Art & Craft, Home Decor, Bath & Beyond, Apparels/Fashion, Stationary, Pet Care - Krerum: The Realm of Creativity

Seller Registration

Form

By and between: The individual or any legal entity (company, sole-proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory only, who has completed Krerum’s Seller Registration Form as required by Krerum (hereinafter, referred to as the “Seller/You”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART; AND “Krerum” 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. Seller and Krerum may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require. RECITALS: Krerum carries on the business inter alia, of sales promotions and marketing. The Third Party will carry out the fulfillment services, and collection services on behalf of Krerum. Krerum owns a Website; in future a Mobile App which is an online market place primarily for, but not restricted to, originally designed handmade; homemade goods, where users of the Website; Mobile App can place order/(s) on various listed product(s) or services which the Seller will fulfill. Krerum’s role is limited to managing the platform (Website; Mobile App, both defined below) over which the product(s)/services are displayed and other incidental services that are provided to enable the transactions between the Sellers and the Buyers (defined below). WHEREAS Krerum owns and operates an online market place on the website located at the URL - http://www.krerum.com (the “Website”) which acts as an online platform for different sellers to sell their products and for different buyers to access variety of products and to purchase the products offered by sellers and Krerum; Seller 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 Krerum’s Seller Registration Form to enroll as a registered seller on the Website; and As a part of the registration process, Krerum requires You to agree to the terms and conditions for offering for sale, and selling, the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement. HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERE TO 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 Seller Agreement in its entirety, including all content which is referenced in this Agreement. 1.3 “Banned Products” shall mean the Products which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws. 1.4 “Buyer” shall mean any user of the Website who purchases any Product of the Seller through the Website. 1.5 “Logistics facilitation fees” shall mean the fees payable to Krerum for availing of the courier services through Krerum’s Courier Partners. Courier charges shall mean the shipping charges for product delivery. This will be as per actual and may vary from time to time. 1.6 “Logistics facilitation Partner” shall mean the courier companies with whom Krerum has partnered for couriering / delivering the purchased Products to the Buyers. 1.7 “Fulfillment Centre” shall mean a building / warehouse, identified by Krerum to the Seller, at Krerum?s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers. 1.8 “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges. 1.9 “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 Website. 1.10 “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges. Packaging should be done as per Krerum’s packaging terms (defined below). 1.11 “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees (defined below). 1.12 “Product(s)” shall mean the product(s), made available by the Seller for sale on the Website. 1.13 “Seller Panel” shall mean a web page / account on the Website provided by Krerum to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Website. 1.14 “Selling Price” shall mean the price of a Product in INR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website. The price that you mention on the website should be inclusive of all taxes you may want to charge the consumer. Krerum will not collect nor will be liable for any taxes. 1.15 “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the Krerum’s Marketing Fees, Payment Collection Fees, logistics facilitation Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price. 1.16 “Krerum’s Marketing Fees” shall mean a percentage of the Selling Price payable to Krerum by the Seller on the sale of any Product through the Website. This percentage may vary from Product to Product, as provided in the Commercial Term Segment (defined below). 1.17 “Term” shall mean the period commencing from the date of acceptance of this Agreement by the Seller up to the termination of this Agreement in accordance with Clause 15 as provided herein below. 1.18 “Territory” shall mean the Republic of India. 1.19 “Website” shall mean the website located at the URL “www.krerum.com? or such other URL as may be specifically provided by Krerum. COMPLETION OF SELLER REGISTRATION 2.1 As a part of the registration process, you state that you have completed the Seller Registration Form and provided other relevant details as required by Krerum. You represent that You, in your individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under any law in India. 2.2 You also represent that you have provided to Krerum your 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 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. 2.4 If you are not agreeable to the terms and conditions of this Agreement, please decline to accept this Agreement. 2.5 You 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 Your Seller Panel. You agree to (a) immediately notify Krerum of any unauthorized use of Your account information or any other breach of security, and (b) ensure that You exit from Your Seller Panel at the end of each session. Krerum 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 Krerum or any other user of, or visitor to, the Website due to authorized or unauthorized use of Your Seller Panel as a result of Your failure in keeping Your Seller Panel and the account information secure, absolute, correct and confidential. 2.6 You agree that as a registered Seller of the Website, You shall not transfer / sell / trade the Seller Panel to any other person or entity. 2.7 Krerum reserves the right to determine the Sellers who may sell on the Website. Krerum also reserves the right to suspend access to registered Sellers to the Website and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. Krerum also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website. PURCHASE AND DELIVERY OF THE PRODUCT 3.1 You agree that you will abide by the terms and conditions of this Agreement and Krerum Policies, including any amendments thereto made by Krerum from time to time which may be made without notice to you. 3.2 You shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller 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. 3.3 You represent that you shall provide accurate Product information on the Seller 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 from the Buyer. 3.4 You 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 Website. Krerum 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 the part of you 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. 3.5 You shall not attempt to sell any products which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws. Krerum 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 Website or terminate this Agreement forthwith. 3.6 When a Buyer elects to purchase a Product through the Website, Krerum shall receive the order for the Product only in the capacity of an online marketplace. 3.7 For all orders placed on the Website, payments shall be collected by Krerum on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. You hereby authorize Krerum to process, facilitate, collect and remit payments 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, Krerum 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 Krerum 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, Krerum is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website. 3.8 On the Buyer making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, you will be intimated of the same through the Seller Panel. 3.9 Krerum shall provide the necessary backend infrastructure, like call center, order management system, etc., for capturing the Buyer/order details placed on you. Orders placed by the Buyer will be forwarded to you/reflected in the Seller Panel. You shall package the Product(s) in accordance with the packaging guidelines issued by Krerum from time to time and dispatch the Product(s) to the Buyer. 3.10 You shall ensure that the purchased Product is dispatched to the Buyer, within such time period which Krerum 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 Seller Panel to reflect this development. 3.11 Seller can ship products through their Logistics facilitation partner or use Krerum Logistics facilitation partner. You agree that irrespective of shipping mode (self or via Krerum) you are responsible for end delivery of the product to the consumer and communicating with the logistics partner to ensure timely delivery. If seller ships via KRERUM logistics facilitation partner: You agree that Krerum is merely an intermediary between me (the seller) and the courier partner. The courier services provided are the sole responsibility and liability of the courier company. Krerum is not liable for any damage/loss or delivery related issues. Any issues should be taken up directly with courier partner. You agree that you have entered the correct weight of the product package for shipment as charges are per 0.5kg. If the courier company communicates that actual shipping weight is greater than that uploaded by seller, seller is liable to pay the difference in shipping weight. Any dispute in weight should be taken up directly with the courier company. Retain signed copy of dispatched products with name and signature of the pickup person with weight of the parcel mentioned on it as proof of dispatch. Orders can only be scheduled for next day and cannot be scheduled for weekdays. The product is considered fulfilled on the day it has been scheduled for pickup and picked up by logistics facilitation If Pickup not ready and the order shipment is rescheduled by you, it will be considered as another pickup. Hence shipping charges for the second (and consecutive) pickups would be borne by you and deducted in final settlement. If Seller ships the Products/Goods on its own: In case of COD You are liable to pay Krerum’s Marketing fee and other fee applicable. The product is considered fulfilled when the correct tracking id and courier partner, date and receipt is provided by seller on KRERUM dashboard. No emails or any other form of communication will be considered. If the tracking id is fake or does not correspond to order no, payment will not be made and vendor can be suspended from KRERUM. The seller should be able to provide a proof of delivery with authentic customer details as per the order If seller loses the courier receipt or in case of hand delivery, we require proof of delivery on email from the customer id from which the order was placed confirming receipt of product. Fulfilment date: Sellers won’t be able to fulfill post their due date mentioned on dashboard. Due date is calculated as follows - date of order + no of days for dispatch mentioned by you on product page when the order was placed. Fulfillment date is calculated as follows for payment purpose: If Seller Ships, date of action i.e: the date you have fulfilled on dashboard is taken into consideration (not the shipping date entered by you) If Seller is using Krerum’s logistics facilitation partner then the date chosen by seller for pickup is considered. 3.12 You shall keep Krerum informed promptly on any information that shall impact the delivery of a Product to the Buyer. 3.13 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 Krerum 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 Krerum. Further, if Krerum 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 you shall be liable to pay three times the Selling Price of the Product sold, as damages to Krerum. Krerum reserves the right to adjust the above amount from any amount accrued to you pursuant to this Agreement. 4) Policies Although Krerum is not directly involved in a transaction between a buyer and a seller, we have laid down following policies for smooth transactions: 4.1 Cancellation policy 4.1.1 Seller initiated cancellation before product is dispatched The seller can choose to cancel the order by placing a request to cancel the product via the seller panel and state the reason for cancellation before the order is shipped. Cancellations will be confirmed by Krerum. For confirmed cancellations the seller is liable to pay Krerum and Krerum shall be entitled to recover from the Seller the Krerum Marketing Fee, Payment Collection Fees If Seller cancels 3 products in a month, Krerum may choose to suspend the shop. 4.1.2 Customer initiated cancellations before product is dispatched No charges will be applicable for this. Customer cancellation policy is as follows, however the seller and customer may choose to a mutual cancellation in exception to this policy also iii. All orders for personalized/ customized products cannot be cancelled. For other non-personalized/ customized orders, customer will mail us within 24hrs of placing the order with your order id. The cancellation will only be processed provided the production or dispatch has not been initiated by the designer. Our support team will confirm the same. Non delivery/Delayed delivery of products Non-Delivery occurs when a buyer places an order and submits payment, but the item has not reached the correct customer address. The following are some examples of Non-Delivery cases: An item was never sent An item was sent/delivered to an address/recipient that is not as specified as on the order details. iii. There is no proof that the item was shipped to the buyer’s address mentioned on the order details The item was dispatched but not received by the buyer (lost in transit) The product was dispatched but sent back/rejected by courier partner claiming customer is unavailable. 5.1 In case of non-delivery you are liable to refund or replace the order, as decided by the customer. The seller is liable to pay Krerum and Krerum shall be entitled to recover from the Seller the Krerum Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable) Delayed Dispatch: In case the order is not dispatched by the committed date mentioned by you while uploading the product, the buyer can claim a full refund (Product cost + shipping cost). The date taken in consideration for above is fulfillment date as defined in this agreement in 3.11. The seller is liable to pay Krerum and Krerum shall be entitled to recover from the Seller the Krerum Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable). Delayed Delivery: If the product is received after committed deadline and buyer does not want it because of delay, the buyer can claim a full refund (product cost + shipping cost). In case of refund, it will be processed after the product is received back upto a maximum of 10 days. The seller has to ensure that reverse pick up is done in maximum 10 days of refund claim. Customer will get full refund (product price+ shipping) and also be reimbursed the reverse shipping charges if reverse pick up is not done by seller. In case KRERUM is arranging for reverse pick up, seller will pay reverse shipping charges applicable to KRERUM. The seller is liable to pay Krerum and Krerum shall be entitled to recover from the Seller the Krerum Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable) Not-as-Described by the seller; In case of not-as -described by seller you are liable to provide a full refund or replacement as decided by the customer. If customer wants a replacement and a replacement is possible, seller will bear all shipping charges involved with new product also and dispatch the product in a timely fashion. In case of refund, it will be processed after the product is received back upto a maximum of 10 days. Seller has to ensure that reverse pick up is done in maximum 10 days of refund claim. Customer will get full refund (product price+ shipping) and also be reimbursed the reverse shipping charges if reverse pick up is not done by seller. In case KRERUM is arranging for reverse pick up, seller will pay reverse shipping charges applicable to KRERUM. The seller is liable to pay Krerum and Krerum shall be entitled to recover from the Seller the Krerum Marketing Fee, Payment Collection Fees, Logistics facilitation fee and courier charges (if applicable) An item is Not as Described if it is materially different from the seller’s listing description or photos. Here are a few examples of Not as Described cases: The item received is a different color, model, version, or size than the one ordered The item received is damaged/ broken / defective The item has a different design or material. The item was advertised as authentic design but is not authentic. The seller failed to disclose the fact that an item is damaged, has scratches or is missing parts. A buyer purchased three items but only received two. The condition of the item is misrepresented. For example, the description at the time of purchase said the item was “new” and the item is used/upcycled/ recycled. Exchange & Return Policy: Please go through our return policy for buyers. In case customer wants to exchange of return the product, the shipping charges (of sending old product back and sending new product) is borne by the customer. These shipping charges would be based on the shipping cost reflected with the product. In case you provide free shipping initially, it will be calculated as per weight of product entered by you. PAYMENT TERMS You shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Website. 7.1 Krerum shall have the right to amend the Krerum Marketing Fee percentage applicable to each Product category as provided in the Commercial Term Segment, with prior notice of the same to You. Accordingly, Krerum shall, at least twenty four (24) hours prior to the implementation of the revised Krerum Marketing Fee percentage for any Product, notify You, by way of an email and/or a notification on the Seller Panel detailing such modifications/amendments/revisions to the Krerum Marketing Fee. It shall be the Seller’s responsibility to review the emails / notifications sent by Krerum from time to time. Your continued use of Seller Panel (including any updating any information in Seller Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/revisions of the Krerum Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions. 7.2 Krerum 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, Seller 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. 7.3 The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Krerum either through the online system, i.e., the payment gateway offered by Krerum on the Website, or by way of cash on delivery. 7.5 You will be responsible for payment of all applicable taxes. 7.6 You agrees and acknowledges that You will pay Krerum, the Krerum Marketing Fees, Courier Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees, as provided in Commercial Term Segment, for all the orders received through Krerum. 7.7 Krerum shall release the payment of the Seller Proceeds to You, after deducting Krerum?s Marketing Fee, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable fees, as per the Commercial Term Segment. 7.8 You agree that Krerum 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. 7.9 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 Krerum liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever. Only products that are fulfilled on KRERUM dashboard provided will be considered for payment cycle. The products should also be delivered before the payment date. Products that are under return/exchange/replacement for any reason will not be released for payment settlement. In this case only when the transaction is complete will the payment be processed. The final date would be taken into account for payment cycle. 7.10 When You are Using your own Courier Service, In case of COD You are liable to pay Krerum’s Marketing fee and other fee applicable OBLIGATIONS OF THE SELLER 8.1 You 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. 8.2 During the Term, You shall appoint a representative, who shall be Krerum’s point of contact for any and all matters related to this Agreement, including all sales and delivery related matters. 8.3 You 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. 8.4 You 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. 8.5 All orders placed on the Website are covered under the “Trust Pay and 100% Money back Guarantee” program. You agree to fulfill the commitments made under the above mentioned program. The said programme protects the Buyer against inadequate performance or non-performance by the Seller. 8.6 You shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to tax. 8.7 You shall not sell the product lower than Krerum’s Price. I.e. Price displayed on www.krerum.com. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS 9.1 You agree that Krerum?s 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, Krerum is merely an intermediary and the Website 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 You and the Buyer. At no time shall Krerum have any obligations or liabilities in respect of such contract nor shall Krerum hold any rights, title or interest in the Products. Krerum 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. 9.2 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. As a large market place, Krerum will extend its services to Sellers 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 Seller. 9.3 You hereby agree 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. 9.4 You will offer standard manufacturers 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. You 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 You at all times. REPRESENTATIONS AND WARRANTIES: 10.1 The Parties hereby represent and warrant to each other as under: 10.1.1 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 10.1.2 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. 10.2 The Seller undertakes that, at all times during the Term of this Agreement, it will: 10.2.1 Abide by the terms and conditions of the Agreement, the Krerum Policies and the other Website policies, as may be applicable to the Seller; 10.2.2 Not offer for sale/sell/deliver any Banned Products or refurbished products on the Website; 10.2.3 Deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and 10.2.4 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. 10.3 The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India. 10.4 The Seller has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term. 10.5 The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of Krerum for make any representations to any Buyer or any third party or give any warranties which are of such a nature that Krerum may be required to undertake, or be liable for, whether directly or indirectly. 10.6 The Seller agrees, represents and warrants that the Seller 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. 10.7 The Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly. 10.8 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. 10.9 The Seller hereby represents and warrants to Krerum 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. 10.10 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 Website, and shall indemnify and hold harmless, Krerum, from any liability in this regard. 10.11 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. 10.12 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. 10.13 Krerum reserves the right to change, suspend or discontinue any of the Services at any time, for any reason. They will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services. 10.14 Krerum do not guarantee that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) the Services will be free of viruses or other harmful materials; or (iv) the result of using the Services will meet your expectations. You use the Services solely at your own risk. 10.15You agree, acknowledge and understand that: 10.15.1 You are using the Website provided and owned by Krerum; 10.15.2 The permission granted by Krerum to use the Website as an online market place is on a non-exclusive basis; 10.15.3 Krerum reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Website at any time; 10.15.4 Krerum shall have the right to remove the listing of any Product being offered for sale by You; 10.15.5 Krerum shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from Krerum’s Marketing Fee. You shall not object to the provision of such discounts given by Krerum; 10.15.6 Any and all data derived as a result of this Agreement will be owned by Krerum and You shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Your obligations hereunder; and 10.15.7 For the duration of the Term, the Website shall be maintained by Krerum. The ownership of the Website shall vest with Krerum and Krerum shall make its best efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative. Krerum does not warrant that the Seller will be able to use the Website and offer for sale the Seller’s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Krerum. 10.16 The Seller represents that the Seller shall not, at any time, use any intellectual property of Krerum in any manner without the prior written consent of Krerum. 10.17 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 Krerum may initiate civil and/or criminal proceedings against the Seller and Krerum may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Website and /or disqualify / bar the Seller from selling the Products on the Website. INTELLECTUAL PROPERTY RIGHTS: 11.1 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. You recognize and confirm that Krerum has the exclusive right to supervise, allow and reject the contents of the Website. Krerum shall not be liable for contents and images shared, uploaded or displayed on the Website by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only. 11.2 You hereby grant to Krerum the right to display/delist the Products (as updated or to be updated by You 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 Website. 11.3 You hereby authorize Krerum to use and include Your trademarks (as may be provided by You from time to time) and Your corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by You on the Website. 11.4 You acknowledge that Krerum is merely an intermediary with respect to the Products listed on the Website. 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 Website (including availability or sale of counterfeit goods on the Website), Krerum may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to You. 11.5 You hereby authorize Krerum to use the images/Material or description uploaded by you on the website for the promotional/marketing purposes, either online or offline. ANTI BRIBERY AND ANTI CORRUPTION POLICY: 12.1 The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards. 12.2 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 Krerum or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and Krerum reserves the right to take all appropriate actions or remedies as may be required under the circumstances. 12.3 The Seller will provide all possible assistance to Krerum in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Seller. LIABILITY 13.1 In the event of any breach or delay in the fulfillment of Your obligations by You, due to any reason, Krerum shall not be held liable/responsible. 13.2 Krerum shall not be liable for the sale of the Products by You through the Website or any loss incurred by You or the Buyer there from. CONFIDENTIALITY 14.1 The Parties acknowledge that during the existence of this Agreement, You will have access to confidential information of Krerum and its affiliates. You undertake to keep confidential all data and other confidential information supplied to You by Krerum under this Agreement and shall not sell or otherwise make that information available to any third parties. This Agreement, and the terms thereof, shall be considered to be confidential. 14.2 Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Krerum, and You will not use the same for Your 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. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of the Website or any other information which is treated as confidential by Krerum, and any other information, whether oral or in writing, received or to be received by You which is agreed to be treated under the same terms, whether expressly or by implication. 14.3 The obligations under this Clause shall survive the termination of this Agreement. INDEMNIFICATION 15.1 The Seller agrees and undertakes to indemnify and to hold harmless Krerum, 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 Krerum Policies or any other policies. 15.2 Additionally, the Seller shall, at all times and to the complete satisfaction of Krerum and without demur, at its own expense, indemnify, defend and hold harmless, Krerum and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against Krerum 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. ASSIGNMENT 16.1 The rights and obligations under this Agreement shall not be assigned or transferred by You to any third party whomsoever, during the Term of this Agreement. 16.2 Krerum shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to You. SUSPENSION AND TERMINATION: 17.1 This Agreement may be terminated: (i) By Krerum, with immediate effect, if You 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 Krerum Policies; (ii) By Krerum, without any reason, by giving You a prior written notice of seven (7) days; or (iii) By Krerum, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against You, or You make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Your assets; 17.2 Krerum also has the right to suspend Your access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period You shall not be permitted to sell Your Products on the Website) on the occurrence of any of the termination triggers specified in Clause 15.1 above or without any reason as stated in 15.1(ii) above. 17.3 Termination by the Seller: You may terminate your account with Krerum by sending a written request 7 days prior to support@Krerum.com. Please ensure you have paid the outstanding bills and you shall deliver all the orders accepted by you. CONSEQUENCES OF TERMINATION 18.1 On termination of this Agreement: 18.1.1 Krerum will, with immediate effect, block Your access to the Seller Panel and/or Website and consequently, You shall not be able to offer any Products to the Buyers thereafter; and 18.1.2 You shall return to Krerum all the confidential information of Krerum and all other properties and materials belonging to Krerum. Where the confidential information cannot be returned in material form, You shall destroy all of Krerum’s confidential information and shall provide Krerum with a certificate of destruction with respect to the same. 18.2 A Seller, whose arrangement under this Agreement has been terminated by Krerum for any reason whatsoever, shall not have the right to re-register himself /itself as a Seller on the Website at any time after such termination, unless Krerum, in its discretion, permits such re-registration. 18.3 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. 18.4 On the termination of the Agreement, You will be entitled to only the Seller Proceeds which have become due to You on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement. Krerum shall be entitled to adjust any monies, due from You to Krerum till the date of termination, from the Seller Proceeds payable to You on termination. 18.5 On Termination of the Agreement you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our website or mobile apps. Krerum may refuse service to anyone, at any time, for any reason. 18.6 If you or Krerum terminate your account, you may lose any information associated with your account, including Your Content. 18.7 The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends. 18.8 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. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION 19.1 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 Krerum. Arbitration shall be held at Vadodara, Gujarat, India. The proceedings of arbitration shall be in the English language. The Arbitrator’s award shall be final and binding on the Parties. 19.2 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. AMENDMENT 20.1 Krerum may amend the terms and conditions of this Agreement including the Commercial Term Segment and the Krerum Policies at any time in its sole discretion by intimating You 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 your responsibility to review amendment notifications from time to time. You will be deemed to have accepted/agreed for such amendments, if you continue to access the Website/Seller Panel after the amendments are notified by Krerum. 20.2 Krerum may modify any other policies such as the Terms of Service, the Privacy Policy and the Copyright Policy, at any time at its sole discretion without any notification to You. It is your responsibility to review the same from time to time. You will be deemed to have accepted these Website policies as amended, if You continue to access the Website after the modifications are posted on the Web Site. MISCELLANEOUS 21.1 If You prefer to route Your Products through Fulfillment Center of Krerum, as and when this option is made available to You by Krerum, then the following conditions shall apply: The Products will be insured by Krerum against fire, burglary, flood etc. In case of pilferage and damages (post Quality Check) risk will be borne by Krerum. The Product Details for reconciliation would be shared as per Seller requirement every fortnight. The Products lying in the Fulfillment Centre, for which order is not placed by the Buyer, shall be returned to the Seller periodically upon confirmation with Krerum. 21.2 However, in case of any claim with any insurance company or insurer, the Seller shall fully co-operate with Krerum and provide all necessary documents as may be requested by Krerum. However, all claims arising out of the damages, pilferage fire, flood and burglary of the Products, the same shall be subject to the terms and condition of the original insurance cover entered with Krerum. 21.3 Krerum shall not be responsible for any damage to the Products except where a Product is damaged in the warehouse under the Fulfillment Centre delivery model. In the event a Product is damaged in the Fulfillment Centre due to any fault solely attributable to Krerum, then Krerumshall only be liable to pay You an amount not higher than the actual cost of the Product paid by You to purchase such a Product. 21.4 Similarly, Krerum shall not be responsible for any non-delivery or delay in delivery of any Products to the Buyer unless the same is due to non-dispatch or delay in dispatch of the Seller’s Products available at the warehouse, under the Fulfillment Centre delivery model. 21.5 Force Majeure: Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties. Provided, however, that Seller shall give prompt written notice within a period of seven (7) days from the date of the force majeure occurrence to the Krerum. You shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed. 21.6 Entire Agreement: This Agreement, along with the Commercial Terms Segment and Krerum Policies shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements whether written or oral or in electronic form, (such as the Seller Registration Form), between the Parties hereto. 21.7 Notices: Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested, or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is given. Notice to You shall be issued at the address provided by You in the Seller Registration Form, as amended by You from time to time. 21.8 Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on part of any Party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party. 21.9 Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 21.10 There are several underlined words and phrases that are hyperlinked to various rules and policies on the Website. You represent that You have read this entire Agreement and the policies hyperlinked herein and made available on the Website. By accepting this Agreement, You hereby accept all the policies hyperlinked to this Agreement and other rules and policies of Krerum applicable to You. 22. COMMERCIAL TERMS: 22.1 Facilitation fees: Krerum will to charge the facilitation fees (commission) at the rate of 12% (Twelve percent) on the sale value of the Goods from you. 22.2 “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees. (Payment gateway partner charges 2%) 22.3 Service Taxes/GST: You have to pay the service taxes/ GST at the applicable rate from time to time. 22.4 Marketing fees: Krerum will to charge the marketing fees at the rate of 3% (Three percent) on the sale value of the Goods from you. 22.5 Courier Charges for actual courier are based on Logistic partner terms and may very time to time without any prior notice. 22.6“Packaging Material Charges” shall mean the charges for the packaging materials. The charges may vary from time to time depending upon the Packaging Material charges. 22.7 Payments will be made twice in a month and is subject to change at sole discretion of Krerum. The Payments are made on 15th (for sales from 22nd of previous month - 5th of same month) and 30th of every month (for sales 6th of same month - 21st of same month). ELECTRONIC AGREEMENT This Agreement (The “Agreement”) is an Electronic Document in terms of the Information Technology Act, 2000 and rules made there under and the amended provisions pertaining to electronic documents /records in various statutes as amended by the information technology act, 2000. This agreement does not require any physical, electronic or digital signature. By using our Services, you’re agreeing to our Electronic Communications Policy, which describes how we provide that information to you. It says that we can send you information electronically (by email, notification etc.) instead of mailing you paper copies and that your electronic agreement is the same as your signature on paper. This Agreement is a legally binding document between you and Krerum (both terms defined below). The terms of this agreement will be effective upon your acceptance of the same and will govern the relationship between you and Krerum, 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 Krerum. Approving a seller to sell his products on website is at sole discretion of Krerum/Krerum and not liable to an explanation. This Memorandum of Understanding (MOU) sets for the terms and understanding between the Krerum and You.

You agree to all of our terms and condition. You agree to follow all our guidelines mentioned above. You agree that we can change anything form the above agreement without any prior notice.

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Krerum Team!

+91- 9727838885/9586293255

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