Seller Terms and Conditions
ECSHA Marketplace | www.ecsha.com
These Vendor Terms of Use (the “Vendor Terms” or “Agreement”) are entered into by and between ECSHA, having its principal place of business at 10/24, Thengamputhur Main Road, Thengamputhur – 629602, Kanyakumari District, Tamil Nadu, India (the “Company”, “ECSHA”, “We”, “Us” or “Our”), which owns and operates the online marketplace available at www.ecsha.com (the “Platform”), and any person or entity that registers as a seller on the Platform (the “Vendor”, “You” or “Your”). The Company and the Vendor are individually a “Party” and collectively the “Parties”.
These Vendor Terms apply to all Vendors on the Platform and govern the Vendor’s onboarding, listing, sale, fulfilment and settlement of Products through the Platform. They are in addition to, and incorporate by reference, the Company’s Terms of Use, Privacy Policy, Shipping, Return & Cancellation Policy and Prohibited Uses policy, as amended from time to time (together, the “Platform Policies”). In the event of a conflict between these Vendor Terms and a Platform Policy in relation to the Vendor relationship, these Vendor Terms shall prevail.
By registering as a Vendor, clicking to confirm acceptance, or listing any Product on the Platform, You agree to be bound by these Vendor Terms. Such electronic acceptance shall be treated as a valid and binding signature for all purposes under applicable law.
1.Definitions
1.1. “Buyer” means a user who purchases or seeks to purchase a Product listed by a Vendor on the Platform; “Products” means the goods, and any incidental services, listed and sold by the Vendor through the Platform, across such categories as the Company may make available from time to time; “Platform Fee” means the commission, fee or charge payable by the Vendor to the Company for facilitating a sale, as notified by the Company; “Vendor Account” means the account and dashboard through which the Vendor manages listings, orders and settlements; and “Applicable Law” means all laws, rules, regulations, orders and licence conditions applicable to the Vendor, the Products and the transactions contemplated by these Vendor Terms.
2.The Marketplace and Our Role as Intermediary
2.1. The Company operates the Platform as an electronic marketplace that displays Vendors’ Products and provides incidental services to facilitate online transactions between Vendors and Buyers. The Company’s role is limited to that of a facilitator and it is an “intermediary” within the meaning of the Information Technology Act, 2000 and the rules framed thereunder.
2.2. The contract for the sale and purchase of any Product is a tripartite arrangement in which the sale is concluded directly between the Vendor and the Buyer, facilitated by the Platform. The Company is not the seller, manufacturer, importer or owner of the Products, holds no title or interest in the Products, and has no obligation or liability in respect of the underlying sale contract, save as expressly set out herein. The Vendor is the ‘seller’ for the purposes of the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020 and shall discharge all seller obligations thereunder, including making the disclosures required of a seller.
3.Vendor Onboarding, Eligibility and Account
3.1. The Vendor must register and be verified by the Company before listing any Product. The Vendor shall provide accurate, current and complete information and documentation (including identity, business, tax and licensing information) as part of onboarding and know-your-customer (KYC) checks, and shall keep such information up to date. Verification by the Company is limited in scope and is not an endorsement of, or a warranty as to, the Vendor or its Products.
3.2. The Vendor is solely responsible for all activity under its Vendor Account and for maintaining the confidentiality and security of its credentials. Without prejudice to its other rights, the Company reserves the right to review, reject, suspend, unpublish or delete any Vendor Account or listing that breaches these Vendor Terms or any Applicable Law. An employee of the Company may not register as a Vendor except with the Company’s prior written approval under its conflict-of-interest procedures.
4.Licences and Regulatory Compliance
4.1. The Vendor represents, warrants and undertakes that, at all times during which it lists or sells a Product, it holds and maintains in force all registrations, licences, permits and approvals required under Applicable Law for that Product, including, as applicable: (a) licences under the Insecticides Act, 1968 and the Insecticides Rules, 1971 for pesticides and insecticides; (b) authorisation under the Fertiliser (Control) Order, 1985 made under the Essential Commodities Act, 1955 for fertilizers; (c) registration or licence with the Food Safety and Standards Authority of India (FSSAI) under the Food Safety and Standards Act, 2006 for consumable food products; and (d) any other central, state or local licence applicable to agricultural inputs, agri-chemicals, live tissue cultures or the relevant Product category.
4.2. The Vendor shall comply with all packaging, labelling and declaration requirements under Applicable Law, including the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011, and shall ensure that Products are genuine, safe, correctly composed, not misbranded, adulterated, spurious, expired or prohibited, and are stored, handled and transported in accordance with Applicable Law and good industry practice. Promptly upon the Company’s request, the Vendor shall furnish evidence of its licences, approvals and the authenticity and compliance of its Products. The Vendor shall cooperate with the Company in any product recall, regulatory enquiry or safety action.
5.Product Listings and Catalogue
5.1. The Vendor is solely responsible for the Product details, images, descriptions, specifications, safety information, statutory declarations and pricing it submits for listing, and warrants that they are accurate, not misleading, and compliant with Applicable Law (including consumer-protection and labelling law). The Company may, at its discretion, review Product details before publication, and there may be a lead time before a listing is published. Approval of a listing by the Company does not transfer responsibility for the Product to the Company, and the Vendor remains fully responsible for it.
5.2. The Vendor must keep its catalogue accurate and up to date, and must promptly inform the Company (or update the Vendor Account) where a Product ceases to be available so that the listing can be deactivated. The Company reserves the right to reject, unpublish or delete any listing, and to impose penalties for breach of this Section, without prejudice to its other rights.
6.Prohibited and Restricted Products
6.1. The Vendor must not list, offer, sell or supply through the Platform any Product that breaches any law or regulation, infringes any third-party right, is counterfeit, spurious or misbranded, or that is otherwise prohibited or restricted under Applicable Law. The Company operates a zero-tolerance approach to counterfeit, adulterated, expired, mislabelled or unsafe Products, and to the sale of any regulated Product without the required licence. Any such attempt may result in listing removal, financial penalties, payout forfeiture, permanent removal from the Platform and referral to the relevant regulatory or law-enforcement authority.
7.Pricing, Taxes and Invoicing
7.1. All Product prices shall be stated in Indian Rupees (INR) and inclusive of Goods and Services Tax (GST) and any other tax applicable to the transaction, save as the Company may otherwise specify. The Vendor is responsible for correctly determining, charging, collecting, reporting and remitting all taxes applicable to its sales, and for issuing a valid tax invoice to the Buyer for each sale in accordance with Applicable Law.
7.2. to collect tax at source (TCS) under Section 52 of the CGST Act, 2017 on the net value of taxable supplies made by the Vendor through the Platform; and (b) to deduct tax at source (TDS) under Section 194-O of the Income-tax Act, 1961 on the gross amount of the sales of goods or services of the Vendor facilitated through the Platform, and in each case to make the related filings and issue the related statements or certificates. The Vendor shall furnish its GSTIN, PAN and all other information and cooperation reasonably required for such compliance, and authorises the Company to make the corresponding collections and deductions from amounts collected on the Vendor's behalf prior to settlement. Responsibility for the correctness of the tax treatment of the underlying supply of Products remains with the Vendor..
8.Platform Fee, Commission and Settlement
8.1. The Company operates a category-based commission model. The Company shall be entitled to charge the Vendor a Platform Fee / commission at the rate applicable to the relevant Product category, as published on the Platform or in the Vendor Account, or otherwise notified to the Vendor from time to time, together with such other fees for marketplace services as may be notified. Commission rates may vary by Product category. The Company may amend the applicable Platform Fee and commission rates prospectively on notice to the Vendor, including by updating the published category-wise rate card..
8.2. The Company (or its authorised payment collection partner) shall collect payments from Buyers in respect of each Product purchased. From the amounts so collected, the Company shall deduct its Platform Fee and any applicable fees, charges, taxes, penalties, refunds, chargebacks, and any other amount owed by the Vendor to the Company, and shall remit the balance to the Vendor’s nominated bank account, in INR, on a settlement cycle of T+30 days from the date of receiving payment from the User, subject to any hold or reserve described below. Evidence of payment to the Vendor’s nominated account shall constitute conclusive evidence of remittance.
8.3. The Vendor is solely responsible for the accuracy and security of the account details it provides for settlement, and the Company shall not be liable for any loss resulting from fraud or error in respect of such account. The Company shall make available an account statement through the Vendor Account setting out proceeds, deductions and remittances, which shall also serve as notice of any set-off.
8.4. Escrow holdback and set-off. The Company may withhold, hold back or place in reserve amounts otherwise payable to the Vendor pending resolution of disputes, returns, replacements, refunds, chargebacks, suspected fraud or breach of these Vendor Terms. Where a dispute is approved in accordance with the Shipping, Return & Cancellation Policy, the refund amount shall be deducted from the Vendor’s pending balance and returned to the Buyer, and, where the dispute arose from Vendor negligence (for example, expired food, or poor packing that broke in transit), the Vendor shall remain liable to pay the Company’s Platform Fee for processing the transaction. The Company may set off any amount owed by the Vendor against any amount owed to the Vendor, across one or more Vendor Accounts, on written notice (which the account statement shall constitute).
8.5. Where the Company holds insufficient funds on the Vendor’s behalf to cover amounts owed by the Vendor, the Vendor shall pay such amounts by the method the Company requests. The Company may delay or suspend settlement during the investigation of potential fraud or breach. Any dispute by the Vendor as to a transaction or account statement must be raised within three (3) months of the relevant transaction, failing which it shall be deemed waived.
8.6. Where a single order placed by a Buyer contains Products from more than one Vendor, the order is treated as separate transactions and settlement is processed to each participating Vendor separately in respect of the Products supplied by that Vendor. Any shipping or delivery charges paid by the Buyer (where the order does not qualify for free shipping), and any shipping subsidy or free-shipping benefit funded by the Company where an order meets a free-shipping threshold, shall be allocated among the participating Vendors on a proportionate basis, according to each Vendor's gross share of the total cart value of the order. The applicable category-wise Platform Fee / commission, taxes, deductions, refunds, chargebacks and returns shall be applied to each Vendor in respect of its own Products only, and each Vendor remains solely responsible for cancellations, returns, replacements and refunds relating to its own Products.
9.Order Fulfilment, Packaging, Labelling and Delivery
9.1. Upon receipt of an order, the Vendor shall process, pack and hand over the Product for dispatch within the timelines notified by the Company or displayed on the Platform. Delivery is effected through third-party logistics service providers and courier aggregators integrated with the Platform. The Vendor shall generate and affix the applicable shipping label/waybill and a valid tax invoice, and shall comply with all Applicable Law relating to packaging, labelling, handling and transport of the Products.
9.2. Given the nature of the Products, the Vendor shall take all necessary precautions to prevent breakage, leakage, contamination, spoilage or tampering in transit, including using tamper-evident and category-appropriate packaging (for example, for agri-chemicals, live tissue cultures and consumable food products) and observing cold-chain or handling requirements where applicable. The Vendor shall maintain adequate records (including, where required by the Company, pre-dispatch photographs) to support the resolution of Buyer disputes, including the unboxing-video dispute process described in the Shipping, Return & Cancellation Policy.
10.Title, Risk and Inventory
10.1.The Vendor retains title to and ownership of the Products until they are delivered to the Buyer, whereupon title passes to the Buyer. As between the Company and the Vendor, the Vendor bears the risk of, and responsibility for, the Products, including any loss, damage, defect, deterioration or non-compliance, save to the extent caused by the Company’s own gross negligence or wilful misconduct. The Vendor is responsible for maintaining sufficient inventory to fulfil accepted orders and for promptly handling stock-outs.
11.Returns, Replacements, Refunds and Disputes
11.1.The Vendor agrees to honour and be bound by the Company’s Shipping, Return & Cancellation Policy, including the category-specific return/replacement matrix, the mandatory unboxing-video protocol, the pre-dispatch cancellation rules and the financial-settlement rules for approved disputes. Where a dispute is approved by the Company, the Vendor shall, within 48 (forty-eight) hours, ship a replacement batch to the Buyer at the Vendor’s own cost or, where replacement is not possible, bear the refund, which shall be recovered from the Vendor’s balance as described in these Vendor Terms.
11.2.The Vendor shall be responsible for the quality, safety and conformity of the Products and for resolving Buyer complaints relating to the Products in good faith and promptly. Nothing in this Section limits the Buyer’s non-excludable rights under the Consumer Protection Act, 2019, which the Vendor, as seller, is responsible for honouring.
12.Vendor Representations, Warranties and Obligations
12.1.The Vendor represents and warrants that: (a) it has full power and authority to enter into and perform these Vendor Terms; (b) all information it provides is and will remain true, accurate and complete; (c) it owns or is duly licensed to use all intellectual property rights in the Products and their listings, and the Products and listings do not infringe any third-party right or violate any Applicable Law; and (d) it will conduct itself professionally, will not disparage the Platform, and will comply with all Platform Policies. The Vendor shall provide reasonable customer support in respect of its Products and shall respond to support requests from the Company or Buyers within four (4) days, or within six (6) hours where the Company identifies an issue as critical.
13.Customer Personal Information and Data Protection
13.1.Any personal data of Buyers or their designated recipients that the Vendor accesses or receives through the Platform (“Customer Personal Information”) shall be used by the Vendor solely to fulfil its obligations under these Vendor Terms and in accordance with Applicable Law, including the Digital Personal Data Protection Act, 2023. The Vendor shall not use Customer Personal Information for its own marketing, transmit it to any third party except as necessary to fulfil an order, or solicit additional information from Buyers, in each case without authorisation.
13.2.The Vendor shall protect Customer Personal Information using reasonable, industry-standard security measures, shall not send advertising or promotional communications to Buyers without the Company’s prior written consent, and shall immediately notify the Company of any actual or suspected data breach and cooperate in responding to it. The Vendor shall indemnify the Company against any claim, fine or expense arising from the Vendor’s handling of Customer Personal Information.
14.Confidentiality
14.1.All non-public information concerning the Company’s business, methods, procedures, policies, pricing and sales, and the terms of these Vendor Terms, is confidential. The Vendor shall use such confidential information only to perform its obligations under these Vendor Terms and shall not disclose it without the Company’s prior written consent, except to the extent already in the public domain or required to be disclosed by law.
15.Intellectual Property and Brand Use
15.1.The Company retains all rights in the Platform, its software, brand, trade marks and content. The Vendor is granted a limited, non-exclusive, non-transferable, revocable licence to use the Company’s designated brand assets solely to list and sell its Products on the Platform in accordance with the Company’s guidelines. The Vendor grants the Company a non-exclusive, royalty-free, worldwide licence to use, host, display, reproduce and adapt the Vendor’s listings, marks and content for the purpose of operating, marketing and promoting the Platform and the Products. The Vendor shall not misuse, or acquire any right in, the Company’s intellectual property.
16.Prohibited Conduct and Platform Integrity
16.1.The Vendor shall comply with the Company’s Prohibited Uses policy and, in particular, shall not: (a) bypass the Platform’s checkout to complete transactions off-platform (disintermediation), or list personal bank details, direct payment links, QR codes, personal phone numbers or email addresses within listings to solicit off-platform sales; (b) post or procure fake, compensated or biased reviews, or orchestrate review campaigns against other Vendors; (c) create duplicate listings, use misleading keywords or miscategorise items to manipulate search or visibility; or (d) misuse customer data obtained through order fulfilment. Breach of this Section is a material breach and may result in payout freeze or forfeiture, listing removal, account termination and referral to the authorities.
17.Disclaimer of Warranties
17.1.The Platform and marketplace services are provided to the Vendor on an “as is” and “as available” basis. To the maximum extent permitted by Applicable Law, the Company disclaims all representations, warranties and conditions, whether express, implied or statutory, including implied warranties of merchantability, title, non-infringement and fitness for a particular purpose, and does not warrant that the Platform will be uninterrupted, error-free or meet the Vendor’s requirements.
18.Limitation of Liability
18.1.Except in respect of the Vendor’s indemnification obligations, breach of confidentiality, or infringement or misuse of the Company’s intellectual property: (a) neither Party shall be liable to the other for any loss of profits or any indirect, special, incidental, punitive or consequential damages, however caused and under any theory of liability, even if advised of the possibility of such damages; and (b) the Company’s aggregate liability arising out of or relating to these Vendor Terms or the Platform shall not exceed the total Platform Fee / commission actually received by the Company from the Vendor in the twelve (12) months preceding the event giving rise to the claim.
18.2. Financial Cap on Aggregate Liability: Notwithstanding anything to the contrary contained in this Agreement, ECSHA's total aggregate financial liability to the Vendor for any and all claims, disputes, breaches, or causes of action arising under or related to this Agreement or the use of the Platformwhether in contract, tort (including negligence), statutory breach, or otherwise—shall be strictly limited to the lower of: (a) The total platform commission fees actually received and retained by ECSHA from transactions completed by the Vendor on the Platform in the three (3) calendar months immediately preceding the event giving rise to the claim; or (b) INR 5,000 (Indian Rupees Five Thousand Only).
18.3.Platform Availability Disclaimer: ECSHA provides the digital platform on an "AS IS" and "AS AVAILABLE" basis. ECSHA shall not be liable for any losses or delays resulting from website downtime, scheduled maintenance, payment gateway outages, courier delivery failures, third-party API interruptions, or events of Force Majeure.
19.Indemnification
19.1.The Vendor shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, contractors and assigns from and against any loss, claim, liability, damage, action, cost or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) any Product listed, sold or supplied by the Vendor, including any defect, mislabelling, adulteration, tampering, expiry, regulatory non-compliance or harm caused by the Product (including claims by or arising from Buyers or regulators); (b) any breach of the Vendor’s representations, warranties or obligations under these Vendor Terms; and (c) the Vendor’s violation of Applicable Law or infringement of any third-party right. The Company may recover any indemnified amount by set-off against amounts owed to the Vendor.
20.Suspension, De-listing and Termination
20.1.Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice. The Company may suspend, restrict, de-list or terminate the Vendor’s access, listings or account immediately on notice where the Vendor breaches these Vendor Terms or any Applicable Law, provides false information, fails to meet minimum operational or quality standards, receives persistent negative ratings, or where the Company reasonably determines that the Vendor’s continued participation could result in legal or business liability or harm to the Platform, Buyers or other Vendors.
20.2.Termination does not affect the rights of Buyers who have already purchased the Vendor’s Products or the Vendor’s obligation to support such Buyers and honour returns, replacements and refunds. Provisions which by their nature are intended to survive—including those on settlement, taxes, confidentiality, data protection, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution—shall survive termination.
21.Force Majeure
21.1.Neither Party shall be liable for any failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control, including act of God, epidemic or pandemic, government restriction, war, civil disturbance, strike, fire, flood, or failure of power, internet or telecommunications.
22.Grievance Redressal and Dispute Resolution
22.1.Any grievance in relation to the Platform may be addressed to the Company’s Grievance Officer (Name: Evangeline Shobia ]; Email: admin@ecsha.com; Address: 10/24, Thengamputhur Main Road, Thengamputhur – 629602, Kanyakumari District, Tamil Nadu, India), who shall acknowledge the grievance within 48 (forty-eight) hours and endeavour to resolve it within the period prescribed under Applicable Law.
22.2.Any dispute arising out of or relating to these Vendor Terms shall first be attempted to be resolved amicably by the Parties in good faith. Failing resolution within 60 (sixty) days, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual consent. Disputes shall be arbitrated on an individual basis and not consolidated with any other party’s claim. The seat and venue of arbitration shall be Nagercoil, Tamil Nadu, India, and the language shall be English. The award shall be final and binding. Notwithstanding the foregoing, the Company may seek interim or injunctive relief from any court of competent jurisdiction.
23.Governing Law and Jurisdiction
23.1.These Vendor Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration provisions above, the Parties irrevocably submit to the exclusive jurisdiction of the courts at Nagercoil, Tamil Nadu, India.
24.Amendment
24.1.The Company may revise these Vendor Terms from time to time and will notify the Vendor of material revisions. If the Vendor does not expressly reject the revised terms within the period specified by the Company, the Vendor shall be deemed to have accepted them; if the Vendor expressly rejects them, the Company may treat the Agreement as terminated and disable or delete the Vendor Account.
25.Miscellaneous
25.1.These Vendor Terms, together with the Platform Policies, constitute the entire agreement between the Parties in relation to the Vendor’s use of the Platform and supersede all prior agreements on that subject matter. The Vendor may not assign or delegate its rights or obligations without the Company’s prior written consent; the Company may assign freely. No failure to enforce any provision operates as a waiver. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
