Selling on Tamilnadu Exporters Club Service Terms

The Selling on Tamilnadu Exporters Club Service ("Selling on Tamilnadu Exporters Club") is a Service that allows you to list products for sale directly via the Tamilnadu Exporters Club Site. Selling on Tamilnadu Exporters Club is operated by Tamilnadu Exporters Club Seller Services Private Limited. These Selling on Tamilnadu Exporters Club Service Terms are part of the Tamilnadu Exporters Club Services Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Tamilnadu Exporters Club. BY REGISTERING FOR OR USING SELLING ON TAMILNADU EXPORTERS CLUB, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ON TAMILNADU EXPORTERS CLUB SERVICE TERMS. Unless defined in these Selling on Tamilnadu Exporters Club Service Terms (including the Selling on Tamilnadu Exporters Club Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.

S-1. Your Product Listings and Orders

S-1.1 Products and Product Information. You will, in accordance with applicable Programme Policies, 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Tamilnadu Exporters Club Site. For each item you list on the Tamilnadu Exporters Club Site, you will provide to us the state or country from which the item ships.

S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Tamilnadu Exporters Club Site in the applicable product categories which are supported for third party sellers generally on the Tamilnadu Exporters Club Site on the applicable Selling on Tamilnadu Exporters Club Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the Tamilnadu Exporters Club Associated Properties or any other functions, features, advertising, or programs on or in connection with the Tamilnadu Exporters Club Site). Tamilnadu Exporters Club reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Tamilnadu Exporters Club Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Tamilnadu Exporters Club Site and Tamilnadu Exporters Club 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 Section S-6.

S-1.3 Shipping and Handling Charges. For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Tamilnadu Exporters Club Site and further subject to any shipping and handling charge Programme Policies for the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club-Fulfilled Products, Tamilnadu Exporters Club will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Tamilnadu Exporters Club Service Terms. 

S-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 Section S-2.2) that has been charged for an order that we stop or cancel.

S-2. Sale and Fulfilment, Refunds and Returns

S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by Tamilnadu Exporters Club Service Terms (if applicable to you), for the Tamilnadu Exporters Club Site for which you register or use the Selling on Tamilnadu Exporters Club Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Tamilnadu Exporters Club-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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club-Fulfilled Products, if any, the Fulfilment by Tamilnadu Exporters Club Service Terms will apply to the storage, fulfilment and delivery of such Tamilnadu Exporters Club-Fulfilled Products.

S-2.2 Returns and Refunds. For all of Your Products that are not fulfilled using Fulfilment by Tamilnadu Exporters Club, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club. 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 fulfilled using Fulfilment by Tamilnadu Exporters Club, the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 defined in Section S-6). 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. 

S-3. Problems with Your Products 

S-3.1 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 Section S-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 Tamilnadu Exporters Club-Fulfilled Products, if any, the Fulfilment by Tamilnadu Exporters Club 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.

S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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: (y) credit card fraud for which we are responsible under Section S-1.4; or (z) 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 Payments 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 Tamilnadu Exporters Club) 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.

S-4. Parity with Your Sales Channels 

Subject to this Section S-4, you are free to determine which of Your Products you wish to list for sale on the Tamilnadu Exporters Club Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the Tamilnadu Exporters Club Site by ensuring that at the applicable Selling on Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Section S-1.1 regarding Your Products listed on the Tamilnadu Exporters Club 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 Section S-2.2. For Tamilnadu Exporters Club-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 Tamilnadu Exporters Club Site are included in (and not separately stated) the purchase price listed for Your Products on the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site are at least as favourable to users of the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site.

S-5. Compensation 

You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on Tamilnadu Exporters Club Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on Tamilnadu Exporters Club Subscription Fee" means the fee specified as such on the Selling on Tamilnadu Exporters Club Fee Schedule for the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Fee Schedule for the Tamilnadu Exporters Club Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the Tamilnadu Exporters Club Site specified on the Selling on Tamilnadu Exporters Club Fee Schedule for the Tamilnadu Exporters Club Site at the time of Your Transaction, based on the categorization by Tamilnadu Exporters Club 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 Tamilnadu Exporters Club-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 Tamilnadu Exporters Club will be your responsibility.

S-6 Sales Proceeds & Refunds. 

S-6.1.Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made 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 bank 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 Section 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.

S-6.2. Except as otherwise stated in this Agreement (including without limitation Section 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 14 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 Section S-2.2, on the next available Designated Day for Tamilnadu Exporters Club 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 Tamilnadu Exporters Club on a weekly basis, in its sole discretion, for making remittances to you.

"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in 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 Tamilnadu Exporters Club Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Tamilnadu Exporters Club Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Programme Policies (including fee payable under the FBA Fee Schedule for Tamilnadu Exporters Club Site), if applicable; and (h)tax collected at source under applicable Law.  

S-6.3. 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.

S-7. Control of Site 

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Tamilnadu Exporters Club Site and the Selling on Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site and the Selling on Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site in our sole discretion.

S-8. Effect of Termination 

Upon termination of these Selling on Tamilnadu Exporters Club Service Terms in connection with the Tamilnadu Exporters Club Site, all rights and obligations of the parties under these Service Terms with regard to the Tamilnadu Exporters Club 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.

S-9. Tax Matters 

In addition to the General Terms, you agree that, unless otherwise agreed by Tamilnadu Exporters Club in advance in writing, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that you may be required to remit in connection with such sale.

All payments by Tamilnadu Exporters Club to you shall be made subject to any applicable withholding taxes and tax collection at source under all applicable Laws. Tamilnadu Exporters Club will retain, in addition to its net fees together with any applicable taxes Tamilnadu Exporters Club 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 Tamilnadu Exporters Club sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, Tamilnadu Exporters Club 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, Tamilnadu Exporters Club 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 Tamilnadu Exporters Club and Tamilnadu Exporters Club shall provide the necessary support and documentation as may be required by you for discharging your obligations.

Tamilnadu Exporters Club has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Tamilnadu Exporters Club 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.

Selling on Tamilnadu Exporters Club Definitions

"Tamilnadu Exporters Club-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfilment by Tamilnadu Exporters Club Service.

"Tamilnadu Exporters Club Refund Policies" means the return and refund policies published on the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site but that we do not honour or support (but only until such time as we honour or support the same on the Tamilnadu Exporters Club 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 Tamilnadu Exporters Club Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Tamilnadu Exporters Club 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 Tamilnadu Exporters Club from time to time); (d) categorization within each Tamilnadu Exporters Club product category and browse structure as prescribed by Tamilnadu Exporters Club 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 Tamilnadu Exporters Club 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) SKU and EAN/UPC 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, Harmonized System of Nomenclature / Service Accounting Code).

"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfilment by Tamilnadu Exporters Club Service.

"Selling on Tamilnadu Exporters Club Launch Date" means the date on which we first list one of Your Products for sale on the Tamilnadu Exporters Club Site.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

"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 Tamilnadu Exporters Club only.