SELLER AGREEMENT

Effective Date: February 14, 2025
Version: 2.0

RECITALS

1. Definitions

All capitalized terms have meanings defined in the Master Terms of Service unless otherwise specified.

2. Appointment and Scope

The Platform appoints the Seller on a non-exclusive basis to sell products via the Platform.
The Seller is an independent contractor and not an employee, agent, or partner.
Services are available throughout India and approved international markets.

3. Seller Onboarding

Sellers must provide valid business registration documents, GST registration, PAN card, bank account details, address proof, and product licenses where applicable.
KYC verification will be completed within 48 hours and business verification within 5 business days.
The Platform reserves the right to perform periodic re-verification.
A one-time setup fee of ₹0 applies during the launch period.
Annual renewal charges will apply as per prevailing rates.

4. Product Listing Requirements

Sellers must provide accurate titles, descriptions, high-resolution images, videos, complete specifications, and updated inventory details.
Only original or licensed content is permitted and must meet professional quality and compliance standards.
Pricing must remain competitive, with clear display of MRP, selling price, and discounts inclusive of GST.

5. Video Commerce Obligations

Sellers must create shoppable videos of at least 30 seconds, demonstrating products with clear audio and lighting.
Live commerce sessions must run for at least 15 minutes, be scheduled in advance, and include interactive engagement and real-time inventory updates.
Sellers retain ownership of their content while the Platform receives a license to use, moderate, or archive it.

6. Order Management

7. Shipping and Logistics

8. Returns and Refunds

Customers may return products within 7 days, subject to condition-based acceptance.
If the Seller is at fault, return shipping costs are borne by them.
Refunds must be processed within 48 hours of receiving returns.
Full refunds apply for defective products or justified partial refunds.
Sellers are protected through shipment evidence, fraud detection support, dispute resolution, and insurance options.

9. Financial Terms

10. Performance Standards

Sellers must maintain:
At least 95% order fulfillment rate.
90% on-time shipment rate.
4.0/5.0 customer ratings.
24-hour response time.
Below 10% return rate.
Performance is reviewed monthly and quarterly.
Improvement plans will be implemented for underperformers.
Top performers will receive recognition.
Violations may result in warnings, suspensions, or termination, with the right to appeal.

11. Marketing and Promotion

The Platform may feature Sellers in campaigns, promotions, and notifications.
Sellers may run in-video promotions, integrate with social media, collaborate with influencers, and participate in co-branded campaigns with prior approval.
Use of the Flykup™ trademark is limited and governed by Platform guidelines.

12. Data and Analytics

Sellers have access to dashboards showing sales analytics, anonymized customer insights, and performance metrics.
Transaction data is jointly owned.
Customer data is owned by the Platform.
Product data remains with the Seller.
All parties must comply with privacy laws, implement security measures, and report breaches promptly.

13. Intellectual Property

Sellers retain ownership of their product IP but grant the Platform a license to use it.
Sellers warrant that their content does not infringe third-party rights.
The Platform’s technology, systems, and confidential information remain its property.

14. Warranties and Representations

The Seller warrants their legal capacity to enter into this agreement.
The Seller warrants that products are genuine, compliant with laws, free from litigation, and accurately represented.
Product warranties provided by manufacturers must be passed through to customers and displayed clearly.

15. Indemnification

The Seller agrees to indemnify the Platform against claims arising from product liability, IP violations, false advertising, regulatory breaches, disputes, tax issues, and third-party claims.

16. Insurance

Sellers must maintain minimum coverage of ₹50 lakhs for general liability and ₹1 crore for product liability.
Cyber liability is recommended.
Business interruption insurance is optional.
Cyber liability is recommended.

17. Term and Termination

This agreement has an initial term of one year.
It automatically renews annually unless notice is given 30 days prior.
Either party may terminate with 60 days’ notice.
Immediate termination applies for breaches, insolvency, fraud, or repeated violations.
Upon termination, the Seller’s account will be deactivated.
Final settlements will be completed within 45 days.

18. Confidentiality

All business, customer, technical, and financial information shared under this agreement must be kept strictly confidential.
Information must be used only for agreement purposes.
Information must be protected with reasonable care.
All information must be returned upon termination.
Confidentiality obligations survive for 5 years post-termination.

19. Dispute Resolution

20. Miscellaneous