Welcome to ZUKAZO Business Solutions, a suite of optional merchant services including selling of consumer products on the website www.zukazo.com owned, controlled and managed by HBN Networks Pvt.Ltd., (hereinafter referred to as Zukazo) and having its registered address at Plot No 168 A, Wagle Industrial Estate, Thane 400 604
Agreement contains the terms and conditions that govern your access to and use of the services through a particular account or accounts and is an agreement between you or the business you represent ("you") and hbn newtworks private limited. By registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this agreement, including the service terms and programme policies for each service you register for or use in connection with the zukazo site.
As used in this Agreement, "we," "us," and "Zukazo" means the HBN Company named in the applicable Service Terms. The capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.
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.
Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the Zukazo Site that you register for or use a Service in connection with, we may require you to submit valid credit/debit card information from a credit/debit card acceptable by Zukazo (with respect to such Zukazo Site, "Your Credit/Debit Card") as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Zukazo Site, "Your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Zukazo's option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Zukazo 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 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 Zukazo concerning whether any amounts are payable or due.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Zukazo 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.
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 Zukazo therefore. 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, except that Clauses 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. 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 licence during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Zukazo 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 Zukazo 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 licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence or assignment 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, licences 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 us harmless (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 and every "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 using the Fulfillment by Zukazo Service, 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 defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent.
a) The zukazo 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 zukazo site, the services and any online portal or tool provided by zukazo to help you avail the services at your own risk. We and our affiliates waive and disclaim: (1) any representations, warranties, declarations or guarantees regarding this agreement, the services or the transactions contemplated hereby, including any implied warranties, declarations or guarantees of merchantability, fitness for a particular purpose or non-infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the zukazo 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.
b) Zukazo is not involved in transactions between customers and sellers or other participant dealings and hence if a dispute arises between one or more participants, each of you release (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.
We will not be liable (whether in contract, warranty, tort, delict (including negligence, product liability, any type of civil responsibility or other theory) or otherwise) to you or any other person for cost of cover, recovery or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if zukazo has been advised of the possibility of such costs or damages. Further, except in case of gross negligence or wilful misconduct, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated hereby will not exceed at any time the total amounts during the prior six month period paid by you to zukazo in connection with the particular service and the zukazo site giving rise to the claim.
If the Sales Proceeds from Your Transactions through the Fulfilment by zukazo Service in connection with the zukazo Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the zukazo Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the zukazo Site, including products liability and bodily injury, naming zukazo and its assignees as additional insured’s. At our request, you will provide to us certificates of insurance for the coverage to the following address: HBN Network Private Ltd, Plot No. 168-A, Road No. 25, MIDC, Wagle Estate, Thane 400 604, Attention: Legal.
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, GST, issuing GST invoices/credit memos where required. Zukazo is not responsible for collecting, remitting or reporting any 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, Zukazo 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 Zukazo.
It is your responsibility as a seller on the Zukazo 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 zukazo.com. If we determine that you are not in compliance with the terms, then we may suspend the services provided to you on the Zukazo platform.
During the course of your use of our Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Zukazo's and its associates exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
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.
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. Zukazo 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 terms. This Agreement will not create an exclusive relationship between you and us.
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any Zukazo Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Zukazo Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Zukazo Site user. The terms of this paragraph do not prevent you from using other information that you acquire without reference to Zukazo Transaction Information for any purpose, even if such information is identical to Zukazo Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Zuakzo Site user.
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 Zuakao Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, 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.
We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on Zukazo seller or on the Zukazo Site, 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 Programme Policies may be made without notice to you. You should refer regularly to Your Account or Zukazo Seller, respectively, to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the zukazo Site. YOUR CONTINUED USE OF A SERVICE AFTER ZUKAZO'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
Any password we provide to you may be used only during the Term to access Your Account or Zukazo Seller, 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 Thane regarding any dispute with Zukazo 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.
Zukazo retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.
The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail. You agree we may communicate with you in English during the Term of this Agreement.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
We will send all notices and other communications (including transactional, promotional and/or commercial communication) to you at the e-mail addresses you designated for notifications and updates in your programme application or within Zukazo Seller or Your Account respectively, or at the valid phone number provided by you or any other means then specified by Zukazo. You consent to receive such communications through any mode including SMS, e-mail, phone calls etc. You may change your e-mail addresses or phone numbers via Your Account. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate. You must send all notices and other communication relating to Zukazo to us by using the applicable Contact Us form.
This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Programme Policies, which Zukazo may modify from time to time. In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies will prevail. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable Laws.
As used in this Agreement, the following terms have the following meanings:
"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Zukazo, "Affiliate" means solely its Affiliates domiciled in India.
"Zukazo Associated Properties" means any website or other online point of presence, other than the zukazo Site, through which any Zukazo Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.
"Zukazo Site" means www.zukazo.com
"Zukazo Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your Affiliates from Zukazo or its Affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.
"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business.
"Content" means copyrightable works and other content protected under applicable Laws.
"Excluded Products" means any products or other items set forth in the excluded products list for the Zukazo Site or any other Zukazo Programme Policy that applies to your use of a Service, and any other products or other items that in Zukazo's sole discretion are not supported for a Service.
"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means Indian Rupees (INR).
"Order Information" means, with respect to any of Your Products sold through the Zukazo Site, the order information and shipping information that we provide or make available to you.
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Programme Policies" means, for the Zukazo Site, all terms, conditions, policies, guidelines, rules and other information on the Zukazo Site or on Zukazo Seller, including those shown on the "Policies and Agreements" and terms of Zukazo Seller for the Zukazo Site or elsewhere in the "Help Line" of Zukazo Seller or Your Account respectively (and, for purposes of the Fulfilment by Zukazo Service, specifically including the Fulfillment by Zukazo guidelines for the Zukazo Site).
"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
"Zukazo Seller" means the online portal and tools made available by HBN to you, for your use in managing your orders, inventory and presence on the Zukazo Site.
"Service" means each of the following services that HBN makes available on or in connection with the Zukazo Site: the Selling on HBN Service and the Fulfilment by HBN Service.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which HBN may make available to you, for your use in managing your orders, inventory and presence on the Zukazo Site.
"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to HBN or its Affiliates.
"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on HBN Service and/or fulfilled or otherwise processed through the Fulfilment by HBN Service in connection with Your Account.
"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.
"Your Taxes" means all taxes leviable, i.e. incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives. Also, as it is used in the Fulfilment by HBN Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by HBNor any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by HBN; or (b) the fulfilment, shipping, gift wrapping or other actions by HBN to Your Products pursuant to the Fulfilment by HBN Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through the Zukazo Site.
The Selling on Zukazo Service ("Selling on Zukazo") is a Service that allows you to list products for sale directly via the Zukazo Site. Selling on Zukazo is operated by HBN Network Private Limited. These Selling on Zukazo Service Terms are part of the Zukazo Services Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Zukazo. By registering for or using selling on zukazo, you agree to be bound by the business solutions agreement and these selling on zukazo service terms.
20.1.1. Products and Product Information: In accordance with applicable Programme Policies, You will, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the Zukazo Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Zukazo Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Zukazo Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Zukazo Site. For each item you list on the Zukazo Site, you will provide to us the state or country from which the item ships.
20.1.2. Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Zukazo Site in the applicable product categories which are supported for third party sellers generally on the Zukazo Site on the applicable Selling on Zukazo Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the Zukazo Associated Properties or any other functions, features, advertising, or programs on or in connection with the Zukazo Site). HBN reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Zukazo Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Zukazo Site and HBN may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Clause 25.
20.1.3. Shipping and Handling Charges. For Vendor-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Zukazo Site and further subject to any shipping and handling charge Programme Policies for the Zukazo Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Zukazo-Fulfilled Products, Zukazo will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Zukazo Service Terms.
20.1.4. Credit Card Fraud. We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Clause 21.2) that has been charged for an order that we stop or cancel.
21.1. Sale and Fulfilment. Other than as described in the Zukazo Fulfilment Service Terms (if applicable to you), for the Zukazo Site for which you register or use the Selling on HBN Service, you will:
a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Zukazo -Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Zukazo Site at the time of the order and be solely responsible for and bear all risk for such activities;
b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date;
c) retrieve Order Information at least once each Business Day;
d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Zukazo Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement;
e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement);
f) provide to Zukazo information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available;
g) comply with all Street Date instructions;
h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder;
i) include an order-specific packing slip within each shipment of Your Products;
j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and
k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Zukazo -Fulfilled Products, if any, the Fulfilment by Zukazo Service Terms will apply to the storage, fulfilment and delivery of such Zukazo -Fulfilled Products.
21.2. Returns and Refunds. For all of Your Products that are not Zukazo fulfilled, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Zukazo Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of this Business Solutions Agreement. You will route all such payments through Zukazo. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are Zukazo fulfilled, the Zukazo Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Zukazo Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account as per Clause 25 In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
22.1. Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by:
a) credit card fraud for which we are responsible under Clause 20.1.4 or
b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for Zukazo -Fulfilled Products, if any, the Fulfilment by Zukazo Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
22.2. 100% Guarantee and Chargebacks. If we inform you that we have received a claim under the "100% Guarantee" offered on the Zukazo Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us:
a) proof of delivery of Your Product(s) (as applicable);
b) the applicable Zukazo order identification number; and
c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible under Clause 20.1.4; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payment Section of the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by HBN) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
Subject to this Clause, you are free to determine which of Your Products you wish to list for sale on the Zukazo Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the Zukazo Site by ensuring that at the applicable Selling on Zukazo Launch Date and thereafter:
a. the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favourable to users of the Zukazo Site as the most favourable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers);
b. customer service for Your Products listed on the Zukazo Site is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of Your Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and
c. the Content, Required Product Information and other information under Clause 20.1 regarding Your Products listed on the Zukazo Site that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Clause 20.2. For Zukazo Fulfilled Products, we acknowledge that if the shipping and handling charges associated with the sale and delivery of any of Your Products listed for sale on the Zukazo Site are included in (and not separately stated) the purchase price listed for Your Products on the Zukazo Site (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer and/or sale for the product on the Zukazo Site are at least as favourable to users of the Zukazo Site as the purchase price and each other term of offer and/or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product is offered and/or sold via any of Your Sales Channels other than the Zukazo Site.
You will pay us:
a) the applicable Referral Fee;
b) any applicable Closing Fees; and
c) if applicable, the non-refundable Sell
d) ing on Zukazo Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on Zukazo Subscription Fee" means the fee specified as such on the Selling on Zukazo Fee Schedule for the Zukazo Site at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; (y) "Closing Fees" means the applicable fee, if any, as specified in the Selling on Zukazo Fee Schedule for the Zukazo Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the Zukazo Site specified on the Selling on Zukazo Fee Schedule for the Zukazo Site at the time of Your Transaction, based on the categorization by Zukazo of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Zukazo-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
All taxes or surcharges imposed on fees payable by you to HBN will be your responsibility.
25.1. Nodal Account. All the remittances for Your Transactions (excluding COD transactions) will be made to you through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online banking or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
Subject to and without limiting any of the rights described in Clause 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.
25.2. Except as otherwise stated in this Agreement (including without limitation Clause 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 15 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Clause 21.2, on the next available Designated Day for Zukazo Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.
"Designated Day" means any particular Business Day of the week designated by Zukazo on a weekly basis, in its sole discretion, for making remittances to you.
"Payment Date" means the Designated Day falling immediately after 15 our sole discretion) of the Eligible Transaction.
"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on Zukazo Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Zukazo Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; and (g) any other applicable fee prescribed under the Programme Policies (including fee payable under the Fulfillment by Zukazo Fee Schedule for Zukazo Site), if applicable.
25.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
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 Zukazo Site and the Selling on Zukazo Service (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 Zukazo Site and the Selling on Zukazo Service 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 Zukazo Site in our sole discretion.
Upon termination of these Selling on HBN Service Terms in connection with the Zukazo Site, all rights and obligations of the parties under these Service Terms with regard to the Zukazo 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.
In addition to the General Terms, you agree that, unless otherwise agreed by HBN in advance in writing, the price stated by you for Your Products is inclusive of all taxes or levy that you may be required to remit in connection with such sale.
All payments by HBN to you shall be made subject to any applicable withholding taxes under the applicable Law. HBN will retain, in addition to its net fees together with any applicable taxes HBN 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 HBN sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, HBN 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 five (5) Business Days from the end of the relevant month, HBN shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to HBN and HBN shall provide the necessary support and documentation as may be required by you for discharging your obligations.
HBN has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case HBN successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
"Zukazo-Fulfilled Products" means any of Your Products that are fulfilled using the Zukazo Fulfillment Service.
"Zukazo Refund Policies" means the return and refund policies published on the Zukazo Site.
"Estimated Ship Date"means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Zukazo Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Zukazo designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the Zukazo Site but that we do not honour or support (but only until such time as we honour or support the same on the Zukazo Site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of its affiliates' membership-based customer loyalty or customer incentive programs.
"Refund Administration Fee" means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.
"Required Product Information" means, with respect to each of Your Products in connection with the Zukazo Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) Product code numbers and other identifying information as Zukazo may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Zukazo from time to time); (d) categorization within each Zukazo product category and browse structure as prescribed by Zukazo from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Zukazo published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) Code numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
"Vendor-Fulfilled Products" means any of Your Products that are not fulfilled using the Zukazo Fulfilment Service.
"Selling on Zukazo Launch Date" means the date on which we first list one of Your Products for sale on the Zukazo Site.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Your Transaction" is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Zukazo only.
30. Zukazo Fulfillment Service Terms
Zukazo Fulfilment ("ZF") provides fulfilment and associated services for Your Products. ZF is operated by HBN Network Private Limited.
These ZF Service Terms are part of the HBN Services Business Solutions Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in ZF. By registering for or using ZF, you agree to be bound by the business solutions agreement and these ZF service terms. Unless defined in these ZF Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.
Once you are accepted into ZF, you must apply to register each product you sell that you wish to include in the ZF programme in connection with the Zukazo Site. You may not include any product in the ZF programme which is a ZF Excluded Product for the Zukazo Site you wish to register Your Product with. We may refuse registration in ZF of any product in connection with the Zukazo Site, including on the basis that it is a ZF Excluded Product or that it violates applicable Programme Policies. You may at any time withdraw registration of any of Your Products from ZF in connection with the Zukazo Site.
You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete information about Your Products registered in ZF. You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
33.1. Except as otherwise provided in Clause 35, for the Zukazo Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to us in accordance with applicable Programme Policies for the Zukazo Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight, Destination"; and (c) all Units comply with Zukazo's labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and Zukazo will not pay any shipping costs except as provided in Clause 33.2. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Fulfilment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If Zukazo is listed on any import documentation, Zukazo reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by Zukazo will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to Clause 37).
33.2. You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit as provided in Clause 37 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to HBN, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Clause 33.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within ninety (90) calendar days after we notify you that we are in possession of it. In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.
We will provide storage services as described in these HBN Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in our Fulfilment Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them, we will, as your sole remedy, pay you the applicable Replacement Value.
Our Customers:HERE IS HOW YOU EARN• Create a Store Account: Get 500 points as a welcome bonus• Birthday Bonus: Get 1,000 points in your birthday month• Make a Purchase: Get 1 point for every Rs.1 you spend (excluding any shipping fees, taxes & purchases of gift cards)• Write a Review: Get 500 points for every review you write on our website. (the review will have to vetted and approved by Zukazo)• Upload a Review Video: Get 1000 points after we have vetted the video.HERE IS HOW YOU BENEFIT• First 1000 points: Receive a free bonus gift with your next purchase at Zukazo.com• Fir every 5000 points thereon: Receive Rs.500 to buy any product or avail any service on Zukazo.comOur Bloggers:Our Culture and Values are deep rooted in our community system. At Zukazo we do not believe in pushing products and services to our customers, we believe that if something is good will sell on its own. So if you like something from our SHOP or SERVICE and would like to share it with your friends and family then please enroll for our REFFERAL program by joining our bloggers community. You can send us your request at firstname.lastname@example.org. HERE IS HOW YOU EARN• Create a Bloggers Account: Get 500 points as a welcome bonus• Birthday Bonus: Get 1,000 points in your birthday month• You are given a unique identifier number in our systems.• You Earn Points every time a Sale is generated through your referral Purchase Value You Earn Upto 2000 1000 pointsUpto 5000 2000 pointsAbove 5000 3000 points• Write a Review: Earn 500 points for every review you write on our website.• Upload a Review Video: Earn 2000 points when you upload a review video on our youtube channel: www.youtube.com/zukazoHERE IS HOW YOU BENEFIT• First 1000 points: Receive a free bonus gift • For every 5000 points thereon: Receive Rs.500 to avail any service or product on Zukazo.com