Sellers Policy

Sellers Policy

These Seller terms and conditions (the “Seller Terms and Conditions”) shall be applicable specifically to Sellers (defined hereunder) in addition to the “General Terms of Use” available at https://rupayx.com/pages/static/terms-of-use/. These Seller Terms and Conditions describe the terms on which a Seller can avail the Seller Services (defined hereunder) through the Platform.

In the event of any conflict or inconsistency between the General Terms of Use and these Seller Terms and Conditions, then the provisions of these Seller Terms and Conditions shall prevail, to the extent of such conflict or inconsistency.

PLEASE READ THESE SELLER TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING AS A SELLER ON THE PLATFORM. THE SELLER’S REGISTRATION ON THE PLATFORM SHALL SIGNIFY THE SELLER’S UNCONDITIONAL ACCEPTANCE OF THE SELLER TERMS AND CONDITIONS AND THE SELLER’S AGREEMENT TO BE LEGALLY BOUND BY THE SAME.


1. Defined terms

1. All defined terms used in these Seller Terms and Conditions shall have the same meaning as assigned to them under the General Terms of Use, unless otherwise specifically defined herein. The Seller Terms and Conditions, together with the General Terms of Use and RUPAYX “INRD” Refund Policies, shall be referred to as the ‘Terms of Use’ of the Platform in relation to the Seller.
2. The following defined terms shall apply in these Seller Terms and Conditions:
1. “Buyer” shall mean a buyer of the Products listed on the Platform. 2. “Estimated Shipping Date” shall mean, with respect to any of the Seller’s Products, either: (i) the shipping availability date specified by the Seller in the relevant inventory/Product data feed for the Seller’s Product on the Platform;
3. “Logistics Partner” shall mean a logistics service provider approved by RUPAYX “INRD” and communicated from time to time.
4. “Required Product Information” shall mean, with respect to each of the Seller’s Products listed on the Platform, the following: (i) description of the Product; (ii) other identifying information as RUPAYX “INRD” 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 categorizations prescribed by RUPAYX “INRD” from time to time); (iv) categorization within each RUPAYX “INRD” Product category and browse structure as prescribed by RUPAYX “INRD” from time to time; (v) digitized image that accurately depicts only the Seller’s Product and does not include any additional logos, text or other markings (vi) sales price; (vii) shipping and handling charges; (viii) any text, disclaimers, warnings, notices, labels or other content required by applicable law or otherwise to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (ix) brand details; (x) model specifications; and (xi) any other information reasonably requested by RUPAYX “INRD” (e.g., the condition of used or refurbished Products).
5. “Seller” shall mean any person registered on the Platform as a seller of the Products listed on the Platform.
6. “Seller Services” shall mean the services described in Clause 3 of these Seller Terms and Conditions.
7. “Shipment” shall mean any Product, which will be transported by the Logistics Partner under a single Waybill (defined hereunder).
8. “Shipment Information” shall mean, with respect to any of the Seller’s Products, the estimated or promised shipment and/or delivery date, with other delivery details, if any.
9. “RUPAYX “INRD” Refund Policies” shall mean the return and refund policies applicable to the Products, as published on the Platform.
10. “Waybill” shall mean any label, including consignment notes that is produced by the Logistics Partner using automated systems for its internal record and control, and that contains details of the Shipment, including name of the consignor and consignee, origin and destination, and description and weight of the Shipment.

• Registration

o The Seller shall be permitted to access the Platform and use the Seller Services, only upon creating an Account by registering on the Platform.
o The Seller’s ability to continue using the Platform to avail the Seller Services is subject to continued registration on the Platform. o In order to register as a Seller on the Platform, the Seller will be required to create a user name and password, and provide such details as indicated as necessary, including but not limited to the Seller’s name (or name of company/ other entity, as the case may be), address, phone number and email address.

• Seller Services

o The Platform provides the following services for Sellers (collectively, “Seller Services”):
 It provides an online marketplace wherein Sellers can list their Products at any point of time for sale on the Platform, along with the Required Product Information for each Product provided by the Sellers to RUPAYX “INRD”.
Sellers shall provide the Required Product Information in the format and manner as specified by RUPAYX “INRD”. The Seller shall promptly update the Required Product Information as and when required and ensure that it shall, at all times, remain accurate and complete;
 It facilitates the sale of Products, making payments for such Products, and any other communications between Buyers and Sellers as per the terms hereof, including facilitating the shipment, return or exchange of Products, where applicable, or cancellation of orders/Products;
 It provides for various Product categories on the Platform, under which the Seller may list his/its Products for sale. RUPAYX “INRD” reserves a right to modify such listing of the Product by the Seller, at any time and in the sole discretion of RUPAYX “INRD”;
 It enables RUPAYX “INRD” to share details of the order placed by a Buyer on the Platform, listing out the specifics of the Product to be sold by the Seller;
 It also facilitates delivery of Products to the Buyers, through Logistics Partners engaged by RUPAYX “INRD”; and
 Any other services as may be provided or offered by RUPAYX “INRD” to the Sellers from time to time.
o The Seller Services are only being provided to facilitate sale of Products on the Platform, and RUPAYX “INRD” shall not be responsible for the transaction to be entered into between a Buyer and a Seller. All commercial and contractual terms for any sale of the Products through the Platform are those offered by the Seller only, and the Products shall be sold on such terms as agreed upon between the Seller and the Buyer alone. Such commercial and contractual terms include without limitation Product prices, terms, date, period, warranties and after-sales services. RUPAYX “INRD” does not determine, advice, have any control over, or in any way involve itself in the offering or acceptance of such commercial and contractual terms between the Sellers and the Buyers.
o Buyers may provide feedback, review, ratings and comments about the Seller. The Sellers agree and accept that the ratings provided on the Platform are on the basis of such feedback and comments of the Buyers only, and that RUPAYX “INRD” is in no manner responsible or liable for the same. All views and opinions expressed on the Platform by the Buyers, are those of the individual Buyers only, and do not in any way reflect the opinion of RUPAYX “INRD”. RUPAYX “INRD” shall not assess or rate any Seller on the Platform. Further, in case of any service-related complaints or negative feedback from a Buyer, Sellers agree to address or resolve the matter in a speedy and amicable manner. RUPAYX “INRD” shall not, and is not required to, mediate or resolve any dispute or disagreement between any Seller and Buyer.
o If any Seller consistently receives negative feedback from Buyers, RUPAYX “INRD” shall have a right to take such action as provided under Clause 7 below, without prior notice to the Seller.

• Conditions of Listing

o RUPAYX “INRD” shall, in its sole discretion, have the right to de-list any or all of the Products listed on the Platform by a Seller based on such factors as it deems fit, including but not limited to any complaints received from Buyers in relation to any Product.
o RUPAYX “INRD” does not provide any guarantee to Sellers that listing the Products on the Platform by the Sellers will result in leads from the Buyers, or in any specific volume of sales, or completion of any transaction of sale.

• Representations and Warranties by Sellers

o By registering on the Platform and/or listing any Products thereon, each Seller represents and warrants that:
 the Seller is the legal owner/authorised reseller/dealer of each Product which the Seller lists on the Platform, and the Seller has all rights to list and offer for sale, the said Products on the Platform, and by doing so, the Seller is not violating or infringing upon the rights (including the intellectual property rights) of any other person, and any applicable laws;
 all the Required Product Information of the Products listed on the Platform, which is provided by the Seller, is current, complete and accurate;
 the Seller shall, at all times, offer the Products for sale to the Buyers registered on the Platform on such price, terms and conditions which are not less advantageous than the price, terms and conditions offered by the Seller to any other person;
 the Seller shall ensure that he/it sources and sells Products in accordance with the terms of the applicable order information shared by RUPAYX “INRD”. The Seller shall be solely responsible for and bear all risk in relation to such procurement and sale activities;
 the Seller : (i) shall package each of the Products sold by the Seller in a proper manner, as per industry standards, to ensure that no damage is caused to the Product during delivery; (ii) shall regularly retrieve order information by checking the Seller’s Account on the Platform at least once each business day; (iii) shall not cancel any of the sale transactions except as may be permitted in accordance with the cancellation policy; (iv) shall identify itself/himself as the seller of the Product on all packing slips and other documents/information; and (v) shall not send Buyers any emails confirming orders.
For all the Products listed on the Platform, the Seller shall accept and process returns, refunds and adjustments in accordance with RUPAYX “INRD” Refund Policies found at [https:// rupayx.com/pages/static/return-policy/].

• Required Product Information

o RUPAYX “INRD” reserves the right to use all Required Product Information provided by Seller towards arranging and compiling catalogues of such information. Such arranged and compiled catalogues, including the Required Product Information and all other content contained therein, shall always be the property of RUPAYX “INRD”, and no person, including Seller, shall make any claim, whether proprietary or otherwise, in respect of such catalogues.

• Disclaimers

o RUPAYX “INRD” does not make any representations or warranties regarding specifics (such as quality, value, and saleability) of the Products offered to be sold, or purchased on the Platform. RUPAYX “INRD” does not implicitly or explicitly support or endorse the sale or purchase of any Products on the Platform. RUPAYX “INRD” accepts no liability for any errors, defects or omissions, and provides no guarantee to rectify such errors, defects or omissions, whether on behalf of itself or any third parties.
o RUPAYX “INRD” shall not be responsible or liable for any non-performance or breach of any contract between Sellers and Buyers. RUPAYX “INRD” cannot, and does not, guarantee that Sellers and Buyers will perform the transaction(s) as concluded on the Platform. RUPAYX “INRD” shall not, and is not required, to mediate or resolve disputes or disagreements between Sellers and Buyers, as RUPAYX “INRD” is only a facilitator of the sale transaction on the Platform.

• Payments

o RUPAYX “INRD” shall remit payments to the Sellers (excluding Cash on Delivery (COD) transactions) through a nodal account (hereinafter referred to as the “Nodal Account”) in accordance with the directions and notifications issued by the Reserve Bank of India for the opening and operation of accounts and settlement of payments, and for electronic payment transactions involving intermediaries. The remittances for COD transactions shall be made through the online bank. The Seller hereby agrees and authorizes RUPAYX “INRD” to collect payments on the Seller’s behalf from Buyers for any sales made through the COD mechanism, whether directly or through the Logistics Partner. Further, the Seller authorizes and permits RUPAYX “INRD” to collect and disclose any information (which may include personal or sensitive information) made available to RUPAYX “INRD” in connection with these Seller Terms and Conditions to a bank, auditor, processing agency, or any person contracted by RUPAYX “INRD”.
o The Seller authorizes RUPAYX “INRD”, and RUPAYX “INRD” will remit the settlement amount to the Nodal Account within a period of 3 (three) days’ of receipt of confirmation from the Buyer of the completion of the Product sale transaction.
o In the event that that any amounts are due and payable by the Seller to RUPAYX “INRD”, RUPAYX “INRD” shall have a right to retain such outstanding amounts due from the Seller, from the settlement amounts payable to the Seller for any completed transaction, at any point of time, without prior notice to the Seller; and the Seller confirms and authorises RUPAYX “INRD” to undertake the same.

• Remedies

o RUPAYX “INRD” reserves the right, at any time to remove one or more of the listing(s) of the Seller on the Platform; and/or (ii) limit or remove access of the Seller to the Platform/Seller Services or any part thereof; and/or (iii) delete the Account of the Seller.
1. Seller’s Obligations
1. Sellers are responsible for any non-delivery, wrongful delivery, theft or other mistake or act in connection with the fulfilment and delivery of the Products ordered, except to the extent caused by RUPAYX “INRD”’s failure to provide the order information to the Seller as it was received by RUPAYX “INRD”. Further, the Sellers are also responsible for any non-conformity or defect in, or any public or private recall of, any Products, which shall be solely at the Seller’s cost and expenses. Sellers will promptly notify RUPAYX “INRD” on receiving knowledge of any public or private recalls of Products.
2. The Seller shall initiate the delivery process on every Product order information received by it/him promptly, not later than announced in offer term of dispatch (Dispatched in X Days) from the date of receipt of such order information.
3. If RUPAYX “INRD” informs any Seller that RUPAYX “INRD” has received a claim from any Buyer on the Platform, or any request for chargeback or other dispute, concerning a sale transaction, the Seller must deliver to RUPAYX “INRD”: (a) sufficient proof of delivery of the Product(s); (b) the applicable RUPAYX “INRD” order identification number; and (c) a description of the Product(s). If a Seller fails to comply with the foregoing, or if the claim, chargeback, or dispute is not caused by RUPAYX “INRD”’s failure to make the order information received by it, available to the Seller, then the Seller will promptly reimburse RUPAYX “INRD” for such amount as notified by RUPAYX “INRD” in relation to such Product purchase (including the purchase price, all associated shipping and handling charges and all taxes, all associated credit card association, bank or other payment processing, re-presentment and/or penalty and fees).
4. The Seller will not, and will cause Seller’s affiliates not to, directly or indirectly: (i) disclose or convey any transaction information carried on the Platform (except as necessary for the Seller to perform the Seller’s obligations under the General Terms of Use and these Seller Terms and Conditions, and provided that the Seller ensures that every recipient uses the information only for that purpose and complies with the restrictions applicable to Seller related to that information); (ii) use any transaction information carried on the Platform for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with RUPAYX “INRD”’s privacy policies or applicable laws; (iii) contact a Buyer that has ordered a Product that has not yet been delivered, with the intent of collecting any amounts in connection therewith, to influence such Buyer to make an alternative purchase, or to harass such Buyer; (iv) disparage RUPAYX “INRD”, its’ affiliates, and/or any of their other products or services; or any Buyer; or (v) target communications of any kind on the basis of the intended recipient being a User. The terms of this Clause do not prevent Sellers from using other information that Sellers acquire without reference to the transaction information carried on the Platform for any purpose, provided that the Sellers do not target communications on the basis of the intended recipient being a User, and provided the same is in compliance with these Terms of Use.

1. Logistics Services

1. The following conditions shall be applicable to all Product deliveries made in relation to sale transactions concluded through the Platform, by using a Logistics Partner:
1. The Seller shall ensure that all Shipments, and their contents, are in compliance with all applicable laws, including the laws of India as well as any international conventions applicable to the transportation and delivery of goods. Specifically, no Shipment shall contain any currency notes, hazardous chemicals, highly inflammable substances, biomedical waste, nuclear substances or waste, or any other substance or item, the transportation of which is prohibited by shipping, railway or airline companies or departments and other government and statutory authorities.
2. Logistics Partners shall accept Shipments in good faith, relying upon the description of the Products provided by the Seller, and RUPAYX “INRD” and the Logistics Partner disclaim all liability in the event of any Shipment, or the contents therein, failing to comply with all applicable laws or these Terms of Use, and the Seller shall indemnify and hold RUPAYX “INRD”, the Logistics Partner and their respective employees, officers and agents harmless against any claims, losses, expenses, penalties, fines, damages and judgements arising out of or in connection with the Seller’s failure to comply with applicable laws and these Terms of Use. The Logistics Partner may, at its sole discretion and without assigning any reason, inspect the contents of any Shipment. The Logistics Partner may, at its sole discretion, refuse to accept any Shipment if it believes or suspects that such Shipment or contents therein are contrary to applicable laws.
3. The liability of RUPAYX “INRD” and the Logistics Partner individually shall, under all circumstances without exception, be limited to the higher of: (i) [●] or (ii) the maximum standard liability of common carriers prescribed under the applicable law. It is advisable for the Seller to procure adequate insurance for all the Products offered for sale by the Seller. The Seller must use suitable packing materials for all Shipments, such that the contents are adequately protected. RUPAYX “INRD” and the Logistics Partner shall not be liable in any manner for any damage caused to any Shipment owing to inadequate or improper packing of the Products. All Shipments will be delivered only to the consignee at the address specified on the Waybill. It shall be the Seller’s sole responsibility and liability to ensure that the name and address of the consignee are properly communicated to the Logistics Partner. If the Seller is required to dispatch several Shipments to the same consignee, it shall be the Seller’s responsibility to ensure that the correct consignee name and address is captured on all such Shipments.
4. It shall be the responsibility of the Seller to ensure that Shipments are handed over to the Logistics Partner at or before the cut-off time prescribed by the Logistics Partner, in order to ensure that such Shipments are dispatched on the same day. The transit times prescribed by the Logistics Partners include only business days, and any non-business days or holidays will not form part of the calculations to determine the transit time and/or Estimated Shipping Date. The Seller shall ensure that all Shipments are accompanied by requisite declarations and forms, as prescribed under applicable laws, in order to facilitate faster clearances by government or regulatory authorities, as applicable.
5. If any Shipment is “returned to origin” for any reason whatsoever, the Seller shall make payment of freight charges to the Logistics Partner.
6. RUPAYX “INRD” and the Logistics Partner will not be responsible or liable in any manner for any damage to Shipments in the event of any “reverse pickup” from the consignee, or if the Buyer/consignee rejects the Shipment at the time of delivery, unless the same is on account of damage to the Shipment caused directly by the Logistics Partner. The Logistics Partner reserves the right to cancel any “reverse pickup” request without prior notice and without assigning any reason thereto.
7. Neither RUPAYX “INRD” nor the Logistics Partner shall be liable in any manner for any delay or failure of delivery of any Shipment for reasons beyond the reasonable control of RUPAYX “INRD” or the Logistics Partner, including without limitation on account of natural disasters, accidents, fire, labour issues, theft, war, etc.
8. The Seller agrees to indemnify and hold RUPAYX “INRD”, the Logistics Partner and their respective employees, officers and agents, harmless from and against any claim, loss, damage, expense, penalty or fine arising out of: (a) the Seller’s failure to comply with any applicable law and the Terms of Use, and (b) the Seller’s breach of any of the following representations and warranties made by Seller that:
1. all information provided by the Seller or the Seller’s representatives is up-to-date, complete and accurate;
2. the Shipment was prepared and packaged in secure premises by the Seller or the Seller’s representatives;
3. the Seller employed reliable and qualified staff to prepare and package the Shipment;
4. the Seller protected the Shipment against unauthorized interference during preparation, storage and transportation to the Logistics Partner; and
5. the Shipment is properly marked and addressed and packed to ensure safe transportation with ordinary care in handling to the appropriate consignee.
9. All disputes relating to the transportation, shipping and delivery of any Shipment shall be subject to the jurisdiction of the courts located in the city where such Shipment was booked and handed over to the Logistics Partner.