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This Agreement (hereinafter referred to as “Agreement”) is made on this day of ___________ (hereinafter referred to as “Effective Date”)
Tata Steel Limited, a public limited company within the meaning of the Companies Act of 2013, having its principal marketing and sales office at Tata Centre, 43, Jawaharlal Nehru Road, Kolkata - 700071, hereinafter referred to as “Company” (which expression shall unless repugnant to the context include its successors-in-office, representatives, administrators and assigns) of ONE PART;
___________ a ___________ , ___________, (hereinafter referred to as “Seller” ) of the OTHER PART.
Parties agree that for the purpose of this Agreement, both the Company and Seller shall individually be referred to as “Party” and collectively as “Parties”.
A. The domain name https://aashiyana.tatasteel.com (hereinafter referred to as the “Platform”) is owned, operated and managed by the Company wherein steel, non-steel products along with various services and solutions of the Company are sold by various sellers.
B. ___________ is desirous of enrolling itself as a Seller for selling various products on the Platform and Company has agreed to onboard the Seller subject to the following terms and conditions
1.1. The Parties are entering into this Agreement for the purpose of onboarding the Seller in the Platform.
1.2. The Parties agree that this Agreement constitutes a prior written contract for the purposes of Rule 6(4)(a) of the Consumer Protection (E-Commerce) Rules, 2020 (hereinafter “E-Commerce Rules”).
This Agreement shall be valid for a period of 5 years from the Effective Date unless terminated in accordance with the terms of this Agreement.
a. The Platform may charge a Platform Fees from the Seller for each successful transaction on the Platform. For the purpose of this Agreement, a successful transaction refers to the successful delivery of the products at the customer’s premises.
b. The Platform Fees payable by the Seller to the Company, is a percentage-based fees of the Final Selling Price of the product on the Platform.
c. The Platform Fees shall be 0.10% of the Final Selling Price of each successful transaction on the Platform. For the purpose of this Agreement, Final Selling Price shall be calculated in the following manner:
Final Selling Price = (Price of the Product + Applicable Taxes) – Discounts availed on the Platform
d. The Company may at its sole discretion, revise the Platform Fees. The Seller shall be intimated about the revision of the Platform Fees by the Platform. In the event the Seller is not agreeable with the Platform Fees, the Seller shall have the right to withdraw itself from the list of Sellers on the Platform.
e. The Company reserves the right not to charge Platform Fees on sale of selective products on the Platform, the details of which may be shared by Company to the Seller.
f. The Platform Fees once charged for a successful transaction shall not be refunded by the Company under any circumstances, including in cases where the Seller issues a refund to the customer. Seller acknowledges that Platform Fees are consideration for the Platform services availed upon successful delivery, and such fees remain payable irrespective of any post-delivery product issues.
a. The Company will collect the payment for the products sold by the Seller, through one or more of its designated payment gateways aggregators (“Payment Gateway”) or on its own. Seller authorises the Payment Gateway to act as Seller’s authorised representative for the purposes of processing payments, refunds and adjustments for Seller’s successful transactions on the Platform, receiving and holding payments received on Seller’s behalf and remitting entire payments received from customer to Company’s bank account.
b. Any amount to be paid by the Company to the Seller, in relation to the products sold on the Platform, shall be paid after deducting proportionate Platform Fees.
c. All payments to Seller will also be subject to the deduction of applicable tax at source, under applicable law of the land.
d. Company reserves the right to withhold payments to the Seller in whole or in parts, in relation to any dispute with customers arising out of any default or defect on the part of the Seller and/or the Seller’s product.
3.3. Seller agrees that the Payment Gateway provided by the Company is merely used by Sellers and customers to facilitate the completion of transactions on the Platform. Use of the Payment Gateway shall not render Company liable or responsible for any acts and/or omissions on the Part of the Seller and/or customer.
3.4. Seller understands, accepts, and agrees that the Payment Gateway provided by Platform is neither a banking nor financial service, but merely a facilitator providing an electronic, automated, online electronic payment facility for receiving, collection and remittance of payment. The Company by providing the Payment Gateway, neither acts as a trustee or fiduciary with respect to any transaction.
3.5. If the Company concludes that based on information available with the Company, the Seller's actions or performance may result in customer disputes, charge backs or other claims, then Company may, in its sole discretion, delay payments initiating remittances related with such dispute and withhold corresponding payments that are otherwise due, until the completion of investigation regarding any Seller actions or performance in connection with this Agreement and Company shall not be liable to Seller for such delayed payment.
The Seller hereby represents and warrants that it shall:
4.1. Ensure that the descriptions, images, and other content pertaining to the products being offered for sale on the Platform shall be accurate and shall correspond directly with the appearance, nature, quality, purpose and other general features of such good/goods; and
4.2. Act in accordance with and in furtherance to, the policies of the Platform, accessible at https://aashiyana.tatasteel.com/in/en/our-policies.html (as amended from time to time) and the Tata Code of Conduct, available at https://www.tata.com/content/dam/tata/pdf/Tata%20Code%20Of%20Conduct.pdf (hereinafter “Policies”); and
4.3. Appoint a grievance officer for handling complaints/issues in relation to the Platform. The said grievance officer shall acknowledge receipt of all complaint from buyers on the Platform within forty-eight hours and redress the complaint within one-month from the date of receipt of such complaint. The name and contact number of the said grievance officer shall be prominently displayed on the Platform by the Seller. The Seller shall take all necessary steps to ensure compliance with this clause; and
4.4. Not adopt any unfair trade practice (as defined in the Consumer Protection Act, 2019, as amended from time to time) in course of business on the Platform; and
4.5. Not make any false representation by pretending to be a consumer and/or post reviews about products or services as a consumer or misrepresent the quality or the features of any goods on the Platform; and
4.6. shall not shall not make any negative, denigrating, or defamatory statement(s) against the Company, Platform and/or its trademarks; and
4.7. Provide to the Company its legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and where applicable, GSTIN and PAN details; and
4.8. Display all relevant details, such as name and details of importer, and guarantees related to the authenticity or genuineness of the imported products in case it is selling imported products on the Platform (imported products shall mean any product brought into India by sea, land or air); and
4.9. Display all relevant guarantees or warranties applicable to such goods or services; and
4.10. Not refuse to take back goods, or refuse to refund consideration, if paid, if the goods sold to a customer of the Platform are defective, deficient or spurious, or if the goods are not of the characteristics or features as advertised or as agreed to, or if such goods are delivered late from the stated delivery schedule save and except due to force majeure conditions as stated in Clause of this Agreement; and
4.11. Provide all relevant details about the goods offered for sale including country of origin which are necessary for enabling the consumer on the Platform to make an informed decision at the prepurchase stage; and
4.12. provide updates on shipment and delivery of products / services that are shipped from its premises 4.13. Ensure that the product listings done by the Seller on the Platform are free from any third-party links; and
4.14. Efficiently manage inventory which is made available for sale on the Platform; and
4.15. Not engage in any activity that could result in excessive bandwidth usage, degradation of performance, or disruption of the Platform; and
4.16. Not gather, store and process information about customers visiting the Platform without complying with applicable laws; and
4.17. Not to sell or deal with any product which infringe upon and/or violate the intellectual property rights of the Company; and
4.18. Undertake that there are no proceedings against the Seller, which may have a materially adverse effect on its ability to perform and meet the obligations under this Agreement; and
4.19. Inform the Company in the event of change in corporate structure/holding pattern/constitution of the other party, and/or the direct or indirect change in ownership or control or corporate reorganization of the Seller; and
4.20. Shall not assign any rights and obligation under this Agreement to any other Party without the prior written approval of the Company.
The Seller agrees and confirms that:
5.1. All intellectual property including but not limited to all copyrights, trademarks, trade secrets, patents, and other intellectual property (hereinafter referred to as “Company IP”) in relation to the Platform belongs to the Company; and
5.2. The Company owns all rights, title, and interest in and to the Company IP and that Seller shall not use the Company IP for any unlawful purpose; and
5.3. Not to reproduce or distribute the Company IP in any way, without express written permission from the Company; and
5.4. Not to modify directly or indirectly, copy, reproduce, distribute, display, perform, or create derivative works based on the Company IP; and
5.5. Acknowledges and agrees that this Agreement does not give Seller any right to use Company IP; and
5.6. To grant the Company a royalty-free, non-exclusive, revokable, license to copy, display, use, broadcast Seller’s intellectual property; and
5.7. If the Seller becomes aware of any infringement or unauthorized use of the Company IP, the Seller shall promptly notify the Company and provide all necessary assistance to protect the Company's rights in the Company IP; and
5.8. Not to violate any intellectual property rights of any third-party entities.
6.1. The Company shall be entitled to suspend the functioning of the Platform after providing written intimation to the Seller, for the purpose of conducting scheduled maintenance of the Platform and related infrastructure; and
6.2. The Company shall not be liable in the event of any break down of the Platform and related infrastructure.
7.1. The Seller acknowledges and accepts the following inherent risks are associated with usage of the Platform which includes but is not limited to:
7.1.1. Technical risks such as interruptions, delays, or unavailability of the usage of the Platform due to hardware, software, third party links or network failures; and
7.1.2. Compatibility risks such as incompatibility between the customer’s hardware, software, or network environment and Seller's hardware, software, or network environment; and
7.1.3. Security risks, such as unauthorized access, hacking, data breaches, or loss of data; and
7.1.4. By executing this Agreement and using the Platform for selling its products, the Seller voluntarily accepts and assumes all risks associated with its use. The Seller acknowledges that the Company shall not be held liable for any damages, losses, and/or harm arising from and/or related to the inherent risks of the Platform enlisted herein.
The Seller agrees to comply with all the applicable laws and regulation including but not limited to the E-Commerce Rules in conducting its business through the Platform.
9.1 The Seller indemnifies and shall hold indemnified the Company from and against all losses, damages, costs, claims, suits, legal proceedings and otherwise howsoever arising from the following : i. Breach of terms and condition of this Agreement and/or applicable law by the Seller ii. Noncompliance of the direction issued by the Company from time to time iii. Violation of any third party rights including but not limited to intellectual property rights by the Seller. iv. Fraud, negligence and/or wilful misconduct on the part of the Seller v. Any action or inaction on the part of the Seller which disparages and/or denigrates the brand and/or goodwill of the Seller
9.2 The Seller agrees and undertakes that any breach by the Company in respect of any provisions of this Agreement shall cause irreparable injury to the Company and monetary damages would not be sufficient remedy for such breach. The Seller agrees that Company shall at all times have right to seek injunctive relief and/or specific performance of this Agreement as well as any other statutory remedies, in addition to any claim for damages against the Seller, for any such breach.
10.1. It is expressly agreed by the Seller that the Company is an intermediary and hence shall, under no circumstances be liable and/or responsible for any loss, injury or damage to the Seller, or any other party whomsoever, arising on account of any transaction on the Platform and/or under this Agreement and/or any action/inaction on the part of the customer and/or as a result of the products being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party.
10.2. The Seller agrees that all commercial / contractual terms are between the Seller and customer alone and the Company neither has any privity to such terms nor determine, advise, have any control, or in any way involve itself in the offering or acceptance of such commercial / contractual terms between the Seller and customer.
10.3. The Seller agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the products offered for sale on the Platform, including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim.
11.1. Termination without Cause: The Company may terminate this Agreement upon providing a written notice of thirty (30) calendar days to the Seller without providing any reasons thereof.
11.2. Termination with Cause:
11.2.1. In the event a Party is of the opinion that the other Party is in breach of any terms of this Agreement, a notice informing the other party of such breach shall be sent.
11.2.2. In the event when such breach remains uncured for thirty (30) days (from the date of receipt of notice under Clause 11.2.1), the aggrieved Party may terminate the Agreement with immediate effect.
11.2.3. Notwithstanding the above, the Company may terminate this Agreement with immediate effect in case the Seller violates Clause 4 (Representation and Warranties), Clause 5 (Intellectual Property Rights), Clause 14 (Miscellaneous), Clause 8 (Indemnity), Clause 9 (Limitation of Liability) and Clause 11 (Confidentiality).
11.2.4. Either Party may terminate this Agreement upon happening of a Force Majeure Event (as defined in Clause 12) by providing written notice to the other Party.
11.3. Consequence of Termination:
11.3.1. Upon termination of this Agreement, the Seller shall not conduct any transaction on the Platform, except as necessary for completing the orders pending on the date of termination.
11.3.2. The Company shall remove/delist the Seller from the Platform.
11.3.3. The Seller shall not, in any way or form, accept any orders on the Platform after the Agreement has been terminated.
11.3.4. The provisions of Clause 4 (Representation and Warranties), Clause 5 (Intellectual Property Rights), Clause 8 (Indemnity), Clause 9 (Limitation of Liability), Clause 12 (Confidentiality) and Clause 14 (Miscellaneous) shall survive the termination of this Agreement.
12.1. For the purpose of this Agreement, Confidential Information shall mean any and all the information provided by the Company to the Seller under this Agreement, irrespective of the manner in which it is shared.
12.2. The Seller agrees to keep confidential, all Confidential Information shared under this Agreement.
12.3. The Seller shall share the Confidential Information only with its own employees who have a need to know the information for the purpose of this Agreement and the Confidential Information shall at all times remain the property of the Company. The Seller shall not share the Confidential Information with any other individual or any third party without the prior written consent of the Company.
12.4. Seller shall immediately upon expiry and/or termination of this Agreement, whichever is earlier, or on receipt of a written request from the Company, return all Confidential Information supplied by the Company and anything developed using the Confidential Information. In the event any Confidential Information is shared electronically, the Seller shall delete all such files.
13.1. Neither Party shall be liable for breach or default or failure to perform or any delays in performance of its obligations under this Agreement due to the happening of a Force Majeure event.
13.2. A “Force Majeure Event” shall mean the happening of an event that is beyond the reasonable control of the defaulting Party and shall include without limitation, acts of God, natural disasters, epidemic, pandemic, endemic, fire, flood, volcanic eruptions severe storm, cyclones, earthquake, civil disturbance, lockout, lockdown, riot, order of any court tribunal or administrative body, Denial of Service(DoS) attacks, cyber attacks, malware attacks, embargo, acts of government, war (whether or not declared), acts of terrorism, or other similar causes.
13.3. In the event of a Force Majeure Event, the Party prevented from or delayed in performing its obligations under the Agreement shall promptly give written notice to the other Party and shall use commercially reasonable efforts to avoid and/or minimize the delay.
13.4. Upon happening of a Force Majeure Event, the time period for completing obligations delayed due to happening of the Force Majeure Event shall stand automatically extended by a period of fifteen (15) calendar days from the date of the happening of the Force Majeure Event. In the event the delay continues for a period of more than fifteen (15) calendar days, the Company may elect to:
13.4.1. suspend performance, or 13.4.2. extend the time for performance for the duration of the Force Majeure Event, or 13.4.3. terminate all or any part of the unperformed part of this Agreement by issuing a written notice.
All notices or other communications between the Parties shall be made in writing in English and be personally served or deposited by courier or by post addressed or sent by e-mail in the address as set forth below or to such other address as such Party shall have specified in writing to the other Party. Notices shall be deemed to have been given on the date of receipt.
14.1. To Company:
14.2. To Seller:
1. Data Principal: means a customer that is onboarded on the Aashiyana platform
2. Data Protection Laws: means, in respect of a Party, any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument relating to the protection of personal data, including, but not limited to:
1. The Directive 2002/58/EC (as amended) (the “e-Privacy Directive”);
2. The Regulation 2016/679 (the “GDPR”) and Regulation (EU) 2017/003 (the “e-Privacy Regulation”) (for the GDPR and the e-Privacy Regulation in each case once each law takes effect);
3. The Information Technology Act, 2000 (the “IT Act”);
4. The Digital Personal Data Protection Act, 2023 and rules thereof;
5. Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (the “IT Rules”);
6. Directives issued by Indian Computer Emergency Response Team (“CERT-In”) or any other Government Authority, board, statutory or regulatory body with respect to processing, disclosures, auditing, security of digital data.
(in each case as amended, consolidated, re-enacted or replaced from time to time)
3. Personal Data: any data about the Data Principal who is identified by or in relation or in combination with such data.
4.Processing: means any operation or set of operations which is performed on personal data or on sets of personal data, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, alignment, combination, indexing, sharing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Seller shall process Personal Data only for the purposes of fulfilling customer orders and as per the documented instructions, platform policies and terms of use issued by Tata Steel, including with regard to transfer of Personal Data to a third country or an international organization, unless required to do so by applicable law, order, directions of the Court to which the Seller is subject; in such a case, the Seller shall inform Tata Steel of that legal requirement before processing Personal Data, unless that law prohibits such information on important grounds of public interest. Seller shall seek prior written consent of Tata Steel before engaging a subprocessor under this Agreement.
1. Seller ensures that persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
2.Seller shall maintain appropriate technical and organizational measures for protection of the security (including protection against personal data breach which means any unauthorized processing of personal data or accidental disclosure, acquisition, sharing, use, alteration, destruction or loss of access to personal data, that compromises the confidentiality, integrity or availability of personal data); confidentiality and integrity of Personal Data as per applicable Data Protection Laws.
3. Seller shall assist Tata Steel by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company’s obligation to respond to requests for exercising the Data Principal’s rights laid down under the Data Protection Law.
4.Seller shall promptly notify Tata Steel if the Seller or its sub-processor receives a request from a Data Principal under any Data Protection Laws in respect of Personal Data.
5.Seller ensure that its sub-processor does not respond to that request by Data Principal or government authority except on the documented instructions of the Seller or as required by Data Protection Laws to which the or its sub-processor is subject, in which case the Seller shall to the extent permitted by applicable laws inform Tata Steel of that legal requirement before the Seller or its sub-processor responds to the request.
6. Seller shall notify Tata Steel in writing via email to ciso.office@tatasteel.com with a copy to primary business contact of Seller and Tata Steel if the Seller (or its sub-processors) discovers, is notified of, or reasonably suspects a security incident involving personal data breach i.e., any unauthorized processing of personal data or accidental disclosure, acquisition, sharing, use, alteration, destruction or loss of access to personal data, that compromises the confidentiality, integrity or availability of personal data ("Security Incident"), as promptly as possible (not later than 48 hours after discovering, being notified of, or reasonably suspecting a Security Incident) such notification should be supplemented by required documents, reports, details, information describing adequately the impact of Security Incident and preventive measures undertaken to restrict impact of such Security Incident.
7. The Seller (or sub-processor) in event of any Security Incident:
i. shall coordinate with Tata Steel to investigate the Security Incident in accordance the Tata Steel's standard policies and procedures, a copy of which has been provided to Seller.
ii. shall immediately rectify the Security Incident and prevent any further security breach at its own expense in accordance with applicable Data Protection Laws. In event Tata Steel has incurred any expenses or costs to remedy, response and mitigate any damages caused by Security Incident, the Seller (or sub-processor) shall indemnify Tata Steel for any expense including costs of notices incurred by Tata Steel.
iii. shall not inform any third party of the Security Incident without prior written consent of the authorized representative of Tata Steel and shall promptly inform the complainant that Security Incident has been informed to Tata Steel.
iv. agrees that Tata Steel shall have sole right to determine: i) the form, manner, and requirement of notifying Security Incident to any individual, agency, regulator, consumer reporting agencies or any other authority under applicable Data Protection Laws; ii) remediation plan, if any remediation has to be offered to any affected persons, nature and extent of such remediation.
v. shall fully cooperate at its own expense with Tata Steel in any litigation or other formal action initiated by the data protection authorities deemed necessary by Tata Steel to protect its rights relating to the use, disclosure, protection, and maintenance of Personal Data.
vi. provide reasonable assistance to Tata Steel with any data protection impact assessments and reporting requirements as per the Data Protection Laws.
8. At the choice of Tata Steel, or upon termination or expiry of this Agreement or upon completion of its purpose, delete or return all Personal Data to Tata Steel, and delete existing copies, save otherwise required as under Data Protection Laws.
9. Seller shall make available to Tata Steel all information necessary to demonstrate compliance with the obligations set out under the Data Protection Laws and allow for and contribute to audits, including inspections, conducted by Tata Steel or another auditor mandated by Tata Steel. The Seller shall immediately inform Tata Steel if, in its opinion, an instruction infringes the Data Protection Laws.
10. Where Personal Data including but not limited to Personal Data available in the Seller (or sub-processor) system, back-up of Personal Data, Personal Data stored digitally or otherwise is no longer necessary in relation to the purposes for which it was collected or otherwise processed, the Seller shall delete it or return the same to Tata Steel without delay.
11. The Seller agrees that if it infringes its obligations under the Data Protection Laws or perform Processing of Personal Data without, or in contravention to, the written restriction received from Tata Steel, this shall not affect Tata Steel. The Seller undertakes to indemnify and hold harmless Tata Steel against any loss, direct or indirect damage, liability, costs and expenses resulting from actions of the data protection authorities or Data Principal. The aggregate liability of the Seller under this clause shall be unlimited and shall not be subject to any cap.
16.1. Assignment: The Parties shall not assign and/or transfer any of their rights or interest or benefits under this Agreement to any third party, without the prior written consent of the other Party. However, assignment to any Affiliate or group entity shall require the Party to give a prior intimation in writing to the other Party.
16.2. Severability: If any provision of this Agreement is found to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement, which will remain in full force and effect.
16.3. Entire Agreement: This Agreement, including the Recitals and Schedules attached hereto, constitutes the entire Agreement between the Parties, and supersedes all prior agreements or contemporaneous communications between the Parties (whether written or oral).
16.4. Relationship: The relationship hereby established between Company and the Seller is on a principal-to-principal basis and that of independent contractors. This Agreement is not intended to create, and shall not be construed as creating, between the Parties, the relationship of a principal and agent, joint ventures, co-partners, employer and employee or any other such relationship, the existence of which is not expressly accepted. This Agreement doesn’t authorize either Party to act as an agent or representative of the other Party. No employee or agent engaged by the Seller is or shall be deemed to be, an employee or agent of the Company and shall not be entitled to any benefits that the Company provides to its own employees.
16.5. Amendment: No amendment or variation of this Agreement shall be binding on any Party unless such variation is in writing and duly signed by both the Parties .
16.6. Governing Law, Dispute Resolution and Jurisdiction:
16.6.1. This Agreement shall be interpreted, construed and governed in accordance with the laws of India and courts of Kolkata, West Bengal shall have exclusive jurisdiction in relation to any dispute or injunctive relief arising out of this Agreement.
16.6.2. In the event of any dispute between the Parties arising under this Agreement, either Party must notify the other in writing of the substance of the dispute and the Parties shall use their best efforts to resolve such dispute amicably through discussion.
16.7. Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
16.8. Counterparts: This Agreement may be signed by the Parties in any number of counterparts (including by facsimile or electronic transmission), all of which taken together shall constitute one and the same instrument and any Party may enter into this Agreement by signing any such counterpart.
In witness whereof the parties have hereto caused their respective hand and seal to be affixed the day and year first hereinabove mentioned.
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