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URVANN INDIA PRIVATE LIMITED — SELLER AGREEMENT

This Seller Agreement (“Agreement”) is a legally binding contract between Urvann India Private Limited (a company incorporated under the Companies Act, 2013) with its registered office at New Rajinder Nagar, Delhi-110060, hereinafter referred to as “Urvann”, and any individual, firm, company, or entity that registers as a seller on the Urvann Platform, hereinafter referred to as “Seller”.

By registering, listing, or otherwise transacting on the Urvann platform, the Seller acknowledges and agrees to be bound by this Agreement in full.

This Agreement, together with any schedules, policies, and other terms incorporated by reference on the Urvann website, constitutes the entire agreement between Urvann and the Seller concerning the sale of products through the Urvann Platform.

1. Acceptance; Deemed Agreement; Amendments

1.1 Deemed Acceptance. By registering as a Seller, accessing a Seller Panel account, uploading product listings, or accepting orders on the Urvann Platform, the Seller is deemed to have read, understood and accepted this Agreement and all policies and schedules referred to or posted on the Urvann website.

1.2 Amendments. Urvann may update, modify, or amend this Agreement, the Commission Schedule, Payment Timelines, Service levels, and other policies by posting revised versions on the Platform. The Seller must review these materials regularly; the Seller’s continued use of the Platform after posting constitutes the Seller’s deemed acceptance of such changes.

1.3 Survival. Provisions that by their nature should survive termination or expiration (including confidentiality, indemnity, limitation of liability, and payment obligations) shall so survive.

2. Representations & Seller Eligibility

2.1 Authority to List. By listing any product on the Platform, the Seller represents and warrants that it has full legal right, title, authority and all requisite licences, permits and approvals to list, market, offer for sale and sell such product through the Platform, and that such listing and sale will not infringe any third-party rights or applicable laws.

2.2 Product Legality & Compliance. The Seller represents and warrants that each Product listed complies with all applicable Indian laws, rules and regulations (including but not limited to consumer protection, product safety, labelling, packaging, import/export, hazardous materials, and tax laws) and that all mandatory disclosures and certificates are provided in the listing as required.

2.3 Accurate Information. The Seller represents and warrants that all information supplied to Urvann (including product content, images, dimensions, materials, weight, price, HSN code, and tax rates) is complete, accurate, up-to-date and not false or misleading in any respect.

3. Seller Responsibilities

The Seller shall at all times perform the following obligations carefully, professionally, and in accordance with this Agreement, Platform policies, and applicable law:

3.1 Inventory Management & Listing Maintenance. The Seller shall maintain accurate, real-time inventory levels in the Seller Panel and promptly update stock to reflect sales, cancellations, damage or inventory used elsewhere. The Seller shall ensure images, descriptions, dimensions, and product attributes are current and fully reflect the actual product to avoid customer complaints and returns.

3.2 Listing Process & Review. The Seller shall provide required product assets (images, titles, descriptions, HSN, tax rates, SKUs, and inventory counts) for upload. Urvann may upload listings on behalf of the Seller upon request; the Seller must review and confirm accuracy prior to the listing going live. The Seller remains fully liable for any inaccuracies.

3.3 Pricing & Taxation Declarations. The Seller shall set product prices and declare applicable tax rates and HSN codes. The Seller is solely responsible for correct tax treatment and for remitting any taxes required by law; Urvann is not a tax advisor and may rely on Seller-provided tax classifications.

3.4 Order Acceptance, Packing & Dispatch. Upon an order being placed on the Platform and payment being accepted by Urvann (prepaid only), the Seller shall pack and dispatch the Product within the timeframes communicated via the Seller Panel (e.g., within 24 hours where stipulated) except on Seller-declared holidays. Packaging must be adequate to prevent damage; fragile goods must be packaged in accordance with reasonable industry practice.

3.5 Shipping Details & Delivery Confirmation. The Seller shall promptly enter accurate shipping/tracking information into the Seller Panel and mark orders as delivered when appropriate. The Seller remains responsible for ensuring delivery completion, and any failure to provide timely or accurate shipping information shall be the Seller’s responsibility.

3.6 Returns, Refunds, Replacements & Customer Service. The Seller shall accept and process returns, refunds or replacements in accordance with Urvann’s return policy and applicable law, including the minimum 2-day return window for wrong or defective products unless otherwise specified. While Urvann will manage the incoming customer service inquiries on its platform, the Seller shall honour valid return requests promptly, and bear all costs for reverse logistics, refunds, replacements, or remediation arising from the Seller’s products. In case of invalid requests, the seller shall promptly respond to the case. In case of dispute, the decision of Urvann will be final and binding.

3.7 Quality, Safety & Product Liability. The Seller is solely responsible for product quality, fitness for purpose, safety, and compliance; all liabilities, claims, damages or penalties raised by customers or authorities relating to the Products sold by the Seller shall be borne exclusively by the Seller. The Seller shall, at its own cost, handle complaints, recalls, and remedies, and shall promptly notify Urvann of any safety issues or product recalls.

3.8 Packaging, Insurance & Transit Risk. The Seller shall arrange for proper packaging and bear risk of loss, damage, or deterioration of Products until delivery to the customer is completed as per the Platform’s delivery confirmation. The Seller is responsible for obtaining appropriate insurance as desired for transit or storage risks.

3.9 Seller-Funded Promotions & Pricing Offers. The Seller may run Seller-funded discounts or promotions on its listings after registering such promotions with Urvann as required; the Seller shall bear the full financial cost and operational obligations arising from such promotions, and shall not hold Urvann responsible for Seller discounts.

3.10 Panel Access, Credentials & Security. The Seller shall maintain strict control over Seller Panel credentials and account access details. Seller Panel credentials must not be shared with any third party except with Urvann’s prior written permission. Any authorized or unauthorized use of the Seller Panel shall be deemed to be by the Seller, and the Seller shall be fully liable for all actions taken via its account. If the Seller suspects credentials have been compromised it shall immediately change credentials and notify Urvann.

3.11 No Customer Diversion & Customer Data Use. The Seller shall not, directly or indirectly, contact Platform customers for the purpose of diverting or soliciting orders off the Platform, nor shall the Seller retain, copy, use or otherwise exploit customer contact or transaction data for purposes beyond fulfilling Platform orders. Any attempt to divert customers, use customer data for marketing, or to fulfill orders outside the Platform shall be a material breach and the Seller shall bear the full financial impact, including but not limited to lost commission, lost fees, marketing expenses, consequential losses, and other damages as calculated by Urvann.

3.12 Recordkeeping & Audit Cooperation. The Seller shall maintain accurate business records relating to orders, shipments, returns, and tax filings for a reasonable period and shall, upon reasonable notice, provide such records to Urvann or its authorized representatives for audit, compliance checks or dispute resolution. The Seller shall cooperate fully in any investigation, claim, or product safety matter.

3.13 Compliance with Law. The Seller shall comply with all applicable statutes, rules, regulations and standards in relation to the listing, sale, packaging, labelling, export/import, storage, transportation, and sale of Products and shall be responsible for any penalties that arise from non-compliance.

4. Urvann Services

4.1 Platform Access & Technology. Urvann provides the digital infrastructure, Seller Panel, payment gateway integration, and related technology to facilitate listing, order flow, and settlement operations. While Urvann endeavours to maintain and update these services reliably, Urvann’s public materials and website describe the services in summary only and do not give rise to warranties on Urvann’s part beyond those expressly stated.

4.2 Marketing & Platform Promotion. Urvann may, at its discretion and subject to marketing budgets and priorities, advertise and promote the Urvann platform and platform-level offers. Such promotional activities are intended to support platform traffic and visibility generally; Urvann does not guarantee specific sales, rankings, or placement for any Seller and provides these marketing activities on a best-endeavours, non-guaranteed basis.

4.3 Payment Processing. Urvann engages payment service providers to accept customer payments on a prepaid basis, reconcile transactions, and make Seller settlements per the procedures and timelines communicated to Sellers. Urvann’s management of payment processing is provided as a service on the Platform and is not an assumption of Seller’s legal obligations for taxes, compliance, or product performance.

4.4 Listing Assistance. Urvann may, on request and at its discretion, assist in uploading Product listings and content. Any assistance provided by Urvann in listing is administrative in nature; the Seller must verify and approve content before final publication and remains fully responsible for accuracy and compliance.

5. Fees, Commission, Schedules & Payment Terms

5.1 Commission & Fees. Urvann will charge a flat 25% commission + applicable GST on all product listing prices. The Seller shall review the Commission regularly.

5.2 Changes to Commission & Fees. Urvann reserves the right to change the Commission structure or other fees at any time by posting revised details on the contract. Any change will be effective as posted; continued use of the Platform constitutes acceptance of revised fees. 

5.3 Settlements; Periodic Payments. Urvann will settle amounts due to the Seller periodically as per the payment timelines and procedures communicated to the Seller. Settlements will be net of Urvann’s fees, taxes (as applicable), returns, reimbursements, adjustments, and any amounts recoverable under this Agreement.

5.4 Deductions & Recovery. Without limiting other rights, Urvann may offset against amounts due to the Seller any amounts payable by the Seller to Urvann (including refunds to customers, chargebacks, penalties or breach amounts) by making appropriate deductions in the settlement, issuing debit notes or credit notes, or pursuing other recovery methods.

5.5 Taxes & Withholdings. The Seller shall be responsible for all taxes, duties, levies or other governmental charges associated with the sale of Products, except as otherwise agreed in writing. Urvann may withhold or deduct taxes as required by law.

6. Breach, Financial Recovery & Remedies

6.1 Breach Assessment & Recovery. If Urvann determines, acting reasonably, that the Seller has breached this Agreement (including diversion, misrepresentation, non-dispatch, or otherwise), Urvann may calculate the financial implications of the breach, including but not limited to lost revenue, commissions, refunds, marketing costs, customer compensation, and consequential damages.

6.2 Methods of Recovery. The Seller expressly authorizes Urvann to recover such amounts by one or more of the following methods: deduction from current or future payouts to the Seller, issuance of debit notes or credit notes, set-off against other amounts due to the Seller, or other lawful recovery mechanisms. Urvann may also pursue direct legal claims where appropriate.

6.3 Interim Measures. In cases of serious or repeated breaches (including customer diversion), Urvann may, without prejudice to other remedies, suspend the Seller’s account, withhold settlements, or place the Seller in a restricted status pending investigation.

6.4 Penalties & Performance Charges. Urvann may, in accordance with published policies, levy penalties for repeated late dispatch, high return rates, poor customer service, or breaches of platform policies. All penalties will be reasonable, communicated and may be adjusted for materiality and pattern of breaches.

7. Indemnity

7.1 Seller Indemnity. The Seller agrees to fully indemnify and keep indemnified, defend, and hold Urvann, along with its affiliates, directors, officers, employees, and agents (collectively referred to as the “Indemnified Parties”), harmless from and against any and all actions, claims, demands, liabilities, losses, damages, costs, expenses, penalties, or legal proceedings (together, “Losses”) that may arise, directly or indirectly, as a result of or in relation to the Seller’s products, conduct, or breach of obligations under this Agreement.

7.2 The Seller shall, at its sole cost, assume full responsibility for handling, defending, and settling any such claims, and shall promptly reimburse Urvann for any Losses actually incurred by Urvann in connection therewith

7.3 Urvann shall have the right to participate in the defense of any such claim with counsel of its choice, at the Seller’s cost, and no settlement may be entered into by the Seller without Urvann’s prior written consent.

8. Limitation of Liability

8.1 No consequential damages. To the fullest extent permitted by law, Urvann will not be liable (whether in contract, warranty, tort (including negligence, strict liability, product liability or other theory), or otherwise) to the seller or any other person for: (a) the cost of cover, recovery, or recoupment of any investment made by the seller or its affiliates in connection with this agreement; (b) any loss of profit, revenue, business, goodwill, or data; or (c) any indirect, incidental, punitive, special, exemplary or consequential damages arising out of or relating to this agreement, even if Urvann has been advised of the possibility of such costs or damages.

8.2 Direct damages. Urvann’s liability for direct damages arising out of or in connection with this agreement shall be limited to the extent permitted by applicable law. The parties agree that the foregoing limitations reflect a reasonable allocation of risk given the fees charged hereunder and are an essential basis of the bargain between the parties.

9. Confidentiality & Use of Information

9.1 Confidential Information. “Confidential Information” means non-public information disclosed by Urvann to the Seller (including customer and transaction information, pricing, analytics, business processes and technical information) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

9.2 Obligations. The Seller shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; (c) not disclose Confidential Information to any third party except to its employees or contractors who need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and (d) implement reasonable security measures to protect Confidential Information.

9.3 Publicity & Brand Use. The Seller shall not make any public statement, press release, or promotional representation about its relationship with Urvann, nor use Urvann’s trademarks, logos or brand assets in any manner without Urvann’s prior written permission. Any misuse of Urvann’s brand or misrepresentation of the relationship is a material breach.

10. Customer Data Protection & Privacy

10.1 Ownership & Use. All customer information accessed or provided via the Platform remains the property of Urvann. The Seller shall access and use such data only for permitted operational purposes directly related to order fulfilment and only in accordance with applicable privacy laws and this Agreement.

10.2 Prohibitions. The Seller shall not copy, harvest, export, or otherwise extract customer contact details for marketing outside the Platform, or use customer data to solicit purchases outside the Platform. Any prohibited use will be considered a material breach and subject to recovery measures described herein.

10.3 Security. The Seller shall implement and maintain reasonable administrative, technical and physical safeguards to protect customer data in its possession against unauthorized access or disclosure.

11. Product Complaints, Recalls & Authorities

11.1 Customer Complaints. The Seller shall promptly respond to and resolve customer complaints concerning the Products. Where required, the Seller shall cooperate with Urvann in resolving high-priority or escalated customer issues.

11.2 Recalls & Regulatory Action. If regulatory authorities assert any requirement for recall, remediation, or stop-sale related to a Product, the Seller shall immediately notify Urvann, cooperate fully in any recall, and be solely responsible for the costs and liabilities of such recall or regulatory action.

12. Audit Rights & Records

12.1 Audit. Urvann may, upon reasonable notice, audit the Seller’s records, facilities or processes to verify compliance with this Agreement, applicable laws and published policies. The Seller shall cooperate and make records available in a timely manner.

12.2 Retention. The Seller shall retain records of transactions, tax filings, shipping documents, returns and other business records for a minimum period required by law and as specified in Platform policies and shall produce such records upon request.

13. Suspension & Termination

13.1 Suspension. Urvann may suspend the Seller’s access to the Platform immediately and without prior notice if Urvann reasonably believes Seller has breached this Agreement, engaged in fraudulent activity, diverted customers, presented a health or safety risk, or otherwise acted in a manner harmful to customers or the Platform.

13.2 Termination by Urvann. Urvann may terminate this Agreement for cause (material breach) immediately, or without cause upon notice. Upon termination, Urvann may remove listings and withhold funds as necessary to cover refunds, chargebacks, or breach recoveries.

13.3 Termination by Seller. The Seller may terminate this Agreement by providing notice in accordance with the Platform process; however, termination shall not relieve the Seller from the obligation to fulfil all open orders, process returns and refunds, and settle any outstanding liabilities incurred prior to termination. The Seller shall continue to be bound by relevant post-termination provisions (including indemnity and confidentiality).

14. Force Majeure

Neither Urvann nor the Seller shall be liable for failure or delay in performing obligations caused by events beyond their reasonable control (including acts of God, strikes, pandemics, government action, war, or other force majeure). The affected party shall notify the other and use reasonable efforts to resume performance.

15. Intellectual Property

15.1 License to Use Seller Content. The Seller grants Urvann a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish and display the product images, descriptions and any content provided by the Seller for the purposes of listing, advertising, promoting and fulfilling Orders on the Platform.

15.2 IP Warranties. The Seller warrants that any content provided does not infringe any third-party intellectual property rights. The Seller shall indemnify Urvann for any IP infringement claims arising from Seller content.

16. Assignment; Severability; Entire Agreement

16.1 Assignment. The Seller may not assign or transfer its rights or obligations under this Agreement without Urvann’s prior written consent. Urvann may assign or novate this Agreement in connection with a sale, reorganization or transfer of the business.

16.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, it shall be severed and the remainder of the Agreement shall continue in full force and effect.

16.3 Entire Agreement. This Agreement constitutes the entire understanding between Urvann and the Seller regarding the subject matter and supersedes all prior agreements, communications, or understandings.

17. Notices

All notices required or permitted under this Agreement shall be delivered via the Seller Panel, email addresses on record, or as otherwise specified on the Platform. Notices shall be effective upon receipt.

18. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of India. The Parties shall attempt to resolve disputes amicably. If unresolved, disputes will be referred to arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in the city specified by Urvann on the Platform, and proceedings conducted in English, unless otherwise agreed.

19. Schedules, Policies & How to Use Them

19.1 Schedules & Policies. The Commission Schedule, Payment Timelines, Return & Refund Policy, Performance SLAs and other operational schedules and policies are incorporated by reference and available on the Platform or informed to the seller. The Seller must review these schedules regularly.

19.2 Priority. In the event of conflict between this Agreement and any schedule, the schedule shall prevail only to the extent expressly stated in that schedule and as applicable.

20. Remedies Cumulative

Except as expressly provided herein, the rights and remedies provided in this Agreement are cumulative, not exclusive, and are in addition to any other rights or remedies available at law or in equity.

ACKNOWLEDGEMENT

By listing products, creating or using a Seller Panel account, or otherwise transacting on the Urvann Platform, the Seller acknowledges that it has read, understood and accepted this Agreement together with the Commission Schedule, Payment Timelines, and platform policies available on the Urvann website. The Seller agrees that continued use of the Platform constitutes ongoing acceptance of the Agreement as updated from time to time.