Terms & Conditions
THIS AGREEMENT (THE “AGREEMENT")”) IS AN ELECTRONIC DOCUMENT IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 (“ITACT, 2000”), THE APPLICABLE 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 PHYSICAL OR DIGITAL SIGNATURES.
THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF
THEINFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 THAT REQUIRE PUBLISHINGTHE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS TO OR USAGEOF WWW.TTDIRECTRETAIL.COM WEBSITE.
THE AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (VENDOR)AND T T LIMITED (BOTH TERMS DEFINED BELOW). THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON EXECUTION OF THIS DOCUMENT AND WILL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES HERETO, INCLUDING WITH RESPECT TO THE LISTING, MARKETING, SALE AND DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE (DEFINED BELOW). 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 TTEMALL.
For the purpose of this Agreement, You who have completed VENDOR REGISTRATION Form as required by T T LIMITED (hereinafter referred to as the “Vendor” / “You”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates and successors) shall constitute the FIRST PART; AND T T Limited, a company incorporated under the Companies Act, 1956, having its registered office at 879, Master Prithvinath Marg Karol bagh New Delhi -110005 (hereinafter referred to as, “TTDIRECTRETAIL”, 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) shall constitute the SECOND PART.
You (Vendor) and TTDirectretail may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.
WHEREAS
TTDirectretail owns and operates an online market place on the website located at the URLhttps://TTDirectretail.com (the “Website”) which acts as an online platform for different Vendors to sell their products worldwide and for different buyers to access variety of products and to purchase the products offered by vendors; You being desirous of using the Website as a platform to offer and sell your Products (defined below) to the users of the Website have completed TTDirectretail VENDOR REGISTRATION Form to enroll as a registered vendor on the Website; and As a part of the registration process, TTDirectretail requires You to agree to the terms and conditions (including warranties/indemnities) for offering for sale, and selling, the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Vendor Panel (defined below) on the Website as detailed in this Agreement.
HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:
1.1 “Acceptance” shall mean your 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 Vendor Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement, and any amendment/s made in the manner provided hereunder.
1.3 “Prohibited Products” shall mean the products/goods/articles included in the TTDirectretail Prohibited Products List, which is hyperlinked to this Agreement.
1.4 “Buyer” shall mean any user of the Website who purchases any Product of the Vendor through the Website.
1.5 “Courier Partner” shall mean the courier companies with whom TTDirectretail has partnered for couriering / delivering the purchased Products to the Buyers.
1.6 “Courier Fees” shall mean the fees payable to TTDirectretail for availing of the courier services through TTDirectretail Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Obligation & Term Segment.
1.7 “Marketing Fees” shall mean the fees payable to TTDirectretail on receiving of orders for any product through the website as may be provided in the Commercial Obligation and Term Segment as marketing fees.
1.8 “Payment Collection Fees” shall mean the fees as may be provided in Commercial Obligation & Terms Segment.
1.9 “Fulfillment Centre” shall mean a building/ warehouse, identified by TTDirectretail to the Vendor, at TTDirectretail discretion, where Vendor may place a limited quantity of the product until the Products are sold and dispatched to the Buyers.
1.10 “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.
1.11 “Invoice” shall mean the invoice as may be raised by the Vendor on the purchase of a Vendor’s Product by a Buyer, through the Website.
1.12 “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Terms Segment as packaging material charges.
1.13 “Payment Collection Charges” shall mean the fees (or percentage) as may be provided in the Commercial Terms Segment as payment collection charges.
1.14 “Product(s)” shall mean the product(s), made available by the Vendor for sale on the Website and as reflected in the Commercial Obligation & Term Segment from time to time
1.15 “Vendor Panel” shall mean a web page / account on the Website provided by TTDirectretail to the Vendor with a unique login id and password to update the order status, price and inventory of the Products on the Website.
1.16 “Selling Price” shall mean the price of a Product in INR at which such a Product is offered for sale by the Vendor to the prospective buyer on the Website.
1.17 “Vendor Proceeds” shall mean the net amount receivable by the Vendor after deduction of the Marketing Fees, Courier Fees, Payment Collection Fees, Fulfillment Charges or any other charges (if any) from the Selling Price.
1.18 “TTDirectretail Policies” means the policies which are hyperlinked to this Agreement including the “TTDirectretail Prohibited Product List”& such other policy (including any amendments thereof) which TTDirectretail may issue and make applicable on the Vendor from time to time including the Terms of use, the Privacy Policy and the Copyright Policy of the Website which are applicable to the Vendor.
1.19 “Term” shall mean the period commencing from the date of acceptance of this Agreement by the Vendor up to the termination of this Agreement in accordance with Clause 17 as provided herein below.
1.20 “Website” shall mean the website located at the URL https://TTDirectretail.com/ or such other URL as may be specifically provided by TTDirectretail.
COMPLETION OF VENDOR REGISTRATION
You are hereby confirmed that all particulars and information provided herein are correct and you are not in any manner legally barred from providing the same. You are competent to enter into a contract.
You have the option of accepting or declining to accept this Agreement. Please provide Your Acceptance to this Agreement if and only if you are agreeable to the terms and conditions provided herein. On Your Acceptance of this Agreement, TTDirectretail will send an “Agreement Acceptance Notification” along with a copy of this Agreement in PDF format, to the email provided in the VENDOR REGISTRATION Form. The Agreement Acceptance Notification will contain a statement requesting You to contact TTDirectretail within twenty four (24) hours if the acceptance of this Agreement has not been provided by You. It is agreed that the agreement will stand concluded at New Delhi upon issuance of the aforesaid “Agreement Acceptance Notification” and for all legal purposes it will be deemed that the complete procedure, including acts by you or on your behalf as mentioned hereinabove, leading up to the said conclusion occurred at New Delhi. For the purpose of record, you shall acknowledge, through a hard copy duly signed/stamped by you, your acceptance of the terms agreed herein.
If Vendor’s are not agreeable to the terms and conditions of this Agreement, please decline to accept this Agreement by clicking on the appropriate box. This will stop the VENDOR REGISTRATION process.
You will be responsible for maintaining the confidentiality of the Vendor Panel and the information provided therein, and shall be fully responsible for all activities that occur under Your Vendor Panel. You agree to (a) immediately notify TTDirectretail of any unauthorized use of Your account information or any other breach of security, and (b) ensure that You exit from Your Vendor Panel at the end of each session. TTDirectretail cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section. You may be held liable for losses incurred by TTDirectretail or any other user of, or visitor to, the Website due to authorized or unauthorized use of Your Vendor Panel as a result of Your failure in keeping Your Vendor Panel and the account information secure, absolute, correct and confidential.
You agree that as a registered Vendor of the Website, You shall not transfer / sell / trade the Vendor Panel to any other person or entity.
TTDirectretail reserves the right to determine the Vendors who may sell on the Website. TTDirectretail also reserves the right to suspend access to registered Vendors to the Website and the Vendor Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. TTDirectretail also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website.
LISTING OF PRODUCT WITH APPROPRIATE INFORMATION, PURCHASE AND DELIVERY OF THE PRODUCT
You agree that You will abide by the terms and conditions of this Agreement and TTDirectretail Policies, including any amendments thereto made by TTDirectretail from time to time which may be made without notice to You.
You shall upload the Product listings for the sale of the Products in the appropriate category, through the Vendor Panel. You shall also be required to provide all 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. These Product listings and details shall be displayed on the Website, along with the Selling Price.
You represent that You shall provide accurate Product information on the Vendor Panel/Website. 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 Website, You agree to refund any amounts that You may have received for the sold product.
You shall be responsible for ensuring that the Vendor Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website. TTDirectretail shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on your part to provide updated and accurate Product information. You shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfillment of orders.
You shall not attempt to sell any products falling in the category of TTDirectretail Prohibited Products’ List on this Website. In case of such attempt, TTDirectretail shall be entitled to block all such products and shall also have the right to suspend or terminate the Vendor’s access to the Vendor Panel and the Website or terminate this Agreement forthwith.
When a Buyer elects to purchase a Product through the Website, TTDirectretail shall receive the order for the Product only in the capacity of an online marketplace.
For all orders placed on the Website, payments shall be collected by TTDirectretail on behalf of the Vendor, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. You hereby authorize TTDirectretail to process, facilitate, collect and receive payments due to You (collected either electronically or through cash on delivery) from the Buyers in respect of sale of the Products through the Website. You also agree that, in doing so, TTDirectretail will be merely acting as your limited agent with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. You also agree that the payment facility provided by TTDirectretail 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 Website. Further, by providing the payment facility, TTDirectretail is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.
You shall ensure that the purchased Product is dispatched to the Buyer, within such time period which TTDirectretail may prescribe from time to time, 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. You shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. You shall be responsible to update the Vendor Panel to reflect this development.
You confirm and understand that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website will cause great prejudice and harm to the reputation and goodwill of TTDirectretail and may also cause harm and prejudice to the Buyers. You acknowledge and warrant that You shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of TTDirectretail. If TTDirectretail receives any complaint from any Buyer or if You sell or deliver wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website then this Agreement may be terminated by TTDirectretail. Further, penalty as deemed fit by TTDirectretail, keeping in view the loss of goodwill suffered on account of such delay/non-delivery will duly be leviable at its discretion.
The default delivery model provided by TTDirectretail for the delivery of purchased Products to the Buyers is the Drop-Ship Model as detailed herein below. TTDirectretail may, at its discretion, introduce other delivery models listed at in this Clause, at any time in the future. On introduction of such other delivery models, TTDirectretail may, at its discretion, offer these delivery options to all or select Vendors. All three (3) delivery models are detailed below for the Vendors‟ information.
Model 1 – Drop-Ship Model - (Default Model) - You will be responsible for packaging and shipping the Product to the Buyer via courier through one of the Courier Partners;
Model 2 - One Ship Model - If You receive several orders from the Website, then in order to expedite collection and dispatch of such Products, a designated Courier Partner shall first collect all such ordered Products from You and consolidate them at a designated premises (consolidation center) and then the respective Products will be dispatched to the Buyers by the Courier Partners identified by TTDirectretail.
Model 3 - Fulfillment Centre – You may keep the Products in the Fulfillment Centre along with a detailed inventory of the same, TTDirectretail shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Vendor from time to time and in accordance with the directions of the Vendor; or
Model 4 – Vendor Self – You will be responsible for packaging and shipping the Product to the Buyer via any courier service other than the Courier Partners.
You shall keep TTDirectretail informed promptly on any information that shall impact the delivery of a Product to the Buyer.
FULFILLMENT AND INVOICING
The Vendor agrees and acknowledges that time is the essence of this Agreement without prejudice to
Vendor’s continuing obligation hereunder to perform its obligations defined in the Agreement, in particular to deliver the Products, within such time period as may prescribed from time to time, along with all required information, manuals accessories (if applicable), warranty documents (if applicable) and any other relevant documents, to enable the Buyer to optimally use the product purchased. In case of delay/non-delivery or any circumstance that it expects will cause a delay/non-delivery of any products Vendor shall notify TTDirectretail immediately within 12hrs of receipt of orders by updating vendor’s panel/sending an e-mail and also provide the following information:
The estimated period of each delay and reasons thereof;
The actions that will be taken by Vendor to avoid or overcome such delay; and
The reason of non-delivery
The date by which Vendor expects to complete performance or make delivery of the Products. Be that as it may, any delay/non-delivery of the Products, other than in case of delay/non-delivery due to occurrence of Force Majeure event, shall constitute to be breach of this Agreement. In such event this Agreement may be terminated by TTDirectretail. Further, penalty as deemed fit by TTDirectretail, keeping in view the loss of goodwill suffered on account of such delay/non-delivery will duly be leviable at its discretion.
4.2 You shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. You shall be responsible to update the Vendor Panel to reflect this development. In case of any default TTDirectretail reserve the right to impose fines/Penalty.
ADEQUATE PACKING OF PRODUCT
The Vendor shall ensure that packaging shall be sufficient to protect the Products from outside elements, so as to have no or minimal adverse effect on the quality, Vendor shall properly pack, identify and transport the Products in accordance with the requirement s of involved carriers in a manner to secure maximum safety.
NON-SHIPMENT OR RETURN OF PRODUCTS
6.1 Where the Product has not been delivered/has returned due to any reason/fault attributable to You or otherwise, then TTDirectretail shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and You shall be liable to pay TTDirectretail and TTDirectretail shall be entitled to recover from You: -
Where TTDirectretail has not remitted the Vendor Proceeds to the Vendor – Marketing Fees, Courier Fees(if applicable), Payment Collection Fees and other charges (if any). Or
Where TTDirectretail has remitted the Vendor Proceeds to the Vendor – the Vendor Proceeds along with Marketing Fees, Courier Fees, Payment Collection Fees and other charges (if any).
Parties agree and acknowledge that TTDirectretail shall be entitled to recover/adjust any outstanding amount due and payable by you to TTDirectretail under this Agreement from any Vendor proceeds payable to You and You undertake not to object to such recovery/adjustment.
You 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.
PRICING & DISCOUNTS
You shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Website. Prices of the products shall not be revised upwards except in the events detailed in with the prior consent of TTDirectretail TTDirectretail reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Products. Similarly, Vendor may provide a discount / offer on the Products by lowering the Selling Price. Notwithstanding the above, the Selling Price of all Products offered on the Website 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.
TTDirectretail shall have the right to amend the Marketing Fee percentage applicable to each Product category as provided in the Commercial Obligations and Terms Segment, with prior notice of the same to You.
Accordingly, TTDirectretail shall, at least twenty-four (24) hours prior to the implementation of the revised Marketing Fee percentage for any Product, notify You, by way of an email and/or a notification on the Vendor Panel detailing such modifications/amendments/revisions to the Marketing Fee. It shall be the Vendor's responsibility to review the emails / notifications sent by TTDirectretail from time to time. Your continued use of Vendor Panel (including any updating any information in Vendor Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/revisions of the Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions
COMPLIANCE WITH LAWS
8.1 Vendor shall comply with all the applicable laws (including without limitation Foreign Exchange Management Act, 1999 and the rules made and notifications issued there under and the Exchange Control Manual as may be issued by Reserve Bank of India from time to time, Customs Act, Information and Technology Act, 2000 as amended by the Information Technology (Amendment) Act 2008, Prevention of Money Laundering Act, 2002 and the rules made there under, Foreign Contribution Regulation Act, 1976 and the rules made there under, Income Tax Act, 1961 and the rules made there under, Export Import Policy of government of India) applicable to them respectively for using Payment Facility and Website.
8.2 All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank that supports payment facility to provide these services to the users. All such online bank transfers on payment facility are also governed by the terms and conditions agreed to between a Vendor buyer and the respective issuing bank.
8.3 In the event of sale of jewelry, Vendor shall provide hallmark certificate (in accordance with applicable laws) along with the product at the time of delivery. Further, it shall be sole responsibility of the Vendor to comply with hallmarking or other similar provisions applicable for the sale of jewelry and TTDirectretail shall not be liable whatsoever for any noncompliance in this regard. Further, Vendor shall ensure conducting of Buyer KYC in accordance with the prevention of anti-money laundering laws and other applicable laws.
PAYMENT TERMS
The Selling Price in respect of a Product purchased by a Buyer shall be received in full by TTDirectretail either through the online system, i.e., the payment gateway offered by TTDirectretail on the Website, or by way of cash on delivery. You agree and acknowledges that You will pay TTDirectretail, the Marketing Fees, Courier Fees, Payment collection fees and Service Tax due and any other fees, as provided in Commercial Obligation & Term Segment. TTDirectretail shall release the payment of the Vendor Proceeds to You within such terms as defined in Commercial Obligation & Term Segment by way of account payee cheque / RTGS/ NEFT after deducting Marketing Fees, the Courier Fees, payment collection fees and any other applicable amount, as per the Commercial Obligation & Term Segment.
You agree that TTDirectretail shall, at all times, have the right and option to deduct / adjust any payments due to, or from You in one transaction, against any payments due to, or from You in other transactions. You undertake not to object to such recovery/adjustment.
In case of any such amount withheld may ordered to released unto you in any legal proceedings, it is agreed that no interest will be payable thereupon till date of release of such order.
It is stated that all commercial terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and You and the payment facility is merely used by the Buyer and You to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render TTDirectretail liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever.
TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS
You agree that TTDirectretail role is limited to managing the Website for the display of the Products and other incidental services to facilitate the transactions between You and the Buyers. Accordingly, TTDirectretail is merely an intermediary and the Website is only a platform where the Vendor may offer its Products for sale. The contract for sale of any of the Products shall be a strictly bipartite contract between You and the Buyer. At no time shall TTDirectretail have any obligations or liabilities in respect of such contract nor shall TTDirectretail hold any rights, title or interest in the Products. TTDirectretail shall not be responsible for any unsatisfactory or delayed performance of the Vendor including delays as a result of the Products being out of stock.
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 Vendor alone. As the website will cater to a large market place, TTDirectretail will extend its services to Vendors by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between You and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Vendor.
You will offer standard manufacturer’s or vendor’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. You shall issue/ensure a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with You at all times.
ADDITIONAL OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
Vendor shall maintain records of all the Products purchased by the Buyers through the Website, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website’s customer service purposes.
During the Term, Vendor shall appoint a representative, who shall be TTDirectretail point of contact for any and all matters related to this Agreement, including all sales and delivery related matters. The Vendor further undertakes that, at all times during the Term of this Agreement: The Vendor has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term. The Vendor agrees, represents and warrants that the Vendor shall not describe himself/itself as an agent or representative of TTDirectretail or make any representations to any Buyer or any third party or give any warranties which are of such a nature that TTDirectretail may be required to undertake, or be liable for, whether directly or indirectly. The Vendor agrees, represents and warrants that the Vendor shall not, during the Term, offer the Products listed on the Website, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Website.
The Vendor agrees, represents and warrants that, the Vendor shall not, at any time during the Term, transact with any Buyer directly. The Vendor agrees and undertakes that Vendor shall not utilized the Customer data base or relevant information whatsoever to sale his products/items directly to buyer. The Vendor agrees to attend to, and resolve, the Buyers’ queries or complaints 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. The Vendor shall be responsible to comply all the relevant law/regulations including The Standards of Weights & Measures Act, 1985 as applicable to him as a Vendor for the products sold through the Website, and shall indemnify and hold harmless, TTDirectretail, from any liability in this regard. The Vendor hereby represents and warrants to TTDirectretail that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Vendor under this Agreement. The Vendor shall be responsible for payment of the Vendor’s own taxes and any taxes/levies/cess/octroi/entry tax applicable on the Products sold through the Website, and shall indemnify and hold harmless, TTDirectretail, from any liability in this regard. The Vendor 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 Vendor 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. The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Website 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.
11.4 You agree, acknowledge and understand that: You are using the Website provided and owned by TTDirectretail; The permission granted by TTDirectretail to use the Website as an online market place is on a non-exclusive basis; TTDirectretail reserves the right to deny access to, or revoke, such permission to use the Vendor Panel and/or Website at any time; TTDirectretail shall have the right to remove the listing of any Product being offered for sale by You; The Vendor represents that the Vendor shall not, at any time, use any intellectual property of TTDirectretail in any manner without the prior written consent of TTDirectretail. The Vendor also represents that the Vendor shall not purchase any TTDirectretail metatags on the Internet without the prior written consent of TTDirectretail The Vendor represents and warrants that if Vendor is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then TTDirectretail may initiate civil and/or criminal proceedings against the Vendor and TTDirectretail may, at its sole discretion, suspend, block, restrict, or cancel the Vendor's registration on the Website and /or disqualify / bar the Vendor from selling the Products on the Website.
Note: - TTDirectretail is not responsible for any non-performance or breach of any contract entered into Vendor and Buyer. TTDirectretail does not or cannot guarantee that the concerned users will perform any transaction concluded on TTDirectretail Website. Further, TTDirectretail does not make any representation or warranty as to the attributes (such as quality, worth, marketability, etc.) of the items or services proposed to be sold or offered to be sold or purchased on the website.
11.5 In terms of Information Technology (Intermediaries Guidelines) Rules 2011, Vendor agree and undertakes that Vendor shall not host, display, modify, upload, publish, transmit, update, or share any information or share /list(s) any information or item that: belongs to another person and to which you do not have any right; is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever, or unlawfully threatening or unlawfully harassing including but not limited to "Indecent representation of women" within meaning of the Indecent Representation of woman (Prohibition) Act, 1986; harm Minors in any way; infringes any patent, trademark, copyright, or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen items; (e) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming"; (f) violates any law for the time being in force; deceives or misleads the buyer about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; impersonate another person; contains software viruses or any other computer cod