Merchant Agreement

Read out our Merchant agreement before you sign up.

This agreement is between M/s IQ Comtech Pvt. Ltd, a Company incorporated under the Companies Act, 1956, having its Registered Office at Vardhaman Heights , T.B .Kadam Marg , Byculla (E), Mumbai-27, hereinafter called as “IQCT” and You, the user, including individual and / or the legal entity of all kinds, hereinafter called as You. “IQCT” has developed a software called in the name of “SELL 365” which is located at www.sell365.com, which enables You to build online stores to sell Your own and third party product(s) and render Your services, to the end-user(s), directly. In addition, “IQCT” offers relevant services also i.e _______________________________________________, at the option of You.

I. Competency to this agreement

You must be 18 years old or above, this is applicable to both individual user and a person, who is representing the legal entity of all kinds, with proper authority. You, the user, represents that You are in sound mind and not disqualified by any law from contracting.

II. Relevant service(s)

For availing the relevant service(s), as mentioned above, Your specific request/consent, is needed and also You have to pay separately to execute separate terms and conditions.

III. Activation of Account

Upon Your acceptance of this agreement, “IQCT” will activate Your account, through which You can build Your online store to sell Your or third party (s) product(s) and render Your services, to the end-user(s) directly.

IV. Additional service(s)

At Your request / consent and upon payment, “IQCT” or its authorized agent, provide the additional services such as acquisition, registration, and administration of new and / or ongoing domain names.

You hereby agree to waive all the losses, damages, claims and expenses that You may have or which may arise later, against “IQCT”, for doing the above additional services for and on behalf of You.

You hereby agree to indemnity “IQCT” from all the losses, damages, claims and expenses arising from any third party for doing the additional service(s) for and behalf of You.

“IQCT” reserves its sole discretionary right either to accept or refuse to provide such additional service(s) to You.

V. Control of Your store and its contents

You are solely responsible to build, develop, operate, and maintain Your online store including receiving, accepting, processing, and delivering the end-user(s) order(s) generating through Your store, and also handling end-users complaint, inquiries and dispute anything arising from order(s), service(s) or sale(s) generated through Your store.

You are solely responsible for creating, managing, altering, modifying, editing, reviewing, deleting or otherwise controlling any or all content displayed on or in Your store, regardless any design or customization services provided by “IQCT” to You under this Agreement, including all descriptions of the product(s) and service(s) You offer to customers of Your Store and user-generated content on and related to Your store. “IQCT” gives You full freedom over Your content, hence it should not violate / infringe any applicable law or regulation and the content must be compatible with the software. You can enjoy all the rights under Intellectual Property Rights over Your content(s), exclusive of any design or customization Services provided by “IQCT”.

Since “IQCT” provide software to You with ability to build online store through which You can sell Your product(s) or render service(s) to the end – user and such software is acting only as a medium to sell, promote, market Your product(s) and / or Your service(s), hence “IQCT” has no responsibility over Your content, product(s) and service(s) listed therein and not liable to You or to any third party.

You hereby agree to indemnify “IQCT” from all the losses, damages, claims, and expenses arising from any third party, against “IQCT”, about reliability of Your content, product(s) and service(s) listed therein.

You are hereby permitted to list advertisement(s), in Your store, from any third party advertiser, on a condition to share the income generated through such advertisement(s), as per price policy.

VI. License of Content

You hereby grant to “IQCT”, its affiliates and any service providers (including, but not limited to advertising and promotional partners) a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your Content solely for the execution of this Agreement. To prevent all doubt, the above granted license includes a license for purpose of marketing. Though You grant us a license to upload Your Content [including all Your product(s) and Service(s)] in “IQCT’s” tool ie. www.sell365.com and / or to such Third Party tools, it is a sole discretion of “IQCT” to upload the Content.

VII. Covenants by You

You covenant that Your product(s) and / or Your service(s) and its contents shall not

  1. Be restricted item(s) and / or prohibited item(s) under Indian Law(s)
  2. Be false, confusing, inaccurate, misrepresenting or misleading
  3. Be without title and authority
  4. Be fraudulent, duplicate, counterfeit or stolen,
  5. Violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising)
  6. Violate / infringe any Intellectual Property rights of any third party.
  7. Be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
  8. Be obscene or contain child pornography
  9. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  10. Involve the transmission of any unsolicited commercial or bulk email (known as "spamming"). You shall not use Your account or Your store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
  11. Involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
  12. Be harmful or potentially harmful to “IQCT” Server structure as determined at “IQCT”' sole discretion, including without limitation overloading “IQCT” technical infrastructure;
  13. Involve subleasing Your account or offering "free space" on or other access to Your account or Your Store to third parties;
  14. Create liability for “IQCT” and its subcontractors or expose them to undue risk. You will not engage in activities that “IQCT”, at its sole discretion, determines to be harmful to “IQCT”' affiliates, operations, reputation, or goodwill ; or
  15. Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation.
  16. (“IQCT” reserves its rights to change the above covenant(s) from time to time)

VIII. Payment Terms

  1. You agree to pay a non-refundable annual subscription fee for using the software and its services, in advance. Either You can choose automatic renewal option or manual renewal option. In the former, Your subscription for the software will be renewed automatically at the end of last billing cycle and its annual subscription fee will be debited automatically from the designated account provided by You. In the latter, You have to renew Your account manually at the end of last billing cycle and to pay the subscription fee manually. The fee is exclusive of all present and future levies, taxes, duties, octroi charges etc.
  2. In addition to the above fee, if any sale of Your product(s) or getting offer to render service (s), done through the “IQCT’s” tool ie. www.sell365.com and / or through such Third Party tools, You hereby specifically agree to pay commission as per the pricing policy. The commission varies from product to product and service to service.

(“IQCT” reserves its rights to change the fee and / or commission from time to time)

IX. Payment Gateway System and its facilitation

“IQCT” has entered into an agreement with ____________ for online payment gateway system, for securing the payments. It facilitates the end-user to pay the sale price and / or service charges directly to the account of “IQCT”, through online. You request to use the above facility for securing Your payment from the end-user and “IQCT” hereby agrees to extend such facility to You.

You hereby agree to receive, the paid sale price and / or service charges by the end-user, from “IQCT”, within ___ days from the date of respective payment. This payment shall be made to You only after getting confirmation or proof of delivery, from the end-user. If the end-user is not satisfied with Your product(s) and / or service(s), the respective payment will be put on hold by “IQCT” until it get the end-user’s satisfactory report from You, otherwise such payment will be returned to the end-user. For availing such service You hereby agree and authorize “IQCT” to deduct __ % of the total value of each bill.

X. Disclaimer of Warranties

“IQCT” disclaims to the [fullest] extent authorized by law any and all [other] warranties, whether express or implied, including, without limitation, any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose. Without limitation of the foregoing, “IQCT” expressly does not warrant that:

  1. The software will meet Your requirements [or expectations].
  2. The software or the software content will be free of bugs, errors, viruses or other defects.
  3. Any results, output, or data provided through or generated by the software will be accurate, up-to-date, complete or reliable.
  4. The software will be compatible with third party software.
  5. Any errors in the software will be corrected.

XI. Limited Liability

In no event, “IQCT” shall be liable to You or any party related to You for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits, even if “IQCT” has been advised of the possibility of such damages.

In any event, the total aggregate liability of “IQCT” to You for all damages of every kind and type (regardless of whether based in contract or tort) shall not exceed the fee and /or commission paid by You to “IQCT” for availing the services mentioned in this agreement.

XII. Indemnity

You agree to protect, defend, indemnify and hold “IQCT”, harmless from and against all claims, suits, demands, causes of action, liabilities, expenses, cause, liens, rights in rem and judgments of every kind and character, without limit, which may arise in favour of You, Your employees, agents and sub-agent or its employees on account using the Software or its breach of any term of this Agreement. “IQCT” will provide You with notice of any such claim or allegation, and it will have the right to participate in the defense of any such claim at Your expense.

XIII. Data and Privacy Policy

As between “IQCT” and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). “IQCT” does not sell or rent Your Data to third parties for marketing purposes without Your consent.

You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy. You must post, maintain and adhere to Your privacy policy that informs Your Store customers what Customer Data is collected, how it is used, the effective date of Your privacy policy and how customers of Your Stores can learn of changes to Your privacy policy. You shall include a hyperlink to Your privacy policy on the home page of Your Store and on all pages where You collect Customer Data. In addition, You must prominently include within Your Store a privacy policy statement notifying Your customers that Your Store is hosted by “IQCT” and that “IQCT”, including its service providers, promotional partners, parent entity and affiliates may have access to aggregated information about customers of Your Store in order for “IQCT” to analyze performance and make improvement to “IQCT” products. If you are an “IQCT’s” Express merchant, Your privacy policy may be posted by way of a visually separate (as with lines or color changes) section within Your "About Us" page and Your home page may hyperlink to the Privacy Policy section. You may not use Your customer information to send unsolicited commercial messages (spam).

You are responsible for keeping Your password in a secure place and for maintaining the confidentiality of Your password. You agree not to disclose Your password to any third party. You agree to immediately notify “IQCT” if you suspect any unauthorized use of Your account or access to Your password. You are solely responsible for any and all use made of Your account. 

XIV. Termination

If You breach any of the clause of this agreement, without prejudice to our further claim, “IQCT” will issue a warning notice to You for rectifying the breach. If You fail to rectify it within 48 hours, without any further notice, Your activation account, either partially or fully, will be suspended, temporarily for 15 days, thereafter also if such breach continues, the termination notice will be issued to You.

Either of the party can issue a termination notice by giving 30 days time to the other party.

XV. Rights upon termination

In the event of expiration or termination for any reason, the licenses granted under this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as set forth in the Pricing Policy and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of “IQCT” to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.

XVI. Independent relationship

The Agreement does not create any agency, partnership, joint venture or joint dealership between the parties and You and “IQCT” are independent contractors. Subject to all compliance with the Agreement, You shall be solely responsible for the manner in which works are performed.

XVII. Force Majeure

In the event of either party being rendered unable by Force Majeure to perform any obligations required to be performed by them under this Agreement, the relative obligation of the party affected by such Force Majeure shall upon notification to the other party be suspended for the period during which such cause lasts.

The term “Force Majeure” as employed herein shall mean Act of God, War, Revolt, Riot, Fire, Flood and Orders, Acts and Regulations of respective Government of the two parties, namely “IQCT” and You.

XVIII. Confidentiality

The terms and conditions of this Agreement are absolutely confidential between the parties and shall not be disclosed to anyone else, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement. All Confidential Information shall at all times remain the personal property of “IQCT” and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to “IQCT” immediately upon “IQCT's” request.

XIX. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the Laws of India. The “IQCT’s’ both websites i.e www.sale365.com and www.sell365.com , are only advertising and marketing websites and do not focus any particular market of any state / country and per se available only in India. Hence, no specific and personal jurisdiction available to You against “IQCT’s” and its websites i.e www.sale365.com and www.sell365.com , in anywhere, except in India. All the differences and disputes arising out of this will be subject to the Jurisdiction of Mumbai Courts, India.

XX. Heading(s)

The “Headings” and “Sub-Headings” are used herein only for convenience and identification, and does not reflect or give any meaning and interpretation to the contents of the agreement.

XXI. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In such case, Parties will include one or more new provisions in the Agreement, which enables them, if possible, to reach the same or a similar result as envisaged by the stricken provision.

XXII. Survival

Even after expiration or termination of this agreement also the ownership, fee (pending fee, claim etc), disclaimer of warranties, Limited liability, indemnity, data & Privacy Policy, Rights upon termination clauses will survive.

XXIII. Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to M/s IQ Comtech Pvt. Ltd, Vardhaman Heights , T.B .Kadam Marg , Byculla (E), Mumbai-27.

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