General Terms & Condition
Selling on Geoman Terms & Condition
Welcome to Geoman Worldwide Enterprise, a suite of optional merchant services including Selling on www.yourgeoman.com
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU’’) AND GEOMAN WORLDWIDE ENTERPRISE. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH GEOMAN WORLDWIDE ENTERPRISE.
As used in this Agreement, “we,” “us,” and “Geoman” means the Geoman company named in the applicable Service Terms. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.
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 Geoman, “Affiliate” means solely its Affiliates domiciled in India.
Your Geoman means www.yourgeoman.com
Geoman Transaction Information means, collectively, Order Information, and any other data or information acquired by you or your Affiliates from Geoman or its Affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder.
“Business Days” means any day of the week (excluding Sunday and public holidays) on which commercial banks are open for business in New Delhi, India;
“Content” means copyrightable works, any description of product or service and other content protected under applicable Laws.
“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.
Order Information” means, with respect to any of Your Products sold through the Geoman site, the order information and shipping information that we provide or make available to you.
“Local Currency” means Indian Rupees (INR).
“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 of India.
“Purchase Price” means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
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.
Geoman Seller Account means the online portal and tools made available by Geoman to you, for your use in managing your orders, inventory and presence on the Geoman site.
Service” means each of the following services that Geoman makes available on or in connection with the Geoman site: the Selling on Geoman Service.
“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.
Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or other source or business identifier, protected or protectable under applicable Laws.
Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Geoman may make available to you, for your use in managing your orders, inventory and presence on the Geoman site.
Your Materials” means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Geoman..
Your Product” means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on Geoman Service and/or fulfilled or otherwise processed through the Fulfilment by Geoman in connection with Your Account.
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. Also, as it is used in the Fulfilment by Geoman Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Geoman or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Geoman or (b) the fulfilment, shipping, any kind of wrapping or other actions by Geoman to Your Products pursuant to the Fulfilment by Geoman Service Terms.
Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
“Your Transaction” means any sale of Your Product(s) through the Geoman site.
Selling on Geoman Service
The Selling on Geoman is a Service that allows you to list products for sale directly via the Geoman site. By registering for or using selling on Geoman, you (on behalf of yourself or the business you represent) agree to be bound by the Agreement and these selling on Geoman service terms & condition. Unless defined in these Selling on Geoman Service Terms all capitalized terms have the meanings given them in the Agreement.
Jump to section:
S-1 Your Product Listings and Orders
S-1.A Products and Product Information
S-1.B Product Listing; Merchandising; Order Processing
S-1.C Shipping and Handling Charges
S-1.D Credit Card Fraud
S-2. Sale and Fulfilment, Refunds and Returns
S-2.A Sale and Fulfilment
S-2.B. Returns and Refunds
S-3. Problems with Your Products
S-3.A Delivery Errors and Nonconformities; Recalls.
S-3.B Any Guarantee and moneyback
S-6. Sales Proceeds & Refunds
S-6.A Nodal Account
S-7. Control of Site
S-8. Effect of Termination
S-9. Tax Matters
S-10. Customer Returns
S-11. Returns to You and Disposal
S-11.D Disposal of Unsuitable Units.
S-13. Customer Service
S-14.C Taxes on Fees Payable to Geoman
S-14.D Registration of Fulfilment Centres for VAT / CST / goods and services tax
S-18. Effect of Termination
S-19. Tax Matters
S-20. Additional Representation
S-1.A Products and Product Information. You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the Geoman site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Geoman 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. You may not provide any information for, or otherwise seek to list for sale on the Geoman Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Geoman Site. For each item you list on the Geoman Site, you will provide to us the District state or country from which the item ships.
S-1.B Product Listing; Merchandising; Order Processing.
We will list Your Products for sale on the Geoman site in the applicable product categories which are supported for third party sellers generally on the Geoman site on the applicable Selling on Geoman Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the Geoman Associated Properties or any other functions, features, advertising, or programs on or in connection with the Geoman site). Geoman reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Geoman site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Geoman site and Geoman may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-6.
S-1.C Shipping and Handling Charges:
For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Geoman site and further subject to any shipping and handling charge Programme Policies for the Geoman site. 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. For Geoman-Fulfilled Products, Geoman will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Geoman Service Terms.
S-1.D Credit Card Fraud. We will 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 Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will 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. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section S-2.B) that has been charged for an order that we stop or cancel.
S-2. Sale and Fulfilment, Refunds and Returns
S-2.A Sale and Fulfilment. Other than as described in the Fulfilment by Geoman Service Terms (if applicable to you), for the Geoman site for which you register or use the Selling on Geoman Service, you will: (a) source, sell, fulfill, ship and deliver your Seller-Fulfilled Products, and source and sell your Geoman-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Geoman site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Geoman site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Geoman information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (h) include an order-specific packing slip within each shipment of Your Products; (i) 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 (k) 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). For Geoman-Fulfilled Products, if any, the Fulfilment by Geoman Service Terms will apply to the storage, fulfilment and delivery of such Geoman-Fulfilled Products.
S-2.B Returns and Refunds. For all of Your Products that are not fulfilled using Fulfilment by Geoman, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Geoman Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of this Business Solutions Agreement. You will route all such payments through Geoman. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfilment by Geoman, the Geoman Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Geoman Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-6). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
S-3. Problems with Your Products
S-3.A Delivery Errors and Nonconformities; Recalls.
You are responsible for 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: (a) credit card fraud for which we are responsible under Section S-1.D; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification . Notwithstanding the previous sentence, for Geoman-Fulfilled Products, if any, the Fulfilment by Geoman Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.
S-3.B Any Guarantee and moneyback: If we inform you that we have received a claim under the “Any Guarantee” offered on the Geoman site, or any Moneyback or other dispute, concerning one of Your Transactions, you will deliver to us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable Geoman order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim or dispute is not caused by: (y) credit card fraud for which we are responsible under Section S-1.D or (z) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Geoman) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
We will provide storage services as described in these Geoman Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in Geoman site inventory. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them, we will, as your sole remedy, pay you the applicable Replacement Value (as described and defined in the Geoman guidelines for the Geoman site. Your have need to make update and maintain stock. Payment of the Replacement Value is our total liability for any duties or obligations that we or our agents or representatives may have as warehouseman, and your only right or remedy that you may have as a bailer. The Replacement Value is inclusive of any VAT/CST/good and services tax (as applicable) and if the Replacement Value is subject to VAT/CST/goods and services tax, you agree to provide a valid VAT/CST/goods and services tax invoice to Geoman. In consideration of payment of the Replacement Value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Geoman Site , and you will comply with any of these restrictions or limitations.
We will ship Units from our inventory of Your Products in connection with the Geoman site to the shipping addresses in India included in valid customer orders. We may ship Units together or single with products purchased from other merchants.
You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on Geoman Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on Geoman Subscription Fee” means the fee specified as such on the Selling on Geoman Fee Schedule for the Geoman site at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds”has the meaning set out in the Business Solutions Agreement; (y) “Closing Fees” means the applicable fee, if any, as specified in the Selling on Geoman Fee Schedule for the Geoman site; and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the Geoman site specified on the Selling on Geoman Fee Schedule for the Geoman site at the time of Your Transaction, based on the categorization by Geoman of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Geoman-Fulfilled Products. 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.
All taxes or surcharges imposed on fees payable by you to Geoman will be your responsibility.
S-6 Sales Proceeds & Refunds.
S-6.A Nodal Account. 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.
Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve“). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and charges.
S-6.B Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), 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 in accordance with Section S-2.B, on the next available Designated Day for Geoman site, 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.
“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you.
“Designated Day” means any particular Business Day of the week designated by Geoman on a weekly basis, in its sole discretion, for making remittances to you.
“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.
“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on Geoman Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Geoman site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Programme Policies (including fee payable under the Fee Schedule for Selling Geoman site), if applicable; and (h)tax collected at source under applicable Law.
S-6.C In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure“), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
S-7. Control of Site
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Geoman site and the Selling on Geoman Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the Geoman site and the Selling on Geoman Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list or require you not to list any or all products on the Geoman site in our sole discretion.
S-8. Effect of Termination
Upon termination of these Selling on Geoman Service Terms in connection with the Geoman site, all rights and obligations of the parties under these Service Terms with regard to the Geoman site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
S-9. Tax Matters
In addition to the General Terms, you agree that, unless otherwise agreed by Geoman in advance in writing, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that you may be required to remit in connection with such sale.
All payments by Geoman to you shall be made subject to any applicable withholding taxes and tax collection at source under all applicable Laws. Geoman will retain, in addition to its net fees together with any applicable taxes Geoman determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to Geoman sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, Geoman will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, Geoman shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Geoman and Geoman shall provide the necessary support and documentation as may be required by you for discharging your obligations.
Geoman has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Geoman successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.
Selling on Geoman Definitions
“Geoman-Fulfilled Products” means any of Your Products that are fulfilled using the Fulfilment by Geoman Service.
“Geoman Refund Policies” means the return and refund policies published on the Geoman site.
“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, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Geoman site; 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 Geoman 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.
Offer means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the Geoman site but that we do not honour or support (but only until such time as we honour or support the same on the Geoman site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of its affiliates’ membership-based customer loyalty or customer incentive programs.
“Required Product Information” means, with respect to each of Your Products in connection with the Geoman site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Geoman may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Geoman from time to time); (d) categorization within each Geoman product category and browse structure as prescribed by Geoman from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Geoman published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) 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; (i) 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; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us Harmonized System of Nomenclature.
“Seller-Fulfilled Products” means any of Your Products that are not fulfilled using the Fulfilment by Geoman Service.
“Starting/Launch Date Selling on Geoman means the date on which we first list one of Your Products for sale on the Geoman site.
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
“Showing/Mention Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
“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 Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Geoman only.
S-10 Customer Returns
S-10.A We will receive and process returns of any Geoman fulfillment Units in accordance with the terms of your Seller Agreement, these GEOMAN Service Terms and the Programme Policies for the Geoman site. Any Sellable Units registered in connection with the Geoman site that are also Geoman fulfillment units and that are properly returned will be placed back into the inventory of Your Products in the Geoman site. We may fulfill customer orders for Your Products in connection with the Geoman site with any Geoman fulfillment units returned in connection with the Geoman site. Except as provided in Section S-11, you will retake title of all Units that are returned by customers.
S-10.B We will, at your direction, either return or dispose of or destroy any unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section S-11 Without limitation of our rights under Section S-11.A we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section S-11, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within thirty (30) calendar days after we notify you of the Unsuitable Unit.
S-10.C You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns.
S-11 Returns to You and Disposal
S-11.A You may, at any time, request that Units be returned to you. We may return Units to you for any reason, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site located your designated shipping address within India. If the address we have for you in connection with the Geoman site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as provided herein. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any chekposts.
S-11.B You may, at any time, request that we dispose of or destroy Units. We may dispose of or destroy any Unit we are entitled to dispose of or destroy in the manner we prefer. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us as necessary for us to dispose of or destroy the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit.
S-11.C Direct seller will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products). For indirect seller we do all same things behalf of him.
S-11.D Disposal of Unsuitable Units. In the event any Unit is returned to our Site Fulfilment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement destroy such Unit in case (a) you fail to remove such Unit from our Site Fulfilment Centre within a period of thirty (30) days from the date we notify you; and (b) if we in our sole and absolute discretion determine that such Unit has no Replacement Value.
You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, E-way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfilment Department. You will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
S-13 Customer Service
S-13.A We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to Geoman Fulfilment Department. We will have the right to determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any Geoman Fulfilment Unit and to require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these Service Terms and the Programme Policies for the applicable Geoman site). Except as provided in this Section S-13 regarding any Geoman Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos.
S-13.A In situations relating to Geoman Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, we will, as your sole and exclusive remedy and at our option for any Geoman Fulfilment Unit (i) ship a replacement Unit to the customer and pay you the applicable Replacement Value (as described in the GEOMAN Guidelines for the Geoman site) for the replacement Unit or (ii) process a refund to the customer and pay you the Replacement Value for the Unit. Any customer refund will be processed in accordance with the Selling on Geoman Service Terms. Notwithstanding the terms of the Selling on Geoman Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on Geoman Service Terms and these Service Terms, respectively. Except as expressly provided in this Section S-13.C you will be responsible for all costs associated with any replacement or return.
S-13.C If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to Section S-11, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section S-10. If we do put it back into your inventory, you will compensate us for the applicable Replacement Value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the Geoman site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.
S-14.A You will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the GEOMAN Fee Schedule for the Geoman site. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by Geoman (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.
S-14.B Shipping For any Geoman Fulfilment Units we will determine the amounts charged to the customer for shipping services for the Units that we fulfil through the GEOMAN programme. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping charges to customer.
S-14.C Taxes on Fees Payable to Geoman. In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:
(a) all services provided by Geoman to you are being received by your establishment under your designated VAT / goods and services tax registration number; and
(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to Geoman belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to Geoman; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by Geoman in case of any changes.
Geoman reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize Geoman to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to Geoman upon request. Geoman reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid or valid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by Geoman.
All payments by Geoman to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. Geoman will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to Geoman sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, Geoman will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, Geoman shall have the right to utilize the retained amount for discharging its tax liability.
Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Geoman and Geoman shall provide necessary support and documentation as may be required by you for discharging your obligations.
Geoman has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Geoman successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.
Any taxes applicable in addition to the fee payable to Geoman shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.
S-14.D Registration of Fulfilment Centres for VAT / CST / goods and services tax: Geoman understands and agrees that you would be required to register the Geoman Fulfilment Centres wholly or partly as your place of business from a VAT / CST / goods and services tax regulations perspective. Geoman shall issue a no-objection certificate as required to enable you to register the Site Fulfilment Centres as your additional place of business from a VAT / CST / goods and services tax regulations perspective. Geoman shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified Geoman and its Affiliates, in addition to Section S-16, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfilment Department are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while Geoman would support this process as reasonably required. You further represent and warrant that you will not register Site Fulfilment Centres as your principal place of business but only as an additional place of business.
In addition to your obligations under Section 6 of the Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death or property damage; and b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.
You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the “Releasing Parties“), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge Geoman and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the “Released Parties“), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses“) which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these GEOMAN Service Terms, which the Releasing Parties are giving up by agreeing to these GEOMAN Service Terms. It is your intention in agreeing to these GEOMAN Service Terms that these GEOMAN Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
S-18 Effect of Termination
Following any termination of the Business Solutions Agreement or these GEOMAN Service Terms in connection with the Geoman site, we will, as directed by you, return to you or dispose of or destroy the Units registered in connection with the Geoman site as provided in Section S-11 If you fail to direct us to return or dispose of or destroy the Units within thirty (30) calendar days after termination, then we may elect to return and/or dispose of or destroy the Units in whole or in part, as provided in Section S-11, and you will be deemed to have consented to this. Upon any termination of these GEOMAN Service Terms in connection with the Geoman site, all rights and obligations of the parties under these GEOMAN Service Terms with regard to the Geoman site will be extinguished, except that the rights and obligations of the parties under Sections S-1 to S-20 with respect to Units received or stored by Geoman as of the date of termination will survive the termination.
S-19 Tax Matters
You understand and acknowledge that storing Units at the Site Fulfilment Centres may create a tax presence for you in the applicable territory in which the Site Fulfilment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage. You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold Geoman and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section S-15 of these GEOMAN Service Terms and agree to pay any of these over to Geoman promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.
S-20 Additional Representation
In addition to your representations and warranties in Section-5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these GEOMAN Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).
“Geoman Fulfilment Units” means Units fulfilled using GEOMAN that are sold through the Geoman site. For avoidance of doubt, if you have successfully registered for both GEOMAN and Selling on Geoman for the Geoman site, then the term “Geoman Fulfilment Units” and the defined term “Geoman-Fulfilled Products” in the Selling on Geoman Service Terms both refer to the same items.
“GEOMAN Excluded Product” means, with respect to the Geoman site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Programme Policies for the Geoman site.
“Sellable Unit” means a Unit that is not an Unsuitable Unit.
“Seller Agreement” means the Selling on Geoman Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Geoman) between you and us that permits you to list and sell products via the Geoman site.
“Shipping Information” means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
Site Fulfilment Department means the fulfilment centre(s) designated or used by Geoman to store and fulfil Units in connection with a particular Geoman site.
“Unit” means a unit of Your Product that you deliver to Geoman in connection with the GEOMAN Programme in connection with the Geoman site.
“Unsuitable Unit” means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with Geoman before shipment or do not match the product that was registered; (c) that is an GEOMAN Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Programme Policies); or (d) that Geoman determines is otherwise unsuitable.