This Business Services Agreement (“Agreement”) contains the terms and conditions that govern the merchant’s business services on this website of Timbuckdo Innovations Private Limited.
As used in this Agreement,
TimbuckDO and You may be hereinafter referred to individually as a “Party” or collectively as “Parties.”
The capitalized terms have the meanings listed in the Definitions given here below. If there is any conflict between this Agreement and the applicable Terms of Service and/or any other documentation, this Agreement shall prevail over the others and govern.
THIS AGREEMENT IS BETWEEN TIMBUCKDO AND YOU (COLLECTIVELY INCLUDES YOU, AND THE BUSINESS ENTITY THAT YOU REPRESENT ON ITS BEHALF). THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT SHALL GOVERN YOUR ACCESS TO, USE, PROVIDE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS REGISTERED ON OUR WEBSITE. BY REGISTERING FOR OR USING OR PROVIDING EACH OF THE SERVICES THROUGH OUR WEBSITE OR IN CONNECTION THEREWITH, YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING OUR GENERAL TERMS OF SERVICE AND PRIVACY POLICY AND OTHER DOCUMENTATION MADE AVAILABLE IN THIS WEBSITE IF ANY.
To complete the enrolment with Us, You must complete the registration process for one or more of the Services that you may provide through Our Website. The usage of the Services is limited to the parties that can lawfully enter into and form contracts under applicable laws of India. For enrolment with Us, you must provide Us with Your (or your business’) legal name, address, phone number, e-mail address, applicable tax registration details and any other information that we may request in the registration application form. Any personal data you provide to us will be managed in accordance with TimbuckDO’s Privacy Notice.
The Service Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement unless this Agreement or the applicable Service Terms provide otherwise.
For the TimbuckDo Site that you register for or use a Service in connection with, we may require you to provide valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the TimbuckDo Site, “Your Bank Account”) You shall use only a name you are authorized to use in connection with the Service and shall ensure that such information at all times remains accurate and complete. At TimbuckDo’s option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that TimbuckDo shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the TimbuckDo Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.
| Sl No | Category | Inaugural Offer – TimbuckDo’s Commission (Inclusive of tax) |
|---|---|---|
| 1 | Gadgets & Accessories | 2.00% |
| 2 | Personal Care & Cosmetics | 2.00% |
| 3 | Apparels & Footwear | 2.00% |
| 4 | Software and Online Tools | 2.00% |
| 5 | Sports and Fitness | 2.00% |
| 6 | Travel and Hospitality | 2.00% |
| 7 | Grocery | 2.00% |
| 8 | Food Chains and Restaurants | 2.00% |
| 9 | Courses and Stationaries | 2.00% |
| 10 | Fashion & Ornaments | 2.00% |
| 11 | Sport Shows & Events | 2.00% |
Note: Payment gateway charges are extra if any.
Rate mentioned are strictly inaugural offer and subjected to change in few months.
The term of this Agreement will start on the date of your Enrolment completion for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via email, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice.
We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within seven (07) days of our cure notice to you. If your breach exposes us to any liability towards a third party, in such case we are entitled to reduce, or waive, the aforementioned cure period solely at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for any deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or TimbuckDo’s legitimate interest.
We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.
On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you shall remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and the Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15 and any other sections that reasonably qualify by their inherent nature of these General Terms shall survive.
By enrolling with Us, You hereby agree and grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable laws to use any and all of Your Materials for the Services. However, we will not alter any of Your Trademarks from the form provided by you 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 your removal requests as to specific uses of Your Materials if you are unable to do so using our standard functionality made available to you on our Website. Notwithstanding the foregoing, nothing in this Agreement shall prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable laws such as the fair use under copyright law, referential use under trademark law, or valid licence from a third party or any other similar use.
TimbuckDo retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable policies of TimbuckDo.
The Parties hereto, represents and warrants that: (a) if it is a business, it is duly organized, legally competent, validly existing under the applicable laws of India and the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable laws including but not limited to employment and labour laws, procuring and maintaining applicable tax registrations in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, or other applicable government authority.
6.1 You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against, any third party claim, loss, damage, settlement, cost, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by You, Your Products including the offer, sale, refund, cancellation, adjustments, or return thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.
6.2 TimbuckDo’s indemnification obligations. TimbuckDo will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) TimbuckDo’s non-compliance with applicable laws; or (b) allegations that the operation of TimbuckDo’s Website infringes or misappropriates that third party’s intellectual property rights.
6.3 Process. We may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our cost, if any indemnified Claim might adversely affect us. No party shall consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, and such consent shall not be unreasonably withheld. Notwithstanding the foregoing, a party that is exclusively affected may settle any claim that is exclusively directed at it.
THE TIMBUCKDO SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU ACCESS THE TIMBUCKDO SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY TIMBUCKDO TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE TIMBUCKDO SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.
TIMBUCKDO WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF TIMBUCKDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTHS PERIOD PAID BY YOU TO TIMBUCKDO IN CONNECTION WITH THE PARTICULAR SERVICE AND THE TIMBUCKDO SITE GIVING RISE TO THE CLAIM.
You will comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner. As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT/CST, goods and services tax, cesses, or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. TimbuckDo is not responsible for collecting, remitting, or reporting any service tax, VAT/CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making, and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, TimbuckDo will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against TimbuckDo.
If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the TimbuckDo Site. In case of any discrepancy in the reporting/returns filed by you and TimbuckDo, you agree that you will resolve such discrepancy promptly and indemnify TimbuckDo against any tax, interest, and penalty payable in this regard.
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and thereafter:
However, your right to share Confidential Information with a statutory authority that has jurisdiction over you is not restricted, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the statutory authority.
You shall not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way. You shall only use the TimbuckDo Mark as we may define in our written permission and not otherwise.
You shall not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. You shall not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential in perpetuity.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.
You and We are independent contractors working on a principal-to-principal basis, and nothing in this Agreement shall be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You shall not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
We will provide at least 15 days’ advance notice in accordance with Section 16 for changes to the Agreement.
Notwithstanding anything mentioned to the contrary herein, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section.
Any password we provide to you shall be used only during the Term to access Your Account to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You shall not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. TimbuckDo will deem it that all the transactions made in Your account are performed by You and Your authorized users.
Grievance Cell: Dispute Resolution, Jurisdiction and Governing Laws.This Agreement, use or any issues arising out of any activity regarding the use of this Site shall be redressed by the TimbuckDo Grievance Cell (“TGC”). TGC will redress the concerns, disputes raised by You and endeavour to resolve it amicably in accordance with the applicable laws of India.
Assignment. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to TimbuckDo, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for TimbuckDo as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.
Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
Statutory / Regulatory Disclosures. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.