Vendor’s Terms & Conditions

VENDOR’S AGREEMENT

The present Vendor’s Agreement (hereinafter called the Agreement) contains the terms and conditions that shall govern the access to use business services provided by Heyuva through a particular account or accounts and is an Agreement between You or the Business you represent (“You”) and heyuva.com. By registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the service terms and program policies for each service you register for or use in connection with the heyuva.com.

As used in this Agreement, “We,” “Us,” and “heyuva.com” means the Heyuva Company named in the applicable Business Service Terms. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.

1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under Applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Heyuva Privacy Notice.

2. Term and Termination:

You may at any time terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that 

(a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; 

(b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or 

(c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Heyuva’ legitimate interests; or 

(d) your Account Health Rating falls below our published threshold(s) for deactivation. 

We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that- 

(a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and  

3. Licence :

You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other Heyuva product or service, and to sublicense the foregoing rights to our Affiliates and operators; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable heyuva.com Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

4. Representations:

Each Party represents and warrants that: 

(a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; 

(b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; 

(c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and 

(d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority.

5. Indemnification:

You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: 

1. your actual or alleged breach of any representations you have made; 
2. any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment by heyuva.com Service, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Heyuva) or property damage related thereto; or 
3. Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or 
4. your non-compliance with applicable laws.

Heyuva indemnification obligations. Heyuva will defend, indemnify, and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to:

1. Heyuva’ non-compliance with applicable laws; or 
2. allegations that the operation of an heyuva.com Site infringes or misappropriates that third party’s intellectual property rights.

Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

6. Seller’s Warranties:

1. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
2. You allow Heyuva to retain the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.

7. Your Product Listings and Orders:

1. Products and Product Information. 

You will, in accordance with applicable terms and conditions under this Agreement, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the heyuva.com 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 heyuva.com Site comply with all applicable Laws (including all marking and labelling 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 heyuva.com Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the heyuva.com Site. For each item you list on the heyuva.com Site, you will provide to us the state or country from which the item ships.

2. Product Listing; Merchandising; Order Processing. 

We will list Your Products for sale on the heyuva.com Site in the applicable product categories which are supported for third party sellers generally on the heyuva.com Site on the applicable Selling on Heyuva Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the Heyuva Associated Properties or any other functions, features, advertising, or programs on or in connection with the heyuva.com Site). Heyuva reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the heyuva.com Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the heyuva.com Site and Heyuva 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 7.E.

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 heyuva.com Site and further subject to any shipping and handling charge Program Policies for the heyuva.com 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 Heyuva- Fulfilled Products, Heyuva will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Heyuva Service Terms.

4. Credit Card Fraud. 

We will not bear any 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 with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.

5. Sale and Fulfilment. 

Other than as described in the Fulfilment by Heyuva Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the heyuva.com Site for which you decide to register or use the Selling on Heyuva Service, you will: 

1. source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Heyuva -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 heyuva.com Site at the time of the order and be solely responsible for and bear all risk for such activities; 
2. package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; 
3. retrieve Order Information at least once each Business Day; 
4. not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the heyuva.com 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; 
5. ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); 
6. provide to Heyuva, 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; 
7. provide to Heyuva, GST invoices (sale value – commission = invoice) before dispatch of products to the customer and any delay to such shall cause you penalty.
8. notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; 
9. include an order-specific packing slip within each shipment of Your Products; 
10. Not fail in fulfilment of any order placed on heyuva.com Site, or else you agree that Heyuva has full right to impose the appropriate penalty including but not limited to, deletion of account.
11. 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 
12. 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 Heyuva- fulfilled Products, if any, the Fulfilment by Heyuva Service Terms will apply to the storage, fulfilment and delivery of such Heyuva – Fulfilled Products.
13. Not contact the customer directly through any other means, except though communication channels formally established by Heyuva or else penalty shall be imposed on the Seller.

6. Returns and Refunds. 

For all of Your Products that are not fulfilled using Fulfilment by Heyuva, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Heyuva 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 Program Policies and the terms of this Vendors Agreement. You will route all such payments through Heyuva. 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 Heyuva, the Heyuva 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 Heyuva 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. 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.

7. Delivery Errors and Nonconformities; Recalls. 

You are responsible for: any non-delivery, mis-delivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by 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 Heyuva -Fulfilled Products, if any, the Fulfilment by Heyuva Service Terms will apply to non-delivery, mis-delivery, 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.

8. Tax Matters:

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. ‘ Heyuva’ is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Heyuva will deduce the location of recipient, the billing details, place of supply and applicable taxes.

If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Heyuva will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Heyuva.

It is your responsibility as a seller on the heyuva.com Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the heyuva.com Site.

In case of any discrepancy in the reporting / returns filed by you and Heyuva, you agree that you will resolve such discrepancy immediately and indemnify Heyuva against any tax, interest and penalty payable in this regard.

9. Confidentiality and Personal Data:

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: 

1. all Confidential Information will remain Heyuva’ exclusive property except for customer personal data owned by the respective customer; 
2. you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and 
3. you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; 
4. you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and 
5. you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. 

The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.  You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Heyuva Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.

You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).

10. Limitation of Liability:

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF HEYUVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO HEYUVA IN CONNECTION WITH THE PARTICULAR SERVICE AND THE heyuva.com SITE GIVING RISE TO THE CLAIM.

11. Force Majeure: 

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

12. Relationship of Parties: 

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Heyuva is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.

13. Suggestions and Other Information:

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the heyuva.com Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

14. Modification:

We will provide at least 15 days’ advance notice in accordance with Section 13 for changes to the Agreement. However, we may change or modify the Agreement at any time with immediate effect 

1. for legal, regulatory, fraud and abuse prevention, or security reasons; 
2. to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or 
3. to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 13.

Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 12 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 2.

15. Miscellaneous:

1. Jurisdiction and Applicable Laws. This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Heyuva. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications.  The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.

2. Assignment. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Heyuva, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: 

1. in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or 
2. to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Heyuva as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. 

3. Waiver. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

4. Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. 

5. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.