|1.||Scope of Agreement||These terms govern the use of Onlala.com by any party other than Corevyan|
|3.||Seller’s Account||• Seller shall be responsible for maintaining the confidentiality of its account and
password and for restricting access to its computer to prevent un-authorized access to
• Seller agrees to accept responsibility for all activities that occur under its account or password.
• Seller should take all necessary steps to ensure that the password is kept confidential and secure and should inform Corevyan immediately if it has any reason to believe that its password has become compromised.
• Seller undertakes to provide Corevyan with correct and complete details and inform Corevyan immediately of any changes to the information that it has provided.
• Seller can access and update much of the information you provided us with in the Your Account area of the website.
• Corevyan reserves the right to terminate accounts, remove or edit content at any time without notice to the Seller.
|5.||E-Platform for communication||Seller agrees, understands and acknowledges that the website is an online platform that
enables the Seller to purchase products listed on the website at the price indicated
at any time from any location.
Seller further agrees and acknowledges that Corevyan’s Portal is only a facilitator and is not and cannot be a party to or control in any manner any transactions on the website. Accordingly, the contract of sale of products on the website shall be a strictly bipartite contract between Seller and the buyers on Corevyan’s Portal
|6.||Access to Corevyan’s Portal||It will Corevyan’s endeavor to ensure maximum uptime or availability of the website and ensure uninterrupted and error-free transmissions. However, due to the nature of the Internet, this cannot be guaranteed. Also, Seller’s access to the website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services at any time with or without a prior notice.|
|7.||Seller's Conduct||Seller must not use the website in any way that causes, or is likely to cause, the
or access to it to be interrupted, damaged or impaired in any way.
Seller understands that Seller itself and not Corevyan’s Portal is responsible for all
electronic communications and content sent from its computer to Corevyan’s Portal and
must use the website for lawful purposes only. Seller must not use the website for any
• for fraudulent purposes, or in connection with a criminal offense or other unlawful activity.
• to send, use or reuse any material that does not belong to Seller; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or anyother proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam
• to cause annoyance, inconvenience or needless anxiety
|8.||Reviews, comments, communication and other content||Users of this website may post reviews, comments and other content; send communications;
submit suggestions, ideas, comments, questions, or other information, as long as the
is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy,
of intellectual property rights, or otherwise injurious to third parties, or
and does not consist of or contain software viruses, political campaigning, commercial
solicitation, chain letters, mass mailings, or any form of "spam." In the event a user
a false e-mail address, impersonates any person or entity, or otherwise misleads as to
origin of any content. Corevyan reserves the right (but not the obligation) to remove,
refuse, delete or edit any content that in the sole judgement of Corevyan violates these
Conditions of use and, or terminate your permission to access or use this website.
If you do post content or submit material, and unless we indicate otherwise, you
1. (a) grant Corevyan and its affiliates a non-exclusive, royalty-free, irrevocable, perpetual and fully sub-licensable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and
2. (b) Corevyan and its affiliates and sub-licensees the right to use the name that you submit in connection with such content, if they choose. You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. You agree to waive your right to be identified as the author of such content and your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Corevyan, including the execution of deeds and documents, at its request.
You represent and warrant that you own or otherwise control all of the rights to the content that you post or that you otherwise provide on or through the website; that, as at the date that the content or material is submitted to Corevyan’s Portal: (i) the content and material is accurate; (ii) use of the content and material you supply does not breach any applicable Corevyan Portal’s policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory); (iii) the content is lawful. You agree to indemnify Corevyan and its affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties.
|9.||Claims against Objectionable Content||Because Corevyan’s Portal lists millions of products for sale offered by sellers on the website and hosts many thousands of comments, it is not possible for us to be aware of the contents of each product listed for sale, or each comment or review that is displayed. Accordingly, onlala.com operates on a "notice and takedown" basis. If you believe that any content on the website is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, (" Objectionable Content "), please notify us immediately by following our Notice and Procedure for Making Claims of Right Infringements. Once this procedure has been followed, onlala.com will make all reasonable endeavours to remove such Objectionable Content complained about within a reasonable time.|
|10.||Copyright, authors’ rights and database rights||All content included on the website, such as text, graphics, logos, button icons,
audio clips, digital downloads, data compilations, and software, is the property of
its affiliates or its content suppliers and is protected by India and international
copyright, authors' rights and database right laws.
The compilation of all content on this website is the exclusive property of Corevyan and its affiliates and is protected by laws of India and international copyright and database right laws.
All software used on this website is the property of Corevyan, its affiliates or its software suppliers and is protected by India and international copyright and author' rights laws.
You may not systematically extract/ or re-utilise parts of the contents of the website without Corevyan and / or its affiliate's (as may be applicable) express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this website, without Corevyan and / or its affiliate's (as may be applicable) express written consent. You may also not create and/ or publish your own database that features substantial (eg: prices and product listings) parts of this website without Corevyan and / or its affiliate's (as may be applicable) express written consent
|11.||Intellectual Property Claims||Corevyan and its affiliates respect the intellectual property of others. If you believe that your intellectual property rights have been used in a way that gives rise to concerns of infringement, please follow our Notice and Procedure for Making Claims of Right Infringements.|
|12.||Trademarks||“Corevyan”, “Onlala” and other marks indicated on our website are trademarks or registered trademarks of Corevyan), in India and/or other jurisdictions. Corevyan’s graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Corevyan. Corevyan’s trademarks and trade dress may not be used in connection with any product or service that is not Corevyan’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Corevyan. All other trademarks not owned by Corevyan that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Corevyan.|
|13.||Patents||NOT APPLICABLE AS ON DATE- Please confirm this understanding|
|14.||Disclaimer||You acknowledge and undertake that you are accessing the services on the website and
transacting at your own risk and are using your best and prudent judgment before
into any transactions through the website. You further acknowledge and undertake that
will use the website to order products only for your personal use and not for business
purposes. We shall neither be liable nor responsible for any actions or inactions of
nor any breach of conditions, representations or warranties by the sellers or
of the products and hereby expressly disclaim and any all responsibility and liability
that regard. We shall not mediate or resolve any dispute or disagreement between you and
sellers or manufacturers of the products.
We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the website. While we have taken precautions to avoid inaccuracies in content, this website, all content, information (including the price of products), software, products, services and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any products on the website. At no time shall any right, title or interest in the products sold through or displayed on the website vest with Corevyan nor shall Corevyan have any obligations or liabilities in respect of any transactions on the website.
|15.||Indemnity and Release||You shall indemnify and hold harmless Corevyan, its subsidiaries, affiliates and their
respective officers, directors, agents and employees, from any claim or demand, or
including reasonable attorney's fees, made by any third party or penalty imposed due to
arising out of your breach of this MOU or any document incorporated by reference, or
violation of any law, rules, regulations or the rights of a third party.
You hereby expressly release Corevyan and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions/inactions of the vendors and specifically waiver any claims or demands that you may have in this behalf under any statute, contract or otherwise
|16.||Other Businesses||Sellers may operate stores, provide services, or sell product lines on onlala.com. For
example, businesses and individuals offer products via Marketplace. In addition, we
links to the websites of affiliated companies and certain other businesses. We are not
responsible for examining or evaluating, and we do not warrant or endorse the offerings
any of these businesses or individuals, or the content of their websites.
Corevyan does not assume any responsibility or liability for the actions, products, and content of any of these and any other third-parties. You can tell when a third-party is involved in your transactions, and we may share customer information related to those transactions with that third-party. You should carefully review their privacy statements and other conditions of use.
|17.||Terms of Sale||Terms of Sale in relation to each product listing shall be clearly written and displayed
that the buyers/ customers can make an informed decision.
Such Terms of Sale in addition to this Agreement shall govern the terms of the transaction executed through onlala.com
|18.||Pricing and availability||We list availability information for products sold by us on the website, including on
product information page. Beyond what we say on that page or otherwise on the website,
cannot be more specific about availability. Please note that dispatch estimates are just
that. They are not guaranteed dispatch times and should not be relied upon as such. As
process your order, you will be informed by e-mail if any products you order turn out to
For more details, please review our Pricing policy and our Availability Guide, both of which apply to products ordered from us.
All prices are inclusive of VAT/CST, service tax, Goods and Services Tax ("GST"), duties and cesses as applicable - unless stated otherwise.
|19.||Payment Guarantee/ Security||Seller shall furnish rolling bank guarantee equivalent to sales commission due on sales made through Corevyan Portal for last six months. The bank guarantee shall be furnished by a financial institution which has not been subjected to any international sanctions.|
|20.||Sales Commission||Sales commission at the rates as specified in Annexure A of the MOU is payable at the time of sales being effected. If payment via Corevyan’s Portal in that case, sales commission shall be deducted from amount of proceeds from the Sales effected and the balance amount shall be remitted to Seller’s account in the Seller’s registered bank account. The amount shall be registered on a bi-weekly or monthly basis. (The time for remittance has been kept at 2-4 weeks to allow for reconciliation of transactions and balances)|
|21.||Warehousing & Logistics||Warehousing and logistics including transportation of goods up-to the point of sale
shall be the sole responsibility of the Seller.
Onlala can help the Seller in warehousing & logistics on Seller’s request and payment of additional charges.
“POS” has been defined as the address as mentioned by the purchase for conclusion of sales transacted through Onlala i.e., the address where the goods have to be delivered by the Seller
|22.||After-sales service||After-sales service is the sole-responsibility of the Seller and Onlala is not responsible for provision of any-sales service. Buyer shall directly reach out to the Seller’s helpdesk for the after sales service support.|
|23.||Repairs||Repairs under warranty and out-of-warranty shall be the slae responsibility of the Seller|
|24.||Sales Returns||Sales Returns shall be the liability of the Seller and Onlala will facilitate delivery of goods back to the Seller. Charges for such delivery etc. shall be charged to the Seller over and above other charges|
|25.||Customer complaints||Customer compliants shall be handled by the Seller and Onlala shall not have any role in handling customer complaints. Onlala reserves the right to cancel subscription Onlala platform in case the reviews about products sold by the Seller is generally adverse or unfavorable and brings disrepute to Onlala platform.|
|26.||Taxes||Seller shall be responsible for payment of all fees/costs/charges associated with the purchase of products from us and you agree to bear any and all applicable taxes including but not limited to VAT/CST, service tax, GST, duties and cesses etc.|
|27.||Health & Safety||By purchasing and selling any product from/ on Corevyan’s Portal, you acknowledge that you have read and understood our Health & Safety Guidelines and that you acknowledge that the goods being sold and purchased are compliant with the Health & Safety guidelines/ laws/ regulations as may be applicable on the land of use.|
|28.||Eligibility||Use of Corevyan’s Portal is available only to persons who can form a legally binding
contract under the Indian Contract Act, 1872.
If Seller is a person from a country which is sanctioned under the laws of Republic of India, then the Seller will be deemed to be a Sanctioned Person and its involvement with Corevyan’s Portal is void-abinitio.
In case the Seller is a country against which any sanctions under the International Law is prevailing to which the Government of Republic of India has consented to then in that case the Seller shall not be placing any goods or services for sale over the portal which are under the purview of sanctions.
|29.||Communications||When the Seller visits the Corevyan’s Portal, Seller is communicating with Corevyan
electronically. Seller will be required to provide a valid phone number while placing an
order with Corevyan’s Portal or while uploading goods/ services available for sale on
Corevyan may communicate with the Seller by e-mail, SMS, phone call or by posting notices on the website or by any other mode of communication.
For contractual purposes, Seller would consent to receive communications including SMS, e-mails or phone calls from Corevyan’s Portal with respect to its order.
|30.||Losses||Corevyan shall not be not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss that is not reasonably foreseeable to both the Seller and Corevyan when a contract for the sale or purchase of goods through Corevyan’s Portal to or from Seller was formed|
|31.||Alteration or Amendments to the Conditions||• Corevyan reserves the right to make changes to its policies, and these Conditions of
at any time
• Seller will be subject to the policies and Conditions of Sale in force at the time of the transaction of sale/ purchase of goods or services from Corevyan’s Portal, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by the Seller).
• If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
|32.||Events beyond our reasonable control||Corevyan will not be held responsible for any delay or failure to comply with its obligations under these conditions if the delay or failure arises from any cause which is beyond reasonable control of Corevyan. This condition does not affect Seller’s or buyer’s statutory rights.|
|33.||Waiver||If Seller breaches these conditions and Corevyan does not take any action, Corevyan will still be entitled to use its rights and remedies in any other situation where Seller breaches these conditions.|
|34.||Governing Law and Jurisdiction||A. This agreement shall be governed by and construed in accordance with the laws of the
Republic of India without giving rise to its choice of law provisions.
B. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, if any not settled amicably shall be referred to and resolved by arbitration in New Delhi in accordance with the Indian Arbitration and Conciliation Act, 1996.
C. Dispute Resolution
• Any Party which claims that the Dispute has arisen must give a written notice thereof to the other Parties as soon as practicable after the occurrence of the event, matter or thing which is the subject of such Dispute and in such Notice, such Party shall provide particulars of the circumstances and nature of such Dispute and of its claim(s) in relation thereto.
• The other Parties shall within 7 (seven) Business Days of such Notice, each specify in writing its position in relation to the Dispute and thereafter shall engage in discussions and negotiations to settle the Dispute within 30 (thirty) Business Days after receipt of the Notice specifying therein particulars of the Dispute (“Dispute Resolution Period”). • The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties to the Dispute. In the event that the Parties fail to agree on who shall be appointed as the sole arbitrator within a period of 30 (thirty) Business Days following the Dispute Resolution Period, the arbitral tribunal shall be appointed in accordance with Section 11 of the Arbitration Act.
• The language of the arbitration shall be in English. In the event that recourse to the courts shall be necessary for the purpose of determining any question of law required to be determined for arbitration, the Parties hereby submit to the exclusive jurisdiction of the courts of Singapore, agree not to commence any suit, action or proceeding relating thereto except in such courts, and waive, to the fullest extent permitted by law, the right to move to dismiss or transfer any action brought in such courts on the basis of any objection to personal jurisdiction or venue.
• The decision of the arbitrator shall be final and binding on the Parties and may be used (without limitation) as a basis for judgment in any country which has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.