Vendor Agreement

This Vendor Agreement (“Agreement”) is a legally binding contract entered into between HT Business Group, a company incorporated and existing under the laws of India, having its registered office at Ahmedabad, Gujarat, India (hereinafter referred to as the “Platform Owner” or “Shopnaka”), and the individual or entity (hereinafter referred to as the “Vendor,” “Seller,” “you,” or “your”) who registers to sell products or services via the e-commerce platform Shopnaka, accessible at https://shopnaka.com.

This Agreement governs your use of the Shopnaka platform as a Vendor and outlines your rights, obligations, and responsibilities. By registering as a Vendor, you expressly acknowledge and agree to be legally bound by the terms set forth in this Agreement.

1. Definitions

• “Platform” refers to the e-commerce marketplace website owned and operated by HT Business Group under the brand name “Shopnaka.”
• “Vendor” means any person, business, or legal entity that has been approved by Shopnaka to list, market, and sell goods or services on the Platform.
• “Customer” refers to any person or entity who places an order to purchase products or services from Vendors through the Platform.
• “Products” shall include physical and digital goods, services, or offerings listed for sale by the Vendor.

2. Vendor Onboarding and Eligibility

• Vendors must submit complete and accurate onboarding documentation including but not limited to:
  • Business Registration Certificates (e.g., GSTIN, CIN)
  • PAN Card and Aadhaar/Valid Government ID of Authorized Representative
  • Active Bank Account with IFSC Code
  • Proof of Address and Ownership
• Shopnaka reserves the right to verify all details submitted and to accept or reject any Vendor registration at its sole discretion without the need to provide justification.
• Vendors must not be involved in any criminal proceedings or illegal trade activities.

3. Product Listing & Content Guidelines

• Vendors are responsible for the accuracy, legality, and appropriateness of all content uploaded including product names, specifications, pricing, tax categorization, visuals, and usage instructions.
• Listings must not infringe third-party intellectual property rights, and must comply with local and international laws.
• All returnable products must clearly state return/refund terms on their individual product pages.
• Misrepresentation or false advertising will result in delisting, account suspension, and/or legal action.

4. Inventory Management, Fulfillment & Shipping

• Vendors shall ensure accurate stock status at all times. Backorders or unfulfilled orders due to stockouts must be minimized.
• Timely packaging, proper labeling, and dispatch of products are solely the Vendor’s responsibility.
• Orders must be shipped within the defined processing period. Continuous delays may attract warnings, penalties, or deactivation.
• Shipping details, including carrier tracking numbers, must be updated on the Platform within 24 hours of dispatch.
• Vendor agrees to comply with all customs, import/export, and packaging regulations when shipping internationally.

5. Returns, Refunds & Customer Service

• Vendors agree to honor Shopnaka’s return and refund framework, which varies per product and must be disclosed in listings.
• Return requests must be responded to within 48 hours. Refunds for approved returns must be processed within 7 business days of receipt.
• Vendors are expected to provide quality customer support. All buyer inquiries and complaints must be resolved promptly and professionally within 2 business days.

6. Commission, Fees & Payouts

• Shopnaka shall levy a commission on every successful transaction made through the Platform. Commission rates are shared during onboarding and may be updated with prior notice.
• Additional service charges may apply for promotions, featured listings, or premium services.
• Net payouts (after deductions) shall be remitted to the Vendor’s registered bank account within 7 to 10 business days following order confirmation.
• Shopnaka reserves the right to withhold payouts in cases of disputes, chargebacks, or breach of this Agreement.

7. Taxation & Regulatory Compliance

• Vendors shall issue compliant tax invoices for every sale, including applicable GST or other local taxes.
• Vendors are solely responsible for their own tax filings, payments, and legal compliance under the relevant laws of India and other applicable jurisdictions.
• Vendors must regularly update their tax registration numbers and any statutory licenses required for specific product categories.

8. Prohibited Items & Vendor Obligations

Vendors must not:

• List products that are illegal, counterfeit, banned, or unsafe
• Sell expired or adulterated items
• Manipulate reviews, ratings, or purchase statistics
• Engage in unsolicited marketing to Platform users
• Share or misuse customer data
• Misuse the Shopnaka brand or intellectual property

Violations may result in delisting, account termination, forfeiture of payouts, legal prosecution, and permanent blacklisting.

9. Intellectual Property Rights

• Vendors retain ownership of their trademarks, logos, and product content.
• Vendors grant Shopnaka a worldwide, non-exclusive, royalty-free license to use their brand, logo, and product details for listing, marketing, and operational purposes.
• Vendors are liable for any IP infringement complaints raised by third parties against their listings.

10. Confidentiality

• Vendors must not disclose any confidential or proprietary information shared by Shopnaka, including but not limited to sales data, platform algorithms, marketing strategies, or customer insights.
• Confidentiality obligations shall survive termination of this Agreement.

11. Indemnification & Limitation of Liability

• Vendor agrees to indemnify, defend, and hold harmless Shopnaka and its affiliates against all claims, damages, liabilities, costs, or losses arising from:
  • Breach of this Agreement
  • Infringement of third-party rights
  • Defective, harmful, or misrepresented products
  • Violation of any law or regulation

Shopnaka shall not be liable for any indirect, incidental, or consequential damages including but not limited to loss of business, data, revenue, or reputation.

12. Term, Termination & Post-Termination

• This Agreement shall remain in effect until terminated by either party.
• Either party may terminate this Agreement with 30 days written notice.
• Shopnaka may immediately suspend or terminate the Vendor’s access in case of fraud, non-compliance, or reputational harm.
• Upon termination:
  • All pending dues shall be settled within 30 days
  • Product listings shall be removed
  • Any confidential information shall be returned or destroyed

13. Dispute Resolution & Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of India.
• Any disputes arising shall be subject to the exclusive jurisdiction of the courts in Ahmedabad, Gujarat.
• Disputes not amicably resolved shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the venue in Ahmedabad and language of proceedings as English.

14. Notices & Communication

All official communication, notices, and legal correspondence must be sent to:

HT Business Group
Legal & Vendor Relations Team
Email: legal@shopnaka.com / biz@shopnaka.com
Website: https://shopnaka.com