Seller Agreement

In this Agreement, unless the context requires otherwise, the terms Company, Sellio, Platform, We, Us, and Our refer to Innovilla Private Limited operating the marketplace under the brand Sellio™. The terms Seller, You, and Your mean the individual, proprietorship, partnership, LLP, company, or other lawful business entity that registers or uses the platform to offer products or services.

Section headings are for convenience only and shall not affect the interpretation of this Agreement. References to laws include all amendments, re-enactments, notifications, rules, regulations, and subordinate legislation then in force.

Sellio™ is a technology-enabled marketplace and intermediary platform that facilitates discovery, listing, promotion, order routing, communication, and related commercial interactions between independent sellers and customers.

The Company does not, unless expressly stated in writing, act as the manufacturer, importer, stockist, distributor, reseller, packer, warranty provider, or service guarantor for Seller listings. The Company does not guarantee demand, business growth, traffic, impressions, clicks, conversion rates, revenue, or profitability.

This Agreement becomes binding when the Seller completes registration, submits KYC details, activates the account, lists products or services, recharges the wallet, accepts platform tools, or otherwise continues usage after publication or revision of the Agreement.

If the Seller does not agree to this Agreement in full, the Seller must immediately discontinue use of the platform and all related seller tools. Continued use shall constitute conclusive acceptance to the maximum extent permitted by applicable law.

• The Seller must be legally competent to contract and must be capable of binding the business entity it represents.
• The Seller must provide true, complete, and current information, including business identity, authorized signatory details, address, bank details, tax details, and any other information reasonably requested by the Company.
• The Seller must maintain valid registrations, licenses, approvals, and certifications required for the relevant business, product category, and place of operation.
• The Company may accept, reject, suspend, or revoke onboarding at its sole discretion and is under no obligation to provide reasons for refusal.

• All information and documents provided by the Seller are true, lawful, accurate, and not misleading.
• The Seller owns or has the full right to sell, market, display, license, and distribute the products, services, images, marks, and content uploaded on the platform.
• The Seller will comply with all applicable laws, including consumer protection laws, tax laws, quality standards, labeling laws, product safety obligations, and e-commerce obligations.
• The Seller will not use the platform for fraud, evasion, unlawful promotion, counterfeit trade, data abuse, or any other impermissible activity.

The Platform presently operates on a zero-commission model for sales generated through the marketplace, unless a separate written commercial arrangement states otherwise. However, the Company may charge fees for optional services, advertising, logistics, government fees, taxes or other platform utilities, which shall be communicated to the Seller in advance.

To activate and continue operating a seller account, the Seller shall maintain a positive wallet balance. In case of negative balance, the Seller may be restricted from further transactions until the balance is restored. The wallet is a closed-loop internal balance mechanism for platform-linked operational uses and does not constitute a banking, deposit, escrow, or investment instrument.

• The wallet balance is non-transferable and non-withdrawable.
• Wallet amounts are non-refundable, except where a mandatory refund or reversal is required by applicable law or a final order of a competent authority.
• The Company may apply wallet balances toward logistics, marketing, platform utilities, recovery of dues, penalties, chargebacks, customer compensation, and other operational adjustments.

The Seller shall publish accurate, lawful, and complete listing information. Product descriptions, images, specifications, claims, pricing, availability, and delivery timelines must not be false, deceptive, unsubstantiated, or otherwise unlawful.

The Seller must not list or facilitate prohibited, restricted, or unlawful goods or services, including counterfeit items, stolen goods, narcotics, weapons, banned substances, illegal medicines, wildlife products, or any item barred by law, regulation, policy, or platform rules.

The Company may remove, suppress, edit, reject, or delist any content at any time, with or without prior notice, where it considers the content non-compliant, harmful, risky, offensive, misleading, or adverse to the platform.

The Seller is solely responsible for pricing decisions, statutory taxes, GST compliance, invoices, HSN or SAC classification, returns, records, declarations, and any other fiscal or regulatory requirements applicable to the Seller's supply.

The Company does not assume responsibility for Seller tax defaults, misclassification, non-filing, under-reporting, incorrect invoicing, or penalties arising from the Seller's conduct. Any platform support is administrative only and shall not be treated as legal, accounting, or tax advice.

• The Seller must accept, pack, and dispatch orders promptly.
• The Seller must maintain accurate inventory and must not accept orders for out-of-stock or unavailable items.
• The Seller must use proper packaging, lawful documentation, and commercially reasonable care to prevent damage, leakage, contamination, tampering, or transit failure.
• Any delay, cancellation, failed delivery, or customer complaint arising from the Seller's operational shortcomings may attract penalties, deduction, suspension, delisting, or other remedial action by the Company.

The Seller shall comply with the shipping, return, cancellation, and refund framework made available by the Company or otherwise communicated to the Seller from time to time. The Company may facilitate workflows, but the primary responsibility for product quality, dispatch, replacement, refund eligibility, and customer remedy remains with the Seller unless expressly stated otherwise in writing.

The Company may investigate suspected abuse, including fake returns, false non-delivery claims, courier manipulation, fraud, and reimbursement abuse. Where appropriate, the Company may withhold payouts, adjust wallet balances, recover losses, or suspend accounts to protect platform integrity.

Payouts are subject to successful order completion, fraud review, dispute resolution, chargeback risk, documentation verification, and internal settlement rules. The Company may delay, hold, or reverse payouts where reasonably required for risk control, investigation, compliance, or recovery of dues.

The Company may exercise a right of set-off against any amounts due to the Seller, including wallet balances, receivables, or pending settlements, for any lawful claim, recovery, penalty, indemnity, refund exposure, chargeback, operational loss, or other amount owed by the Seller to the Company or to a customer through the platform.

The Company may run advertisements, featured placements, category boosts, recommendations, coupons, promotional campaigns, and visibility tools at its sole discretion. The Seller acknowledges that such measures are discretionary and do not create any promise of sales, ranking, impressions, engagement, or conversion.

The Seller shall not claim damages, refunds, credits, or other relief based on low campaign performance, algorithmic changes, traffic fluctuations, seasonal demand shifts, or the commercial outcome of promotional activity.

The Seller grants the Company a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, store, reproduce, display, adapt, translate, publish, distribute, and use the Seller's content, images, marks, names, videos, and related materials for platform operation, compliance, support, advertising, and marketing purposes.

The Seller warrants that no material uploaded by the Seller infringes any third-party intellectual property, publicity, moral, contractual, or confidentiality right. The Company may remove or disable content upon suspicion of infringement without assuming liability to the Seller.

The Seller shall keep confidential all non-public information relating to the platform, including pricing intelligence, operational methods, analytics, systems, internal communications, customer data, and technical workflows. Such information may be used only for lawful order fulfillment and platform-related operations.

The Seller shall not scrape, copy, exploit, reverse engineer, commercially mine, or disclose platform data, customer data, or business insights except where expressly authorized in writing or required by law.

The Company may conduct routine or targeted compliance reviews, risk assessments, audits, document checks, and investigations at any time. The Seller must promptly provide information, declarations, clarifications, samples, records, invoices, certificates, or other materials reasonably requested by the Company.

If the Company identifies suspicious behavior, the Company may place temporary restrictions, freeze listings, disable account functions, withhold settlements, or share information with law enforcement, regulators, couriers, payment partners, or other third parties where permitted or required by law.

The Company may suspend, restrict, or terminate any Seller account immediately, with or without notice, where the Company believes the Seller has engaged in fraud, counterfeit trade, fake orders, customer abuse, misuse of the wallet, repeated cancellations, intellectual property violations, legal non-compliance, reputation harm, or any conduct inconsistent with platform standards.

The Company may also delist products, disable chat or order tools, freeze payouts, retain wallet balances, or require further verification before restoring access. Any such action shall be without prejudice to other contractual, civil, regulatory, or criminal remedies available to the Company.

The Seller shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, affiliates, agents, and partners from and against all claims, liabilities, losses, damages, penalties, costs, charges, proceedings, and expenses arising out of or connected with the Seller's breach, negligence, misconduct, product defect, unlawful listing, tax default, data misuse, IP infringement, customer dispute, or violation of law.

This indemnity is intended to survive termination and shall apply to the fullest extent permissible under applicable law.

To the maximum extent permitted by law, the Company shall not be liable for indirect, incidental, special, consequential, punitive, exemplary, or remote losses, including loss of profit, loss of goodwill, business interruption, loss of data, or reputational harm.

Without limiting the foregoing, the Company shall not be responsible for third-party failures, courier delays, payment gateway issues, cyber incidents, force majeure events, market changes, regulatory action, or Seller misconduct. If any liability is imposed notwithstanding this clause, the aggregate liability of the Company shall be limited to the amount directly attributable to the disputed transaction, to the extent permitted by law.

The Company shall not be deemed in breach for failure or delay caused by events beyond its reasonable control, including natural calamities, fire, flood, epidemic, pandemic, war, terrorism, strikes, internet outage, power failure, governmental action, cyberattack, transportation disruption, or failure of third-party systems.

The Company may revise, amend, replace, supplement, or withdraw any part of this Agreement or any related policy at its sole discretion. Any update may be posted on the platform and shall take effect from the stated date or, if no date is stated, upon publication.

Continued access to the platform after any revision constitutes the Seller's acceptance of the revised terms. The Seller is responsible for periodically reviewing this Agreement and related policies.

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

Subject to applicable law, the courts having jurisdiction at Varanasi, Uttar Pradesh shall have exclusive jurisdiction over any dispute, claim, or proceeding arising out of or in connection with this Agreement, the platform, or the relationship between the parties.

• If any provision is held invalid, the remainder shall continue in full force to the maximum extent permitted by law.
• Failure or delay by the Company in enforcing any right shall not constitute a waiver of that right.
• The Company may assign or transfer its rights and obligations in connection with a corporate restructuring, merger, acquisition, or sale of business assets.
• This Agreement, together with related policies, constitutes the entire agreement between the parties regarding seller use of the platform, unless a separate written contract states otherwise.
• Electronic acceptance, click acceptance, OTP confirmation, and digital records shall be treated as valid evidence of consent to the extent permitted by law.