SELLER AGREEMENT TERMS AND CONDITIONS
Words and expressions used in the General Terms and Conditions and Special Conditions shall have the following meanings:
- Commission: remuneration for the Services, calculated on the basis of 7% percentage of the Listing Price of the Good or Goods of a fulfilled Customer Agreement (with Order status “delivered” in the IT tool provided by Isha Creations Pte Ltd), exclusive of goods and services tax and any other taxes and fees applicable by law. Coupons, discounts, gift certificates or other offers and incentives, as may be applied to the Listing Price, shall not be considered in the Commission calculation. The Commission is calculated in SGD currency and not including paypal processing fee.
- Content Material: accurate and complete product information, text, images, graphics, designs, pictures, logos, charts, and any other information or proprietary materials related to the Goods , in accordance with applicable Goods Category specific requirement set by Isha Creations Pte Ltd , in the format and schedule required by Isha Creations Pte Ltd.
- Customer Agreement: the agreement between the Seller and the Customer concerning the sale of the Goods, which is the scope of the Order, upon verification and acceptance of the order.
- Customer: a third party, who purchases Goods on the Platform.
- Goods Category: the products (including any installment of the products or any parts for them) which the Seller lists for sale or intends to list and sell to customers on and through the platform.
- Goods Category: one of the categories and subcategories of Goods listed on the Platform. Product categories include : (1) Automotive & Gadgets ; (2) Cameras; (3) Computers & Laptops; (4) Consumer Electronics; (5) Fashion; (6) Health & Beauty; (7) Home & Living; (8) Home Appliances; (9) Lifestyle; (10) Media, Games & Music; (11) Mobiles & Tablets; (12) Sports & Outdoors; (13) Toys, Kids & Babies; (14) Travel & Luggage; and (15) Watches.
- Intellectual Property: means all copyright, patents , utility innovations, trademarks and services marks, geographical indications.
- In writing or written: (i) certified mail with acknowledgment of receipt; (ii) mail delivered in person (iii) certified electronic mail to the address.
- Isha Creations Pte Ltd Policies: Isha Creations Pte Ltd policies which may be notified / communicated to the Seller via email, policy is displayed in the website. Seller shall be responsible and shall be deemed to have read Isha Creations Pte Ltd Policies made available through the website /emails.
- Listing Price: listing price of the Goods on the Platforms (i.e., total price including any applicable tax by law).
- Order: order for the sale of Goods to a Customers on or through the Platform.
- Payments: Payment amounts Isha Creations Pte Ltd shall credit to the Seller’s account collected by Isha Creations Pte Ltd in accordance with Article 15.1, less any sums which Isha Creations Pte Ltd is entitled to set-off in accordance with Article 14.4 and any other provision of the Seller Agreement. Unless otherwise agreed in writing, such Payments to the Seller shall be made on a monthly basis (i.e. every 30 days), in accordance with the agreed payments mechanism.
- Platform: any of the following websites : Isha Creations Pte Ltd and/or any other internet domain property of Isha Creations Pte Ltd or any of its related with corporations.
- Price: remuneration of Isha Creations Pte Ltd Services as agreed by the Parties in the Special Conditions, Unless otherwise stated, the Price is specified in SGD currency and net all taxes and fees applicable by law.
- Sales Traffic Activities: may consist in a) Shop in Shop (the “SIS”) services, which entail a set specific design features on the Platform that enhance the visual representation of certain of the Seller’s Goods by means of a dedicated landing page; b) Search Engine Marketing (the “SEM) services, which entail the bidding on relevant keywords related to the Goods and/or the Seller on electronic search engines; and/or c) Social Media Sales Traffic Activities (the “STA”), which entail the promotion of the Goods and/or the Seller at Isha Creations Pte Ltd landing page of social media platforms.
- ‘Seller Agreement’ or ‘this Agreement’: the agreement between the Parties comprising the Special Conditions and General Terms and Conditions.
- Seller Center: to the followings website www.Isha-creations.com or such other website in future as may replace it from time to time and notified in writing to the Seller.
- Services Fee(s): the fee Isha Creations Pte Ltd will invoice to the Seller for the Services provided, indicated in the Special Conditions, and which may be expressed as a Price and/or Commission, net of goods and services tax and all other taxes and fees applicable by law.
- Services: the services, provided by Isha Creations Pte Ltd to the seller , in order for Seller to list and set the Goods on or through the Platform, collection, reconciling and executing all Transactions as payment processing agent for the Seller, and other related content production, Sales Traffic Activities, marketing and/or Order fulfilment services, warehousing (if applicable) or such other services provided by Isha Creations Pte Ltd to the Seller, as agreed in writing between Isha Creations Pte Ltd and the Seller.
- Shipping Fee or Transport Cost: any cost incurred in the shipping of the Goods as may be changed from time to time by Isha Creations Pte Ltd , including the cost of delivery, the cost of any mis-delivery (meaning any Customer Agreement which cannot be successfully completed.
- Storage Fee: the fee Isha Creations Pte Ltd will invoice to the Seller for the warehousing of his Goods.
- Terms or General Terms and Conditions: these General Terms of Condition of the Seller Agreement and the terms special Conditions.
- Transactions: Payments, Service Fees, disbursement, refunds, penalties, adjustments and other transaction Related to the execution of the Seller Agreement and Customer Agreement.
- Working days: a day which not a Saturday or Sunday or a public holiday in Singapore.
- The singular of terms used in the Seller Agreement include the plural and vice versa, unless the context otherwise requires.
- Any reference to national, provincial, local or foreign rules or provisions are meant to also include all provisions and regulations issued pursuant to such provisions, unless the context otherwise requires.
- Whenever the words “include”, “includes” are used in the Seller Agreement, they will be deemed to be followed by the words “without limitation”.
- These General Terms and Conditions (hereinafter “Terms”) apply to the Seller Agreement between Isha Creation and the Seller for the Services.
- Words and expressions defined in the Special Conditions shall have the same meaning in these Terms unless otherwise defined herein.
- The Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement, without the prior written consent of Isha Creation. Isha Creation may assign, transfer or subcontract all or part or its rights and/or obligations deriving from the Seller Agreement.
- The Seller will provide to Isha Creation telephone and email contact information for a designed contact or contacts available during business hours whom Isha Creation can contact regarding any of the responsibilities arising from the present Agreement (including Content Material, Sales Traffic Activities, stock level updating and Price updating and Order fulfilment.
PART A. PROVISIONS APPLICABLE TO THE LISITING OF GOODS ON THE PLATFORM
Information about the Goods and Content Material
- The Seller will provide the Content Material for each type of Goods that the Seller makes available to be listed for sale on or through the Platform or to subject to Sales Traffic Activities provided by Isha Creations in the format required by Isha Creations. The Seller will promptly update the Content Material as necessary to ensure it at all times remain accurate and complete. In particular, Seller must ensure the specified weight and dimensions of the Goods are accurate. Failure to do so may result in additional fees being imposed by Isha Creations.
- The Seller will ensure that the Content Material and the offer, merchandising, advertising and subsequent sale of any of the Goods comply with the applicable law (including all minimum age, marking and labelling requirement, product warranties, specifications, drawings, samples and performance criteria) and do not contain any sexually explicit (except to the extent expressly permitted in written forms by Isha Creations and allowed under applicable law), defamatory or obscene materials.
- Isha Creations reserves the right to immediately suspend the listing and sale of Goods on the Platform if, at its sole discretion, it determines that any part of the Content Material is inaccurate, Incomplete or not in compliance with the applicable law or contain any sexually explicit (except to the extent expressly permitted in written form by Isha Creations and allowed under applicable law), defamatory or obscene materials.
- The Seller shall indemnify, defend and hold harmless Isha Creations and its related corporations and their respective directors, officers, employees, agents, contractors and assigns (hereinafter collectively, “Isha Creations Indemnitees “) from and against any and all costs (including attorney fees and court costs on an indemnity basis) , charges, expenses, fines, penalties, losses, damages, action, proceedings, settlement sums, interest, claims, demands and liabilities (whether foreseeable or not) (hereinafter collectively, “Losses”) which may be sustained, instituted, made or alleged against or suffered or incurred by any of the Isha Creations Indemnitees and which arises (whether directly or indirectly) out of, in the course of or in connection with any of the following :
- any claim, demand or action (whether brought or threatened) resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided by the Seller (including any claim premised on a breach of Article 2.2 or any IPR Claim in accordance with Article 19.2) .
- any defect in the Goods sold to any Customer;
- any claim made by any Customer on the basis of the Customers Agreement or any other agreement entered into with Seller;
- any negligent act or omission or wilful default, misconduct or fraud or unlawful act of Seller or its affiliates, directors, officers, employees, agents, servants or independent contractors;
- any breach of any warranty or representation made herein;
- Seller’s breach delay or failure to comply with any provision of this Agreement and/or the Isha Creations Policies, including Seller’s failure or delay to obtain any right, authorization and permission necessary to exercise any rights granted to Isha Creations under this Agreement and Seller abuse of the Platform or Services ; or
- any claim by any third party against any of the Isha Creations Indemnitees arising from the circumstances specified in any of the sub-clauses above.
- The Seller hereby undertakes and represents that it has obtained or shall obtain all necessary licences, permits or approvals required for the offer, merchandising, advertising and sale of the Goods on or through the Platform prior to the listing of Goods on the Platforms.
- The Seller may not provide any Content Material, or list or seek, to list for sale on the Platform any Goods, or provide any uniform resources locator marks (“URL Marks”) for use on the Platforms, or request that any URL Marks be used on the Platform, unless the Seller has the right to publish the Content Material, is in full compliance with Article 2.9 and Article 19 (Intellectual Property Rights) and has the right and license to offer, merchandise, advertise and sell such Goods under the applicable law.
- Content Material must be provided in the language requested by Isha Creations and, to the extent required by the applicable law, in English and in the language of the country in which the Goods are available to be listed for sale on or through the Platform.
- The Seller may add text, disclaimers, warnings, notices, labels or other Content Material required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods.
- The Seller grants, or procures for, Isha Creations a royalty-free, non-exclusive, worldwide, perpetual, sub-licensable, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Material provided by the Seller, and to sublicense the foregoing rights to the related corporations, services providers, and operators of Isha Creations and such third parties designated by Isha Creations; provided, however, that Isha Creations will not after any of the trademarks from the form provided by the Seller (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the reasonable removal requests of the Seller as to specific users of such trademarks; provided further, however, that nothing in the Seller Agreement will prevent Isha Creations and its related corporations, service, providers and operators of Isha Creations and such third parties designated by Isha Creations from using the Content Materials without the consent of the Seller to the extent that such use is permissible without a license from the Seller or the related corporations of the Seller under applicable law.
- Isha Creations may use mechanisms that rate, or allow Customers to rate or review the Goods of the Seller and/or the performance of the Seller as a seller and Isha Creations may make these ratings and reviews publicly available.
- Notwithstanding any provision of these Terms, Isha Creations will have the right, in its sole discretion, to determine the Content Material, structure, appearance, design, functionality and all other aspects of the Platform, the advertising of Goods, or the selling on or through the Platform, as well as, if any, Sales Traffic Activities, (including the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the Platform and any element, aspect portion or feature thereof (including any product listings), from time to time.
Sales Traffic Activities
- Isha Creations may provide to the Seller dedicated Sales Traffic Activities.
- Isha Creations reserves the right, in its sole discretion, to decide the scheduling and the relevant share for each one of the specific Sales Traffic Activities, unless otherwise agreed in written form upon by the Parties.
- The Seller will not, directly or indirectly, engage in any fraudulent impermissible, inappropriate or unlawful activities in connection with the Seller’s participation in or use Sales Traffic Activities, including:
- generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or or other interactions, whether through the use of automated applications otherwise;
- other than through reporting offered by Isha Creations under the Sales Traffic Activities, collecting any user information, indexing or caching any portion from the Platform, whether through the use of automated applications or otherwise;
- targeting communications of any kind on the basis of the intended recipient being a user of the Platform;
- interfering with the proper working of the Platform, the Services or Isha Creations systems;
- transmitting any viruses, Trojan horses or other harmful code; or
- attempting to bypass any mechanism Isha Creations uses to detect or prevent such activities.
- Unless otherwise prohibited under law, Sales Traffic Activities shall be considered, in accordance to these Terms, as a part of the Services provided by Isha Creations to the Seller.
Stock level updating Listing Price updating
- The Seller will provide, in the format and at such times as Isha Creations may required accurate, updated and complete information about the availability status, stock level and Listing Price of each Good that the Seller makes available to be listed for sales on or through the Platform.
Suspension of listing of Goods on the Platforms
- Notwithstanding any provision in the Seller Agreement, Isha Creation will have the right, in its sole discretion, to delay or suspend the listing of, or to refuse to list, or to de-list, or to prohibit the listing of, any or all Goods that the Seller makes available to be listed for sale on or through the Platforms or be subject to Sales Traffic Activities, if any, provided by Isha Creations.
PART B. PROVISIONS APPLICABLE TO THE SALES OF GOODS ON THE PLATFORM
Access to Seller Center
- Any password provided by Isha Creations to the Seller may be used only during the period the Seller is permitted to use the Platform, manage the catalogue of Goods listed on the Platforms, update information about the Goods (e.g. availability status, stock level’s and Listing Prices), electronically accept and fulfil the Orders and review the completed Transactions.
- The Seller is responsible for maintaining the security of its password, The Seller may not disclose its password to any third party (other than third parties authorized by Isha Creations to use the Seller’s account in accordance with the Seller Agreement) and is responsible for any use of or action taken by those using the Seller’s password is compromised, the Seller must immediately change it.
Customer Information and Customer service
- Isha Creation shall have sole ownership and control of all sales and other data obtained by or on behalf of Isha Creations from the Customers in correction with the Goods or the Platform (including the account information about the Customers, the information about the Orders and information related to the Transactions) (hereinafter “Customer Information” ), and Isha Creation will not be liable to pay any royalties or fees to the Seller in connection with the use of any such Customer information. For the purpose of the Seller Agreement, all Customer information shall be considered Confidential Information of Isha Creations.
- The Seller agrees not to contact any Customer, except where notified by Isha Creations to do so for the purposes of fulfilling a Customer Agreement. Except as strictly necessary for the fulfilment of the Customer Agreement, the Seller will not confirm Orders, Transactions, deliveries or give any further information about the fulfilment of the Orders to the Customers, including by mail, email, telephone, fax or any other means of communication.
- Isha Creations will be responsible for and have sole discretion to deal with Customers relating to Orders. The responsibility of Isha Creations and the Seller in relation to packaging, handling, deliveries, returns, warranties and Orders shall be in accordance with the Fulfilment Models specified in Article 9.1 below and agreed between the Parties under the Seller Agreement.
- Isha Creations will have the right to determine at its sole discretion whether a Customer will receive a refund, adjustment or replacement and to receiver an amount Isha Creations determines that the Seller is liable to pay in accordance with the Seller Agreement and/or the Customers Agreement. Where Isha Creation has refunded or paid the Customers any such aforementioned amount (whether on behalf of the Seller or otherwise), such amount shall be recoverable by Isha Creation from Seller as a debt due from the Seller and Isha Creations shall be entitled to deduct such amount from amounts payable to the Seller, or by other methods at Isha Creations election.
- Subject to applicable personal data protection and privacy laws and regulations, Seller shall use and disclose the Customers Information disclose by Isha Creations to Seller or to which Seller has otherwise collected or obtained access to pursuant to or in connection with the Seller Agreement, Seller Center and/or Customer Agreement, solely for purposes of the Seller Agreement and/or the Customers Agreement and shall comply with Isha Creation’s instructions as may be communicated from time to time. The Seller shall not sell, assign, license, publish, lease or otherwise commercially exploit any Customer Information or utilize Customer Information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Customer Information. All Customer Information shall not be disclosed to any third party without the prior written consent of Isha Creations, shall be disclosed within Seller’s organisation only on a need-to-know basis. The Seller shall not transfer any Customer Information out of Singapore without the prior written consent of Isha Creation.
- Isha Creation may in its sole discretion withhold for investigation and/or refuse to process any Order or Transaction. Isha Creation may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Platform.
- The prices indicated in the Order shall not be subject to any variations and, unless otherwise agreed in writing, shall include fulfilment costs (e.g., packaging, storing or delivery costs) according to the model to fulfil the Orders of the Goods (hereinafter “Fulfilment Model” ), as agreed between the Seller and Isha Creation, as well as charges, Services Fees and risks, if any related to the fulfilment, Services and payment method of the Order. Isa Creation reserves the right to reject any particular form of Order or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by the Seller, Isha Creation (directly or through a third party at its sole discretion) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Customer’s credit card information) occurring in connection with the transactions, except with respect to Transaction that the Seller does not fulfil in accordance with the order information or any fraud directly or indirectly linked with the Seller. The Seller will bear all other risk of fraud, loss or other impropriety. The Seller will promptly inform Isha Creation of any changes to the nature or specification of the Goods or any pattern of fraudulent or other improper activity with respect to any of the Goods that may result in a higher incidence of fraud or other impropriety associated with Transaction involving the Goods.
- The Seller and Isha Creation shall agree in the Seller Agreement on one of the following Fulfilment Models:
- Drop-Shipping: the Seller is responsible for sourcing, storing, selling, accepting returns and packaging all Goods, as well as delivering the Goods to the recipient at the shipping address specified in the Order.
- Fulfilment by Isha Creation: the Seller is responsible for the sourcing and delivery of the Goods to Isha Creation’s appointed location. Isha Creation will support with the coordination of the storing, selling, packaging and invoicing in respect of the Goods as well as the delivery of the Goods to the recipient at the shipping address specified in the Order.
- Regardless of the Fulfilment Model selected, the title and the legal and equitable ownership of the Goods shall not pass to the Customer but shall remain vested in the Seller until upon full payment being received by Isha Creation and the completed delivery of the Goods to the Customer. Except to the extent under Article 11.15, the risk of loss or damage to the Goods shall pass to Isha Creation upon the delivery of the Goods by the Seller or their agent to Isha Creation’s appointed location. The Seller shall be responsible for providing a warranty for all Goods, which has to be in compliance with the applicable law, and in line with the then current version of the “Isha Creation Buyer Protection Program” and/or “100% Satisfaction Guarantee”.
- The Seller warrants to Isha Creation that the Goods, whether manufactured, fabricated, or otherwise produced or provided by the Seller or third parties, will:
- strictly conforn to any and all product warranties (including the warranties as stated by the Seller via the Platforms) for the relevant Good), specifications, drawings, samples, performance criteria, and other descriptions provided by the Seller via the Platform;
- be merchantable and of satisfactory quality; and
- conform with all applicable laws, rules, regulations, and ordianances.
- In the event that the Seller shall breach Article 9.3 and is unable to fulfil any Customer Agreement, Isha Creation shall be entitled to notify the relevant Customer accordingly. The The Seller hereby acknowledges and accepts full responsibility and liability for any and all Losses arising out of or in connection with the Seller’s breach of Article 9.3 and/or its inability to fulfil any Customer Agreement.
- The Seller shall be responsible to fulfil all Orders for Goods in the quantity sold on or through the Platform and/or as communicated by Isha Creation. All Orders will be final and may not be cancelled or revoked by the Seller except as otherwise provided for in these Terms.
- The Customer Agreement shall be fulfilled upon receipt by Isha Creation of a receipt signed by the Customer by way of acceptance, or any other way, as may be defined by Isha Creation in its sole discretion. In such a case, the status of the Order will change to “delivered” in the Seller Center tool provided by Isha Creation. Isha Creation shall not be a party to the Customer Agreement, and shall not be liable to any party in relation there to.
- The Seller undertakes that it will fully comply with all applicable law relating to the sale of the Goods though the Platform under the Customer Agreement (including consumer protection regulations).
- Isha Creation reserves the right, in its sole discretion, to modify, restrict or cancel the use of any carrier of the Goods.
- Isha Creation reserves the right , in its sole discretion, to restrict the destinations to which the Seller may ship Goods sold on or through the Platform.
- If the Seller ships Goods from outside of the country, the Seller will be responsible to complete the import procedures (including listing itself as the importer/consignee and nominating a customs broker) and to solely bear all costs relating thereto. If Isha Creation is listed on any import documentation, Isha Creation reserves the right to refuse to accept the Goods and/or cancle the Order covered by the import documents and any costs assessed against or incurred by Isha Creation will be deducted from amounts payable to the Seller, or by other method at Isha Creation’s election.
- The Seller must comply with standard operating, weight and size restrictions, and other shipping requirement of the applicable carriers. If Isha Creation provides the Seller with the estimated shipping costs prior to shipment, the Seller acknowledges and agrees that actual shipping costs for which Seller will be liable:
- may be more than the estimated shipping costs if the carrier determines that such Goods weigh more (including based on the carriers volumetric weight calculation) than as submitted by the Seller; or
- may be the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by the Seller.
- The Seller shall, in any case, wrap and pack the original packaging of the Goods or Goods, when preparing the Good for the shipment, in any case, the packaging shall guarantee the integrity of the Goods or Goods as well as of the related original packaging.
- Notwithstanding that the Customer has already been changed for the Order or Isha Creation has already credited to the Seller’s account the payment’s Isha Creation shall be entitled to make immediate refunds (and any adjustments) to the affected Customers, or withhold payment for Transactions, in any of the following events:
- where Isha Creation is required under the terms of its contact with the relevant third-party payment agent (such as PayPal) to make refunds of unauthorised payments (such as refunds required for payments made under circumstances involving fraudulent or unlawful activity or chargebacks that that IshaCreationis required to give effect to pursuant to the terms of its contract with the relevant third-party payment agent);
- returns of the Goods by such Customers in accordance with Article 13;
- withdrawal of the Good by Isha creation from being listed for sale on the Platform in relation to any dispute (threatened or actual and whether or not Isha Creation or the Seller are parties thereto), including any IPR Claim;
- where Orders are stopped and/or cancelled accordance with these Terms;
- where Isha Creation suspects the Seller to be involved in misconduct, fraud or unlawful acts; or
- where Isha Creation so elects in accordance with the terms of his Agreement.
- Such amounts shall be recoverable by Isha Creation from the Seller as a debt due from the Seller and Isha Creation will deduct such amount from amounts payable to the Seller, or by other method at Isha Creation’s election. Isha Creation reserves the right to modify or discontinue the mechanism for processing returns and adjustments at any time without notice.
Provision applicable to the fulfilment of Orders when using Drop-Shipping as Fulfilment Model
- The Provisions of Article 10 are applicable to Orders that are fulfilled in accordance with the Drop-Shipping Fulfilment Model.
- Isha Creation will provide to the Seller information in relation to each Order for Goods made through the Platform.
- The Seller will be responsible for, and bear all cost, risk and liability for, sourcing, storing, selling, packaging and providing warranty for all Goods (all these in accordance with applicable law) and the Seller shall be responsible for any non-conformity or defect in damage to, or theft of or claims regarding the sourcing, storing, selling, packaging, delivery or non-delivery of the Goods, or other issue arising in connection with the fulfilment of the Order, except to the extent caused by;
- credit card fraud for which Isha Creation shall bear the risk of under Article 8.2, or
- failure of Isha Creation to make available to the Seller information about the Order within a reasonable time.
- The Seller is responsible and shall bear all risk and cost associated with delivery.
- The Seller is responsible for keeping proof of handling of the goods to the carrier company associated with the particulars Order. Failure to produce adequate proof may result in Isha Creation not recognising the sales transaction and/or withholding the transaction amount and Payment until satisfactory proof is provided.
- Seller is responsible for choosing the correct service from the respective carrier, using the correct waybill and providing accurate and complete instruction to the carrier in order for the Goods to be delivered to the Customer. Seller will be liable to Isha Creation for any losses, damages, costs and claims incurred by Isha Creation due to Seller’s misuse of carrier, or selection of the wrong service level, including for non-compliance with this Article 10.4.
- If seller prefers to use their own fleet for delivery, Seller shall request for Isha Creation’s approval prior to such use. Seller bears all the risk and cost associated with delivery.
- If the seller choses to ship through non-traceable carrier or postal services, he shall be liable for any losses of the parcel upon notice of the Customer to Isha Creation that the Customer did not receive Goods.
- If Seller uses a carrier that is not approved/assigned by Isha Creation, Seller shall bear all risk and cost associated with such non-approved/ assigned carrier. This includes loss or damage of Goods during transit and failure to collect payment from Customer.
- If required by law, the Seller shall be responsible to take cut appropriate insurance covering the events mentioned above, as well as any other obligation under the Seller Agreement.
- The Seller shall prepare and ship Goods within one working day after the receipt of the Order. Notwithstanding any provision of these Terms, Isha Creation reserves the right, in its sole discretion, to modify the shipping deadline and to cancle an Order if the Seller fails to comply with the shipping deadline.
- The Seller will not use the carrier account information of Isha Creation, including carrier account number and shipping rates, for any purpose other than fulfilling Customer Agreement received on Platform, nor disclose such information to any third party, and the seller will protect such information as Isha Creation’s confidential information.
- Title and risk of loss for any Goods shipped using rates provided by Isha Creation will remain with the Seller, and Isha Creation’s provision of such shipping rate will not create any liability or responsibility for Isha Creation with respect to any delay, damage, loss or cost incurred during shipment.
- The Seller authorizes the carrier company to provide Isha Creation with all shipping tracking information for its Orders.
- With regards to shipping Fees:
- Any costs assessed against or incurred by Isha Creation in relation to shipping on behalf of the Seller will be deducted from amounts payable to the Seller or by other methods at Isha Creation’s election.
- Isha Creation may charge the Seller for shipping fees or allow Seller to ship Goods at Seller’s expense under a direct billing arrangement, as more specifically set out in the Special Conditions.
Provisions applicable to the fulfilment of Order when using Fulfilment by Isha Creation as Fulfilment Model
- The provisions of Article 11 are applicable to Orders that are fulfilled with the Fulfilment by Isha Creation fulfilment Model.
- Isha Creation will provide to the Seller information in relation to each Order for Goods made through the Platform.
- The Seller will be responsible for, and bear all risk and liability for, sourcing, delivering the Goods to Isha Creation’s appointed location. As such, the Seller is responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the sourcing and delivery or non-delivery of the Goods to Isha Creation’s appointed location.
- If required by law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned under Article 11.3, as well as any other obligation under the Seller Agreement.
- The Goods shall be delivered to IshaCreation’s appointed location in the agreed packaging and, in any case, in a packaging guaranteeing the integrity of the delivered Goods. The Seller will be liable for any damage to the Goods due to improper or faulty packaging The Seller shall comply with Isha Creation shipment requirements.
- In the case of any faulty, improperly packaged or labelled Goods, Isha Creation may return the Goods to the Seller at expenses of the Seller, or re-package or re-label the Goods at the expenses of the Seller.
- In the event the Seller fails to comply with the packaging or labelling standards, which may be requested by Isha Creation, Isha Creation reserves the right to refuse to accept any shipment or unsuitable Goods subject to advising the Seller in writing of such refusal within 10 (ten) days of receipt of the Goods. Isha Creation may, at the expense of the Seller, return or dispose of any unsuitable Goods in the following cases:
- Immediately if Isha Creation determines in its sole discretion that the Goods create a safety, healthy or liability risk to Isha Creation, its personnel or any third party;
- If the Goods do not correspond (in quantity, quality or required specifications) to the Order; and
- If the Seller fails to direct Isha Creation to return or dispose of any unsuitable Goods within 15(fifteen) days of the date on which Isha Creation advises the Seller in writing of its refusal to accept any shipment or unsuitable Goods in accordance with this Article 11.7.
- In case of delivery made before the date indicated in the Order, Isha Creation shall be entitled to either accept the Goods (at an additional fee imposed by Isha Creation at its sole discretion) or return them to the Seller at the expense of the Seller.
- The Goods shall always be accompanied by a delivery note containing the following information: name of the Seller, quantity, description of the Goods (including a list of codes for inbound Goods, list of bar codes for inbound Goods, description of the Goods, warranty status per each of the Goods), gross and net weight, place of delivery and addressee of the Goods as well as the information expressly required by applicable law, and other necessary documentation (including tax invoice) (hereinafter “Delivery Note”).
- Isha Creation’s confirmed receipt of delivery does not:
- Indicate or imply that any Goods have been delivered free of loss or damage;
- Indicate or imply that Isha Creation actually received the number of units of Goods specified by the Seller for such shipment; or
- Waive, limit or reduce any of Isha Creation’s rights under the Seller Agreement.
- As a part of Isha Creation’s Services and unless otherwise prohibited under law, Isha Creation will provide storage services once it confirms the receipt of delivery, and it will keep electronic records that track inventory of Goods by identifying the number of Goods stored in Isha Creation’s appointed location. Isha Creation will not be required to physically mark or segregate items from other inventory Goods owned by the Seller in Isha Creation’s appointed location. If Isha Creation elects to co-mingle Goods with products which are the property of Isha Creation or of any third parties, both Parties agree that the records of Isha Creation will be sufficient to identify which products are Goods. Isha Creation may move Goods among facilities. If there is loss of or damage to any Goods while they are being stored, Isha Creation will pay the Seller the replacement value of the Goods up to $500 and the Seller will, at Isha Creation’s request, provide Isha Creation with a valid tax invoice for the replacement value paid to the Seller. Payment of the replacement value represents Isha Creation’s total liability for any duties or obligations that Isha Creation or its agents or representatives may have for warehousing the Goods, and represents the only right of the Seller or remedy that the Seller may have as a warehouseman. At all other times, the Seller will be responsible for any loss of, or damage to, any Goods.
- During storage, Isha Creation shall take out insurance for the Goods as described in the Delivery Note for damage, loss or theft covering the value of the Goods up to $500, i.e. the cost of sourcing the stolen, lost or damaged Goods at the time at which such Goods are declared by Isha Creation to be stolen, lost or damaged.
- Isha Creation reserves the right to direct, and change from time to time, scheduling restriction and volume limitations on the delivery and storage of Isha Creation’s inventory in Isha Creation’s appointed location, and the Seller will comply with such restrictions or limitations.
- As part of Isha Creation’s Services and unless otherwise prohibited under law, Isha Creation will ship the Goods stored at Isha Creation’s appointed location to the Customer at the address specified in the Order. Isha Creation may carry out, in its sole discretion, further packaging or modify the packaging of the Goods, in order to secure the integrity of the Goods during the delivery to the Customer. Isha Creation may ship Goods together with products the property of Isha Creation or of any third parties, including any of Isha Creation’s related corporations.
- Isha Creation shall be responsible for damage to, or theft of or theft of or claims regarding delivery of Goods from Isha Creation’s appointed location to the address specified in the Order up to the maximum limit stated in our contract of carriage with the appointed carrier, except in relation to any failure caused directly or indirectly by the act or default of the Seller and/or its employees, agents or contractors.
- Isha Creation shall process invoices or receipts and/or Delivery Notes on behalf of the Seller (in accordance with applicable law).
- In the event the wrong Goods are delivered or the Goods become damaged or lost, unless Isha Creation determines that the damage or loss was caused directly or indirectly by the act or default of the Seller or any of the Seller’s employees, agents or contracts, Isha Creation will:
- Ship replacement Goods to the Customer; or
- Process a refund to the Customers and pay the Seller the replacement value of the Goods up to the maximum limit stated in our contract of carriage with the appointed carrier.
- Any sellable Goods that are properly returned will be placed back into the inventory of the Goods of the Seller, Isha Creation may fulfil Orders for the Goods with any returned Goods. The Seller will take title of all Goods that are returned by Customers. Ishs Creation reserves the right to examine and determine at its own discretion if Goods are suitable for selling.
- If Isha Creation provides replacement Goods or a refund to a Customer and that Customer returns the original Goods to Isha Creation’s appointed location, Isha Creation will be entitled to dispose of the Goods, or, if they are saleable, Isha Creation may, at its option place such Goods back in the inventory of the Seller. If the Goods are put in the inventory of the Seller, where Isha Creation has refunded or paid the Customer any such aforementioned amount or incurred any sums relating to replacing the Goods (whether on behalf of the Seller or otherwise), such amount/sums shall bre recoverable by Isha Creation from the Seller as a debt due from the Seller and Isha Creation will deduct such amount from amounts payable to the Seller, or by other methods at Isha Creation’s election. Any replacement Goods shipped by Isha creation under these Terms will be deemed to be, and will be treated in the same manner as, an Order and sale of such Goods from the Seller to the Customer via the Platform.
- The Seller may, at any time, request that Goods in storage are returned to the Seller.
- Isha Creation may return Goods to the Seller, for any reason, including upon termination of the Seller Agreement. The Seller shall be responsible for the pick-up of such returned Good from Isha Creation’s appointed location within fifteen (15) working days after written notification from Isha Creation. At Seller’s selection, Seller will arrange to pick-up the returned Goods.
- If Seller does pickup such returned Good from Isha Creation’s appointed location within fifteen (15) working days after written notification from Isha Creation, Isha Creation reserves the right, at Isha Creation’s option to either :
- charge a Service Fee applicable to a 50% increase in the then current monthly Storage Fee, and may set-off the additional Storage Fee from payments to Sller; or
- treat the Goods as deemed abandoned, and Isha Creation shall have the right to deal or dispose the Goods in any manner it deems fit.
- If Isha Creation is provided an outdated, incorrect or international shipment details (including address) of the Seller, or if Seller is unable or unwilling to pay for the return shipment of Goods , Isha Creation will provide Seller a written notification request for updated shipment information or payment reminder respectively. If the Seller does not update the shipment information or remains unable or unwilling to pay for the return shipment of Goods fifteen (15) working days from Isha Creation’s written notification, Isha Creation reserves the right to treat the Goods as deemed abandoned and Isha Creation shall have the right to deal or dispose of the Goods in any manner it deems fit.
- The Seller may, at any time, request the Isha Creation disposes of Goods, at the expense of the Seller, Isha Creation may dispose of Goods in any manner Isha Creation chooses. Title to Goods disposed will transfer to Isha Creation at no cost to Isha Creation as necessary for Isha Creation to dispose of the Goods, and Isha Creation will retain all proceeds, if any, received from the disposal of any Goods.
Faults, defects and non-compliance of Goods
- The Seller warrants that the delivery Goods (delivered to the Customers or to Isha Creation’s appointed location) will comply with the specifications listed on the Platform and with applicable law (that the Goods strictly conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, safety and hygiene requirements) and will be free from faults and defects. Isha Creation reserves the right to make, at any time, directly or through a third party of its choice, a quantity and quality check and to communicate any fault, defect or non-compliance to the Seller by any written means within 30 (thirty) days of the discovery of the fault, detect or non-compliance.
- The Seller is responsible for any non-conformity or defect in, or any public or private recall of, any of the Goods. The seller will promptly notify Isha Creation of any such non-conformity, defect , or public or private recall or the threat thereof and cooperate and assist Isha Creation in connection with any recalls, including by initiating the procedures for returning Goods to the Seller under the standard processes of Isha Creation. The Seller will be responsible for all costs and expenses the Seller, Isha Creation or any of Isha Creation’s related corporations incur in connection with any recall or threatened recall of any of the Goods (including the costs to return, store, repair, liquidate, or deliver to the Seller or any vendor any of these Goods).
- In the event of any fault, defect or non-compliance with the applicable law and/or specifications listed on the Platform in relation to Goods delivered to the Customer or to Isha Creation’s appointed location, Isha Creation may request the removal of the Goods, and all costs and expenses associated with such removal will be borne by the Seller, Alternatively, Isha Creation may request the Seller to collect the Goods affected by defects, faults or non-compliance and provide substitute Goods, and all costs and expenses associated with such collection and substitution will be borne by the Seller.
- In any case, Isha Creation reserves the right to request the compensation of any damage suffered as a consequence of faults, defects and non-compliances.
- The Seller shall indemnify, defend and hold harmless Isha Creation Indemnitees from and against any and all losses which may be sustained, instituted, made or alleged against or suffered or incurred by any of the Isha Creation Indemnitees and which arise (whether directly or indirectly) out of, in the course of or in connection with the offer, merchandising, advertising, sale and use of the faulty, defective and/or non-compliant Goods.
Returns and mis-deliveries
- For all fulfilment models, If Isha Creation, directly or through a third party of its choice, determines during the quality inspection that the returned Good is faulty, defective or damaged, that the Good cannot be offered to other Customers because of this fault, defect or damage and that this fault, defect or damage has been caused by the Customer, Seller will be liable to accept the returned Goods.
- The Seller will accept rejections, failed deliveries and returns of Goods if Isha Creation so directs, particularly in the following cases :
- In line with the then current version of the “ Isha Creation Buyer Protection Program” and/or “100% satisfaction Guarantee” ;
- faulty, defective and/or damages Goods were delivered to the Customer;
- incorrect items were delivered to the Customer ;
- the Customer elects to return the Goods
- Unsuccessful delivery attempts; and
- Where the Customer rejects delivery of the goods
- If the Customer has already been charged for the Order, Isha Creation will execute refunds to the Customer.
- Isha Creation has no obligation to accept any returns of Goods at Isha Creation’s appointed location. Isha Creation however may at its sole discretion request that the Goods be returned to Isha Creation’s appointed location for further quality inspection.
- Isha Creation will organize the delivery of returned Good received at Isha Creation’s appointed location to the address indicated by the Seller. The address must be in the country in which the Goods are listed for sale on the Platform. Isha Creation will use its best endeavours to coordinate the shipment of the returned Goods to the address indicated by the Seller within 30 (thirty) days from the day that the Customer communicates and ships the returned Goods till the arrival to the address indicated by the Seller, unless otherwise agreed in writing by the Parties.
- Unless otherwise agreed in writing by the Parties, Isha Creation will collect, reconcile and credit to the Seller the Commission related toany other returned or mis-delivered Order, less any sums which Isha Creation is entitled to set-off in accordance with Article 14.4 and any other provision of the Seller Agreement. Isha Creation will not credit to the Seller any other charges and/or fees related to any returned or mis-delivered Order.
- Shipping Fees incurred in the process of return, rejections and failed-deliveries shall be charged to the Seller or waived, as set out in the following table;
Charge the Seller Waive Off Return – Defect/ Wrong item Yes - Return – Change of mind - Yes Rejection/Failed Delivery for COD - Yes Rejection/ Failed Delivery for Prepaid Yes -
- Isha Creation will invoice to the Seller the Service Fee for the Service provided by Isha Creation to the Seller.
- The invoices shall include the following data: number and date of the Order, supplied Services and detailed Service Fees.
- Unless otherwise agreed in writing, settlement of the invoices shall be effected by setting off against funds received by Isha Creation from Customers in respect of the Transactions in accordance with Article 14.4.
- Any sums due to the Seller hereunder may be applied by Isha Creation as a set-off against any sums owed by the Seller to Isha Creation, or against any claims of third parties against Isha Creation arising from the Seller’s performance, whether under any Customer Agreement or other document.
- Unless otherwise agreed in writing or in this Agreement, Isha Creation shall be authorised to collect payments from the Customer on behalf of the Seller, in any manner which Isha Creation may prescribe and Isha Creation (or its agents) will collect all payments from the Customer (including all cash on delivery payments) as payment processing agent for the Seller and will have the exclusive right to do so, and will remit such funds (or use an authorised third party to remit such funds) to the Seller in accordance with these terms. In collection payments from the Customers, Isha Creation is acting wholly as an agent of the Seller. As a payment processing agent, Isha Creation shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Seller relating to the Orders made through the Platform and is not liable for any Losses to the Seller if, for whatever reason, the Customer does not make full payment, or if the Customer’s payment was subsequently invalidated. The Seller undertakes that all payment transaction are in compliance with the applicable law (including anti-money laundering regulation). If expressly accepted in written form by Isha Creation, a carrier of Goods may also collect payments from the Customer (including cash on delivery payments).
- Subject to Article 15.3, if Isha Creation concludes that the actions and/or performance of the Seller, in connection with the Seller Agreement and/or the Customer Agreement may result in Customer disputes, chargebacks or other claims, then Isha Creation may, In its sole discretion, withhold any Payments for the shorter of:
- A Period of 90 (ninety) days following the initial date of suspension; or
- Completion of any investigation(s) regarding the actions and/or performance of the Seller in connection with the Seller Agreement and/or the Customers Agreement.
- In case of breach of this Agreement by the Seller, Isha Creation shall, without limitation, have the right to delay or suspend indefinitely Payments. Any Payment made by Isha Creation shall not in any way be considered as a waiver of its rights under the Seller Agreement or the provision set out in the Order.
- In addition to Isha Creation’s right under Article 8.2, Isha Creation reserves the right to impose Order value and/or Transaction limits (either a minimum limit or a maximum limit) on some or all Customers or the Seller relating to the value of any Transaction, the cumulative value of all Transaction during a period of time , or the number of Transactions per day or other period of time. Isha Creation will not be liable to the Seller:
- If Isha Creation does not proceed with an Order or Transaction that would exceed any limit established by Isha Creation; or
- If Isha creation permits a Customer to withdraw from a Transaction because the Platform or the Goods are unavailable following the commencement of a Transaction.
- The Seller shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and the Seller undertakes to Isha Creation that it shall pay all such taxes, duties, fees, and other charges on time. To the extent required by the applicable law, Isha Creation shall be entitled to withhold any and all taxes in connection with the Payments. In the event that Isha Creation is held liable for any taxes in connection with the Payments, the Seller shall indemnify Isha Creation for such tax liability irrespective of when such tax liability is assessed.
- If the Seller cancels or rejects the fulfilment of an Order due to the Goods being out of stock, discontinuation of the Goods, delay in sourcing, error in price or product content, or fulfils the Order later than allowed under Article 10.6, or any other reason not within Isha Creation’s control, or if the Seller does not comply with Article 10.6 or any other provision of these Terms, which leads to the cancellation of the Order (either by the Seller or by Isha Creation), Isha Creation reserves the right to charge to the Seller the Service Fee applicable to that Order plus a cancellation fee equivalent to SGD 15 (fifteen Singapore dollar) and any additional fee specified in the Special Conditions, corresponding to the Service provided and to be provided by Isha Creation to the Seller, according to the Order (hereinafter collectively, “Default Fees”).
- If Seller is found to have sold counterfeit goods, goods which bear a trademark of another proprietor (without such proprietor’s consent or authorisation), or illegal goods, Isha Creation reserves the right to charge to the Seller Default Fees equivalent to SGD 50 (fifty Singapore dollars) per item. Isha Creation shall at its discretion, have the ability to remove the offending Goods from the Platform, and may execute refunds (and any adjustments) to Customers who have purchased these goods. Where Isha Creation has refunded or paid the Customer any such aforementioned amount (whether on behalf of the Seller or otherwise), such amount shall be recoverable by Isha Creation from the Seller as a debt due from the Seller and Isha Creation will deduct such amount from amounts payable to the Seller, or by other methods at Isha Creation’s election.
- Seller is responsible for updating the Seller Center with accurate information, in a timely manner. Seller must notify Isha Creation as soon as possible, if the Seller incorrectly updates Seller Center, including failing to (i) update the correct carrier, (ii) update the correct delivery status with the correct tracking number, causing a loss of Goods or delay in the delivery, (iii) updating proof of delivery that does not correspond to the Order, Isha Creation reserves the right not to make payments, to charge to the Seller the Service Fee applicable to that Order plus Default Fees equivalent to SGD 15 (fifteen Singapore dollars) and any additional fee specified in the Special Conditions, corresponding to the Special Condition, corresponding to the Service provided and to be provided by Isha Creation to the Seller, according to the Order, except to the extent caused by:
- Seller Center system error; and
- carrier system error
- Isha Creation will invoice to the Seller the Default Fees or such sums referred to in Article 16.2 or 16.3, if any, net of good and services tax and all other taxes and fees applicable by law. The invoices shall be sent to the Seller and shall include the following data: number and date of the Order, and detailed Service Fees.
- Unless otherwise agreed in writing, the payment in respect of Default Fees or such sums referred to in Article 16.2 or 16.3 shall be effected by setting off against funds received by Isha Creation from customers in respect of the Transactions in accordance with Article 14.4.
Organization and independence of the Seller
- For the avoidance of doubt, each Customer Agreement is an agreement entered into directly and only between the Seller and the Customer. Isha Creation is not a party to transaction between Customer and the Seller hereby releases Isha Creation Indemnitees from Claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions. The Seller hereby undertakes that it shall fully indemnify Isha Creation Indemnitees against any and all claims made by any Customer against Isha Creation Indemnitees as a result of a breach of this Article 17.1.
- The Seller and Isha Creation are independent contractors, and nothing in the Seller Agreement shall constitute or be construed as creating any fiduciary, partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Parties mutually acknowledge that the Seller Agreement shall not causes the establishment of any direct relationship of employment between Isha Creation and persons who provide services to the Seller. The Seller will have no authority to make or accept any offers or representations on behalf of Isha Creation or to enter into any contracts or incur any liability on behalf of Isha Creation.
- Notwithstanding any other provision in the Seller Agreement to the contrary, nothing contained herein shall oblige Isha Creation or Seller to engage in any action or omission to act which would be prohibited by or penalized under the laws or regulations of Singapore or any other country.
- If at any time Isha Creation reasonably determines that any indemnified Claim might adversely affect Isha Creation, Isha Creation may take control of the defence at the expenses of the Seller. The Seller may not consent to the entry of any judgement or enter into any settlement o a Claim without the prior consent by Isha Creation in writing, which consent may not be unreasonably withheld.
- The Seller Agreement will not create an exclusive relationship between Isha Creation and the Seller. Nothing expressed or implied in the Seller Agreement is intended or shall be construed as giving any person other than the Parties hereto any legal right, remedy, or Claim under or in respect of the Seller Agreement. The Seller Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Isha Creation and the Seller.
- Isha Creation reserves the right to delegate or sub-contract the performance of any of its functions in connection with the performance of its obligations under the Seller Agreement and reserves the right to use any services providers, subcontractors and/or agents on such term as Isha Creation deems appropriate.
Termination and withdrawal
- Isha creation has the right to immediately terminate the Seller Agreement upon the occurrence of any of the following events:
- the Seller being in breach of any obligation or warranty under the Seller Agreement and failing to remedy the same within seven(7) days from receipt of a written notice from Isha Creation of such breach;
- the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
- the making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
- the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
- the Seller ceasing or threatening to cease to carry on business;
- Notwithstanding the foregoing, Isha Creation will have the right to terminate the Seller Agreement without cause, at Isha Creation’s sole discretion, within 14 (fourteen) days from the date on which Isha Creation gives written notice of such termination.
- The Seller has the right to unilaterally terminate the Seller Agreement within 14 (fourteen) days after the occurrence of any of the following events:
- Isha Creation delaying payment for more than 30 (thirty) days without valid reason according to the Seller Agreement;
- Isha Creation delaying returns for more than 60 (sixty) days without valid reason according to the Seller Agreement;
- the making of an administration order in relation to Isha Creation or the appointment of a receiver over Isha Creation’s assets;
- Isha Creation making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
- Isha Creation ceasing or threatening to cease to carry on business.
- Notwithstanding the foregoing, the Seller will have the right to unilaterally terminate the Seller Agreement without cause, at Seller’s sole discretion, within 14 (fourteen) days from the date on which the Seller gives written notice of such termination.
- Before termination of the Seller Agreement, the seller shall inform Isha Creation of all concluded agreements entered into with Customers, which have to be performed. For the avoidance of doubt, the Seller shall remain responsible for the fulfilment of the pending Orders according to the specific fulfilment model agreed with Isha Creation. If the Seller fails to do so,Isha Creation may cancel the Orders and may impose the Service Fee applicable to those Orders plus a Default Fee on the Seller in accordance with Article
Industrial and Intellectual Property Rights
- The Seller represents and warrants to Isha Creation that it is the owner or has lawful rights with respect to the Intellectual Property rights relating to the Goods and the Content Material and it is not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods and by this representation to not infringe on the above mentioned rights directly or indirectly.
- The Seller agrees to release, defend, protect, indemnify and hold harmless Isha Creation Indemnitees from and against any and all Losses which may be sustained, instituted, made or alleged against or suffered or incurred by any of the Isha Creation Indemnitees and which arise out of, in the course of or in connection with any action, claim or demand brought or threatened against any of the Isha Creation Indemnitees that alleges or is based on a claim that the Goods, the content Material and the use or possession thereof or the manufacture, use, sale, offer for sale, advertising, promotion, publishing, distribution and/or marketing of the Goods infringe any Intellectual Property rights and/or any other rights of whatever nature of any third party (thereinafter “IPR Calim”).
- Without prejudice to the generally of the foregoing , Isha Creation shall have the right to separately engage its own legal counsel and seek legal advice and representation, at the Seller’s sole cost and expense and participate in the defence of any IPR Claim. The Seller shall provide all information, cooperation and assistance required by Isha Creation in the defence or conduct of such claim, and all sums, damage, costs and other monetary benefits or compensation (including settlement sums) recovered by Isha Creation in such proceedings shall be for the sole benefits of Isha Creation.
- The Seller shall not be entitled to use any Intellectual Property belonging to Isha Creation without Isha Creation’s prior approval in writing.
- For purposes of the Seller Agreement, “Confidential Information” means any data or information that is proprietary to Isha Creation and/or its related corporations, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including:
- any marketing strategies, plans, financial information. Or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such Isha Creation and/or its related corporations;
- any past or present performance results, including orders and volumes;
- any plans and strategies for expansion;
- any products or services, and customer or supplier lists;
- any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
- any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and tradesecrets; and
- any other information that should reasonably be recognized as confidential information of Isha Creation and/or its related corporations, confidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.
- The Seller shall not disclose Confidential Information, except with the prior written consent of Isha Creation. The Seller may only use the Confidential Information for the purpose of performing the Seller Agreement, and not for any other purposes. Notwithstanding the foregoing, the Seller may disclose Confidential /information for any of the following reasons:
- to comply with the mandatory provisions of applicable law or the rules of any recognised jurisdiction;
- the information is properly disclosed to the professional advisers, auditors or bankers of the Seller, provided that the recipient first agrees through a legally enforceable mechanism (e.g. a non-disclosure agreement) not to disclose the information;
- the information is in the public domain, other than through a breach of this Article:
- for the purposes of any arbitration or legal proceeding arising from the Seller Agreement; and
- to any governmental authority at their request.
- Return of Confidential Information:
- The Seller shall return and redeliver to Isha Creation all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) ) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of:
- the termination of the Seller Agreement; or
- at such time as Isha Creation may so request.
- However, the Seller may retain such of Isha Creation’s documents as is necessary to enable it to comply with data protection law, with the written consent of Isha Creation. Alternatively, the Seller, with the written consent of Isha Creation may (or in the case of Notes, at the Seller’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Seller supervising the destruction.
- The Seller shall return and redeliver to Isha Creation all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) ) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of:
- The Seller understands that no representation or warranty as to the accuracy or completeness of the Confidential Information is given by Isha Creation.
Limitation of Liability and No Warranties
- Isha Creation’s liability to Seller for any all Losses arising out of or in connection with this Agreement, shall in no event exceed in the aggregate the sum equivalent to the net amounts actually paid hereunder by Seller to Isha Creation within the period of six months immediately prior to the first event, matter, fact or circumstance giving rise to any cause of action or SGD 40,000, whichever is lower.
- In no event shall Isha Creation be liable for indirect, incidental, special, or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.
- Isha Creation does not warrant the security of any information transmitted by Seller or to Seller through the Platform and Seller accepts the risk that any information transmitted or received through the Platform may be accessed by unauthorised third parties and/or disclosed by Isha Creation to third parties to third parties purporting to be Seller or purporting to act under Seller’s authority. Transmissions over the Internet and e-mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.
- Isha Creation is not responsible for procuring nor warranting that Customers shall comply or have complied, fully or otherwise, with the terms and conditions of the Customer Agreement. Seller hereby undertake not to take any legal action against Isha Creation or, any of its directors, officers, employees, contractors or agents in connection with any Order or any Customer Agreement and hereby waives any rights they may have, if any, to commence any action against Isha Creation (save in respect of any claims arising directly from Isha Creation’s gross negligence or wilful default, or from damage caused by the shipping of Goods that has been arranged for by Isha Creation within the maximum limit stated in our contract of carriagewith the appointed carrier). Save only in respect of Isha Creation’s obligations as expressly set out in this Agreement, Seller acknowledges that Isha Creation shall be discharge and released from any other obligations with respect to the offer and/or sale and purchase of any of Goods through the Platform.
- Seller acknowledges and agrees that user authentication on the Internet is generally difficult to establish and it hereby accepts the risk that online activities may be subject to fraudulent or deceptive activity (including but not limited to Customers acting under false pretence) Isha Creation cannot and does not: (i) warrant and /or confirm each Customer’s purported identity; and (ii) warrant that customer have not misused the passwords, personal or log-on identification numbers or other codes issued to them by Isha Creation or that customers have complied, fully or otherwise, with the term and condition of access of the Platform or any other applicable terms and condition and consequently, Isha Creation cannot be help liable where there is a dispute or claim involving or relating to the identity of any customer.
- Isha Creation shall not be liable to Seller or be deemed to be in breach of the Seller Agreement by reason of any delay in performing or any failure to perform any of Isha Creation’s obligations if the delay or failure was due to any event or cause beyond Isha Creation’s reasonable control (each an event of “ Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:
- Act of God, explosion, flood, tempest, fire or accident;
- War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
- Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on thepart of any governmental, parliamentary, or local authority;
- Import or export regulations orembargoes;
- Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Isha Creation or of a third party);
- Healthy epidemics declared by the World Health Organisation;
- Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and,
- Power failure or breakdown in machinery.
- Upon the occurrence of any of the events set out in Article 22.1, Isha Creation may, at its option, fully or partially suspend delivery/ performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in Article 22.1 shall continue for a period exceeding one month, Isha Creation may forthwith terminate the Seller Agreement upon giving notice in writing to the seller.
- The Seller shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Seller Agreement if such delay or non-fulfilment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Seller from performing its obligations for more than 5 (five) consecutive days, Isha creation shall be entitled to terminate the Seller Agreement.
- Compliance with law, in its performance under the Seller Agreement or any Customer Agreement, Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any personal data protection and privacy, import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where the Seller Agreement may be performed. Upon Isha Creation’s written request, Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.
- For avoidance of doubt, the Parties shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agent complies with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement.
- For avoidance of doubt, Seller shall only use and/or disclose information and personal data received from Isha Creation solely for the purpose of performing its obligations under the Seller Agreement or any Customer Agreement and in accordance with the requirements under the applicable personal data protection and privacy laws and regulations and in a manner that ensures Isha Creation remains in compliance with the requirement under the applicable personal data protection and privacy laws and regulations.
- Illegality/Unenforceability of terms: if at any time any provision of the Seller Agreement shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of the Seller Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from the Seller Agreement.
Waiver: The failure of a Party to enforce or exercise its rights in case of breach of contact by the other Party shall not be considered as a waiver of its rights under the Seller Agreement or under the applicable law or as a bar to the exercise or enforcement of such rights at any subsequent time or times. Waiver of any right arising from a breach or non-performance of the Seller Agreement or arising upon default under the Seller Agreement shall be in writing and signed by the party granting the waiver. A party is not entitled to rely on a delay in the exercise or non-exercise of a right arising from a breach on non-performance of the Seller Agreement or on a default under the Seller Agreement as constituting a waiver of that right. Any express statement of a right of Isha Creation herein is without prejudice to any other right of Isha Creation expressly stated herein or arising at law.
- Modification: Except as expressly set out in this Seller Agreement, the Seller Agreement may not be modified, varied, amended or rescinded except by an instrument in writing signed by the duly authorised representatives of the Parties. Without prejudice to the generality of Article 23.7, the Parties right to modify, vary, amend, or rescind the Seller Agreement in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to the Seller Agreement.
- Survival : The terms and conditions relating to the Seller’s indemnities (Articles 2.4, 12.5, 15.6, 17.1, and 19.2), intellectual Property (Article 19) and Confidential (Article 20) shall survive the termination for any reasons whatsoever of the Seller Agreement.
- Third party rights, Other than a Isha Creation Indemnitees , a person or entity who is not a party to the Seller Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of the Seller Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Article 23.7 shall affect the rights of any permitted assignee or transferee of the Seller Agreement.
- Exclusion of Remedies: Unless otherwise expressly agreed by the Parties, or provided under the Seller Agreement, the provisions of the Seller Agreement, and the rights and remedies of the Parties under the Seller Agreement are cumulative and are without prejudice and in addition to any rights or remedies a party may have in law or in equity, and no exercise by a party of any one right or remedy under the Seller Agreement, or at law or in equity shall (save to the extent, it any, provided expressly in the Seller Agreement or at law or in equity) operate so as to hinder or prevent the exercise by it of any other such right or remedy of a party as at law or inequity.
- Counterpart : The Seller Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute the same agreement. Signatures may be exchanged by post, fax, email, or electronic signature with original signatures to follow to the extent required by law. Each party agrees to be bound by its own fax or email signature and that it accepts the post, fax email or electronic signature of the other party.
- Entire Agreement: The Seller Agreement shall constitute the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matterhereof.
Applicable law and competent court
- The Seller Agreement is governed by the Laws of Singapore.
- Any dispute arising from the enforcement or the interpretation of the Seller Agreement, or from the execution of the Seller Agreement, shall be subject to the exclusive jurisdiction of the Singapore courts.
Information Security Policy
- We will control or restrict access so that only authorised individuals and partners who have specific need to see or use that information.
- Information will not be made available to outside parties without the written consent of the information owners.
- We are committed to meeting all information security requirements from our interested parties, which includes our vendors, customers, suppliers, and government officials by providing necessary resources as required.
- We are committed to encouraging information security improvements by engaging with our workforce.
Copyrights -Counterfeits and Replicas
We take product authenticity very seriously. The sale of counterfeit products on Isha Creations Pte Ltd platform, including any product that have been illegally replicated, reproduced, or manufactured, is strictly prohibited.
It is each seller’s responsibility to source and sell only authentic products and to immediately deactivate any product that is in violation of our guidelines being;
- Items that apply a trademark (e.g. a brand or character logo) on the product, the product packaging, or anywhere in relation with the product, without authorization by the trademark owner.
- Items that contain specific design elements (e.g. cartoon characters or colorways) protected by a trademark, without the authorization by the trademark owner.
- Items that bear such similarities with other products that they are likely to deceive buyers into thinking they are made or sold by the owner of the other product's brand (e.g. a replica of a branded item with or without altered logos).
- Items that are in violation of any local country regulations in which they are sold
In case of any clarification we advise you to talk to the manufacturer and/or distributor of the products, and to your legal advisors. Isha Creations Pte Ltd will collaborate closely with brand owners, its customers and the authorities to prevent the sale of counterfeit items.
Other Intellectual Property Infringement
We aim to protect right’s owners from copyright or trademark infringement. The unauthorized use of images and product photos from the right’s owner is illegal and is strictly prohibited by Isha Creations Pte Ltd.
It is each seller’s responsibility to use their own product images when creating a listing. If you wish to use someone else's photos and images, ensure you have permission from the right’s owner or creator.