Last updated on November 16, 2020
Capitalized terms used but not defined herein shall have the meaning given to them under the User Agreement.
Mr. Abhishek Johri, s/o Mr. Radhey Lal Johri (henceforth referred to as, “we”, “us”, and “first Party”) operates an online based marketplace platform under the name and style of ‘HumbleShops’ (‘Platform’), as a platform for connecting sellers and buyers of miscellaneous products. Any person who wishes to sell items (‘Seller’) on the Platform shall execute this Seller Registration Agreement.
The Seller shall register with the Platform by providing the requisite information on the HumbleShops Seller Registration page of the mobile app. The First Party reserves the right to procure such information as it deems fit, for the purpose of enabling the registration of the Seller. The First Party also reserves the right to reject any application(s) for registration, at its sole discretion, without any requirement to disclose the reason in this regard.
The Sellers undertakes to (at all times) provide true, correct and duly authorized data/ information and shall not provide misleading, fraudulent, false, unauthorized and/or otherwise illegal information. The First Party has the right (but not the obligation) to suspend/ terminate the Seller’s account / registration with the Platform if the First Party discovers or it is brought to the First Party’s notice that the aforesaid data is misleading or does not comply with the User Agreement and the rules and polices made thereunder. The Seller undertakes to indemnify the First Party from and against any loss, liabilities, risks, damages and consequences that may arise in this regard.
Currently the Humble Shops platform is completely free for use by buyers and sellers. We do not charge any usage fee, membership fee, or commission on the orders that sellers receive, for the use of our Platform with it's current features. However, we may charge some fee from advertisers and sponsors to show advertisements and sponsored contents, on the Humble Shops Platform. We will try to keep the platform always free for buyers and sellers, to the best of our efforts, but in future we may introduce some paid features, and we may charge some fees for the usage of those features. Existing users will be informed about the usage fees of the paid features and these paid features will remain optional for existing users. Only the users who opt for the paid feature will have to pay the usage fee.
HumbleShops is a marketplace platform and provide marketplace services to you. Seller shall be solely liable for invoicing and shipping the requisite products to the customer, at it’s own cost. The Seller shall be solely liable for and pay any and all taxes related to sale of your products through the Platform (including without limitation goods and service tax). Any liabilities arising from the use, consumption and/or interaction with your products is solely yours and the First Party will not be responsible for any loss or damage due to your products.
In case of any breach or violation or suspected breach or violation of any of the provisions of this Agreement or the HumbleShops Terms of Use Agreement or the First Party’s policies, the First Party may suspend and/or terminate the registration of the concerned Seller or withhold the money payable to the Seller pursuant to this Agreement and the Seller consents to the same. The First Party may reinstate or activate Seller’s HumbleShops Seller Registration or remit the Transaction Price to Seller subject to the Seller providing such information, data, documents and undergoing such verification as may be desired by the First Party and as provided in the User Agreement or the rules and policies made thereunder within the time prescribed by the First Party. Seller’s HumbleShops Seller Registration is subject to the Seller remaining an active user of the Platform.
Upon identifying or being notified by any person or by law enforcement agency that Seller has violated any law in the performance of the Transaction, the First Party may immediately suspend Seller’s HumbleShops Seller Registration, notify law enforcement or any other authority including banks for appropriate action or act in any other way to cooperate with authorities or protect its interests, without any prior intimation to the Seller and without incurring any liability in this regard.
At the time of HumbleShops Seller Registration and/or at any time thereafter and/or from time to time as may be required, the First Party may seek KYC Documents from Seller and further usage of the Platform shall be subject to Seller’s submission of KYC Documents. The Seller undertakes to provide such KYC Documents as may be required by the First Party within the time specified by the First Party. It is clarified that until such KYC Documents are provided by the Seller, the Seller is entitled to suspend the Seller’s Account as specified herein. ‘KYC Documents‘ shall mean such information, data or documents as may be specified by the First Party from time to time which clearly and unambiguously verifies the details, including the Seller’s Bank Account provided by Seller at the time of registration with HumbleShops Facility or at any subsequent date.
The First Party may seek KYC Documents from the Seller at any point of time during the subsistence of this policy for compliance with the provisions of the User Agreement and the rules and polices made thereunder as well as compliance with applicable laws. The First Party has the right to reject any one or more of the KYC Documents submitted by Seller and may ask for other documents or further information.
Restrictions on Sale over the Platform: The First Party reserves the right to set minimum and maximum transaction limits on the Platform as it may determine (from time to time) for the safety of its Users.
You agree not to list and propose to sell any items on the Platform that are set out in the list of Restricted Items set out in Annexure 1 hereto. You further agree not to list any items that have passed the expiry date, in the event the said products are perishable.
The First Party will be required to remove a listing only upon it being reported to be prohibited or restricted (Annexure 1) or violative of applicable law or terms of the User Agreement. The First Party is not deemed to have any knowledge of such prohibitive, restricted or violative listing until it has been reported to the First Party. Upon receiving such reporting, the First Party will take best efforts to remove such listing at its sole discretion (but will not be liable to do so), within 7 days of receiving such reporting.
On and from the execution of this Agreement and / or registration with the Platform (whichever is earlier), the Seller shall not (either directly or indirectly) whether for profit or otherwise: (i) solicit any of the clients / customers of the First Party / Platform through any mode other than through the Platform; (ii) solicit / direct any person utilising the Platform to utilise or access any other online portal; and / or (iii) persuade any client / customer of the First Party / Platform to cease doing business with the Platform or to reduce doing the business undertaken by such person with the First Party / Platform.
Notwithstanding anything to the contrary contained in this Agreement, forthwith upon termination of this Agreement, the Seller shall cease to represent itself as a seller of the Platform.
The Seller hereby agrees that First Party has the sole right and title to all the information / data pertaining to the customers of the First Party / Platform (as the case may be) and undertakes not to copy any such information belonging to the customers of the First Party / Platform. You must ensure that the listed items do not infringe upon the intellectual property, trade mark, copyright, trade secret or other proprietary rights or rights of publicity or privacy rights of any third party. Listings may only include content generated by you in the form of text descriptions, graphics and pictures that describe your item for sale. You agree that use of logos or trademark owned by a third party producer or manufacturer can lead to infringement of intellectual property rights of such third party. You will be solely responsible for listing and use of such trademark or intellectual property on the Platform, and will hold the Platform and the First Party indemnified and harmless against any claim by third parties that may arise in respect of such use. You agree that under no circumstances would you use brand names or trademarks not owned by you unless the item that you are listing on the Platform carries the brand name or trademark of its original manufacturer or producer. You further agree not to use any intellectual properties of the Platform or the First Party including its trademarks, brand name in any manner whatsoever. You will not represent to any User or third party, in any manner, that you are affiliated or associated with the Platform or the First Party or that you have any right to represent the Platform or the First Party.
The Seller acknowledges and confirms that the intellectual property arising out of or in relation to the Platform belongs to the First Party and that it has no right, title or interest over the same. The disclosure of intellectual property by the First Party to the Seller, pursuant to this Agreement, shall not be construed as granting to the Seller, any rights, (whether express or implied, by license or otherwise), on the Confidential Information and / or the intellectual property.
The Seller further agrees and undertakes not to utilise the intellectual property of the First Party (including without limitation the logo / brand of the First Party) without the prior written consent of the First Party.
You shall be responsible for providing information relating to the items offered to be sold by you on the Platform. You undertake that all such information at all times shall be true, accurate and complete in all respects. The listing description of the item must not be misleading in any manner whatsoever and must describe the actual condition of the item. You shall not exaggerate or over emphasize the attributes of any items you propose to sell on the Platform so as to mislead other Users in any manner. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the Buyer. You agree not to use misleading titles for listing and not provide misleading or inadequate information about the location of any listed item. If for any reason you are unable to deliver to any specific location, destination or country, you must clearly mention the same on the listing. You shall not use unrelated keywords, or brand names (even if such use does not lead to any intellectual property right violation), or text unrelated to the item on offer for sale in your listing. The First Party may at any time request the Seller for source of inventory of all the items listed, and the Seller shall provide for the same to the First Party.
You shall not solicit Users to send you payments by any method not approved or provided for on the Platform by the First Party.
You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the Platform.
You represent and confirm that you shall be the sole and exclusive legal owner of all items of any description that you propose to offer for sale on the Platform. You shall have absolute right, free of any encumbrance, lien, hypothecation, mortgage, charge, and adequate title and authority to deal in and offer for sale such items as may be listed by you on the Platform.
If it comes to your knowledge that any Transaction or attempted Transaction relating to any item listed on the Platform is violative of this clause or this Seller Registration Agreement or applicable laws, you shall take all steps to inform the First Party of the same forthwith.
You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws, including but not restricted to the Consumer Protection Act, 1986.
Buyers of items on the Platform are entitled to write reviews and rate the items as well as the Seller on the Platform. As a Seller, you accept that such reviews and rating may be adverse to your business, economic and other interests including reputation. You hereby relinquish any right you may have to take legal or any other action against persons who have provided such reviews/ ratings or against the First Party or the Platform for any loss of business, reputation or any other loss arising out of such reviews or ratings provided by Buyers and other Users in consideration of being allowed to participate in the Platform for the purpose of selling your items.
If you opt for offering your products as and when First Party begins to offer them to international customers, It will be solely your responsibility to ensure that before listing an item for sale on the Platform, such item can be shipped outside India under applicable laws. If you list any item that is in violation of the applicable laws, you will be liable to make good any loss suffered or cost borne by the Platform, the First Party or other Users who rely on such listing including reimbursement of any service charges incurred towards the HumbleShops or any other mode of payment or payments made towards taxes or government charges or any levy in respect of such item. You shall also be responsible for complying with all laws that may be applicable in the country where such item is proposed to be delivered. You are prohibited from selling any item to Buyers in countries with which trading is prohibited or under embargo (in general or with respect to certain kind of goods) as imposed by the Government of India.
Once any User confirms a purchase in response to a listing made by you by making requisite payment using one or more of the supported payment methods listed by you, the sale is considered complete and all property and title in the listed item passes on to the Buyer. You cannot refuse to sell the item, or refuse to accept payment or fail to deliver the item after the payment has been successfully made and the Transaction is confirmed. In case of sale of item wherein the Buyer has opted for payment on delivery as a payment method, the sale is considered complete and all property and title in the listed item passes on to the Buyer only after payment of the Transaction Price and upon Delivery.
The price of the item proposed to be purchased shall include, if applicable, all applicable taxes, duties, costs, charges and expenses in respect thereof.
You need to provide information of Payment Modes that you support, in the HumbleShops mobile app. While placing an order, the Buyer will choose a payment mode, and place the order without making the payment. Once you receive the order, you need to communicate with the Buyer using the chat feature of the HumbleShops mobile app or calling the Buyer on phone and mutually agree and decide whether the Buyer should make the payment before or after the delivery or pickup.
You understand and agree that the First Party at its sole discretion may end any listing at any point of time without any notice and also in case where any listing does not result in a successful transaction within 30 days of listing. However, the First Party may choose not to remove any such listing and extend the period of listing for such time as it thinks fit. A listing will naturally end if it results in a confirmed Transaction.
You understand and agree that the First Party at its sole discretion may delete, disable or block your Seller Account without any prior notice.
The Seller is required to dispatch the items for every transaction to the Buyer within [3] days from the Payment Confirmation or within such timelines as may be agreed upon between the Buyer and Seller through the Platform to ensure that the items are Delivered within timely manner. You should Dispatch the item only after receiving the Order Confirmation from the First Party. Upon delivery of the products, you will confirm the same to the First Party. In the event of any delay in the delivery of the products, for reasons beyond the control of the Seller, the Seller shall promptly inform the First Party and the Buyer of such delay.
You shall send an invoice addressed to the Buyer for the Transaction Price together with the item at the time of Dispatch.
The Seller should provide the details of accepted payment modes, such as Cash on Delivery, Online third party Wallet account, UPI account etc, in the ‘Payment Modes’ page of HumbleShops mobile app.
The Buyer, while placing an order can choose one of the available payment modes, and place the order. Now, it is between the Seller and the Buyer, to negotiate whether the payment should be done before or after the delivery or pickup of the ordered products. HumbleShops mobile app provides Chat and Phone call options for the Buyer and the Seller to communicate, and negotiate the payment timing.
The Buyer will make the payment of the order amount to the Seller directly using the payment mode selected while placing the order. The First Party is not involved in this money transaction.
The Seller should understand the risk that a Buyer may not be genuine and the Buyer may place an order that the Buyer does not intend to pay, or the Buyer may give wrong name and delivery address, delivery location etc in the order.
The Seller at its own risk, should prepare products for an order, and also deliver at its own risk. The First Party does not take any responsibility for non-availability of the buyer or non-payment by the Buyer.
The First Party may not be held responsible if the Seller does not receive the payment for any order, or loss of products that could not be delivered if the Buyer or delivery address was not genuine.
The First Party holds the right to take legal action against the Buyer and to disable the account of Buyer if such wrongdoings are brought to the notice of the First Party.
Seller warrants and undertakes that:
For any of the events listed above:
The Seller agrees to refund complete order amount to the buyer in any of the following circumstances:
In all the above cases the First Party will not be held liable for any loss incurred by the Seller arising out of such refund.
Any Refund related dispute must be resolved by the Buyer and the Seller on their own. The First Party does not take any responsibility to resolve any dispute or refund the Buyer.
The term of this Agreement will start on the date of your completed registration for use of a Service for use of the Platform and continue until terminated by us or you as provided below. You may at any time terminate your use of the Platform with 30 days’ advance written notice to us via email, chat or similar written means. We may terminate your use of the Platform or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of the Platform 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 toward 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 HumbleShops’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means, 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 (d) 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.
The First Party will share from time to time the personal information shared by the Buyer with the First Party (hereby referred to as Personal Information) including their name(s), addresses, phone numbers and their purchases to enable the Seller to deliver the items purchased to such Customers. The First Party is committed to rigorously protecting the privacy of it’s customers and hence requires the Sellers to also treat the customer information as confidential information and adhere to the following to protect the Personal Information at all times:
No Party shall be liable to the other Parties for failure to perform its obligations hereunder, if such performance is prevented, restricted or interfered with due to a Force Majeure event. Upon the occurrence of a Force Majeure event, the affected Party shall give prompt notice of the Force Majeure event along with a description of such Force Majeure event to the other Parties, including in reasonable specificity, of the cause of the Force Majeure event to the other Party. Upon the occurrence of a Force Majeure event, the time period for completion of the obligations hereunder shall stand extended by the duration during which the Force Majeure persists.
Notwithstanding anything to the contrary contained hereunder, the First Party, its team members, officers or employees, make no representations and extend no warranties of any kind in relation to the Platform, either express or implied, including but not limited to warranties of merchantability; fitness for a particular purpose; validity, non-infringement of any third party rights; and the absence of latent or other defects, whether or not discoverable.
Notwithstanding any clause to the contrary in this Seller Registration Agreement, save and except the provisions for damages that may have been quantified and indemnification provided herein, neither Party shall be liable to the others, for any incidental/ consequential loss, penal and exemplary or like damages, whether arising out of breach of contract, tort, strict liability or other legal theory or for lost profits (including direct or indirect loss of profit), even if advised of the possibility of the same.
The Seller shall be liable to indemnify and hold harmless the First Party, its team members, employees, agents, representatives, successors-in-interest and assigns (each an ‘Indemnified Person’) from and against all actions, claims, proceedings, losses, liabilities or judgments (collectively ‘claims’) and any actual losses, costs, charges, expenses (including court costs and reasonable attorney’s fees), damages including consequential damages (collectively ‘losses’) of whatever nature, incurred or suffered by the Indemnified Person in connection with or arising out of or resulting from or incidental to: (i) breach of any of the covenants or provisions of this Seller Registration Agreement by the Seller, it’s agents, representatives or employees; (ii) the suppression of facts, inaccuracy or breach of any representation and / or warranty by the Seller; (iii) non-compliance of the applicable laws by the Seller; (iv) failure by the Seller, it’s associates, agents, representatives and / or employees to perform their respective obligations under this Seller Registration Agreement with due care and diligence; (v) any fraud, negligent act or wilful default or omission by the Seller, it’s associates, agents, representatives and / or employees.
The benefit of this indemnity shall survive the termination (for any reason whatsoever) or expiry of this Agreement.
Any notice required to be given hereunder, by either Party to the other, will be in writing and be issued by registered post acknowledgement due or by reputed courier, duly acknowledged or by e-mail, provided that the notice issued is received by the other Party and such receipt is duly acknowledged / confirmed.
First Party Contact info :
Address: 13085, Prestige Shantiniketan, Whitefield Main Road, Bangalore, Karnataka 560048, India
Email: abhishek@humbleshops.com
Any notice or other communication received on a day other than a working day, or after business hours in the place of receipt, shall be deemed to be given on the next following working day.
This Agreement shall be governed by and interpreted in accordance with the laws of India. Any and all disputes (other than technical disputes) that may arise under or in connection with this Agreement shall be notified in writing by the one Party to the other and shall be settled in an amicable and conciliatory manner within a period of 7 (Seven) days from the date of receipt of notice in this regard.
Any disputes remaining unsettled within the time period specified above, shall be finally settled in accordance with the Arbitration and Conciliation Act, 1996, as amended and the Arbitration Centre – Karnataka (Domestic and International), Rules 2012, including any modifications thereto. The seat and venue for the arbitration shall be Bangalore, Karnataka, India. The procedure prescribed under the Arbitration Centre – Karnataka (Domestic and International), Rules 2012 shall apply to the arbitration proceedings. The arbitral tribunal shall comprise of a sole arbitrator nominated by said Arbitration Centre. The award of the arbitral tribunal shall be final and binding on the Parties. All the proceedings shall be conducted in English language. During the pendency of a particular dispute, the Parties shall continue to fulfil all their respective obligations that are not related to the subject matter of dispute.
Subject to foregoing, the courts at Bangalore shall have exclusive jurisdiction over any dispute arising out of or in relation to this Agreement.
This Seller Registration Agreement and Annexures and attachments thereto, represent the entire agreement between the Parties and shall supersede and extinguish and prevail over all previous letters of intent, drafts, agreements, understandings, term sheet, assurances and discussions between the Parties (whether oral or in writing) relating to the subject matter herein.
None of the Parties shall be entitled to assign its rights under this Agreement to any person, without the prior written consent of the other Parties.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future Law, such provision shall be fully severable and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.
Any modification, variation or alteration to this Agreement shall, to be valid, be in writing and shall be signed by all the Parties hereto.
No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part.
It is expressly understood and agreed that this Agreement does not grant Seller any exclusive privileges or rights, and First Party may contract with other Sellers for sale of their products on its Platform.
Please read these terms of arrangement carefully. By accepting / pressing the ‘I Accept / I Agree’ button of the on the Platform / using the Platform for selling it’s Products, the Seller agrees to be bound by: (a) the terms and conditions set out hereunder; (b) the First Party’s policies (as may be updated from time to time); (c) the privacy policy of the First Party; and (d) the User Agreement. By accepting this Agreement, you confirm having read the terms of this Agreement.