors;
“Product” shall mean goods that are offered for sale by the Sellers and are listed on the Platform for the sale to the Customers;
“Platform” shall mean www.zilliors.com which is owned and controlled by Zilliors Technology India Pvt. Ltd.;
“Seller” shall mean all those Persons who are willing to avail Services or are availing Services offered through Zilliors’ online platform with respect to selling their Products at www.zilliors.com and includes a Reseller;
“Services” shall mean services offered to the Seller through the Platform in accordance with the terms of this Agreement;
“Territory” shall mean the State or the Country where the Customer ordinarily resides.
3. SELLER
3.1 Seller Eligibility
This Platform is available for usage only to those Persons who are capable of entering into the Contract as per the Applicable Law. All persons who are either minors, un-discharged insolvents, or incompetent to contract as per the Applicable law are not eligible to use the Platform. Zilliors reserves the right to refuse Seller the access to the Platform if it is brought to the notice of Zilliors or it is discovered that Seller does not possess capacity to enter into this Agreement. If Seller is representing a business entity, Seller represents that he/she is duly authorized by such business entity, has the capacity to enter into this Agreement, and has the authority to bind the business entity with this Agreement.
3.2 License for Seller’s Content
The Platform shall facilitate sale of Seller’s Products to the Customers and for the said purpose, Seller grants a limited, non-exclusive, royalty free, perpetual license and authorize Zilliors, its affiliates, marketing partners to: a. Use, reproduce, publish, transmit, distribute, display, commercially exploit Seller’s Mark (whether registered or not) and all the Content in relation to Seller’s products that is uploaded on the Platform; b. List, advertise/display, on Seller’s behalf, Products on the Platform based on the preference Seller has opted and in the manner Zilliors deems fit; c. Promote Products on the Platform, social media Platforms, and other third party Platforms; d. Provide information through the Platform to the Customers in relation to Sellers Products; e. Provide detailed description of Seller’s products, price, and/or any other applicable terms on the Platform; f. Access and process information relating the status of the order that the Customer has placed with Seller through the Platform; g. Provide ratings to Seller’s Products based on Customer reviews and feedbacks; h. Operating Customer help desk (at sole discretion of Zilliors) for handling inquiries, orders, complaints, and grievances if any.
3.3 Seller Account and Registration Obligations
3.3.1 Seller Account Creation
3.3.1.1 Presently, Zilliors charges Sellers who wish to register themselves and use our Platform for B2B Services. Sellers may avail a yearly membership plan with Zilliors by paying the yearly membership. Zilliors shall charge Seller, a commission, logistics, marketing, packaging, and payment gateway fees on the transactions taking place through the Platform depending on the category of Products and Territory in accordance with clause 6. Commission, Payment and all relevant charges will be share to sellers by email. Zilliors has rights to amend the charges based on price increase in the market for example fuel rates are increased.
3.3.1.2 Zilliors currently doesn’t charge registration fees to Sellers who wish to register themselves or sell their products and use the Platform for B2C Services. Zilliors however reserves the right to charge Sellers for commission, logistics, marketing, packaging, and payment gateway fees on such B2C Services depending on the category of Products and Territory despite free registration on the Platform. Zilliors reserves the right to change the terms of this clause at any time without any prior notice.
3.3.1.3 At the time of registration and during the course of using the Platform, Seller agrees to furnish all the requisite details and information that Zilliors may request from time to time. Seller shall be responsible for maintaining confidentiality of all such information furnished to us including without limitation, login credentials, password, display name etc. Seller further declares and affirm that all the details provided to Zilliors by the Seller and uploaded on the Platform is correct and true to the best of Seller’s knowledge and belief. If any information provided by the Seller is incorrect, illegal, or against the provisions of any laws, Zilliors shall have right to terminate this Agreement and deactivate Seller account on the Platform without giving any refunds and in such event, Seller shall be responsible to fulfill all the pending obligations under this Agreement in accordance with clause 3.3.2.1.
3.3.2 Seller account deactivation
3.3.2.1 Seller may request closure of the account at any time by giving 30 (Thirty) days prior notice. During the period of 30 days, Seller shall ensure closure of all the orders that have been placed prior to such notice. Any new order shall not be taken or any new products shall not be uploaded during the notice period. After a period of 30 days, Seller shall notify Zilliors for deactivation. Seller account will then be deactivated provided that all the outstanding dues, payments, and orders have been duly fulfilled. Where the account is closed before a period of one year, Zilliors shall return the membership fee for the rest of the period after deduction an amount based on pro rata basis of the yearly membership fees.
3.3.2.2 Zilliors may retain certain information after deactivation, including but not limited to Seller’s registered mobile no., email ID, GSTIN, Company’s PANCARD etc. for audit purposes. At all times, this information will be handled in accordance with our Privacy Policy.
3.4 Training and Support
Zilliors or their affiliates shall provide the Seller, or any person nominated by him from his store, training to help Sellers in understanding the use of Zilliors interface and tools. During the training period, Seller shall be responsible for managing his/her account with Zilliors. Zilliors role is limited to providing support as contained herein.
4. PRODUCT LISTING
4.1 Product Listing and Information
Upon registration with Zilliors, Seller will be directed to a page where Seller shall submit the details of the Product he/she wishes to list after approval from the Zilliors. Seller shall adhere to the following minimum requirements at the time of listing and during the course of availing the Services:
a. Seller must legally be able to list and sell the Products on the Platform and must have necessary licenses and permits to be able to sell Products using the Platform. At no times shall the listed Products infringe upon anyone’s Intellectual Property Rights, proprietary rights, trade secrets, or any other rights contained in the Applicable Law;
b. Listing shall include text description, photos/videos describing the physical appearance of the products. The photos/videos shall be in good condition to display on Zilliors website.
c. All Products shall be listed under appropriate category head. Seller shall list the same Product under more than one category where applicable. Such listing is subject to review by Zilliors.
d. No. of inventory required to be listed on the Platform for B2B as well as B2C shall at all times be error-free and maintained in accordance with the Minimum Quantity.
e. Update inventory of the listed Products as soon as such listed Product(s) are dispatched and make sure that the requisite number of inventory is updated in 24 Hours and maintained at all times.
f. Provide with all that information relating to the Product(s) listed/proposed to be listed and relating to the business of the Seller and all other information that Zilliors may request from time to time;
g. Seller shall only list those Products that fit the parameters prescribed by Zilliors and at no time shall Seller engage on listing unlawful, or illegal, or products not authorized for sale under Applicable Law;
h. Seller shall solely be responsible for accuracy relating to Product pricing, maintenance of Inventory, and all the Content that is uploaded on the Zilliors Platform. Seller shall honor all orders that are placed on the Platform.
i. In the event clause d, e, f, and g is not complied with, then Zilliors reserves the right to deactivate;
j. Zilliors shall make reasonable efforts to update the Content provided by the Seller;
4.2 Product Authenticity and Safety
4.2.1 Seller hereby affirms and warrants that he is duly authorized Seller/Reseller of the Products listed on the Platform. Seller shall be responsible to exercise due diligence to ensure that the Products are authentic, authorized for sale, not illegal, counterfeit, stolen, misbranded, and that the Products come from authorized Seller.
4.2.2 Seller hereby affirms that the description of the Products listed on the Platform is describing actual condition of the Product and is not misleading. If the Products do not match the description provided on the Platform, Zilliors shall refund the amount to the buyer and deduct the amount from the Seller account.
4.2.3 Seller shall undertake to provide and facilitate, wherever applicable, all warranty claim requests made by the Customers. Customers shall make such requests using the Platform and the moment warranty claim is made, the same shall be visible to the Seller. Seller shall either accept or reject, based on the terms and warranty disclaimer of the Product, such warranty claims within 48 hour of the placement of request, and fulfill the request in entirety within 60 days from the placement of the request, where accepted. Upon fulfillment of warranty claim, Seller shall update the same on the Platform. Seller’s obligations as regards warranty claims shall continue till the period of warranty of all the Products sold on the Platform despite termination of this Agreement/deactivation of Seller’s Account.
5. TRANSACTINO BETWEEN BUYER AND SELLER
5.1 Customers will place orders and make purchases using the Platform check out page and third-party payment gateways. Upon placement of orders by the Customers, Zilliors will collect and receive the payment from the Customers;
5.2 Upon placement of order and receipt of the payment from the Customer, Zilliors will share the details of the order to the Seller and Seller shall be able to see the Orders placed and assigned to the Seller and the payment received from such Customers on the Platform. All the necessary information shall be accessible by the Seller at all times. Seller shall manage and update all the orders using the Platform and process accordingly.
5.3 Sellers will only receive orders that have been paid for in full or where the option of Cash on Delivery has been opted by the Customer. Upon placement of order by Customer, Seller may either cancel the order or process the order. Upon acceptance of order, Seller shall place a pick up request with Zilliors’ logistics partner and dispatch the order within 24 hours from the placement of order. The moment Seller accepts the order, Seller shall be obligated to honor the order within 24 hours of acceptance of such Order. Where the Seller is unable to fulfill the order in part or in whole, Seller shall immediately reject the order and promptly notify Zilliors through e-mail stating reasons for such cancellation; if Seller cancelled the order, then penalty charges would be 100rs per order. Seller is responsible to pay this penalty to Zilliors.
5.4 Where the Seller has refused to fulfill 3 (Three) Orders in a row, Zilliors reserves the right to deactivate Seller’s account and/or terminate the Agreement;
5.5 Seller shall be obligated to update the order status, from processed, canceled, pick-up, shipped and delivered/closed, on the Platform;
5.6 Seller shall be responsible for accurate picking and appropriate packaging of the all the applicable orders and Products;
5.7 Upon Zilliors sharing information with the Seller, Seller shall solely be responsible for processing, executing, and updating the status on the Platform as specified in clause 5.5;
5.8 The Order shall be deemed to be completed when the Product has been delivered with a proof of delivery and is signed by the Customer.
5.9 Seller shall be required to dispatch the Product for every transaction within a prescribed time period which time period shall reflect on the Platform the moment Seller accepts Customer’s order and transmits the same. Seller shall be responsible for delivery of the Product in a timely manner;
5.10 Seller shall route all shipments/consignments of the Products through Zilliors’ logistic partner, unless otherwise specified. Such costs and charges shall be borne at all times by the seller . Zilliors will make the requisite payment to the Seller in accordance with clause 6.
5.11 Seller shall be solely be responsible for undertaking transit insurance for Products sold by Seller on the Platform. For avoidance of doubt, Zilliors will not be responsible for undertaking any insurance(s) for Products sold by Sellers on the Platform.
5.12 Seller shall not list/dispatch/handover for shipment, Products that are banned, illegal, prohibited, stolen, infringing of any third-party rights, hazardous, or dangerous, or in breach of Applicable Law. An indicative list of prohibited Products is given in Annexure-A.
6. PAYMENT TERMS
6.1 In consideration for the Services provided by Zilliors herein to the Seller, Zilliors shall charge a commission to the seller on the total amount of the order placed by the Customers. The amount of commission that Zilliors will charge, along with the applicable freight charges and payment getaway charges shall be communicated to the Seller via email based on the product category.
6.2 Zilliors may collect payment from the Customer through online modes (debit/credit cards, internet banking, third party payment aggregator, UPI payment method) or through cash on delivery (COD) mode. All payments that the Platform receives from the Customers will either:
a. Be made to Seller’s Designated Bank Account by electronic funds transfer or similar method after deduction of the following amount: a. A commission fee b. Payment Gateway fee as applicable; c. Shipping charges; if any d. Packaging material charges if any e. Closing/Promotions fees if any
Such amount shall be paid within 7 (Seven) to 14 (Fourteen) business days from the date of successful completion of order in accordance with clause 5.8 and after a period of 2 days have elapsed from such completion of order;
6.3 In the event of any Customer disputes, refund requests, other claims, or likelihood of such events, Zilliors reserves the right to withhold the payment to the Seller until such Customer dispute, refund requests, other claims have been resolved.
6.4 It shall be the responsibility of Zilliors to charge appropriate Goods and Service Tax (GST). Invoice that shall be raised on the Seller by Zilliors in relation to commission, logistic charges, payment processing charges, penalty charges and any other charges shall be exclusive of GST and such GST shall be chargeable separately. Where any GST charge is required to be reversed, Zilliors will issue a credit note to reverse the same. Zilliors shall collect Tax Collectible at Source (TCS) at applicable rates and as per the Applicable Law out of the net value of Products sold by the Seller (gross value of sale made by the Seller less sales return).
6.5 It shall be duty of the Seller to charge appropriate Goods and Services Tax (GST) on the Products it sells to the Customers and in no event shall Zilliors be responsible to pay the GST in any manner whatsoever on the Products sold. Seller must ensure full compliance with the provisions of Integrated Goods and Services Tax (IGST), Central Goods and Services Tax (CGST) and Union Territory Goods and Services Tax (UTGST) or State Goods and Services Tax (SGST) in respect of the Products supplied by them, where applicable. In case of non-compliance, Zilliors may deactivate the Seller account.
6.6 Zilliors shall be required to deduct Tax deducted at Source (TDS) at the rate of 1% of the gross amount due to the Seller for all the transactions taking place through the Platform which shall be deposited with the government as against the details of the Seller and in accordance with the Applicable Law.
6.7 Seller may be required to bear additional Tax Deduction at Source (TDS) at the rate of 5% where commission due and payable to Zilliors exceeds an amount of INR 15000 per annum. In such an event, Seller shall be liable to pay and deposit TDS amount with the government. For the said purpose, Zilliors shall deduct only Net-of-TDS commission (Commission less 5% TDS, if applicable) from gross amount payable to the Seller.
6.8 Seller agrees to abide by all or any amendments brought in the Applicable Law relating to taxation. Zilliors shall take all necessary steps to update these terms and conditions upon any amendments taking effect and/or share the updated terms and conditions via email.
6.9 Seller shall also be required to provide his/her GSTIN, without which Zilliors will not be able to raise an invoice on the Seller.
6.10 Seller shall bear all the shipping costs and charges. The rate card for such shipping costs and charges shall be communicated to the seller separately via email. Zilliors reserves the right to change the shipping costs and charges at any time which changes will be updated on the Platform. Zilliors will take reasonable care in notifying Seller about such changes.
6.11 Seller agree that the payment facility provided by Zilliors is not a banking/financial service facility and that Zilliors is acting merely as an online aggregator providing electronic, automated online electronic payment facility for receiving payment or a COD payment option by using the authorized banking infrastructure and third party payment gateways.
6.12 It is further stated that the COD option may not be available for all the Products listed on Zilliors’ Platform and provision of such option is at the sole discretion of Zilliors.
7. CANCELLATION, RETURNS AND REFUNDS
7.1 Zilliors provides to its customers an option to cancel the order placed with it at any time before dispatch and an option to return/exchange the product within business days as mentioned as per the seller’s policy. Zilliors shall be responsible to process and transmit such cancellation or return requests, and accordingly refund the amount to the Customer or provide credit note or into their online wallet.
7.2 In the event of a return request, Zilliors shall withhold payment to the Seller. Seller shall be required to update the same on the Platform within 24 hours of receipt of the Product. Upon such update made by the Seller, Zilliors shall return the Product in accordance with clause 7.4, Zilliors will refund the amount to the customer.
7.3 In the event of exchange request, Zilliors shall withhold payment to the Seller till the product is exchanged and received by the customer. The payment, after the exchange has occurred and product is received by the customer, shall take place in accordance with clause 6.2.
7.4 Customer may cancel the order within 2 (Two) hours of placement of Order. Upon such cancellation request, Seller shall immediately update the same on the Platform to avoid the pick-up request from logistics partner. Where the Seller fails to update the status, Seller shall be responsible to bear the logistic costs and expense.
7.5 Zilliors reserves the right to accept/reject any cancellation or return/exchange request placed by the Customers. Zilliors will process refund for all cancellation or returns/exchanges immediately upon the receipt of the Product in the hands of the Seller. Accordingly, such confirmation shall be provided by the Seller within 24 (twenty four) hours from receipt of the Product. In the case the Customer returns wrong Product/damaged or used Product, the amount will not be refunded to the Customer.
7.6 Customer may put a request for return/exchange of the Products in the following events: 7.6.1 Damaged Product 7.6.2 The Product delivered to the Customer differs from the order placed for or differs from the Content provided by Seller on the Platform. 7.6.3 The product delivered does not match the expectation or duplicate
7.7 Seller shall be responsible for all applicable return dispatch and shipping costs incurred in returning/exchanging the Products, as mentioned in clause 7.4. The Product so returned/exchanged shall be collected from the Customer’s location mentioned at the time of placing order and shall be delivered back to the Seller’s location. At no time, does Zilliors take possession or claim ownership over such Products. Zilliors will facilitate return/replacement of the product shipping charges, which will be charged to the Seller.
7 CONTENT ON THE PLATFORM
7.3 All the information provided on the Platform including third party information, blogs, specifications of Products, advertisements including videos, images and photographs of the products, links to third party websites and all the other data on the Platform is either the property of Zilliors or of such third parties. Such information at all times is protected under Intellectual Property Rights and at no time shall Seller copy, produce, reproduce, distribute, sell, license, modify or otherwise make the Content available on the Platform available to others for any reason whatsoever. Where Seller infringes any rights mentioned under this clause as regards third parties, Seller shall solely be responsible to compensate such third parties. Where Seller infringe any rights of Zilliors, Zilliors may take all such actions as it deems necessary including any legal recourse if need be.
7.4 Seller shall be responsible for the Content posted or transmitted on the Platform by the Seller. The Content will become Zilliors’ property and Seller grant Zilliors the worldwide, perpetual, royalty free and transferable rights in such Content. Zilliors shall be entitled to use the Content or any of its elements for any type of purpose forever, including, but not limited to, promotional and advertising purposes in any media, whether now known or hereafter devised or the creation of derivative work. Seller agrees that any Content posted by him/her may be used by Zilliors, in accordance with the terms and conditions of this Agreement, and Seller is not entitled to any payment or other compensation for such use.
7.5 Zilliors shall have the right, at its sole discretion, to remove any Content that violates or is alleged to violate any applicable law or either the spirit of this Agreement. Notwithstanding this right, SELLER SHALL REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIAL HE/SHE POSTS ON THE PLATFORM AND SELLER’S INDEPENDENT COMMUNICATION WITH THE CUSTOMERS AND OTHER SELLERS, REGARDLESS OF FORM.
8 INTELLECTUAL PROPERTY RIGHTS
8.3 The Platform and the processes, and their selection and arrangement, including but not limited to all text, graphics, user interfaces, visual interfaces, artwork and computer code, Content on the Platform is owned and controlled by Zilliors and all such design, structure, selection, coordination, expression, look and feel and arrangement is protected by copyright, patent and trademark laws, and various other intellectual property rights (“Intellectual Property”). Through Seller’s use of the Platform, by no means are any rights impliedly or expressly granted to the Seller in respect of such Intellectual Property. Zilliors reserves the right to change or modify the same from time to time at its sole discretion.
8.4 Seller acknowledges that nothing contained in this Agreement transfers to the Seller any right, title or proprietary interest, or any proprietary information in the Intellectual Property of Zilliors (including without limitation any trademarks, service marks, trade names, or logos (“Marks”), trade secrets, know-how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs).
8.5 Seller agree that he/she shall not acquire any right whatsoever through use in commerce in the Intellectual Property Rights of Zilliors on account of permitted use in terms of the above and all such rights pertaining to use and title of all Intellectual Property Rights shall exclusively vest with Zilliors.
9 TERM AND TERMINATION
9.3 This agreement shall become a binding document between Zilliors and Seller the moment Seller registers himself/herself on the Platform.
9.4 In case where the Seller has registered for B2C product listing, the Agreement shall remain in force and binding till the Seller continues to remain part of the Platform.
9.5 In case where Seller has registered for B2B product listing, the agreement shall remain in force and binding for a period of 1 (one) year. Seller may extend the period of this Agreement and product listing after expiry of 1(one) year by paying renewal fees. Seller may do so by providing 30 (thirty) days prior written notice of his intention to do so.
9.6 Either party may terminate this Agreement in accordance with clause 3.3.2.1.
10 RELATIONSHIP OF PARTIES
This Agreement has been entered into on a principal-to-principal basis and do not create any employee-employer relationship between the Seller and Zilliors. Nothing contained in this Agreement shall be deemed to create any partnership, joint venture between the Parties or a merger of their assets or their fiscal or other liabilities or undertakings or create any employment or relationship of principal and agent between the Parties. None of the Parties shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Parties except as specifically provided by this Agreement.
11 CONFIDENTIALITY
11.3 All information given to the Seller by Zilliors’ pursuant to this Agreement, including without limitation all the discussions, business ideas, rates and charges, Customer data, Customer leads etc. either in tangible or intangible form, written or oral form, shall be deemed to be Confidential Information whether specifically marked so or not.
11.4 Seller agrees that the Confidential Information which has been or will be disclosed to the Seller will be received by him/her or his/her authorized person in confidence and will be used only for performance of obligations under this Agreement.
11.5 Seller acknowledge and agree that all Confidential Information constitutes valuable, special and unique assets of the business of Zilliors. Accordingly, Seller agrees that, in the event of any breach of this clause, in addition to any other remedies at law or in equity, the Parties shall be entitled to equitable relief, including injunctive relief and specific performance.
11.6 Confidential obligations under this Agreement shall remain in force for an infinite period and shall not be compromised upon termination of this Agreement. Ownership with respect to the Customer data shall vest with Zilliors at all times.
12 LIMITATION OF LIABILITY
12.3 The Platform and the Content contained therein, are provided by Zilliors on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise;
12.4 Seller expressly understand and agree that, to the maximum extent permitted by applicable law, Zilliors will not be liable for any loss that Seller may incur as a consequence of unauthorized use of the Platform, either with or without Seller’s knowledge;
12.5 Zilliors has endeavored to ensure that all the information on the Platform is correct, and not offensive, harmful, inaccurate, or deceptive. However, Zilliors neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data or information. Seller further understand that there may be risks in dealing with underage persons or people acting under false pretenses. Seller shall accordingly use caution when using the Platform.
12.6 Zilliors shall not be responsible for the delay or inability to use the Platform or related functionalities, the provision of or failure to provide functionalities, or for any information, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Zilliors shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Zilliors’ control. Zilliors accepts no liability for any errors or omissions, with respect to any information provided to the Seller on the Website
13 DISCLAIMER
13.3 All the terms relating to the pricing, shipping, payment methods, delivery and any other terms offered by the Seller are agreed upon by and between the Seller and the Customer alone. Zilliors does not determine, advice, have any control, or in any way involve itself in the offering or accepting terms between the Seller and the Customer.
13.4 Zilliors does not make any representation or warranty regarding the features and quality of the Product listed/offered/sold on the Platform nor does it support or endorse the sale of any Products listed on the Platform. Zilliors accepts no liability for any omission/errors of third parties in relation to the products so listed/offered/sold.
13.5 Zilliors shall not be responsible for any breach of any terms and conditions/contract between the Seller and the Customer. Zilliors further doesn’t guarantee conclusion of contract and performance of transaction thereunder through the Platform. In the event of any disputes between the Seller and the Customer, Zilliors shall not be required to settle the disputes in any manner whatsoever.
13.6 Zilliors does not take possession, gain title, or have any rights over any Products offered by the Seller through the Platform. At no point does Zilliors hold any right/title/interest in the listed/offered Products. Zilliors is not responsible for any delayed/unsatisfactory/damaged delivery of Products.
14 INDEMNIFICATION
Seller agrees to indemnify, defend and hold harmless Zilliors, its subsidiaries, affiliates, contractors, agents and their directors, officers, employees (herein after individually and collectively referred to as "indemnified parties") from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified parties that arise out of, result from, or in connection with (i) Seller’s breach of the Agreement(s); or (ii) any claims made by the Customer, or iii) any third party due to, or arising out of, or in connection with Seller’s use of the Website;
15 DISPUTE RESOLUTION
15.3 This Agreement and all transactions entered into on or through the Platform and the relationship between Seller and Zilliors shall be governed in accordance with the laws of India;
15.4 Seller agrees that all claims, differences and disputes arising under or in connection with or in relation hereto the Platform, this Agreement, or any transactions entered into on or through the Platform or the relationship between Seller and Zilliors shall be subject to the exclusive jurisdiction of the courts at Ahmedabad, India and Seller hereby accede to and accept the jurisdiction of such courts. Each party hereby irrevocably waives any objection which such party may now or hereafter have to the laying of improper venue or forum non convenient. Each party agrees that a judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law.
17. COMMUNICATION
All communication under this Agreement shall be sent in the following manner:
If to Zilliors, on below mentioned contact details: Zilliors Technology India Pvt. Ltd Email ID: info@zilliors.com Address: 902, North Plaza, next to 4D square mall, Motera, Ahmedabad, 380005
If to the Seller, on the contact details given by the Seller at the time of registration or as may be intimated to the Company.
Annexure-A List of Prohibited Products
Prohibited Products shall include the following:
i. Used/refurbished/reconditioned/remanufactured/counterfeit Products; ii. Stolen/misbranded/illegal products; iii. Products that contain obscene/offensive/pornographic material/sexuality products; iv. Any drug/vitamin/medical device/medicine or a similar substance that requires doctor’s prescription; v. Products containing human growth hormones; vi. Cigars/Cigarettes/tobacco products/contraband; vii. Guns/arms/ammunitions/mace/black powder/explosives/fireworks/disguised or undetectable knives; viii. Caskets or funeral urns; ix. Any product for which Seller is not authorized seller; x. Products that violate Applicable Law; xi. Products that violate any third party rights including Intellectual Property Rights; xii. Any other type of products that as per Zillior’s discretion are prohibited.