Vendor Terms & Conditions

Welcome to the Jayple Vendor platform, a B2B service developed and operated by JAvia ("Company," "we," "us," or "our"). These Vendor Terms & Conditions ("Vendor Terms") govern your access to and use of the Jayple Vendor mobile application and associated services (collectively, the "Vendor Platform").

By registering as a vendor, accessing the Vendor Platform, or listing any products or services thereon, you ("Vendor," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Vendor Terms, as well as JAvia's general Terms & Conditions and Privacy Policy, all of which are incorporated herein by reference.

These Vendor Terms constitute a legally binding commercial agreement. If you are entering into this agreement on behalf of a business entity, you represent that you have the authority to bind that entity to these terms.

To be eligible to register and operate as a vendor on the Jayple platform, you must:

• Be a legally registered business entity, sole proprietor, partnership, or duly incorporated company operating within a jurisdiction where your business activities are lawfully permitted.
• Possess all required licenses, permits, and registrations necessary to sell your products or services in your operating jurisdiction.
• Provide accurate and complete business information during registration, including your legal business name, registered address, GSTIN (if applicable), PAN, and valid bank account details for payout processing.
• Be at least 18 years of age if registering as an individual/sole proprietor.
• Not be on any government or regulatory blacklist or subject to any order that would prohibit you from conducting commercial activities.

JAvia reserves the right to verify any information you provide and to reject your vendor application at its sole discretion, without being required to provide reasons. Providing false or misleading information during registration is grounds for immediate termination of your vendor account.

As a registered vendor, you are solely responsible for:

• Maintaining the security and confidentiality of your vendor account credentials.
• All activities conducted through your vendor account, including all listings, communications with customers, and order fulfilment activities.
• Keeping your business information, bank account details, and contact information current and accurate at all times.
• Ensuring that any employees or agents who access your vendor account are aware of and comply with these Vendor Terms.
• Promptly notifying JAvia of any unauthorized access to or use of your vendor account at legal@javia.in.

You may not share your account credentials with any third party not authorized to act on your behalf, nor may you transfer your vendor account to any other person or entity without prior written consent from JAvia.

You are solely responsible for the accuracy, completeness, and legality of all product and service listings you create on the Jayple platform. You represent and warrant that:

• All listing information, including product descriptions, images, prices, and specifications, is accurate and not misleading.
• You have the legal right to sell all products or services listed on the platform.
• All products comply with applicable product safety standards and regulatory requirements under Indian law.
• Your listings do not infringe any third-party intellectual property rights.

Prohibited Listings

You may not list the following on the Jayple platform:

• Counterfeit, pirated, or illegal goods of any kind.
• Items that are prohibited or regulated under Indian law without appropriate authorization.
• Firearms, ammunition, weapons, or related accessories.
• Controlled substances, narcotics, or prescription medicines without a valid pharmacy license.
• Adult content or services of a sexual nature.
• Any items that promote hatred, discrimination, or violence.

JAvia reserves the right to remove any listing that violates these guidelines without prior notice and to suspend or terminate the vendor account responsible for such listings.

By listing products or services on the Jayple platform, you agree to the fee structure as communicated to you during the vendor onboarding process and as may be updated from time to time by JAvia with reasonable notice.

• Platform Commission: JAvia charges a commission on each successful sale completed through the platform. The applicable commission rate is specified in your vendor agreement.
• Payout Schedule: Payouts are processed on a weekly basis, subject to a minimum payout threshold as specified in your vendor agreement.
• Payout Deductions: Payouts will be net of applicable platform commission, refunds or chargebacks on your orders, and any applicable taxes withheld at source (TDS) as required by Indian tax law.
• Disputed Transactions: Amounts related to disputed transactions may be withheld pending resolution of the dispute.

JAvia reserves the right to modify its fee structure with 30 days' advance notice to vendors. Continued use of the platform after such notice constitutes acceptance of the updated fee structure.

As a vendor, you are obligated to fulfil all orders placed through the Jayple platform in a timely and professional manner. Specifically, you must:

• Confirm or reject order requests within the timeframe specified on your listing (default: 2 hours).
• Prepare and dispatch orders within the handling time stated in your listing.
• Ensure that products are properly packaged and protected during transit.
• Maintain sufficient inventory to fulfil orders for all active listings.
• Update order status within the Vendor app in real-time.
• Promptly communicate with customers regarding any delays or issues with their orders.

Chronic non-fulfilment of orders, high cancellation rates, or failure to maintain advertised stock levels may result in degraded listing visibility, account suspension, or termination at JAvia's discretion.

You must clearly state your return and refund policy on each of your product listings. Your policy must comply with applicable consumer protection laws in India and must not be more restrictive than JAvia's baseline return policy.

JAvia's Baseline Policy:

• Customers are entitled to request a return within 48 hours of delivery for items that are significantly not as described, damaged, or defective.
• In the event of a valid return claim, the refund amount (including JAvia's platform commission) will be deducted from your future payouts.
• In cases where a dispute arises between you and a customer, JAvia's dispute resolution team will investigate and issue a final determination, which shall be binding on both parties.

Abuse of the dispute system, such as falsely claiming non-return of products or fraudulent descriptions, may result in immediate suspension of your vendor account and recovery of fraudulent payouts.

By uploading product images, descriptions, and other content to the Jayple Vendor platform, you grant JAvia a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute such content solely for the purposes of operating and promoting the Jayple marketplace, including displaying your listings to potential customers.

You represent and warrant that you own or have the necessary rights to all content you upload, and that such content does not infringe any third-party intellectual property rights. JAvia retains all rights, title, and interest in and to the Vendor Platform, including all software, design elements, and proprietary data.

As a vendor on the Jayple platform, you agree not to engage in any of the following prohibited activities:

• Attempting to conduct transactions with customers outside the Jayple platform to circumvent platform fees.
• Artificially inflating product ratings or reviews through fake purchases or incentivized reviews.
• Misrepresenting the nature, quality, origin, or authenticity of any product or service.
• Engaging in any form of price fixing, collusion, or anti-competitive behavior with other vendors.
• Using the platform to engage in any unlawful commercial activity, including tax evasion.
• Harassing, threatening, or abusing customers or JAvia staff through the platform's communication channels.
• Attempting to reverse engineer, copy, or exploit any proprietary features or systems of the Vendor Platform.

JAvia reserves the right to suspend, restrict, or permanently terminate your vendor account at any time, with or without notice, for reasons including but not limited to:

• Breach of any provision of these Vendor Terms.
• Sustained poor performance metrics, including high order cancellation rates, low ratings, or repeated customer complaints.
• Fraudulent, deceptive, or illegal activity.
• Failure to maintain required business licenses or registrations.
• Any activity that, in JAvia's sole judgment, poses a risk to the platform, its users, or JAvia's reputation.

Upon termination, all pending payouts less any applicable deductions for outstanding refunds, disputes, or penalties will be processed within 30 days. JAvia is not liable for any losses you incur as a result of the suspension or termination of your vendor account.

To the maximum extent permitted by applicable law, JAvia shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of the Vendor Platform, including but not limited to loss of revenue, loss of profits, loss of business, or loss of data.

JAvia's total aggregate liability to you for any claim arising from or related to these Vendor Terms shall not exceed the total platform commission paid by JAvia to you in the three months immediately preceding the event giving rise to the claim.

JAvia is not responsible for any disputes between vendors and customers, including product quality disputes, delivery failures caused by third-party logistics providers, or fraudulent purchase attempts by customers.

You agree to indemnify, defend, and hold harmless JAvia, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Vendor Terms or any applicable law or regulation.
• Any product or service you sell through the platform, including any product liability claims.
• Any inaccurate or misleading information in your listings.
• Your violation of any third-party rights, including intellectual property rights.
• Any taxes, duties, or levies applicable to your business activities on the platform.

These Vendor Terms shall be governed by and construed in accordance with the laws of India. Any dispute, controversy, or claim arising out of or relating to these Vendor Terms, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction in India.

Both parties agree to attempt to resolve any dispute through good-faith negotiation before initiating formal legal proceedings. Nothing in this clause shall prevent JAvia from seeking urgent injunctive or other equitable relief from any court of competent jurisdiction.

JAvia reserves the right to amend these Vendor Terms at any time. We will provide notice of any material changes to these terms through the Vendor Platform or by email to your registered business email address, with at least 30 days' advance notice before such changes take effect.

Your continued operation as a vendor on the Jayple platform after the effective date of any changes constitutes your acceptance of the revised Vendor Terms. If you do not agree to the revised terms, you must cease using the Vendor Platform and close your vendor account before the effective date of the changes.