Please read the following terms and conditions (“T&Cs”/”Agreement”) carefully before registering on, accessing, browsing, downloading or using the VISA-ECOM E- commerce website located at VISA-ECOM.COM or the VISA-ECOM mobile application these standard terms of sale ("terms of sale") is an electronic record in the form of an electronic contract formed under information technology act, 2000 and rules made there under and the amended provisions pertaining to electronic documents / records in various statutes as amended by the information technology act, 2000. These terms of sale does not require any physical, electronic or digital signature. These terms of sale is a legally binding document between buyer and seller where the seller has made the offer to sell the products by listing the same on the website and buyer has accepted such offer of the seller by agreeing to buy the product so offered on the website. These terms of sale will be effective and binding on the seller upon seller's advertising, exhibiting and creating a listing of the product on the website, and shall be effective and binding on the buyer upon buyer agreeing to purchase the products so listed by the seller.
To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
2.Service Fee Payments -
Service Fee Payments Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise .At VISA-ECOM 's option, all payments to you will be made to Your Bank Account, via check or electronic transfers or other means as specified by us. You agree that VISA-ECOM shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account. In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with VISA-ECOM concerning whether any amounts are payable or due. If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, charge backs or other claims in connection with the VISA-ECOM Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
3.Term and Termination -
The term of this Agreement will start on the date of your completed registration for one or more of the Services (the "Effective Date") and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by the means then specified by VISA-ECOM there for. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and license during the Term and for as long thereafter as you are permitted to grant the said license under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, reformat, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of VISA-ECOM Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable VISA-ECOM Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfillment (except with respect to those of Your Products that are fulfilled, if any), refund, adjustment, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
7. Disclaimer -
The visa-Ecom site and the services, including all content, software, functions, materials and information available or provided in connection with the services, are provided "as-is." as a user of the services, you access the visa-Ecom site, the services and any online portal or tool provided by visa-Ecom to help you avail the services at your own risk. we and our affiliates waive and disclaim:
1. Any representations, warranties, declarations or guarantees regarding this agreement, the services or the transactions contemplated hereby, including any implied warranties, declarations or guarantees of merchantability, fitness for a particular purpose or non-infringement;
2. Implied warranties arising out of course of dealing, course of performance or usage of trade.
3. Any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. we do not warrant that the functions contained in the visa-Ecom site or the services will meet your requirements or be available, timely, secure, uninterrupted or error free, and we will not be liable for any service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions. Some jurisdictions' laws do not allow exclusion of an implied warranty. in which case the foregoing disclaimer may not apply to you, and we and our affiliates disclaim to the maximum extent permitted under applicable law all warranties of any kind, whether express, implied or statutory, including without limitation warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement or quiet enjoyment.
- Because visa-Ecom is not involved in transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, each of you release visa-Ecom (and its agents, affiliates and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
8.Limitation of Liability -
We will not be liable (whether in contract, warranty, tort, depict (including negligence, product liability, any type of civil responsibility or other theory)or otherwise) to you or any other person for cost of cover, recovery or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if VISA-ECOM.COM has been advised of the possibility of such costs or damages. further, except in case of gross negligence or willful misconduct, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated hereby will not exceed at any time the total amounts during the prior six month period paid by you to VISA-ECOM.COM in connection with the particular service and the VISA-ECOM.COM site giving rise to the claim.
9.Tax Matters -
As between the parties, you will be responsible for the collection and payment of any and all of your taxes together with the filing of all relevant returns, such as GST, invoices/credit memos where required. VISA-ECOM.COM is not responsible for collecting, remitting or reporting any service tax, GST or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits. Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services or similar taxes from you, you will pay such taxes to us. If for any reason, any income tax or withholding tax is determined to be deducted and deposited on any payments or remittances to you, VISA-ECOM.COM will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against VISA-ECOM.COM. It is your responsibility as a seller on the VISA-ECOM.COM.com platform to choose the most applicable product tax codes for your products, such that the correct tax rate is applied on all products offered for sale by you on VISA-ECOM.COM.com. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the VISA-ECOM.COM.com platform.
10.Force Majeure -
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
11.Relationship of Parties -
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. VISA-ECOM.COM is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
12.Suggestions and Other Information -
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the VISA-ECOM.COM Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content. Modification we may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Program Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on Seller Central or on the VISA-ECOM.COM Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Program Policies may be made without notice to you. You should refer regularly to Your Account or Seller Central, respectively, to understand the current Agreement and Program Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the VISA-ECOM.COM Site.
We may amend any of the terms and conditions contained in this agreement (including the service terms and program policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on seller central or on the VISA-ECOM.COM site and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the agreement will be posted for at least 30 calendar days. Changes to program policies may be made without notice to you. You should refer regularly to your account or seller central, respectively, to understand the current agreement and program policies and to be sure that the items you offer for sale can be sold via the service in connection with the VISA-ECOM.COM site. Your continued use of a service after VISA-ECOM.COM's posting of any changes will constitute your acceptance of such changes or modifications.
14.Password Security -
Any password we provide to you may be used only during the term to access your account or seller central, respectively, (or other tools we provide) to use the service, electronically accept your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Pune regarding any dispute with VISA-ECOM.COM relating in any way to this Agreement or your use of the Services. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
These Terms of Sale shall be governed in accordance with the laws of India without reference to conflict of laws principles. You acknowledge that these Terms of Sale are solely for your benefit. It is not for the benefit of any other person, except for your successors and permitted assigns.
Selling on VISA-ECOM.COM terms the selling on VISA-ECOM.COM is a service that allows you to list products for sale directly via the VISA-ECOM.COM site. Selling on VISA-ECOM.COM is operated by VISA-ECOM.COM private limited. These selling on VISA-ECOM.COM terms are part of the VISA-ECOMs agreement ("VISA-ECOM.COM selling agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in selling on VISA-ECOM.COM. By registering for or using selling on VISA-ECOM.COM, you (on behalf of yourself or the business you represent) agree to be bound by the VISA-ECOM.COM selling agreement and these selling on VISA-ECOM.COM terms.
1.Offerand Acceptance ofthe Product :
The Seller hereby makes an offer to sell the Products listed by Seller on the Website and the Buyer upon agreeing to purchase the Products so listed by the Seller hereby accepts such offer to sell by the Seller. Accordingly, the contract for sale of the Product is be a bipartite contract between Buyer and the Seller. The Buyer understands and agrees that the offer for sale of the Product by the Seller is not an absolute or an un-conditional offer. Such offer to sale by the Seller is subject to repudiation by the Seller at any time before the delivery of the Product to the Buyer and without any obligation to assign or provide any reason for such repudiation and without any consent from the Buyer and without any liability or any obligation towards the Buyer.
The Seller and Buyer understand and agree that VISA ECOM.COM has the right to cancel any sale transaction, listing or acceptance
(ii) Under an order or instruction from any statutory, quasi-judicial or judicial authority. 2.Product(S) :
2.1.VISA-ECOM.COM also respects the intellectual property rights of all entities. If you believe that your intellectual property rights have been violated in any manner, please fill out and submit the notice of infringement of intellectual property form ("ip infringement notice") provided in the annexure below. Please send the duly filed out ip infringement notice via email to grievanceofficer@VISA-ECOM.COM.com. Any incomplete or improperly filled out document may not be considered.
2.2. The availability of the product under the offer to sell is subject to change without notice prior to the purchase of the product by the buyer. However, there may be circumstances where the product may not be available to be delivered to the buyer after the purchase transaction. In such an event, seller may cancel or instruct VISA-ECOMto cancel such purchase transaction without any recourse to buyer and without any liability to the seller. if buyer's order is so cancelled, after the payment has been processed, the said amount will be reversed / remitted to the buyer either to the bank account provided by the buyer for such reversal, or to the payment instrument of the buyer from which payment was made, or to any pre-paid payment instrument account of the buyer. VISA-ECOMshall have the sole discretion to determine the mode of reversal from the above options.
With respect to the sale of product by seller to the buyer, the seller hereby represents and warrants to the buyer that:
- Seller has the right to sell the products to the buyer on or through the website;
- Buyer shall have and enjoy quiet possession of the products;
- Products shall be free from any charge or encumbrance in favor of third party;
- Buyer shall be entitled to all the warranties and other collaterals applicable to the product or as generally made available by the manufacturer or seller of the product;
- Product shall meet the description and specifications as provided on the website.
3.Pricing Information :
3.1. The selling price of the product is subject to change without notice prior to the purchase of the product by the buyer. The selling price is provided on the website on 'as is' basis as provided by the seller. due to technical reasons there may be errors in selling price which may be corrected by the seller at any time and any acceptance of offer of sale by the buyer of the products subject to such faulty selling price shall, subject to discretion of the seller, not be a valid acceptance and such transaction can be avoided by the seller.
3.2. All prices are inclusive of vat unless stated otherwise.
4.Delivery of the Product :
4.1. There are various delivery models for delivery of purchased product to the buyer, as decided by the seller. The risk of any damage, loss or deterioration of the products during the course or delivery or during transit shall be on the seller and not on the buyer. seller represent and warrant that the products being delivered are not faulty and are exactly those products which are listed and advertised by seller on the website and purchased by the buyer and meet all descriptions and specifications as provided on the website.
4.2. Buyer's shipping address; pin code will be verified with the database of website before a buyer proceeds to pay for buyer's purchase. In the event buyer's order is not serviceable by logistic service providers or by seller or the delivery address is not located in an area that is covered under the order confirmation form, buyer may provide an alternate shipping address on which the product can be delivered by the logistics service provider or by the seller.
4.3. Please note that there is no guaranteed dispatch time and any information about the dispatch time is estimate only and should not be relied upon as such. Therefore, time is not the essence of the bi-partite contract between the buyer and the seller for purchase and sale of product on or through the website. However, the product shall not be delivered to the buyer unless the buyer makes the payment of the purchase of product.
4.4. Buyer shall be bound to take delivery of the products purchased by the buyer that are said to be in a deliverable state. where buyer neglects or refuses to accept the delivery of the products ordered by the buyer, the buyer may be liable to the seller for such non-acceptance and shall further be liable to VISA-ECOM for any loss of any fee or charges that VISA-ECOM and its third parties shall have earned from the seller if such delivery or transaction should have been completed. Buyer acknowledges that such damages or loss to VISA-ECOM and its third parties are not consequential or indirect.
4.5. The title in the products and other rights and interest in the products shall directly pass on to the buyer from seller upon delivery of such product and upon full payment of price of the product. Upon delivery, the buyer is deemed to have accepted the products. The risk of loss shall pass on to the buyer upon delivery of product.
5.Return Policy for Products :
5.1. Buyer's product related complainant for refund or replacement will the processed in accordance with the trustpay policy available at http://www.VISA-ECOM.COM.com/info/trustpay. Both buyer and seller agree to this trustpay policy. However, in the event of false, frivolous or baseless complaints regarding the delivery or quality of the products, the buyer will not be eligible for refund or replacement.
5.2. Before accepting delivery of any product, the buyer shall reasonably ensure that the product's packaging is not damaged or tampered.
5.3. The return process of a product may be subject to additional terms depending on the nature and category of the product. Any such additional terms may be specified on the website or be intimated by the seller at the time of purchase of the product.
5.4. In the event the return of a product is duly accepted by seller, the value of such product, as originally paid by buyer during acceptance of product, will either be refunded to buyer either to the bank account provided by the buyer for such refund, or to the payment instrument of the buyer from which payment was made, or to any pre-paid payment instrument account of the buyer. VISA-ECOM shall have the sole discretion to determine the mode of reversal from the above options.
5.5. Buyer agrees that if the returned product is not accepted by the seller then VISA-ECOM shall have the right liquidate or sell those products and give all the valid title, rights and interests including warranties and other collaterals and benefits associated with those products (as the buyer would have received from the seller) to any third party to whom those products are sold.
6.Cancellation of Transaction / Orders :
6.1. Cancellation by Seller: There may be certain orders that seller is unable to accept and has the right to cancel either by the seller directly or seller can instruct VISA-ECOM to cancel such order. Seller reserves the right, at its sole discretion, to refuse or cancel any order for any reason whatsoever. Some situations that may result in buyer's order being cancelled include, without limitation, non-availability of the product or quantities ordered by buyer or inaccuracies or errors in pricing information. Seller may also require additional verifications or information before processing any order. All such cancellation shall be without any recourse to buyer and without any liability to the seller or to jasper InfoTech. if buyer's order is so cancelled, after the payment has been processed, the said amount will be reversed / remitted to the buyer either to the bank account provided by the buyer for such reversal, or to the payment instrument of the buyer from which payment was made, or to any pre-paid payment instrument account of the buyer. VISA-ECOM shall have the sole discretion to determine the mode of reversal from the above options. In the event a promotional code given by VISA-ECOMis used for the purchase of the product, the amount under such promotional code shall not be refunded in case of cancellation of order. The above is the sole remedy of the buyer and the sole liability of the seller and sole responsibility of VISA-ECOM for any cancellation of the purchase order by the seller or otherwise other than by the buyer.
6.2. Cancellation by Buyer: In case of requests for order cancellations, seller reserves the right to accept or reject requests for order cancellations for any reason whatsoever. As part of usual business practice, if seller receives a cancellation notice and the order has not been processed, seller may cancel the order and refund the Entire amount to buyer within a reasonable period of time. Seller will not be able to cancel orders that have already been processed by the seller. Buyer agrees not to dispute the decision made by seller and accept seller's decision regarding the cancellation.
6.3. Set-Off Of Any Benefits Availed By The Buyer : In case the buyer has availed any benefit under any marketing or promotions provided by VISA-ECOM in relation to the product for which the order has been cancelled by the buyer or by the seller, buyer agrees and authorizes VISA ECOM.COM to recover such benefits from the buyer or set-off the same from any refunds to the buyer.
17.Control of Site -
Notwithstanding any provision of this agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the VISA-ECOM.COM site and the selling on VISA-ECOM.COM (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the VISA-ECOM.COM site and the selling on VISA-ECOM.COM and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all products on the VISA-ECOM.COM site in our sole discreet.
18.Effect of Termination -
Upon termination of these selling on VISA-ECOM.COM terms in connection with the VISA-ECOM.COM site, all rights and obligations of the parties under these service terms with regard to the VISA-ECOM.COM site will be extinguished, except that the rights and obligations of the parties with respect to your transactions occurring during the term will survive the termination or expiration of the term.
19.Tax Matters -
In addition to the general terms, you agree that, unless otherwise agreed by VISA-ECOM.COM in advance in writing, the price stated by you for your products is inclusive of all taxes including GST, customs duty, excise duty or other tax or levy that you may be required to remit in connection with such sale.
All payments by VISA-ECOM.COM to you shall be made subject to any applicable withholding taxes under the applicable law. VISA-ECOM.COM will retain, in addition to its net fees together with any applicable taxes VISA-ECOM.COM determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to VISA-ECOM.COM sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, VISA-ECOM.COM will remit the amount evidenced in the certificate to you. upon your failure to duly deposit these taxes and provide evidence to that effect within six (6) business days from the end of the relevant month, VISA-ECOM.COM shall have the right to utilize the retained amount for discharging its tax liability.
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