Seller Agreement

In this Seller Agreement (“Agreement”), unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

• “Platform” means the KCITR marketplace application and website accessible at kcitr.com, operated by Simranpal Singh under the trade name KCITR (“KCITR”, “we”, “us”, or “our”).
• “Seller” (also “you” or “your”) means any individual or entity that registers a store on the Platform to offer goods or services for sale to Customers.
• “Customer” means any individual or entity that purchases goods or services through the Platform.
• “Transaction” means a completed sale of goods or services by a Seller to a Customer via the Platform, where payment has been successfully processed.
• “Settlement” means the transfer of the Seller’s share of Transaction proceeds from KCITR to the Seller’s designated bank account.
• “Platform Fee” means any commission, service charge, or fee charged by KCITR on Transactions, as specified in Section 3.3 of this Agreement.
• “Payment Gateway” means Razorpay Technologies Private Limited, or such other payment processor as KCITR may engage from time to time.

This Agreement is to be read in conjunction with the Terms of Service, Privacy Policy, and Refund & Return Policy. In the event of a conflict between this Agreement and the Terms of Service, this Agreement shall prevail with respect to matters specific to the Seller relationship.

2.1 Intermediary Status: KCITR operates as an electronic marketplace intermediary as defined under Section 2(1)(w) of the Information Technology Act, 2000, and as a marketplace e-commerce entity under the Consumer Protection (E-Commerce) Rules, 2020. KCITR is not a party to any transaction between the Seller and the Customer.

2.2 Principal Seller: The Seller is the principal seller of all goods and services listed on the Platform through the Seller’s store. The Seller is solely and exclusively responsible for the quality, legality, safety, merchantability, fitness for purpose, and delivery of all products and services offered.

2.3 Payment Collection Agency: KCITR acts as a facilitator and payment collection agent on behalf of the Seller. All amounts collected from Customers in respect of the Seller’s products are collected by KCITR as agent of the Seller, held in trust, and settled to the Seller in accordance with the settlement terms set forth in Section 3 of this Agreement.

2.4 No Liability for Products: KCITR does not own, manufacture, store, inspect, or exercise control over any products or services listed by Sellers. KCITR shall not be liable for any claims, damages, losses, or disputes arising from the sale, quality, use, delivery, or non-delivery of the Seller’s products or services.

3.1 Collection: Customer payments are processed through the Payment Gateway (currently Razorpay) and received by KCITR on behalf of the Seller. KCITR holds these funds as agent of the Seller pending settlement.

3.2 Settlement Cycle: KCITR shall settle amounts owed to the Seller on a weekly basis, subject to the deductions set forth in Section 3.3 and the reserve policy in Section 3.4. Settlement is typically processed within seven (7) business days after the end of each settlement period. Settlement timelines may vary depending on Payment Gateway processing and banking schedules.

3.3 Deductions: The following amounts may be deducted from the gross payment amount prior to settlement:

• Payment Gateway Fees: processing fees as charged by the Payment Gateway on each Transaction
• Platform Commission: currently 0% (zero percent) on all Transactions. This is an introductory rate. KCITR reserves the right to introduce or modify the Platform Fee with at least thirty (30) days’ prior written notice to the Seller via email and in-app notification
• Delivery Charges: for orders utilising KCITR-managed shipping, delivery fees collected from Customers at checkout are remitted to the courier partner and are not included in the Seller’s earnings
• Refunds: amounts refunded to Customers for the Seller’s orders, in accordance with the Refund & Return Policy
• Chargebacks: chargeback amounts and associated fees arising from disputes initiated by Customers or payment networks
• Return Shipping Costs: costs incurred for approved returns or replacements as set forth in Section 6
• Statutory Withholdings: any amounts required to be withheld under applicable law (e.g., Tax Collected at Source under GST)

3.4 Reserve and Hold Policy: To protect against refunds, chargebacks, and disputes, KCITR may withhold a reasonable reserve from each settlement. The reserve percentage shall be communicated to the Seller and shall not exceed five percent (5%) of gross Transaction value without prior notice. Reserves are released after the applicable return/refund window has closed (typically seven to fourteen (7–14) days after delivery). KCITR may also place temporary holds on settlements in cases of suspected fraud, excessive chargebacks, or policy violations.

3.5 Payout Method: Settlements are transferred via NEFT, IMPS, or UPI to the bank account registered by the Seller on the Platform. The Seller is responsible for providing and maintaining accurate and current banking information. KCITR shall not be liable for settlement failures or delays caused by incorrect or outdated banking details.

3.6 Settlement Statements: KCITR shall make settlement statements available to the Seller through the Platform, detailing gross Transaction amounts, deductions, reserves, and net settlement amounts for each settlement period.

By registering as a Seller on KCITR, you represent, warrant, and agree to:

• Provide accurate and complete business information, including legal name, address, PAN (Permanent Account Number), and GST details where applicable
• List only products and services that you are legally authorised and licensed to sell, and that comply with all applicable product safety standards
• Fulfil all orders promptly and in strict accordance with the product listing descriptions, including stated delivery timeframes
• Comply with all applicable laws, regulations, and industry standards, including but not limited to the Consumer Protection Act, 2019, the Central Goods and Services Tax Act, 2017 (and applicable state GST laws), the Food Safety and Standards Act, 2006 (for food items), the Legal Metrology Act, 2009, and all applicable product safety regulations
• Maintain adequate product quality standards and handle Customer complaints, returns, and refunds in good faith and in compliance with the Refund & Return Policy
• Issue proper tax invoices to Customers where required by law
• Not engage in any fraudulent, deceptive, misleading, or anti-competitive practices
• Keep store information, product listings, pricing, stock levels, and delivery parameters accurate and up to date at all times
• Not list prohibited, illegal, counterfeit, hazardous, recalled, or restricted items on the Platform
• Maintain professional conduct in all communications with Customers through the Platform
• Promptly notify KCITR of any material change in business status, including cessation of business, change of ownership, or loss of required licences

5.1 Product Invoice: The Seller is the supplier of goods and services in all Transactions. The Platform may generate invoices on the Seller’s behalf for operational convenience; however, the Seller remains solely responsible for the accuracy, completeness, and tax compliance of all invoices.

5.2 Platform Fee Invoice: If and when KCITR introduces Platform Fees or commissions, KCITR shall issue a separate tax invoice to the Seller for the platform service charges.

5.3 GST Compliance: Sellers registered under the Goods and Services Tax must provide their valid GSTIN (Goods and Services Tax Identification Number). Sellers who are not registered under GST must comply with applicable threshold limits and registration requirements. The Seller is solely responsible for all GST filing, compliance, and remittance obligations.

5.4 Tax Collected at Source (TCS): In compliance with Section 52 of the CGST Act, 2017, KCITR shall collect Tax Collected at Source at the rate prescribed under applicable law on the net value of taxable supplies made through the Platform, and shall file GSTR-8 returns as required. TCS amounts shall be deducted from the Seller’s settlements and deposited with the appropriate tax authority.

5.5 Seller Tax Indemnity: The Seller shall indemnify and hold harmless KCITR against any tax liability, penalty, interest, or demand arising from the Seller’s failure to comply with applicable tax laws.

6.1 Return Policy Compliance: The Seller shall honour the return and refund policy displayed on their product listings and shall comply with the platform-wide Refund & Return Policy.

6.2 Refund Amount: When a Customer return is approved and the returned item has been received by the Seller, the item price shall be refunded to the Customer. If all items in an order are returned, the delivery fee paid by the Customer shall also be refunded. The refund amount shall be deducted from the Seller’s pending or future settlements.

6.3 Commission Reversal: Platform Fees charged on the original Transaction shall be reversed and credited back to the Seller’s settlement for any returned items. Platform Fees are earned only on completed, non-refunded sales.

6.4 Return Shipping Costs: For orders utilising KCITR-managed shipping, if a return or replacement requires reverse logistics (courier pickup from Customer), the return shipping cost shall be borne by the Seller and shall be deducted from the Seller’s settlement. Forward shipping costs (original delivery) that have already been incurred are non-refundable, as shipping is a consumed service.

6.5 Chargebacks: In the event of a payment chargeback initiated by a Customer’s bank, card network, or payment provider, the chargeback amount plus any associated fees imposed by the Payment Gateway shall be deducted from the Seller’s settlements. The Seller shall cooperate fully with KCITR in contesting and resolving chargeback disputes, including providing all requested documentation within the timelines specified.

6.6 Insufficient Settlement Balance: If the Seller’s settlement balance is insufficient to cover refunds, return shipping costs, chargebacks, or other deductions, the Seller shall reimburse KCITR the deficit amount within seven (7) business days of receiving a demand notice. Failure to reimburse may result in suspension of the Seller’s store and referral for collection.

6.7 Summary of Return Cost Allocation:

• Customer Receives: Refund of item price (and delivery fee if all items in the order are returned)
• Seller Bears: Forward shipping cost (non-refundable), return shipping cost (deducted from settlement), and Payment Gateway processing fees (non-refundable by the gateway provider)
• Platform Fee: Reversed to Seller (no commission on returned or refunded items)

7.1 Seller Content: The Seller retains ownership of all content, images, product descriptions, and intellectual property uploaded to the Platform. By uploading content, the Seller grants KCITR a non-exclusive, worldwide, royalty-free, sublicensable licence to use, display, reproduce, and distribute such content solely for the purpose of operating, promoting, and improving the Platform and the Seller’s store.

7.2 Warranty of Non-Infringement: The Seller represents and warrants that all content uploaded to the Platform: (a) is original or properly licensed; (b) does not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party; and (c) does not contain any material that is defamatory, obscene, or otherwise unlawful.

7.3 Platform IP: All KCITR branding, trade names, logos, trademarks, software, and proprietary platform content are the exclusive property of KCITR. The Seller shall not use KCITR’s intellectual property except as expressly permitted for the purpose of operating their store on the Platform.

7.4 Infringement Indemnity: The Seller shall indemnify and hold harmless KCITR against any claims, damages, or expenses arising from the infringement or alleged infringement of any third-party intellectual property rights by the Seller’s content or products.

Each party shall maintain the confidentiality of all non-public information received from the other party in connection with this Agreement, including but not limited to business information, financial data, Customer data, and technical information. This obligation shall survive the termination of this Agreement for a period of two (2) years.

The Seller shall not disclose, use, or exploit Customer personal data received through the Platform for any purpose other than order fulfilment. The Seller shall handle all Customer data in compliance with applicable data protection laws, including the Information Technology Act, 2000 and the SPDI Rules.

9.1 Suspension or Termination by KCITR: KCITR may suspend or terminate the Seller’s account and access to the Platform, with or without prior notice, for violation of this Agreement, applicable law, or Platform policies, including but not limited to: fraudulent activity; excessive chargebacks or refund rates; listing of prohibited items; persistent failure to fulfil orders; misrepresentation of products; or conduct harmful to the Platform or its users.

9.2 Settlement upon Termination: Upon termination, KCITR shall settle any outstanding amounts owed to the Seller (minus applicable deductions, reserves, and any amounts owed by the Seller to KCITR) within thirty (30) business days of the effective date of termination.

9.3 Voluntary Termination by Seller: The Seller may terminate this Agreement at any time by closing their store on the Platform. Termination by the Seller is subject to: (a) fulfilment or proper cancellation of all pending orders; (b) resolution of all open Customer disputes and return requests; and (c) completion of all pending settlements.

9.4 Survival: Sections relating to payment obligations, intellectual property, confidentiality, limitation of liability, indemnification, dispute resolution, and any provisions that by their nature should survive termination, shall survive the termination of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KCITR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.

KCITR’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF SETTLEMENTS PAID TO THE SELLER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR INR 10,000, WHICHEVER IS GREATER.

KCITR shall not be liable for: (a) any delay or failure in Settlement caused by the Payment Gateway, banking systems, or regulatory actions; (b) any loss arising from inaccurate information provided by the Seller; (c) any Customer claims relating to the Seller’s products or services; or (d) any event of force majeure.

The Seller agrees to indemnify, defend, and hold harmless KCITR, its proprietor, employees, agents, and representatives from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Seller’s products or services, including product liability, personal injury, or property damage claims
• The Seller’s breach of this Agreement or any applicable law
• Any tax liability arising from the Seller’s use of the Platform
• Infringement of any third-party intellectual property or other legal rights
• Any misrepresentation made by the Seller in product listings or account registration
• The Seller’s failure to comply with applicable consumer protection, food safety, product safety, or other regulatory requirements

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.

12.2 Negotiation: Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties for a period of not less than thirty (30) days.

12.3 Arbitration: If the dispute remains unresolved following the negotiation period, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended), administered by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Indore, Madhya Pradesh, India. The language of arbitration shall be English. The arbitral award shall be final and binding.

12.4 Jurisdiction: Subject to the arbitration clause above, the courts of competent jurisdiction in Indore, Madhya Pradesh, India, shall have exclusive jurisdiction over any dispute arising under this Agreement.

KCITR reserves the right to modify this Agreement at any time. Material changes (including any introduction or modification of Platform Fees, commission rates, or settlement terms) shall be communicated to Sellers at least thirty (30) days in advance via email and/or in-app notification. The Seller’s continued use of the Platform after the effective date of the amendments constitutes acceptance of the modified Agreement.

If the Seller does not agree with any amendment, the Seller may terminate this Agreement in accordance with Section 9.3, and all pending settlements shall be processed in full.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect.

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time. Any waiver must be in writing and signed by the waiving party.

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) upon transmission by email to the email address associated with the Seller’s account; or (c) upon posting as an in-app notification on the Platform. The Seller is responsible for ensuring their registered email address is current and accessible.

For questions, concerns, or formal notices regarding this Agreement, please contact us at: