AGREEMENT FOR THE ENTITIES/PERSONS REGISTERING AS SELLERS
Disclaimer: This concerned site (owned and run by Skyline) with all its services or other material are provided “as-is”. Skyline will not be responsible for any dispute between the customer and the sellers for their dealings via the site of Skyline. The services are deemed to be availed by the users at their own risk. The same is exempted i.e., the disclaimer will not be applicable, in the following circumstances:
A. any implied responsibility assumed by Skyline by the virtue of this agreement
B. implied guarantees and warranties falling on Skyline during the course of dealing with the users.
C. any claim or remedy arising out of the negligence of Skyline.
Definitions: As used in this Agreement, the following terms have the following meanings:
"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Skyline, "Affiliate" means solely its Affiliates domiciled in India.
"Business Days" means any day of the week (Sundays and public holidays) on which commercial banks are open for business in New Delhi, India.
“Confidential Information" means information relating to us, to the Services or customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.
"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Skyline designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.
"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law(s)" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Launch Date of Selling" means the date on which we first list one of Your Products for sale on the Site.
"Order Information" means, with respect to any of Your Products sold through the Site, the order information and shipping information that we provide or make available to you.
"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
"Payment Failure" means in the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
"Refund Policies" means the return and refund policies published on the Site.
"Required Product Information" means, with respect to each of Your Products in connection with the Site, the following information must be essentially listed in addition to any other required credential listed in any other stipulation or policy of Skyline:
- numbers and other identifying information;
- information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information;
- digitized images from various angles that accurately depicts only Your Product and does not include any additional logos, text or other markings;
- Purchase Price;
- shipping and handling charge (in accordance with our standard functionality therefor);
- any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product;
- any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product;
- a delimited list of technical specifications; and
- any other information reasonably requested by us.
"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
"Service" means each of the following services that Skyline makes available on or in connection with the Site.
"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfilment by Skyline.
“Selling” on Skyline Site is a service that assists you to list your products for B2B sales as a sellers on the site for the purpose of wholesale dealings.
“Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
"Your Account" means the particular account in our systems which Skyline provides you on its site, in which information about Your dealings is recorded.
"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Skyline site.
"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.
"Your Transaction" means any sale of Your Product(s) through the Skyline Site.
This Agreement stipulates the general terms and conditions for the users of the site through their specific account or accounts. This is to ease up the experience of website for the users registering as sellers for the B2B selling platform provided by Skyline (“You”, “users”, “sellers”) and to assist Skyline (“Skyline”, “we”, “our”) in coordinating with the users. Creating an account on the website for yourself, would deem to be an acceptance on your behalf to the following terms of this agreement.
In case of any conflict between the following General Terms and the applicable Service Terms, the General Terms will govern.
The users in order to avail the services of Skyline must complete their registration with Skyline and complete the account sign up. Only those users who are legally eligible to enter into the contract as per the applicable Indian Laws are eligible to avail the services of Skyline. Further the users must provide the following details and the same are non-negotiable:
- Legal Name (Name of the individual/business entity/company/firm)
- Complete Postal Address
- E-mail Address
- Registered GST Number (If the user is a company/firm/business entity)
- Phone Number
Unless otherwise explicitly provided all the expenses will be fulfilled by the users. All payments must will be made by your bank Account, via cheque or electronic transfers or other means as specified by us. Skyline will have no liability for the failure of any transactions with the users.
Users themselves will be responsible to keep their Skyline Account updated with the current and functioning bank account details for dealing with Skyline.
Skyline reserves it rights to suspend the account of any users on the ground of any misconduct, illegalities, inability, delay beyond 30 days etc. regarding financial transactions.
You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
Skyline will have 5% share of the amount paid to you by the buyers while executing any B2B sale and the same shall be paid by the 10th of every month.
Signing up for Skyline via a particular account would be treated as following deemed admission of the user (individual/company/firm/business entity):
- User is eligible to enter in agreement as per the laws of Indian Territory and has has all requisite right, power and authority to enter into this Agreement.
- User is a law-abiding person/entity and will fulfill the obligations of the agreement with Skyline.
- User shall not be someone below the age of 18 or declared insolvent by any adjudicating authority/financial institution.
- User is not subject to sanctions or otherwise designated on any list of prohibited or restricted party by any authority of its jurisdiction entitled with power to provide such listings.
Once the registration is done, Skyline must be a holder of royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for all the services of Skyline.
Skyline also undertakes that no alterations/modifications to such intellectual property would be done. Skyline will not retain any title in the property after the expiry of licence period.
It is also notified that under certain circumstances Skyline may use the intellectual property of the users without their consent to the extent that such use is allowable without a licence from the users under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
Skyline undertakes to indemnify you against any third party for any kind legal fallouts on behalf of Skyline and any alleged violation of intellectual property rights exclusively on Skyline by a third party.
You must indemnify, defend and hold harmless us against, any third party claim, loss, damage, settlement, cost, taxes, expense, other liability or any kind of claim because of the following:
Further, provided that if any indemnified Claim adversely affects Skyline, to the extent permitted by applicable law then Skyline will voluntarily intervene in the proceedings. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
- Breach of any representations (actual or alleged)
- Fallouts or legal actions related to any sales channels owned or operated by you; or
- Failure of user to pay taxes or other financial or tax related obligations; or
- your non-compliance with applicable laws.
Term and Termination
The Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by either of the parties (Skyline or the particular users). The said account shall only be operated for B2B sales all the credentials provided to Skyline must be genuine and if found otherwise Skyline reserves right to raise due legal proceedings in furtherance of the same against the defaulting sellers.
Users may at any time terminate their use of any Service immediately on with 30 days’ advance notice.
Skyline reserves the right to suspend or terminate your use of any Services immediately if it is determined that:
Such termination or suspension will be promptly be updated to you via email or similar 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.
- you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion;
- it has been identified that your account has been used for deceptive or fraudulent or illegal activity; or
- your use of the Services may harm other sellers, customers, or legitimate interest of Skyline/other users.
- the services offered by you are more/less than what is reported to Skyline.
- the buyers which come in contact with you via Skyline are dealt directly in order to make deals in bad faith for Skyline.
- any B2B sale was defaulted due to the negligent conduct of the seller.
On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that 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.
Skyline shall not have any liability to you or any third person in regard to the transactions done with you via the site of Skyline. Further, any loss/profit, damages of any kind, affiliations, illegalities arising out of your conduct, any investment and its implications etc. will not be a subject matter of liability for Skyline.
Further, except in case of gross negligence or wilful misconduct, our aggregate liability arising out of or in connection with this agreement or the transactions hereby will not exceed at any time the total amounts during the prior six month period paid by you to Skyline in connection with the particular service and the Skyline site giving rise to the claim.
You will provide to us certificates of insurance for the coverage regarding your business and transactions done through Skyline site to the following address: 103, Ocean Plaza, Sector-18, Noida-201301, Uttar Pradesh, India.
You must comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner.
Skyline will not be responsible for monitoring taxes, VAT, GST, Service tax others which will be a part and parcel of the sales executed by you. You will be solely responsible to collect all such taxes and filing the same along with any audit reports. The due audit/tax reports must be submitted to the Skyline’s official mail before the beginning of new financial years.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Skyline will deduce the location of recipient, the billing details, place of supply and applicable taxes.
You will have no claim against Skyline for any kind of tax deductions. In case of any discrepancy in the reporting / returns filed by you and Skyline, you will hold sole responsibility to resolve such discrepancy at earliest and indemnify Skyline against any tax, interest and penalty payable in this regard.
In addition to the General Terms, you agree that, the price stated by you for B2B sale will be inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by Skyline in advance in writing.
All payments by Skyline to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Skyline may retain, in addition to its net fees together with any applicable taxes, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.
If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Skyline.
You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Reimbursement the claim post verification and reconciliation with service fee as per books of accounts will be handled by Skyline. But Skyline will have right to reject the claim if the claimed amount does not match with service fees invoices.
Skyline shall maintain the right to recover any excessive claims paid to you. All taxes or surcharges imposed on fees payable by you to Skyline will be your responsibility.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Status of Relationship
Your relationship with Skyline will be that independent contractors, and Skyline does not intend to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties.
You will have no authority to make or accept any offers or representations on behalf of Skyline. Any statement by you on any portal in contradiction to this clause will amount to breach of clause. No exclusive relationship will be created between you and me by virtue of this Agreement.
Confidentiality and Personal Data
The information, terms and other information which is exclusive to the dealing between you and Skyline will be dealt as confidential information. You must agree that for the term of the Agreement and till 10 years after termination:
The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
- Skyline will be sole owner of such information except for any personal data of the customer.
- Such information should be used by you only in a reasonable manner for the tasks it is necessary to be used.
- Disclosure of such information should not happen from your end.
- You will take all reasonable measures to protect the Confidential Information.
- You will retain Confidential Information only for so long as its use is necessary or to fulfil any statutory obligation. (Eg. Tax)
We will provide at least 15 days’ advance notice for changes to the Agreement. Skyline reserves right to change or modify the Agreement at any time with immediate effect:
The same will be notified only in accordance with Law.
- for legal, regulatory, fraud and abuse prevention, or security reasons;
- to change existing features or add additional features to the Services; or
- to restrict products or activities that we deem unsafe, inappropriate, or offensive.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change.
If any change is unacceptable to you, you agree not to use the Services and to end the Agreement.
Any password we provide to you may be used only during the Term to access Your Account You are solely responsible for maintaining the security of your password.
In case your password is compromised, you must immediately change your password.
Sharing of your password will your own prerogative and Skyline will have no association regarding the same.
The authentic language of this Agreement and associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement any translation of them, the English language version and interpretation shall prevail.
You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to do so would amount to breach of contract. You must also agree that Skyline may assign or transfer our rights and obligations under this Agreement under the following circumstances:
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by mutual consent of both the parties. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications. The fast-track procedures under the Arbitration Act will apply to all proceedings as stipulated.
- in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or
- to any Affiliate or as part of a corporate reorganization; which is deemed to be substituted for Skyline as the party to this Agreement.
Skyline reserves all the rights to halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any unlawful items, or any items otherwise prohibited by the Indian Laws or internal regulations of Skyline.
Skyline will have right to restrict at any time in its sole discretion the access to list in any or all categories on the Site. We may use mechanisms that rate, or allow shoppers to rate, the B2B Products and/or your performance as a seller on the Site and we make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions.
You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate. The update regarding GST/PAN details will only be permitted with the due permission from Skyline administration.
Skyline will have sole discretion to make available any information provided by You to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
All the products listed by you on the Skyline B2B Selling Platform shall be available for the purpose of sample testing for the buyers. The said sample can be listed at the retail price of the commodity. In case, the Seller wishes to the list the commodity at the concessional rate for sample purposes the same shall be permitted unless it does not stand in violation of the competition of the market. In order to safeguard your rights, Skyline stipulates that the expenses of the sample service will be borne by the buyers themselves.
Product Listing; Merchandising; Order Processing.
Your Products for B2B sale will be listed on the Site in the applicable product categories which are supported for third party sellers generally on the Site on the applicable Launch Date of Selling, and conduct merchandising and promote Your Products in accordance with the terms stipulated herein in this agreement.
Products and Product Information
In accordance with applicable Skyline policies, provide accurate and complete required product information for each product that you make available to be listed for sale and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that the B2B Materials, other Products (including packaging) and your offer and subsequent sale of any of the same on the Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. The stipulations of the Skyline policies must always be adhered to.
Shipping and Handling Charges
Shipping and handling charges must be determined by you via and subject to standard functionality of the Site and further subject to any shipping and handling charge Policy as laid down by Skyline. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges.
Credit Card Fraud
Skyline will not bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with any kind of Transactions made by you, and also you will bear all other risk of fraud or loss. Skyline shall not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the order Information and shipment information.
You will pay Skyline the following:
Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
- the applicable Referral Fee;
- any applicable Closing Fees; and
Marketplace, website etc.
Skyline has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing for B2B sale on the Site, and all aspects of each Service, including your use of the same. The responsibility may be assigned any of these rights or delegate any of its responsibilities.
Regulating the sale transaction
It is essential that the user ensures that the following concerns are fulfilled:-
- source, sell, fulfil, ship and delivery of wholesale products,
- package each of your Products in a commercially reasonable manner and ship each of your Products on or before its Estimated Ship Date and follow he packaging policy stipulations of Skyline;
- retrieve Order Information at least once each Business Day;
- not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Site;
- ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement or any other regulation of Skyline);
- provide to Skyline information regarding shipment and order status and tracking (to the extent available), in each case as requested.
- notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder;
- include an order-specific packing slip within each shipment of Your Products;
- identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and
- not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).
Non- Delivery Errors
Any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by:
- credit card fraud; or
- our failure to make available to you Order Information as it was received by us or resulting from address verification.
You are also responsible for any non-conformity or defect in, or any public or private recall of, any of the wholesale products. You will notify us promptly as soon as you have knowledge of any public or private recalls of the wholesale products.
Except as otherwise stated in this Agreement you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
Returns and Refunds.
For all the B2B sales Skyline discourages return or refund or replacement.
Refunds shall only be initiated to the buyers in case you fail to make the delivery of the wholesale consignment to the buyers.
Replacement shall be provided to the buyer when the product delivered in bulk was not what was ordered by the buyer.
We will provide any such payments to the buyer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Policy and as required by Law, and in no case later than thirty (15) calendar days following after the obligation arises.
Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.