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This Digital Marketplace Seller Agreement (hereinafter referred to as the "Agreement") constitutes a legally binding agreement between the Seller (as defined below) and the Platform Operator (as defined below) and is effective upon the Seller's electronic acceptance by clicking on the "I AGREE" or "I ACCEPT" button or any similar tab or link, which shall be referred to as the "Effective Date".

BY AND BETWEEN:

TEA BOARD E-MARKET PLATFORM, a platform owned and operated by the Tea Board India, a body corporate constituted under the Tea Act, 1953, having its registered office at 14, B.T.M. Sarani, Kolkata, 700001, (hereinafter referred to as the "Platform Operator" or "TBEMP") of the FIRST PART;

AND

[Seller Legal Name], a [Entity Type] registered under the laws of India, having registered office/principal place of business at [Address], and holding Permanent Account Number (PAN) [PAN — derived from GSTIN], Goods and Services Tax Identification Number (GSTIN) [GSTIN], Tea Mark Certification No. [Tea Mark No.] and a valid Tea Board License No. [Tea Board Reg. No.] (hereinafter referred to as the "Seller") of the SECOND PART.
ℹ️ The fields above will be filled with your registration details upon submission.

(The Platform Operator and the Seller shall hereinafter be individually referred to as a "Party" and collectively as the "Parties").

WHEREAS:

1. The Platform Operator runs an e-marketplace platform, accessible through its website teamarketplace.in (hereinafter referred to as the "Platform"), for the promotion, marketing, sale and transaction of 'Tea Mark' teas.
2. The Seller is engaged in the business of manufacturing of tea and holds all necessary licences and registrations to conduct such business in accordance with Applicable Law.
3. The Seller has represented that all necessary licences, permits, and registrations required for the conduct of the business and for the sale of packaged tea bearing 'Tea Mark' in compliance with all Applicable Laws have been duly obtained, and that the validity of such licences, permits, and registrations shall be maintained throughout the term of this Agreement.
4. The Seller is desirous of listing, promoting, and selling tea on the Platform, and it is agreed by the Platform Operator that services shall be provided to the Seller in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

1. "Applicable Law" shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, approval from the concerned authority, government resolution, policy, guideline, or any similar form of decision of, or determination by, any government authority having jurisdiction over the matter in question.
2. "Buyer" shall mean any individual, firm, company, or legal entity who purchases or agrees to purchase any tea listed on the e-commerce platform.
3. "Intellectual Property Rights" shall mean all intellectual property rights of whatsoever nature, including but not limited to patents, designs, trademarks, service marks, trade names, copyrights, and any other industrial or intellectual property rights, whether registered or unregistered, and all applications for the same.
4. "Order" shall mean a binding offer placed by a Buyer through the Platform for the purchase of tea, which is accepted by the Seller.
5. "Platform" shall mean TEA BOARD E-MARKET PLATFORM, an e-commerce portal owned and operated by the Tea Board for the purpose of facilitating the sale and purchase of 'Tea Mark' certified tea.
6. "Platform Operator" shall mean the Tea Board India, a body corporate constituted under the Tea Act, 1953, which owns, develops, operates, manages, maintains, and administers the TEA BOARD E-MARKET PLATFORM.
7. "Seller" shall mean a tea producer duly authorised by Tea Board to use 'Tea Mark' and is registered on the Platform to list, advertise, and sell tea.
8. "Seller Panel" shall mean the web-based interface provided on the e-commerce platform by the Platform Operator to the Seller to manage the Seller's listings, Orders, inventory, pricing, and other related information.
9. "Transaction Fees" shall mean the commission or fees payable by the Seller to the Platform Operator for each transaction concluded on the Platform, as more particularly described in Schedule A.

2. Scope of Agreement and Onboarding

1. This Agreement governs the Seller's access to and use of the Platform for the purpose of listing, advertising, and selling tea to Buyers.
2. The Seller shall, prior to being onboarded, provide the Platform Operator with true, correct, and complete electronic copies of the Seller's PAN, GSTIN, Tea Board Licence, Tea Mark Certification, FSSAI licence, certificate of incorporation/registration, and any other documents as may be required by the Platform Operator for verification.
3. Upon successful verification, the Platform Operator shall create a Seller account and provide the Seller with access credentials to the Seller Panel. The Seller shall be solely responsible for maintaining the confidentiality and security of the login credentials and for all activities that occur under the Seller's account.

3. Seller's Obligations and Covenants

1. Product Listing and Information: The Seller shall be solely responsible for uploading accurate, complete, and up-to-date information regarding the tea, including product descriptions, images, specifications, pricing, inventory levels, country of origin, and manufacturer details. All such information shall comply with the Legal Metrology (Packaged Commodities) Rules, 2011 and Food Safety and Standards (Labelling and Display) Regulations, 2020.
2. Compliance with Laws: The Seller shall at all times comply with all Applicable Laws, including the Tea Act, 1953, the Food Safety and Standards Act, 2006, the Legal Metrology Act, 2009, the Consumer Protection Act, 2019, and Tea Board guidelines. The Seller shall maintain a valid Tea Board Licence and Tea Mark Certification throughout the term of this Agreement.
3. Seller of Record: The Seller is the exclusive "seller of record" for all transactions. The contract of sale shall be strictly between the Seller and the Buyer. The Seller shall issue a valid GST tax invoice directly to the Buyer for each Order.
4. Order Fulfilment: Upon receipt of an Order, the Seller shall be solely responsible for packaging and dispatching tea to the Buyer within the stipulated timelines. The Seller shall ensure food-grade packaging that prevents damage, spoilage, and contamination.
5. Quality and Authenticity: The Seller warrants that all tea listed and sold bears valid Tea Mark certification and is authentic, genuine, unadulterated, and of high quality. The Seller shall not list or sell any adulterated, counterfeit, expired, or sub-standard tea.
6. Customer Service: The Seller shall handle all Buyer queries, complaints, returns, and refunds promptly and professionally, in accordance with the Consumer Protection (E-Commerce) Rules, 2020.
7. Data Protection: The Seller shall not use any Buyer information received through the Platform for any purpose other than the fulfilment of the specific Order. The Seller shall comply with all applicable data protection and privacy laws.

4. Platform Operator's Obligations and Rights

1. The Platform Operator shall provide and maintain the Platform with reasonable skill and care to facilitate the listing and sale of tea.
2. The Platform Operator shall act as a limited payment collection agent for the Seller, collecting payments from Buyers on behalf of the Seller and remitting the same after deducting applicable fees and taxes.
3. The Platform Operator may, at its sole discretion, undertake promotional and marketing activities for the Platform or for specific tea.
4. Right to Suspend: The Platform Operator reserves the right to suspend the Seller's account and delist any tea with immediate effect if: (a) the Seller commits a material breach of this Agreement; (b) the Seller's Tea Board Licence is suspended, cancelled, or expires; (c) the Seller sells Tea bearing 'Tea Mark' certification through offline channels or on any other platform; (d) more than three proved complaints are received in a quarter; (e) fraudulent activity is suspected; or (f) required by any regulatory or law enforcement authority.
5. Right to Audit: The Platform Operator may, upon reasonable prior notice, audit the Seller's records and inspect the Seller's premises and inventory. The Platform Operator may draw random samples for testing. The Seller shall abide by the orders of the Platform Operator based on such test results. Requests for retest must be made within 24 hours and the cost of retesting shall be borne by the Seller.

5. Fees, Payments, and Taxes

1. In consideration of the services provided, the Seller shall pay the fees as detailed in Schedule A, which may include subscription fees, Transaction Fees, and other charges. The Platform Operator reserves the right to revise the fee structure upon providing thirty (30) days' notice.
2. The Platform Operator shall remit the payment received from Buyers to the Seller's designated bank account after deducting applicable fees, charges, and taxes, within 7 (seven) working days from the date of successful delivery as confirmed by the Seller.
3. The Seller shall be solely responsible for the calculation and raising of invoices for all applicable taxes including GST on the sale of tea. The Platform Operator shall issue a valid tax invoice for the service fees it charges and shall be responsible for paying GST on such fees.

6. Intellectual Property Rights

1. The Seller hereby grants to the Platform Operator a non-exclusive, royalty-free, worldwide, sub-licensable licence to use, display, reproduce, and distribute the Seller's trademarks, logos, and product content on the Platform and in any marketing or promotional materials for the purpose of performing the obligations under this Agreement.
2. The Platform Operator shall retain all Intellectual Property Rights in and to the Platform, its underlying technology, software, and its brand. Nothing in this Agreement shall be construed as granting the Seller any rights in the Platform Operator's Intellectual Property.

7. Representations and Warranties

1. Each Party represents and warrants that it has the full power and authority to enter into and perform the obligations under this Agreement.
2. The Seller further represents and warrants that: (a) the Seller is the legal owner of the tea; (b) the tea, the content provided by the Seller, and the sale thereof do not infringe upon the Intellectual Property Rights of any third party; (c) all information provided to the Platform Operator is true, accurate, and complete; (d) the Seller holds all valid licences, permits, and registrations required to conduct the business, including a valid Tea Board Licence and Tea Mark Certification, and shall keep them valid throughout the Term.

8. Indemnification

The Seller shall indemnify, defend, and hold harmless the Platform Operator, its Board members, officers, employees, and authorised agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) any breach of the Seller's representations, warranties, or obligations; (b) any claim relating to the tea, including product liability, defects, mislabelling, or contamination; (c) any infringement or alleged infringement of third-party Intellectual Property Rights; (d) any violation of Applicable Laws by the Seller; or (e) any act of fraud, negligence, or wilful misconduct by the Seller or any of its employees, agents, or contractors.

9. Limitation of Liability

In no event shall the Platform Operator be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the Seller's access to or use of or inability to access or use the Platform; (b) any conduct or content of any third party on the Platform; or (c) unauthorised access, use, or alteration of the Seller's transmissions or content. The Platform Operator's liability arising out of or in connection with this Agreement shall be NIL/ZERO.

10. Term and Termination

1. This Agreement shall commence on the Effective Date and shall remain in force for a period of 3 (three) years ("Initial Term"), unless terminated earlier. The Agreement shall automatically renew for successive equal periods, unless either Party gives written notice of non-renewal at least 30 days prior to expiry of the then-current term.
2. The Platform Operator may terminate this Agreement with immediate effect if the Seller commits a material breach, including suspension or cancellation of the Tea Board Licence.
3. Either Party may terminate this Agreement for convenience by providing written notice of 30 days to the other Party.
4. Upon termination, the Seller shall cease to have access to the Platform, all listings shall be removed, and the Parties shall settle all outstanding payments within 60 (sixty) days. Termination shall not affect any rights or liabilities accrued prior to the date of termination.

11. Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of India.
2. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Kolkata, West Bengal, India.

12. Miscellaneous

1. Confidentiality: Each Party shall keep confidential all non-public information and data of the other Party disclosed during the term of this Agreement.
2. Force Majeure: Neither Party shall be liable for any failure or delay in performance if such failure or delay is due to a Force Majeure Event, including acts of God, war, civil unrest, labour strikes, epidemic, or lockdown.
3. Notices: All notices under this Agreement shall be in writing and sent to the registered email addresses of the Parties or through the Seller Panel. A notice shall be deemed duly given when transmitted electronically.
4. Entire Agreement: This Agreement, along with its Schedules and any policies referenced herein, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements.
5. Assignment: The Seller shall not assign or transfer any of the Seller's rights or obligations under this Agreement without the prior written consent of the Platform Operator.
6. Independent Contractor: The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties.