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Terms & Conditions

Market Place Agreement


THIS MARKET PLACE AGREEMENT (THE “AGREEMENT”) is an electronic document in terms of the information technology act, 2000 and rules made thereunder and the amended provisions pertaining to electronic documents / records in various statutes as amended by the information technology act, 2000. This agreement does not require any physical, electronic or digital signature. The agreement is a legally binding document between You and Knottykart (both terms defined below). The terms of this agreement will be effective upon Seller’s acceptance of the same and will govern the relationship between You and Knottykart, including with respect to the listing, marketing, sale and delivery of any Product through the Knottykart Platform (defined below).


You (refereed hereinafter as “Seller”) being desirous of using “Knottykart Platform” (includes website www.Knottykart.com, mobile application, Knottykart IVR, Knottykart WAP all collectively referred to in as Platform) to offer and sell Seller’s Products (defined below) to the users of the Platform, have completed

registration process to enroll as a seller on the Platform; and


AND


Knottykart Marketing Pvt. Limited, an existing company under the provisions of Companies Act, 2013, having its registered office at R-8/3 Green Park, New Delhi-110016 (hereinafter referred to as, “Knottykart” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns) owns the brand “Knottykart” shall constitute the SECOND PART. 


Seller and Knottykart may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.


WHEREAS


1. Knottykart owns and operates an online market place on the website located at the URL www.Knottykart.com, which acts as an online platform for different sellers to sell their Products and for different buyers to access variety of to purchase the Products offered by sellers; 


2. Seller being desirous of using the Platform as a platform to offer and sell Seller’s Products (defined below) to the users of the Platform have completed Knottykart’s Seller Registration Form to enroll as a registered seller on the Platform; and


3. Knottykart has developed a unique online system (hereinafter-called the System). This system will facilitate you to avail visibility of availability of stocks and order as per your requirement online. Also, you may in times be referred orders generated through the online channel directly for servicing those orders.


HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:


1. Definitions


1.1 “Acceptance” shall mean Seller’s affirmative action of clicking on the box against the words “I Accept” provided at the end of this Agreement, by which action you clearly accept the terms and conditions of this Agreement.


1.2 “Agreement” shall mean this Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.


1.3 “Banned Products” shall mean the products/goods/articles included in the Knottykart Banned Products List, which is Annexure I to this Agreement.1.4 “Buyer” shall mean any user of the Platform who purchases any Product of the Seller through the Platform.


1.5 “Catalogue” shall mean details relevant to the sale / purchase of the Products, including the Selling Price, an

informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.


1.6 “Cataloging Fee” shall mean the fee for creating a Catalogue of the Seller’s Products to be offered through Knottykart Platform.


1.7 “Commercial Price” shall mean List Price less any discount (if any) offered by Seller.


1.8 “Courier Fees” shall mean the fees payable to Knottykart for availing of the courier services through Knottykart’s Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.


1.9 “Courier Partner” shall mean the courier companies with whom Knottykart has partnered for couriering / delivering the purchased Products to the Buyers.


1.10 “Escrow Account” shall mean a bank account opened and maintained by Knottykart with a bank in India for purposes of collecting and retaining all or any funds received from Buyers on account of the Seller until such time the Buyer confirms delivery of goods or services from the Sellers or 7 days from the date on which the goods or services are delivered to the Buyer, whichever is earlier.


1.11 “Fulfillment Centre” shall mean a building / warehouse, identified by Knottykart to the Seller, at Knottykart’s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.


1.12 “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.


1.13 “Invoice” shall mean the invoice as may be raised by the Seller on the purchase of a Seller’s Product by a Buyer, through the Platform.


1.14 “List Price” shall mean the price of a Product in INR at which a product is listed at Knottykart Platform by the Buyer.


1.15 “Listing Fee” shall mean the fee for listing a Product on Knottykart Platform.


1.16 Maximum Retail Price (MRP) – means the price in INR imprinted on Product inclusive of all taxes.


1.17 “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges.


1.18 “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.


1.19 “Knottykart’s Marketing Fees” shall mean fee payable to Knottykart by the Seller per Commercial Terms.


1.20 “Knottykart Policies” means the various policies which Knottykart may issue and make applicable on the Seller from time to time including but not limited to Seller Panel Terms of Use of the Platform which are applicable to the Seller.


1.21 “Product(s)” shall mean the product(s), made available by the Seller for sale on the Platform.


1.22 “Seller Panel” shall mean a web page / account on the Platform provided by Knottykart to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Platform.1.23 “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the Knottykart’s Marketing Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.


1.24 Selling Price shall mean Commercial Price less any discount (if any) offered by Knottykart and being final price of the Product in INR that Buyer pays.


1.25 “Shipment SLA” means SLA for delivery mention on each Product page, and it is Seller’s responsibility to honor Shipment SLA.


1.26 “Term” shall mean the period starting from the date of acceptance of this Agreement by the Seller till the termination of this Agreement in accordance with Clause 15 provided below.


1.27 “Territory” shall mean the Republic of India.


1.28 “Transfer Price” shall mean the Price at which Knottykart will be making the payment to the vendor.


1.29 “Ecommerce Partners” shall mean the online marketplaces Knottykart has partnered to sell products.


1.30 “Free PIN Codes” shall mean the default PIN codes where the seller shall deliver the orders without charge.


1.31 “Paid PIN Codes” shall mean the PIN codes where the seller shall deliver but will charge a fee as agreed.


2. SELLER REGISTRATION


2.1 As a part of the registration process, Seller state that Seller have completed the registration form and provided other relevant details as required by Knottykart. Seller represent that Seller, in Seller’s individual capacity and/or as an authorized representative of the entity registering as a seller on the Platform, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disabled by any Law

in India from entering into this Agreement.


2.2 Seller also represent that you have provided to Knottykart Seller’s information such as name, contact details, email address, account details, PAN No., Service Tax Registration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date.


2.3 Seller has the option of accepting or declining to accept this Agreement. Please provide Seller’s Acceptance to this Agreement if and only if you are agreeable to the terms and conditions provided herein. On Seller’s Acceptance of this Agreement. Knottykart will send an “Agreement Acceptance Notification,” along with a copy of this Agreement in PDF format, to the email provided in the Seller Registration Form.

The Agreement Acceptance Notification will contain a statement requesting Seller to contact Knottykart within twenty four (24) hours if the acceptance of this Agreement has not been provided by Seller. If Seller is not agreeable to the terms and conditions of this Agreement, please decline to accept this Agreement by clicking on the appropriate box and this will stop the Seller registration process.


2.4 Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Seller’s Seller Panel.

Seller agree to (a) immediately notify Knottykart of any unauthorized use of Seller’s account information or any other breach of security, and (b) ensure that Seller exit from Seller’s Seller Panel at the end of each session. Knottykart cannot and will not be liable for any loss or damage arising from Seller’s failure to comply with this Section. Seller may be held liable for losses incurred by Knottykart or any other user of, or visitor to, the Platform due to authorized or unauthorized use of Seller’s Seller Panel as a result of Seller’s failure in keeping Seller’s Seller Panel and the account information secure, absolute, correct and confidential.


2.5 Seller agrees that as a registered Seller of the Platform, Seller shall not transfer / sell / trade the Seller Panel to any other person or entity.


2.6 Knottykart reserves the right to determine the Sellers who may sell on the Platform. Knottykart also reserves the right to suspend access to registered Sellers to the Platform and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. Knottykart also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform.


3. PURCHASE AND DELIVERY OF THE PRODUCT


3.1 Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP, List Price and Transfer Price.


3.2 Seller represent that Seller shall provide accurate Product information on the Seller Panel/Platform. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Platform, Seller agree to refund any amounts that Seller may have received from the Buyer.


3.3 Seller shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Platform. Knottykart shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfillment of orders.


3.4 Seller shall not attempt to sell any products falling in the category of product prohibit for sale in India under any law for the time being in force. However Knottykart may list any product not allowed to be sold through Knottykart Platform in addition to the category of product prohibit for sale in India under any law for the time being in force. Knottykart shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Platform or terminate this Agreement forthwith.


3.5 When a Buyer elects to purchase a Product through the Platform, Knottykart shall receive the order for the Product only in the capacity of an online marketplace.


3.6 For all orders placed on the Platform, payments shall be collected by Knottykart/Ecommerce Partners on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. Seller hereby authorize Knottykart to process, facilitate, collect and remit payments to Seller, (collected either electronically or through cash on delivery), from the Buyers in respect of sale of the Products through the Platform. Seller also agree that, in doing so, Knottykart will be acting as Seller’s limited agent only with the sole intent and purpose of facilitating the sale and purchase of Products through the Platform. Seller also agrees and acknowledges that the payment facility provided by Knottykart is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions on the Platform. Further, by providing the payment facility, Knottykart is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform. Those orders allocated to Seller for servicing directly (packaging and delivery), cash on delivery payment shall be collected by the seller from the buyer.


3.7 On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.


3.8 Knottykart shall provide the necessary backend infrastructure for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by Knottykart from time to time and dispatch the Product(s) to the Buyer.3.9 Seller shall ensure that the purchased Product is dispatched to the Buyer, within  Shipment SLA, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.


3.10 The default fulfillment model provided by Knottykart for the delivery of purchased Products to the Buyers is the Knottykart LMD (Last Mile Delivery) Model as detailed herein below. Knottykart may, at its discretion, introduce other Fulfillment models listed at in this Clause, at any time in the future. On introduction of such other Fulfillment models, Knottykart may, at its discretion, offer these options to all or select Sellers. All four (4) models are detailed below for the Sellers‟ information. 


Model 1 – Self Shipping - LMD Model - (Default Model) – Seller will be responsible for packaging and delivering the right Product and right quantity to the Buyer directly. For Paid PIN Codes, seller shall deliver the right Product and right quantity to the Buyer directly and shall be compensated for the delivery as per agreed 

price.


Model 2 – SEED – In order to expedite collection and dispatch of the Products, a designated Courier Partner shall first collect all such ordered Products in packaged shipments from Seller and consolidate them at a designated  premises (consolidation center) and then the respective Products will be dispatched to the Buyers by the Courier Partners assigned by Knottykart;


Model 3 – Fulfillment by Knottykart – Seller may keep the Products in the Fulfillment Centre along with a detailed inventory of the same, Knottykart shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller from time to time and in accordance with the directions of the Seller; or 


Model 4 – Knottykart Assisted Shipping – Seller will be responsible for packaging and shipping the Product to the Buyer via any courier service identified and approved by Knottykart. Alternatively, Knottykart will assign Courier partner for each shipments and designated courier partner shall collect the shipments from Seller’s pick up center or warehouses.


3.11 Seller shall keep Knottykart informed promptly on any information that shall impact the delivery of a Product to the Buyer.


3.12 Seller confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Platform will cause great prejudice and harm to the reputation and goodwill of Knottykart and may also cause harm and prejudice to the Buyers. Seller acknowledges and warrants that Seller shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of Knottykart. Further, if Knottykart receives any complaint from any Buyer or if Seller sell or deliver wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Platform then Seller shall be liable to pay three times the Selling Price of the Product sold, as damages to Knottykart. Knottykart reserves the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement.


4. NON-DELIVERY OR RETURN OF PRODUCTS


4.1 Non delivery/return of the Product due to fault of the Seller


Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Seller, then Knottykart shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay Knottykart and Knottykart shall be entitled to recover from Seller - Knottykart Marketing Fee, Courier Charges, Payment Collection Fees, Fulfillment Charges (if applicable) and Seller Proceeds (where Knottykart has remitted the Seller Proceeds to the Seller)


4.2 Non delivery/return of the Product due to any other reason


Where the Product has not been delivered/ has been returned due to any reason which is not attributable to the Seller, then Knottykart shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product and shall cause the Product to be returned to the Seller. Upon confirmation of return of Product back to Seller in appropriate condition, Knottykart is entitled to recover any proceeds paid to Seller for that Product. 


4.3 Parties agree and acknowledge that Knottykart shall be entitled to recover/adjust any outstanding amount due and payable by Seller to Knottykart under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.


4.4 In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, Seller shall immediately update the Seller Panel / send an email to Knottykart informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. In such events, Knottykart at its discretion might cancel such orders and mark them under Seller cancellation.


4.5 Seller hereby agree to accept all Products (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.


4.6 Failing to meet same day delivery TAT (Turn around Time) of online orders of specified locations will levy a penality of Rs. 200 or 250%, whichever is higher, of marketing fee except in uncontrollable circumstances, informed in advance on the Panel


5. PAYMENT TERMS


5.1 Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Platform.


5.2 Knottykart shall have the right to amend the Knottykart Marketing Fee percentage/Transfer Price applicable to any Product as provided in the Commercial Term Segment, with prior notice of the same to Seller. Accordingly, Knottykart shall, at least twenty four (24) hours prior to the implementation of the revised Knottykart Marketing Fee percentage/Transfer Price for any Product, notify to Seller, by way of an email and/or a notification on the Seller Panel detailing such modifications/ amendments/ revisions to the Knottykart Marketing Fee/Transfer Price. It shall be the Seller’s responsibility to review the emails / notifications by Knottykart from time to time. Seller’s continued use of Seller Panel (including any updated information in Seller Panel, listing of Products, inventory maintenance, etc.) after such modifications/ amendments/ revisions of the Knottykart Marketing Fee/Transfer Price shall be deemed as acceptance of such modifications/ amendments/ revisions.


a. Failing to meet same day delivery TAT (Turn around Time) of online orders of specified locations will levy a penality of Rs. 200 or 250%, whichever is higher, of marketing fee except in uncontrollable circumstances.


b. Cancellation of orders after accepting of orders will levy a penalty of non performance star in the seller rating. Plus 250% of commission till five orders. Multiple cancellation in a month will lead to panel deactivation.


5.3 Knottykart and its Ecommerce Partners reserves the right to run promotions and offers providing benefits/discounts on the List price to the Buyer on the Platform on various Products. Similarly, Seller may provide a discount / offer on the Products. Notwithstanding the above, the Selling Price of all Products offered on the Platform shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.


5.4 The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Knottykart either through the online system, i.e., the payment gateway offered by Knottykart on the Platform, or by way of cash on delivery.


5.5 Seller will be responsible for payment of all applicable taxes including sales tax and VAT.


5.6 Seller agrees and acknowledges that Seller will pay Knottykart, the Knottykart Marketing Fees, Courier Fees and Payment Collection Fees, Fulfillment Centre Charges, any other fees, and applicable service taxes on it, as provided in Commercial Term Segment, for all the orders received through Knottykart.


5.7 Knottykart shall release the payment of the Seller Proceeds to the Seller, within Fifteen days from confirmation of delivery of Product to the Buyer, after deducting Knottykart’s Marketing Fee, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable Fees and applicable taxes, as per the Commercial Term Segment.


5.8 Seller agrees that Knottykart shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other transactions.


5.9 It is stated that all Commercial Terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render Knottykart liable or responsible for the non-delivery of the Products listed on the Platform or for any other reason whatsoever.


6. OBLIGATIONS OF THE SELLER


6.1 Seller shall maintain records of all the Products purchased by the Buyers through the Platform, all returns,

refunds, etc., as may be required for audit and regulatory purposes and for the Platform’s customer service

purposes.


6.2 During the Term, Seller shall appoint a representative, who shall be Knottykart’s point of contact for any

and all matters related to this Agreement, including all sales and delivery related matters.


6.3 Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the

Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the

quality or quantity of the Products delivered.


6.4 Seller shall be solely responsible for making any representations or warranties with respect to the quality of

the Product to the Buyer, including all relevant Product warranties.


6.5 Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws

relating to sales tax, VAT etc.


a. On receipt of an order confirmation from Knottykart, ship the products in their PIN CODE and/or

make the products available for shipping within 1 hour of acceptance of order that shall be picked

by Knottykart logistics.


b. Provide COMPANY with proof of delivery or confirmation of pick up of the products within 24

hours whichever is applicable. All orders will be verified to be delivered by the Company.


7. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS


7.1 Seller agrees that Knottykart’s role is limited to managing the Platform for the display of the Products and

other incidental services to facilitate the transactions between Seller and the Buyers. Accordingly, Knottykart is

merely an intermediary and the Platform is only a platform where the Seller may offer its Products for sale. The

contract for sale of any of the Products shall be a strictly bipartite contract between Seller and the Buyer. At no

time shall Knottykart have any obligations or liabilities in respect of such contract nor shall Knottykart hold any rights, title or interest in the Products. Knottykart shall not be responsible for any unsatisfactory or delayed

performance of the Seller including delays as a result of the Products being out of stock.


7.2 The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the

same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the

Seller alone. Knottykart will extend its services to Sellers by giving mandates to logistic partners for facilitating

the smooth functioning of the transaction between Seller and the Buyer. Any damage in transit on account of

inadequate/unsuitable packaging will be to the account of the Seller.


7.3 Seller hereby agrees to accept all sales return (cash on delivery or non-cash on delivery), which are

refused/not accepted by the Buyer at the time of delivery.


7.4 Seller will offer standard manufacturer’s or seller’s warranty actually associated with the Products.

However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be

given to the Buyer against manufacturing defect or damage. Seller shall issue a suitable, duly stamped,

manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable.

The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s

complaints will rest solely with Seller at all times.


8. REPRESENTATIONS AND WARRANTIES


8.1 The Parties hereby represent and warrant to each other as under:


8.1.1 The Parties have all requisite power and authority to execute the Agreement, deliver and perform their

obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and


8.1.2 The execution and performance of this Agreement by either Party does not and will not violate any

provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.


8.2 The Seller undertakes that, at all times during the Term of this Agreement, it will:


8.2.1 abide by the terms and conditions of the Agreement, the Knottykart Policies and the other Platform

policies, as may be applicable to the Seller;


8.2.2 not offer for sale/sell/deliver any Banned Products or refurbished Products on the Platform;


8.2.3 deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and


8.2.4 deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc.,

and applicable codes of practice, now or hereafter in effect, relating to the Seller’s performance under

this Agreement.


8.3 The Seller represents that the Seller is competent to contract and is not disqualified from contracting under

any law in India.


8.4 The Seller has and shall maintain all licenses and registrations required for selling the Products online or

otherwise during the Term.


8.5 The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or

representative of Knottykart or make any representations to any Buyer or any third party or give any warranties

which are of such a nature that Knottykart may be required to undertake, or be liable for, whether directly or

indirectly.


8.6 The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed

on the Platform, to any other website or through any other platform, at a price which is less than the Selling

Price, as listed on the Platform.


8.7 The Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact

with any Buyer directly.


8.8 The Seller agrees to attend to, and resolve, the Buyers‟ queries with regard to the delivery of the Products

and the quantity and quality of the Products within 1 (one) day from the date of receipt of such queries.


8.9 The Seller hereby represents and warrants to Knottykart that there are no restrictions, hindrances or

encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller

under this Agreement.


8.10 The Seller shall be responsible for payment of the Seller’s own taxes and any taxes/levies/cess applicable

on the Products sold through the Platform, and shall indemnify and hold harmless, Knottykart, from any liability

in this regard.


8.11 The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products

which are either self-manufactured and/or procured from legitimate channels and in compliance with all the

legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third

party and for any breach or violation of such intellectual property rights, it shall be solely responsible.


8.12 The content of the Products, the text descriptions, graphics or pictures regarding the Product being

uploaded on the Platform and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or

which is capable of hurting the religious sentiments of any segment of the population or constitute an

infringement of any intellectual property rights of any person or entity.


8.13 Seller agrees, acknowledge and understand that:


8.13.1 Seller is using the Platform provided and owned by Knottykart;


8.13.2 The permission granted by Knottykart to use the Platform as an online market place is on a non-exclusive

basis;


8.13.3 Knottykart reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or

Platform at any time;


8.13.4 Knottykart shall have the right to remove the listing of any Product being offered for sale by Seller;


8.13.5 Knottykart shall have the right to offer discounts, run promotion campaigns on the Selling Price to the

Buyers from Knottykart’s Marketing Fee. Seller shall not object to the provision of such discounts given

by Knottykart;


8.13.6 Any and all data derived as a result of this Agreement will be owned by Knottykart and Seller shall have

the right to utilize such data for the duration of the Term of this Agreement to fulfill Seller’s obligations

hereunder; and


8.13.7 For the duration of the Term, the Platform shall be maintained by Knottykart. The ownership of the

Platform shall vest with Knottykart and Knottykart shall make its best efforts to deal with any technical issues

affecting the Platform such as, for instance, the Platform becoming inoperative. Knottykart does not warrant that

the Seller will be able to use the Platform and offer for sale the Seller’s Products at all times or locations on the

Platform or that the Platform and the services provided through the Platform will be uninterrupted or error-free

or that the defects will be corrected by Knottykart.


8.13.8 Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Knottykart, and

Seller will not use the same for Seller’s own purpose or distribute such data in any form or means except for the

purpose of this Agreement and shall keep it confidential at all times.8.13.9 In the event of any breach or delay in the fulfillment of Seller’s obligations by Seller, due to any

reason, Knottykart shall not be held liable/responsible. Knottykart shall not be liable for the sale of the Products

by Seller through the Platform or any loss incurred by Seller or the Buyer therefrom.


8.14 The Seller represents that the Seller shall not, at any time, use any intellectual property of Knottykart in any

manner without the prior written consent of Knottykart. The Seller also represents that the Seller shall not

purchase any Knottykart metatags on the Internet without the prior written consent of Knottykart.


8.15 Seller agree that Seller will abide by the terms and conditions of this Agreement and Knottykart Policies,

including any amendments thereto made by Knottykart from time to time which may be made without notice to

Seller.


8.16 The Seller represents and warrants that if Seller is found indulging in providing of false or misleading

information or provision of defective or counterfeit Products, then Knottykart may initiate civil and/or criminal

proceedings against the Seller and Knottykart may, at its sole discretion, suspend, block, restrict, or cancel the

Seller’s registration on the Platform and /or disqualify / bar the Seller from selling the Products on the Platform.


9. INTELLECTUAL PROPERTY RIGHTS


9.1 Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property

of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is

identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing

by that other Party. Seller recognizes and confirms that Knottykart has the exclusive right to supervise, allow

and reject the contents of the Platform. Knottykart shall not be liable for contents and images shared, uploaded

or displayed on the Platform by the Seller regarding the Seller’s Products and all consequent liability will be

borne by the Seller only.


9.2 Seller hereby grants to Knottykart the right to display/delist the Products (as updated or to be updated by

Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc.,

of the Products for marketing/selling through the Platform.


9.3 Seller hereby authorize Knottykart to use and include Seller’s trademarks (as may be provided by Seller

from time to time) and Seller’s corporate name on the Platform and in any directory or promotional material

produced in connection with the promotion of the Platform or the Products offered by Seller on the Platform.


9.4 Seller acknowledges that Knottykart is merely an intermediary with respect to the Products listed on the

Platform. However, on receiving written notification of any alleged infringement of third party intellectual

property rights due to display or sale of any Products/third party trademark or copyrighted matter on the

Platform (including availability or sale of counterfeit goods on the Platform), Knottykart may, at its own

discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior

notice to Seller.


10. ANTI BRIBERY AND ANTI CORRUPTION POLICY


The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.

The Seller agrees to comply with “Anti-Bribery and Anti-Corruption Policy” and adopt appropriate processes to

prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all

dealings with Knottykart or any other third parties for the purpose of this Agreement. Any instances of such

violations will be viewed in a serious manner and Knottykart reserves the right to take all appropriate actions or

remedies as may be required under the circumstances. The Seller will provide all possible assistance

to Knottykart in order to investigate any possible instances of unethical behavior or business conduct violations

by an employee or hired person of the Seller.


11. INDEMNIFICATION


11.1 The Seller agrees and undertakes to indemnify and to hold harmless Knottykart, its affiliates, successors,

agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and

against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys‟ fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller’s

obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or

regulation; or (iii) any breach by the Seller of any Knottykart Policies or any other policies.


11.2 Additionally, the Seller shall, at all times and to the complete satisfaction of Knottykart and without demur,

at its own expense, indemnify, defend and hold harmless, Knottykart and its officers, directors, employees,

associates successors, representatives and agents, against any third party claim, demand, suit, action or other

proceeding brought against Knottykart or its directors, successors, representatives, agents, officers and

employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related

thereto (including attorneys’ fees) to the extent that such claim, suit, action or other proceedings are, directly or

indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and

conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role,

functions, responsibilities as specified herein, or the breach of the Seller’s representations and warranties as

contained in this Agreement, even after the termination of this Agreement.


12. LIMITATION OF LIABILITY


TO THE GREATEST EXTENT PERMISSIBLE UNDER LAW, KNOTTYKART SHALL NOT BE LIABLE

FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS,

BUSINESS, REVENUE AND/OR GOODWILL. THE MAXIMUM AGGREGATE LIABILITY

OF KNOTTYKART SHALL BE LIMITED TO INR 1,000 (INR ONE THOUSAND ONLY).


13. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION


13.1 Term: Agreement shall come into force on the Effective Date and shall continue for Twelve months unless

terminated as per terms of this Agreement.


13.2 This Agreement may be terminated by Knottykart, with immediate effect:


(i) if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as

contained in this Agreement and/or any of the Knottykart Policies;


(ii) if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an

assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is

appointed.


13.3 Knottykart also has the right to suspend Seller’s access to the Seller Panel (instead of terminating

the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Seller’s

Products on the Platform) on the occurrence of any of the termination triggers specified in Clause 13.1 above or

without any reason as stated in 13.1(ii) above.


13.4 Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for

convenience upon thirty (30) day written notice to other Party.


13.5 On termination of this Agreement:


13.5.1 Knottykart will, with immediate effect, block Seller’s access to the Platform and consequently, Seller

shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re-register himself

/itself as a Seller on the Platform at any time after such termination, unless Knottykart, in its discretion, permits

such re-registration;.


13.5.2 Seller shall return to Knottykart all the confidential information of Knottykart and all other properties and

materials belonging to Knottykart. Where the confidential information cannot be returned in material form,

Seller shall destroy all of Knottykart’s confidential information and shall provide Knottykart with a certificate of

destruction with respect to the same.


13.6 It is agreed that such provisions and obligations which, by their very nature, survive the termination of

this Agreement, shall continue to be binding on the Parties.


13.7 On the termination of the Agreement, Seller will be entitled to only the Seller Proceeds which have become

due to Seller on account of any purchase of the Products, made through the Platform, prior to the date of

termination of this Agreement.Knottykart shall be entitled to adjust any monies, due from Seller

to Knottykart till the date of termination, from the Seller Proceeds payable to Seller on termination.


13.8 Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions

contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages),

which either Party may have, arising out of the event which gave rise to the right of termination.


14. GENERAL TERMS


a) DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: If any dispute arises between

the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of,

this Agreement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996

(Indian) to be adjudicated by a sole arbitrator to be appointed by Knottykart. Arbitration shall be held at New

Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be

final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws

of India. The courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.


b) CONFIDENTIALITY: The parties shall not at any time divulge, or allow to be divulged to any person, any

Confidential Information unless the said information comes in public domain without breach by either Party

however, no party shall be precluded from disclosing any information to the extent required in the legal

proceedings. Confidential information would include but not be limited to Buyer details, market information, all

work Products and documents related thereto, the contents of the Platform or any other information which is

treated as confidential by Knottykart, and any other information, whether oral or in writing, received or to be

received by Seller which is agreed to be treated under the same terms, whether expressly or by implication. The

obligations under this Clause shall survive the termination of this Agreement


c) FORCE MAJEURE: No Party shall be liable for failure to perform its obligations due to Force Majeure.


d) DISPUTE RESOLUTION AND GOVERNING LAW: Any dispute under this Agreement shall be referred

for arbitration by a sole arbitrator to be appointed by mutual consent in accordance with the Arbitration and

Conciliation Act, 1996 at New Delhi and decision of Arbitrator will be final and binding on

Parties. Agreement shall be governed by and construed in accordance with the laws of India and the courts at

New Delhi shall have exclusive jurisdiction.


e) NOTICES: to be served by email or post to the addresses as stated above.


f) ASSIGNMENT: Parties shall not have the right to assign this Agreement except assigned to affiliates.


g) MODIFICATION: Shall be effective or binding if agreed in writing by authorized representatives.


h) EXCLUSIVITY: Non Exclusive. However, if Seller enters into an agreement with other website or platform

being into online recharge business (Mobile/ DTH/Data Card), Seller will inform Knottykart 20 days in

advance.


i) RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any

association, partnership or joint venture or employer-employee relationship in any manner.


j) ENTIRE AGREEMENT: This Agreement, including Annexure and T & C added from time to time, shall

constitute entire and final agreement between Seller and Knottykart with respect to the subject matter covered

herein.k) SURVIVAL - Any and all obligations under this Agreement which, by their very nature should reasonably

survive the termination or expiration of this Agreement, will so survive


l) SEVERABILITY - If any part or any provision of this Agreement is or becomes illegal, invalid or

unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the

remaining provisions of this Agreement.


m) NON WAIVER - No waiver, by either party, of any provision of this Agreement shall, in any event, become

effective unless the same is in writing and such waiver shall be effective only in the specific instance described

and for the purpose that the waiver is given.


n) RECORDS - Seller agrees that at all times during the term of this Agreement, shall maintain appropriate

records relating to transactions covered under this agreement and shall allow Knottykart to examine, inspect,

audit, and review all such records and any source document pertaining to the transaction covered under

this Agreement upon written notice to Seller at least five (5) business days prior notice.


o) PAYMENTS – On receipt of the MIS as mentioned above Knottykart shall submit an invoice to Seller

within 5 days. Seller shall make payment to Knottykart within ten (10) days after receipt of invoice. The

payment to Knottykart shall be subject to deduction of tax at source as per applicable laws.


p) AMENDMENT - Knottykart may amend the terms and conditions of this Agreement including the

Commercial Term Segment and the Knottykart Policies at any time in its sole discretion by intimating Seller by

way of notification on the Seller Panel and/or by sending an email to the email ID provided in the Seller

Registration Form. It is Seller’s responsibility to review amendment notifications from time to time. Seller will

be deemed to have accepted such amendments, if you continue to access the Platform/Seller Panel after the

amendments are notified by Knottykart. If any terms of this agreement conflict with any other

document/electronic record, the terms and conditions of this agreement shall prevail, until further change /

modifications are notified by Knottykart.Annexure I

List of Banned Products (Indicative List not exhaustive)

1. Adult material in any form (Print, video, MMS, image, photograph etc.)

2. Alcohol

3. Animals, whether live or dead including its parts and products

4. Any article/material banned or prohibited by any law at any given time

5. Any item/material which may assist in performance of any illegal or unlawful activity

6. Counterfeit Goods and goods/materials infringing any intellectual property rights

7. Currency, Negotiable Instruments etc;

8. Endangered species of animals and plants, whether alive or dead

9. Fire Arms, parts thereof and ammunitions, weapons, knives

10. Grey market product

11. Hazardous materials including but not limited to acid, fireworks, explosives, flammable adhesives,

poison, hazardous chemical, oil-based paint and thinners (flammable liquids), industrial solvents,

insecticides & pesticides, machinery (containing fuel),Fuel for camp stoves/lanterns/heating elements,

automobile batteries infectious substances etc.

12. Human remains or skeleton

13. Liquefied petroleum Gas cylinder

14. Maps and literature where Indian external boundaries have been shown incorrectly

15. Narcotic Drugs and Psychotropic Substances

16. Pornographic and obscene materials

17. Prescription Medicines and Drugs

18. Racially/ethnically/religiously offensive materials

19. Radioactive Materials

20. Real Estate

21. Reptile skins

22. Sex Determination Kit

23. Stocks and other Securities

24. Stolen Properties