Marketplace & Seller Agreement
This Marketplace & Seller Agreement is executed on the current date by and between :
The seller (Business that is registering on the SHOPY marketplace for selling the products of it’s own brands or some other brands) with legal name, registered address and all the legal information as provided by the seller in the seller registration form filled on the app/website/microsite of SHOPY and/or provided to SHOPY through email/physical post during the process of registration of the seller(The first part)
GETFREE SOLUTIONS LLP (SHOPY), the online marketplace, having registered office at Flat.No.302, 7-1-63/4/1, Chudamani Apartment, Dharam Karan Road, Ameerpet, Hyderabad Hyderabad TG 500016
- SHOPY is an online technology platform (Marketplace) accessible through web (www.shopy.in) / mobile applications owned and operated by SHOPY. Subject to the presents here, SHOPY may allow Sellers to use Marketplace, on “as-is basis” to list and display their product and other data on www.shopy.in
- The seller is an Authorised Reseller/Manufacturer of Products sold “under the brand as captured in the online seller registration and is desirous of listing, displaying and selling their Products facilitated through Marketplace to such Buyers who visit www.shopy.in
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the Parties hereby agree as follows:
Any reference herein to any clause or Annexure is to such clause or Annexure to this Agreement unless the context otherwise requires. The headings are inserted for convenience only and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, words importing the singular include the plural and vice versa, and pronouns importing a gender include each of the masculine, feminine and neutral genders. References to the knowledge, information, belief or awareness of any Person shall be deemed to include the knowledge, information, belief or awareness such Person would have if such Person had made due, reasonable, careful and proper inquiries. The words “hereof”, “hereunder” and “hereto” and words of like import, refer to this Agreement and not to any clause or Annexure hereof. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until’ each mean “to and including”. The word "including" and words of similar import when used in this Agreement will mean "including, without limitation," unless otherwise specified. In case of a conflict between the Seller Return and Refund Policy and SHOPY Policies the SHOPY Policies shall prevail. Recitals form an integral part of this Agreement.
- SELLER PRODUCT LISTINGS
- Subject to the terms of this Agreement and in reliance of the representations and warranties of Seller and on payment of the amount per the Commercial Annexure, during the term of this Agreement, SHOPY will allow Seller to list the Products for sale on Marketplace at the Listing Price determined by Seller or the Person authorised by Seller.
- SHOPY may implement mechanism to rate and provide feedback regarding Seller and Seller Products on Marketplace and such information be available publicly on Marketplace.
- Seller shall be solely responsible for the Product Information, related Content Seller Materials, Seller Products and Seller’s offer and sale of the Seller Products on Marketplace and will ensure that during the term of this Agreement Seller remains fully compliant with all Applicable Laws including all requirements under Legal Metrology Act, 2009, Food Safety and Standards Act, 2006, and rules issued thereunder.
- Seller undertakes that the Seller Materials, Seller Products (including their packaging) (i) shall not contain any Objectionable Content or any other Content that is not expressly permitted by SHOPY; and (ii) are in compliance with the agreed catalogue and content standards. Seller takes full responsibility for the contents of the packages that it hands over to Logistics Service Providers (LSP) or delivers to Buyers under this Agreement and agrees that SHOPY shall not be responsible or liable in any manner whatsoever for such contents.
- Notwithstanding any provision of this Agreement, Seller while listing Seller Product will not: (i) provide any information or otherwise seek to list for sale on Marketplace, any Excluded Products; or (ii) provide any URL or links to its website or any other website or web page(s).
- ORDER, SALE AND FULFILLMENT
- For each Seller Product sold on Marketplace, Seller shall be able to see the same on Seller Portal. If SHOPY believes in its sole discretion that a Seller Transaction represents fraudulent activity or any other reason whatsoever, SHOPY may (but is not obligated to) prohibit the Seller Transaction without any liability thereof.
- Seller shall retrieve the Order Information using the functionality enabled for Seller login of Marketplace (“Seller Login”) and agrees not to cancel any Seller Transaction except as may be permitted by SHOPY or applicable Seller Terms.
- Seller agrees and undertakes to comply with the following service levels for order fulfilment of this Agreement and acknowledges that its failure to perform or fulfil any of the service levels or other provisions of this Agreement shall have a bearing on its ranking on Marketplace and entitle SHOPY without prejudice to any other consequences and rights as may be available to SHOPY either in this Agreement or the Applicable Law.
- Seller will hand over the packed Seller Product, packed as per Packing Specifications, to the designated LSPs and Seller shall update Seller Portal with relevant shipping information, immediately upon handing over of Seller Products to and SHOPY may make such information available on Marketplace.
- Seller shall ensure that it will include within each Seller Product shipment package, the authenticity certificate/ warranty card, user manual and invoice(s). Seller shall not include any of its marketing, promotional materials or any other solicitations or any communications to Buyers including emails confirming orders without prior written approval by SHOPY.
- Seller will not substitute any item or product for an order with another item or product. In the event the order is partly delivered or there is missing accessories or freebies, Seller agrees to immediately provide the same to Buyer at Seller’s own cost.
- Title of the Seller Product will transfer from Seller to Buyer immediately the full amount of money to be paid by Buyer has been received by SHOPY either online or through Cash on Delivery (COD).
- Seller shall use the packaging material provided by or advised by SHOPY for packaging of shipments of Seller Products as per Packaging Specifications only. Seller shall at all time keep sufficient stocks of the packaging materials to meet the obligations arising under this Agreement and shall ensure that there is no wastage, pilferage or misuse of the packaging material and no part of the printed matter on the packaging material is defaced, tampered, modified or obliterated. Seller shall place orders on SHOPY for the packaging material required by it and once accepted, SHOPY will deliver the packaging material as per its delivery terms. SHOPY reserves the right to (a) charge Seller for the packaging material at any time during the Term of this Agreement as per the mutually agreed terms and (b) perform inspections to monitor usage of packaging material by Seller.
- Seller undertakes and agrees that it shall not collude with a Buyer or other Sellers or users of the Marketplace, for drawing benefits from various promotional offers including but not limited to discount or cashback through false or fraudulent transaction. If Seller is found involved in such activity, the Seller acknowledges that SHOPY reserves its right to impose penalty on Seller and recover the money amounting to five times of the benefits so drawn or maximum retail price; whichever is higher.
- Overdue Orders: SHOPY, without any liability to compensate Seller, shall have the right to cancel any order if Seller has failed to handover the packed Seller Product to LSP within agreed timelines or SHOPY understands that Seller Product is not shipped for any reason within the applicable shipping period indicated in the Order Information.
- Quality of Seller Products: Seller agrees to not sell a Seller Product unless the Seller Product is fully fit for its intended use, manufactured and produced as per FSSAI Guidelines and FSS Act 2006 and is of a style, appearance, quality and consistency that at least meets the standards as shown on the Product Information page. SHOPY reserves the right (but is not obligated) to perform quality checks before shipment of the Seller Product and approve or disapprove the Seller Product pursuant to such quality checks. SHOPY will have no liability to compensate Seller for any Seller Products disapproved by SHOPY following the aforesaid quality checks. Seller will not ship Seller Products which are not in consumable condition, damaged, defective, Excluded Products or of disapproved quality standards.
- Seller agrees to integrate its Designated Store(s) with the Marketplace for ordering, sale, delivery and return of the Seller Products.
- With respect to the orders fulfilled through Seller store(s), Seller shall source, sell, pack and hand over Seller Products at the Seller Stores(s) to Buyers or LSPs in accordance with the terms of the applicable Order Information, Seller Terms, SHOPY Policies and this Agreement.
- It is agreed that title to and risk of loss of or damage to the Seller Products that are delivered by Seller to Buyers at Seller Stores(s). Seller Stores(s) shall pass on delivery of the Seller Product to Buyer. With respect to return of Seller Products to the Seller Stores(s) or other specified and agreed locations title to and risk of loss of or damage to the Seller Products will pass to Seller when delivered by Buyer to Seller at the Seller Stores(s) or other specified and agreed locations. SHOPY does not hold and will not hold title to, or be deemed to be the owner of, any Seller Products at any time under the terms of this Agreement.
- EXCHANGES, RETURNS AND REFUNDS
- Seller agrees to abide by the Return and Refund Policy of SHOPY.
- SHOPY will make efforts to ensure that all Seller Products that are returned by a Buyer are dispatched to Seller within the period agreed between SHOPY and Seller.
- SHOPY will determine and calculate the amount of all refunds (including any Taxes to be refunded) for Seller Products returned in accordance with this Agreement and will route all such refunds on behalf of Seller to the Buyer and accordingly debit from the payment to Seller.
- Buyer Disputes: If Seller delays in resolving Buyer’s complaints or disputes relating to the Seller Products within the period of three days (including failure to perform quality checks of the returned Seller Products), then on the expiry of such period SHOPY may at its sole discretion decide and remit the refund to Buyer upon receipt of request from Buyer and recover the same from Seller. Seller agrees that it will accept SHOPY’s decision to remit the refund to Buyer without any contest or dispute. While arriving at any decision under this clause SHOPY would use reasonable efforts and opportunity of being heard will be provided to Seller and the Buyer but SHOPY does not take any responsibility to ascertain the truth of such a claim by Seller or the Buyer.
- Loss in Transit: In case of loss of Seller Product after delivery to LSP but before the delivery to Buyer, SHOPY shall make a claim to LSP or the transit insurance service provider and shall treat Seller as the beneficiary for the recoveries from LSP or transit insurance service provider. However, irrespective of claim processing by SHOPY with LSP or insurance service provider, SHOPY will settle the seller payment in a month’s time.
- INVOICING BY SELLER
- Seller shall create invoices and shipping labels for Seller Transactions through the Transaction Processing Service using the functionality enabled for Seller Account. Seller will invoice the Listing Price of the Seller Product sold to Buyer as adjusted for any discounts offered to Buyer. GST/ SGST/ CGST will be charged as per Applicable Law on the adjusted Listing Price. If SHOPY at its sole discretion decides to charge Shipping Charges and COD charges from the Buyer, Seller shall print the invoice in this regard and send the same with Seller Product to the Buyer.
- All discounts offered during the Term of this Agreement will be borne by Seller. If SHOPY offers any additional discounts over the Listing Price, SHOPY shall obtain prior approval from Seller or the Person authorised by. However, where additional discount is offered by SHOPY or not, SHOPY will be entitled for the SHOPY Fees as mentioned in the Commercial Annexure as agreed in this regard.
- Seller agrees to use the invoice and label format provided to Seller through the functionality of the Seller Account. The invoice will be placed and sent with the Seller Product shipment package prior to handing over Seller Products to the LSP or Buyer in connection with each Buyer order.
- PROBLEMS WITH SELLER PRODUCTS
Seller agrees and acknowledges that it will be solely responsible for any sale of Seller Product to Buyer that is not in accordance with the order of Buyer or SHOPY Policies. Seller further warrants to resolve all Buyer service issues in connection with such sale or delivery of Seller Products.
- EQUALITY WITH SELLER SALES CHANNELS
Seller will ensure there is equality between the offerings (e.g. listing price and other terms including but not limited to the discounts, minimum price, warranties, return and refund policies, after sales service etc. regarding the sale of the same Seller Product) by Seller on other ecommerce platform and offerings on Marketplace.
- COLLECTION OF PAYMENT BY PAYMENT GATEWAY AND PAYMENT TO SELLER
- SHOPY will collect the payment for Seller Products through payment gateways aggregators (“Payment Gateway”) or on its own. Seller authorises the Payment Gateway for processing payments, refunds and adjustments for Seller Transactions, receiving and holding Sales Proceeds on Seller’s behalf and remitting entire Sales Proceeds to SHOPY’s bank account (collectively, the "Transaction Processing Service").
- Seller agrees that as a security measure or in compliance with Applicable Law or any reason thereof, SHOPY or the Payment Gateway shall have the right (but not obligation) to impose limits or restrictions on transaction at Marketplace. Neither SHOPY nor Payment Gateway will be liable to Seller in case of any transaction failure to meet regulatory requirements or due to any technology failure or limitations of technology being used.
- If SHOPY or the Payment Gateway reasonably conclude based on the available information that Seller's actions or performance may result in Buyer disputes, charge backs or other claims, then SHOPY may, in its sole discretion, may delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due to until the completion of investigation regarding any Seller actions or performance without any further liability.
- SHOPY will remit to Seller the Sales Proceeds collected by SHOPY in respect of Seller Products delivered to Buyers, every 30 days (or on the next Business Day if the scheduled payment date falls on a non-Business Day) for the successful Seller transactions held and payment accrued since last payment to the seller, after deducting SHOPY Fees, Charges for shipping services and other amounts covered under clause 9.2, reversals because of return of Seller Product, refund to the Buyer and any other amounts due to SHOPY. All payments to seller will be subject to the deduction of tax at source under Applicable Law. For avoidance of doubt, it is clarified that SHOPY will not be obligated to pay to Seller any amount pertaining to Seller Products that have been initiated for return by Buyer.
- SHOPY reserves the right to withhold the Sales Proceeds or any portion of the Sales Proceeds in a reserve account pertaining to the disputes with Buyers or third parties arising out of any default or defect in services of Seller or the Seller Product.
- In case of Return/ Refund due to the fault of Seller as referred to in clause 9.2, SHOPY shall be entitled for the amount covered in clause 9.2.
- Seller agrees and warrants that Seller will deposit the correct amount of TDS with the Government authorities within time prescribed under the law. SHOPY, on receipt of proof of deposit of TDS by Seller, will pay the corresponding amount to Seller within fifteen days.
- CHARGES AND COSTS
- SHOPY Fees: With respect to each Seller Transaction, Seller will pay SHOPY the fees at the applicable percentage, more specifically covered under the Commercial Annexure, plus GST. Prior to each Payment Date, SHOPY will raise an invoice towards the SHOPY Fees (plus GST as per the prevailing rates) due to SHOPY for the relevant Settlement Period.
- Return/ Refund due to the fault of Seller: In case of returns/ refunds occasioned due to any reason attributable to the Seller, SHOPY shall be entitled to deduct the logistics cost and payment gateway charges, on actuals, incurred by SHOPY on such returns/ refunds from the payment to seller.
- PROPRIETARY RIGHTS AND LICENSES
- Reservation of Rights
- Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/ logos/ trademarks of the other Party without being specifically authorized in writing by that other Party.
- Seller acknowledges that, SHOPY possesses and reserves all right, title and interest in and to the Intellectual Property Rights in the trademarks and any other intellectual property, know-how developed or provided by SHOPY or its Service Providers during performance of the services under this Agreement (collectively, “SHOPY IPR”) and except as may expressly be set forth in this Agreement, no title to or ownership of any of SHOPY IPR is transferred or licensed to Seller or any other Person pursuant to this Agreement. SHOPY IPR will own the internet presence developed over time on the world-wide web of the seller including seller domain by offering the online services of the seller.
- Content and Trademark License
- Seller will ensure that during the term of this Agreement SHOPY and SHOPY's Affiliates have a royalty-free, non-exclusive right and license to use, reproduce, perform, display on Marketplace and on SHOPY Connected Properties (e.g. Facebook account of SHOPY or twitter handle of SHOPY etc.), and in advertising and other marketing communications promoting Marketplace that consist of text/ logo/ other derivative work.
- Notwithstanding the foregoing, nothing in this Agreement will be construed as restricting SHOPY from using any Seller trademarks in a manner permitted under Applicable Law without a license from Seller such as fair use or referential use, or valid license from a third party. All goodwill arising out of use of Seller trademarks by SHOPY will inure solely to the benefit of Seller.
- Usage of SHOPY Intellectual Property
- Any SHOPY IPR expressly provided or made available to Seller or its Affiliates may be used by Seller solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Seller will not:
- copy, reproduce, modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any SHOPY IPR or use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to SHOPY IPR; or
- use any SHOPY IPR to act as a consultant, service bureau or application service provider, or to permit remote access to any SHOPY IPR; or
- Except as may be expressly authorised by this Agreement, Seller will not and will cause its Affiliates not to, without the prior written approval of SHOPY, engage in, conduct, authorise, assist or encourage any marketing or promotional activities (whether by Seller, its Affiliates or any Third Party or whether online (including through links, private or public forums or URL redirection) or offline related to or referencing Marketplace or any SHOPY IPR or any trademarks of SHOPY or any of its Affiliates.
- PROMOTION AND MARKETING
SHOPY may undertake merchandising, promotion and digital marketing of SHOPY Marketplace and Seller’s Online Store including Seller Products as solely determined by SHOPY including via the SHOPY Connected Properties or any other functions, features, advertising, or programs on or in connection with Marketplace. Seller acknowledges that SHOPY will have complete rights of approval and ownership over the creative content, themes, sales literature, copy and layout of all advertising and promotional materials and programs, trade materials, business cards, invoices, stationery and other printed matter relating to such merchandising, promotion and marketing activities. Depending on mutual agreement between the Parties, SHOPY reserves the right to charge a fee from Seller for its promotion and marketing of the Storefront and Seller Products.
- Seller will, at its own expense, obtain all permits and licenses required to operate its business in accordance with Applicable Law, and will pay and discharge all applicable taxes levies and assessments which may be due for selling or offering of the Seller Products for sale on Marketplace. It is Seller's responsibility to determine the States in which it has an obligation to collect and remit any kind of taxes including GST/CGST/SGST and other levies by Governmental Authority (“Taxes”). SHOPY will remit the Taxes collected from Buyer directly to Seller and Seller will be solely responsible for remitting the Tax to the applicable Governmental Authority. If a Governmental Authority requires SHOPY to pay any of Seller's Taxes, Seller will promptly reimburse SHOPY for the amounts, fines and penalties paid and agrees to defend, indemnify and hold SHOPY harmless from and against all liabilities incurred or suffered by or assessed against SHOPY because of Seller’s failure to remit or pay timely such Taxes to the appropriate Governmental Authority. The provisions of Tax Deduction at Source (Section 51 of the CGST / SGST Act 2017) and Tax Collection at Source (Section 52 of the CGST/SGST Act, 2017) will become applicable from a date promulgated by the Government Authority and accordingly SHOPY will be entitled for Tax Deduction at Source or Tax Collection at Source from the payment to Seller.
- Seller acknowledges and agrees that while Service Providers may take the Tax related data (Tax Data) from the Seller Portal, Seller acknowledges and agrees that SHOPY and its Service Providers do not provide Tax advice, and that Seller is solely responsible for determining the applicability and accuracy of any Tax Data. As a condition of receiving the Tax data, Seller agrees to fully and forever waive any liabilities against SHOPY and the Service Provider arising from Seller's use of and reliance on such Tax Data and further agrees to defend, indemnify and hold SHOPY and its Service Provider harmless from liabilities arising from such use or reliance.
- REPRESENTATIONS, WARRANTIES AND COVENANTS
Seller represents and warrants to SHOPY that:
- it is duly organised and validly existing under the Applicable Laws and is duly registered and authorised to do the business and has all requisite government and regulatory approvals, corporate powers and authority to own and operate its business and to enter into this Agreement and while entering into this Agreement shall not violate or conflict with any agreement, contract, arrangement and understanding or any instrument, to which it is a party or by which it is bound.
- there is no action, suit, proceeding, claim, arbitration, inquiry or investigation pending against Seller, its activities, properties or assets or for its winding up which may materially affect its financial condition. It is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or Governmental Authority or instrumentality which affects the business or interests of Seller.
- Seller Products used in, offered and sold on Marketplace legally procured or manufactured and is not disabled in any manner and is allowed to sell Seller Product on Marketplace.
- Seller Product listings, Seller Material and all information provided to SHOPY is and will be accurate, complete, current are not misleading or deceptive in any manner.
- The publication, reproduction, display, modification, distribution or transmission of Seller Material or Seller Product listing does and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any Intellectual Property Rights of Third Parties, (b) constitute an invasion of a party's rights of privacy or publicity; or (c) reflect unfavourably on SHOPY, Marketplace, SHOPY Affiliates or other sellers on Marketplace.
- All Seller Products sold pursuant to this Agreement are and will not be subject to any health, safety, defect or product quality recall or prohibitive order of any Governmental Authority or otherwise not disallowed to be sold through online sales.
- All information or data uploaded or transmitted by Seller on Marketplace, or any SHOPY Connected Properties, application, or system, or to a Buyer or user shall be free from any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of Marketplace or any SHOPY Connected Properties, application, or system.
- Seller will not use Marketplace, Seller Account or Storefront to violate the security of, or gain unauthorised access to, any computer or computer network or other device or system (including unauthorised attempts to discover passwords or security encryption codes to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of Marketplace, collect any information about other users (including usernames or email addresses); or to reformat or frame any portion of Marketplace), or use Marketplace, Seller Account, Storefront or any other Seller Material, intentionally or unintentionally, to violate any Applicable Law.
- Seller shall conform with and adhere to the terms and conditions of SHOPY Policies.
- Seller Products shall be sold only in their original packages. Seller shall not, either directly or indirectly, relabel, repackage, mark, or assist any other entity to relabel, repackage, or mark the Seller Products except as may be specifically approved by SHOPY or provided in this Agreement.
- Seller agrees and accepts that it shall be fully responsible for providing complete documentation for clearing Seller Products at any check-posts by the LSP.
- Seller shall not disparage Marketplace, SHOPY, its Affiliates, their respective shareholders, officers, employees and representatives or any of their respective products or services.
- Seller will not host, display, upload, modify, publish, transmit, update or share any information that is Objectionable Content.
- MARKETPLACE PLATFORM
- Seller acknowledges that SHOPY’s role under this Agreement is limited to managing the Marketplace for the display of the Seller Products and other incidental services to facilitate online transactions between Seller and the Buyers and hence SHOPY is merely an intermediary under the terms of Information and Technology Act, 2000 and rules thereunder. The transaction for sale of any of the Products is a bipartite contract between Seller and the Buyer and SHOPY neither will have any obligations or liabilities in respect of such contract nor shall SHOPY hold any rights, title or interest in the Seller Products. SHOPY will also not be responsible for any unsatisfactory performance or any actions or inactions or omissions by the Seller including delays, defects or wrong information.
- SHOPY may not check or monitor the listings, data and Contents displayed appearing, published and transmitted on Marketplace and that SHOPY or Marketplace does not own, stock, sell, distribute or in any manner come into possession of or verifies any items or products listed or put up for sale on Marketplace. Marketplace is a technology platform which facilitates transactions among various users of the Marketplace in the Territory SHOPY is not originator of or for any Third Party or user Content on Marketplace.
Seller (“Indemnifying Party”) will defend, indemnify and hold harmless SHOPY, SHOPY Connected Properties and their Affiliates and their respective employees, directors and representatives (“Indemnified Party”) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorney’s fees) arising out of or in connection with (i) a breach of any of the representations, warranties, covenants or undertakings of the Indemnifying Party (ii) any claims relating to or based on: (a) any actual or alleged breach of any term of this Agreement or SHOPY Policies by the Indemnifying Party; (b) the Seller Sales Channels, Seller Products (including the offer, sale, fulfilment, refund, or return thereof), Seller Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing or its submissions, posting of materials or deletion thereof, and any personal injury, health hazard, death, damage to property related thereto; (c) Seller’s use of SHOPY service under this Agreement.
- Except as expressly provided in this Agreement, SHOPY does not make, and hereby waives and disclaims, any representations or warranties regarding this Agreement or the transactions contemplated hereby, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement or implied warranties arising out of course of dealing, course of performance or usage or trade and without limiting the generality of the foregoing with regard to: (i) the operations of Marketplace and Content, information, products or services included on or otherwise made available on Marketplace, (ii) the quantum of sale that may occur during the Term, and (iii) any economic or other benefit that Seller might obtain through access to the Marketplace or performance under this Agreement.
- SHOPY reserves the right to change, upgrade, modify, limit or suspend Marketplace services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. SHOPY further reserves the right to introduce new features, functionalities or applications to the services or to future versions of the Marketplace services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by SHOPY. Seller agrees and accepts that SHOPY shall have the right to modify or supplement the SHOPY Policies at any time without notice.
- Seller expressly acknowledges and agree that SHOPY shall have the full power, authority and discretion (but not the obligation) to make a determination on any dispute between Buyer and Seller, if Seller fails to settle dispute within such time period as mentioned under clause 4.5, including the remittance of the funds under a Seller Transaction that are held by Payment Gateway in accordance with this Agreement and SHOPY, its Affiliates and Payment Gateway will not be liable in any manner whatsoever. Seller acknowledges that this Agreement and the relevant SHOPY Policies may not cover all issues that may arise in connection with a Seller Transaction accordingly, Seller agrees and accepts that SHOPY shall have the right to make determinations wherever SHOPY considers appropriate having regard to the evidence received by SHOPY and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the SHOPY Policies or this Agreement.
- The prices, payment details, date, period, mode of delivery, warranties related to Seller Products and after sales services, if any, shall depend upon and be the responsibility of the Seller and SHOPY shall not be liable in any manner whatsoever. Seller acknowledges and agrees to accurately and fairly represent its offers and SHOPY does not warrant, guarantee, support or verifying the veracity or accuracy of any information Seller displays on Marketplace.
- SHOPY through customer service may aid Buyers in purchase, payment related queries, or any enquiries as may be requested by Buyers. Seller shall provide all information and assistance as may be requested by SHOPY or its customer service centre to assist Seller in resolving any queries, enquiries or grievances of Buyer. The customer service centre shall be responsible only to provide contact information of the seller contact or the for any queries, enquiries or grievances relating to the Seller Products and after sale services and Seller is solely responsible for resolving any queries, enquiries or grievances. SHOPY disclaims any liability arising due to delay in providing information to Buyers, or failure in resolution of queries, grievances and disputes of Buyers to their satisfaction.
- Seller acknowledges and accepts that since SHOPY is not a party to any Seller Transactions between Seller and Buyer or other participants and Seller releases and discharges SHOPY from any claims, disputes, demands, liabilities and damages, of any nature (whether direct, indirect, actual or consequential), arising out of or in relation to or in connection with the Seller Transactions.
- Seller, for itself and its successors, Affiliates, subsidiaries, officers, employees, shareholders, assignees or other Person or entity claiming through, by or for Seller, release and discharges forever SHOPY and all of its predecessors, successors, SHOPY Affiliates, its partners, subsidiaries, directors, officers, employees, shareholders, agents, representatives, attorneys, assignees, whether past or present, and acting or claiming through, by or for SHOPY, from any and all claims, disputes, demands, liabilities, damages, losses, debts, obligations, legal or judicial proceedings (including suits), causes of action or any rights of any kind or nature, whether accrued or unaccrued, arising or resulting from or related to the shipment or delivery of Seller Products to Buyers including tax registration or collection obligations.
Except to the extent arising out of any breach of clause 11 neither Party will be liable (whether in contract, warranty, tort, including negligence or product liability or otherwise) to the other Party or any other person for cost of cover, recovery or recoupment of any investment made by either Party or its Affiliates in connection with this Agreement, or for any loss of profit, revenue, business, or data or punitive or indirect or consequential damages arising out of or relating to this Agreement, even if such Party has been advised of the possibility in this regard. SHOPY being Intermediary within the ambits of the Information Technology Act, 2000, SHOPY’s total liability whether arising under this Agreement or otherwise or the transactions contemplated hereby shall not exceed the aggregate sum of SHOPY Fee received by SHOPY from the relevant sale transaction which is the subject matter of the claim.
SHOPY shall have the right to assign or transfer any of its rights or delegate any of its obligations under this Agreement in whole or in part to any Person without the consent of Seller; provided, however, with respect to any assignment resulting in the subsequent performance by the assignee of the obligations of SHOPY the assignee shall expressly assume and agree to perform such obligations of SHOPY in writing; and from and after the date of any such assignment, SHOPY shall have no further obligation or liability to Seller or any other Person under this Agreement. Seller shall not be voluntarily, involuntarily, directly or indirectly sub-contract or otherwise assign this Agreement to a third party without prior written acknowledgement of SHOPY. Any assignment as aforesaid shall not affect any rights that have already accrued to SHOPY prior to the assignment.
- The Parties agree and undertake that during the Term of this Agreement and thereafter, the Parties shall keep this Agreement and all data confidential, and information disclosed and divulged by one Party to another Party or which comes to its knowledge whether in print, digitalised, any other electronic form, oral or software format, whether or not marked “Confidential” (“Confidential Information”) strictly confidential. Confidential Information will include without limitation Buyer lists, new product information, price information, launch date, projections, plans, forecasts, financial, business and sourcing information, analytics, designs, specifications, software, techniques, technology, passwords and other non-public information obtained in the course of this Agreement.
- All Confidential Information relating to Marketplace and services including but limited to the password to access the Marketplace or Seller Portal or Seller Account and information derived therefrom, shall be obtained and retained by Seller in confidence and trust and except as expressly provided by this Agreement, shall not be used, duplicated, copied or disclosed by Seller in any form for the use or benefit of any Person, nor reproduced, transcribed, imitated or simulated in whole or in part. Seller may disclose relevant aspects of the Confidential Information to its employees, representatives or agents on a need to know basis who have been advised of and are bound by the confidentiality provisions of this Agreement. Seller shall notify SHOPY immediately if Seller learns of any misappropriation or misuse of Confidential Information by anyone in any manner not expressly authorised under this Agreement and shall co-operate with any efforts by SHOPY to prevent any misappropriation or misuse of Confidential Information.
- TERM AND TERMINATION
- Term: This Agreement shall take effect on the date of registration on www.shopy.in and remains valid for an initial term of one (1) years (Initial Term). The Initial Term shall be renewed automatically for successive one year period(s) (Renewal Term) after the Initial Term unless the Parties agree otherwise and upon payment of Annual Development Fee by the seller to SHOPY for Online Store and domain renewal.
- This Agreement may be terminated by SHOPY, with immediate effect, if:
- Seller is 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 SHOPY Policies; and
- a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.
- Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon 60 (sixty) days written notice to other Party. 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.
- On termination of this Agreement:
- SHOPY will, with immediate effect, block Seller’s access to the Marketplace and Seller Portal and Seller shall not have the right to re-register himself /itself as a Seller on the Marketplace at any time after such termination, unless SHOPY, in its discretion, permits such re-registration;
- Seller shall return to SHOPY, all Confidential Information of SHOPY and all other properties and materials belonging to SHOPY. Where the confidential information cannot be returned in material form, Seller shall destroy all of SHOPY’s confidential information and shall provide SHOPY with a certificate of destruction with respect to the same; and
- Seller will be entitled to only the undisputed Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Marketplace, prior to the date of termination of this Agreement. SHOPY shall be entitled to adjust any amount due from Seller to SHOPY till the date of termination, from amount payable to Seller on termination.
- Without prejudice to 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.
- GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the Indian laws. The competent courts in Noida shall have exclusive jurisdiction in all matters or disputes arising out of this Agreement.
(i) Entire Agreement: This Agreement sets forth the entire understanding of the Parties and supersedes all prior or simultaneous representations, letters, proposals, MoU, LoI and understandings between the Parties hereto, with respect to the subject matter hereof. Each Party acknowledges that it has not been induced to enter into this Agreement by, and to the extent permitted by applicable law, a Party is not liable to another Party in contract or tort or in any other way for, a representation or warranty that is not set out in this Agreement. (ii) Amendment: This Agreement may be amended only by a written instrument signed by a duly authorized representative of each of the Parties. (iii) Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties. (iv) Waiver: No provision of this Agreement nor any breach thereof will be considered waived by either Party, unless such waiver is in writing signed on behalf of that Party and no such waiver will constitute a waiver of, or excuse for any other or subsequent breach of this Agreement. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in a duly executed written instrument. (v) Survival: Certain provisions of this Agreement which by their very nature ought to survive, shall so survive the termination of this Agreement. (vi) Non-Exclusivity: Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with Third Parties. (vii) Principal-to-Principal basis: It is hereby agreed that this Agreement is on principal-to-principal basis and neither Party. This Agreement is being executed in 2 (two) counterparts, each of which shall be deemed an original and all of such counterparts taken together are deemed to constitute one and the same Agreement. (viii) Notices: Any notice or other communication under this Agreement given by either Party to the other Party to be served by email or post to the addresses as stated above. (ix) Right of Set-off: SHOPY and Seller acknowledge and agree that SHOPY has the right to set-off any payments owed to Seller by the amount of any amount receivable by SHOPY. SHOPY may obtain reimbursement of any amounts owed by Seller to SHOPY by deducting from future payments owed to Seller or seeking such reimbursement from Seller by any other lawful means. Seller hereby authorises SHOPY to use any or all the foregoing methods to seek reimbursement. (x) No Presumption Against Drafting Party: Each of the Parties acknowledges that any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party has no application and is expressly waived. (xi) Force Majeure: Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by any reason beyond its reasonable control, such as fire, flood, earthquake, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, embargoes and other similar governmental actions, computer hacking, unauthorised access to computer data and storage device, system failure, virus, attacks, bugs, computer crashes, breach of security and encryption or any other cause which is beyond the control of affected Party (a "Force Majeure Event"). The affected Party will immediately notify the other by reasonable detail of the Force Majeure Event. If a Force Majeure Event continues for more than 30 days, either Party may, by a written notice to the other Party, terminate this Agreement, without liability. (xiii) Press Releases and other Communications: Without the prior written consent from SHOPY, Seller will not issue any press releases (which includes electronic or print media), or otherwise make any public statements or communications regarding this Agreement and its terms.
Whenever used in this Agreement with initial letters capitalised, the following terms will have the following specified meaning;
- “Affiliate” shall mean any Person or entity that, directly or indirectly Controls, is Controlled by, or is under common Control with, a Party whereas “Controlled by” or “Controls” has the meaning as defined under section 2(27) of the Companies Act, 2013.
- “Agreement” shall mean this Agreement and any modifications or variations thereto in accordance with the terms hereof.
- “Applicable Law” shall mean all applicable laws, statutes, ordinances, rules, regulations, guidelines, policies and other pronouncements including amendments thereof having the force of law by Central, State, municipality, court, tribunal, Governmental Authority, ministry, department, commission or any judicial forum.
- “Authorised Seller” means a Person designated by a manufacturer/ authorised distributor/ brand and authorised to sell or distribute the Seller Products in the Territory (including through online sales) to consumers under a valid written contract with the manufacturer.
- “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorised by Applicable Law of India to be closed in Aligarh, India.
- “Buyer” shall mean any individual, group of individuals, firm, company or any other entity placing an order to purchase the Seller Products on Marketplace for their own use.
- “Content” means images, videos, text, designs, themes, styles, fonts, colours, concepts, drawings, sketches, illustrations, charts, plans, tables, layouts, diagrams, specifications, images, photographs, audios, artwork and other works in physical, electronic or other form.
- “Excluded Products” means: (i) alcoholic beverages; (ii) cigars, cigarettes, or other tobacco products; (iii) guns intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives; (iv) any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase; (v) any product that contains ingredients regulated under Applicable Law; (vi) ‘sex and sensuality’ products; adult goods and services pornography and other sexually suggestive materials (including literature, imagery and other media) (vii) loose gemstone products; (viii) any jewellery (including watch) product for which Seller either is not an “authorised reseller” (as designated by the product’s manufacturer or distributor), or does not provide to customers the manufacturer’s standard warranty therefore; (ix) any electronic product for which Seller either is not an “authorised reseller” (as designated by the product’s manufacturer or Authorised Seller), or does not provide to customers the manufacturer’s standard warranty for the product (x) Copyright unlocking devices mod chips or other devices designed to circumvent copyright protection, copyrighted media unauthorised copies of books, music, movies, and other licensed or protected materials, copyrighted software unauthorised copies of software, video games and other licensed or protected materials, including original equipment manufacturer or bundled software (xi) counterfeit, fake, refurbished, grey market and unauthorised goods (xii) cable descramblers and black boxes devices intended to obtain cable and satellite signals for free (xiii) replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorised goods (xiv) hacking and cracking materials manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property illegal goods materials, products, or information promoting illegal goods or enabling illegal acts (xv) weapons firearms, ammunition, knives, brass knuckles, gun parts, and other armaments (xvi) any product or service, which is prohibited by Applicable Law or not in compliance with Applicable Laws (xvii) any other types of products as per the sole discretion of SHOPY.
- "Governmental Authority" means any government, regulatory authority, governmental department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or any municipality, district or other subdivision thereof and etc., including any office or body exercising any powers of discharging any functions under constitution, statutory or delegated legislation or under delegated executive powers in any relevant jurisdiction.
- “Intellectual Property Right” means any patent, copyright, moral right, trademark, service marks, logos, commercial names, logo identity, logo guidelines, domain names, patents, designs, business processes, semiconductor topography rights or industrial property, know how, software, programs, process, source code, concept, idea, systems, process flow, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any other intellectual property right arising under any Applicable Laws and all ancillary and related right, including all rights of registration and renewal and causes for action for violation, misappropriation or infringement of any of the foregoing.
- “Listing Price” means the total amount payable or paid for a Seller Product after the Seller discounts but excluding any amount charged by Marketplace.
- “LSP” means logistics service providers or Indian postal department or representatives assigned by SHOPY.
- “Marketplace” means that website or mobile site or a mobile application, the home page of which is identified by the URL www.shopy.in, and any successor or replacement website. For the avoidance of doubt, “Marketplace” does not include any other websites or mobile sites maintained by or for SHOPY or its Affiliates, or any websites or mobile sites that may be linked to or from Marketplace.
- “Objectionable Content” means information or content that (a) belongs to another person and to which the user does not have any right to; (b) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, 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; (c) harm minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonate another person; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
- “Order Information” means, with respect to any Seller Product sold on Marketplace, the following information: the name of the customer, customer email addresses, the name of the recipient, the shipping address, the quantity to be shipped, and any special comments included by SHOPY in its discretion.
- “Packing Specifications” means the SHOPY guidelines, specifications including modifications thereof for using SHOPY provided packaging material used as outer sleeve for packing of Seller Products.
- “Party” means each contracting party is referred as Party and collectively as Parties and includes their respective successors and permitted assigns.
- “Payment Date” means the due date for making payment to Seller as per clause 8.
- “Payment Gateway” has the meaning set forth in clause 8 of this Agreement.
- “Person” shall mean any individual, partnership, corporation, Governmental Authority, trust, trustee, unincorporated organisation and the heirs, executors, administrators or other legal representatives of any individual.
- “Product Information” means, with respect to each Seller Product, the following (including to the extent expressly required under SHOPY Policies): (i) description; (ii) Stock Keeping Unit (SKU) and other identifying information as SHOPY may reasonably request; (iii) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by SHOPY from time to time); (iv) categorisation within each SHOPY product category and browse structure are prescribed by SHOPY from time to time; (v) digitised image that accurately depicts only the Seller Product and does not include any additional logos, text or other markings; (vi) Listing Price; (viii) any text, disclaimers, warning, notices, labels, or other Content required by Applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Seller Product; (ix) brand; (x) model; (xi) product dimension; (xii) weight; (xiii) a delimited list of technical specifications; (xiv) SKU and UPC numbers (and other identifying information as SHOPY may reasonably request) for accessories related to the Seller Product that are available with the Seller Product; and (xv) any other information requested by SHOPY or required by Applicable Law.
- “Sales Proceeds” means amount collected by SHOPY or its LSPs against Seller Transaction (excluding all Shipping Charges), including any Taxes separately stated and charged.
- “Seller Portal” means the interface for the Seller on Marketplace and Seller Account” has the meaning set forth in clause 3 of this Agreement.
- “Seller Materials” means all Seller trademarks, tag lines, punch line, Seller Content, Product Information, information, data, materials, and other items provided or made available by Seller to SHOPY or its Affiliates or Service Providers.
- “Seller Product” means products listed by the Seller; whereas Seller is the Authorised Seller of such products under the brand name owned by the Seller or the Seller has the right to use such trademarks belonging to any third party or Seller has the right to sell such product.
- “Seller Return and Refund Policy” means the policies of Seller for return of the Seller Products to Seller and refunds of payment for the returned Seller Products provided by Seller to SHOPY and displayed on Marketplace.
- “Seller Sales Channels” means the Seller stores, websites or any other mode through which Seller is or will be selling its Seller Product either directly by the Seller or any by a person authorized by the Seller or by a person executing sale on behalf of Seller.
- “Seller Terms” means all applicable Seller terms to source, sell, fulfil ship and deliver Seller Products provided by Seller and displayed on Marketplace including Seller Return and Refund Policy provided to SHOPY and commensurate to the terms and conditions of this Agreement.
- “Seller Transaction” means any sale of a Seller Product on Marketplace.
- “Service Providers” means any Third Party who is responsible for providing products or services to SHOPY.
- “Settlement Period” means each of the periods described in clause 8.
- “Shipment Information” means, with respect to any Seller Product, the estimated or promised shipment and delivery date, shipment and order status and tracking of Seller Products.
- “Shipping Charges” shall mean the logistics, courier, postal charges to be charged from the Buyer for shipping and delivering the Seller Product to Buyer.
- “Storefront or Online Store” means a virtual electronic store created on Marketplace or its microsite for the sale of Seller Products through the Marketplace.
- “SHOPY Branding Guidelines” means the SHOPY branding guidelines a copy of which already provide to the Seller and includes any modification or substitution of the branding guidelines.
- “Code of Conduct” means the Code of Conduct a copy of which already provide to the Seller and includes any modification or substitution of the code of conduct.
- “SHOPY Connected Property” means any website or other service, feature or online presence through which Marketplace and products or services available on Marketplace are offered, merchandised, advertised, syndicated or described.
- “SHOPY Fee” means the amounts payable by Seller to SHOPY as set forth in the Commercial Annexure for using Marketplace or any other services.
“SHOPY Policies” means policies issued by SHOPY, terms or conditions published on Marketplace or shared with Seller and modifications thereof.
- Commercial Annexure
- No on-boarding charges, No registration fees.
- SHOPY fee/commission/convenience fee will be charged as agreed mutually between the seller and SHOPY, payable by seller to SHOPY on fulfilment of each order generated on the marketplace
- NO RETURNS are accepted from the customer. Returns and replacements are provided in case of expired or wrong product delivered (Seller needs to pay shipping charges).
- Cancellation term: 10% of order value in case of late dispatch or not dispatch due to out of stock/discontinue of product without any written communication via registered email (Dispatch time - 2 working days).
Welcome to Shopy
These terms and conditions outline the rules and regulations for the use of Shopy's Website, located at www.shopy.in.
By accessing this website we assume you accept these terms and conditions. Do not continue to use shopy if you do not agree to take all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: "Client", "You" and "Your" refers to you, the person log on this website and compliant to the Company’s terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, Shappy and/or its licensors own the intellectual property rights for all material on shopy. All intellectual property rights are reserved. You may access this from shopy for your own personal use subjected to restrictions set in these terms and conditions.
You must not:
- Republish material from shopy
- Sell, rent or sub-license material from shopy
- Reproduce, duplicate or copy material from shopy
- Redistribute content from shopy
This Agreement shall begin on the date hereof.
Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Shopy does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Shappy,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Shopy shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
Shopy reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant Shappy a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Website without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
- System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.
We may consider and approve other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources;
- dot.com community sites;
- associations or other groups representing charities;
- online directory distributors;
- internet portals;
- accounting, law and consulting firms; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Shappy; and (d) the link is in the context of general resource information.
These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Shappy. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
- By use of our corporate name; or
- By use of the uniform resource locator being linked to; or
- By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.
No use of Shappy's logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.
We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
Reservation of Rights
We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
Removal of links from our website
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:
- limit or exclude our or your liability for death or personal injury;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.
As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.