Seller Terms & Conditions

These Seller Terms & Conditions ("Seller Terms" or "Agreement") form a legally binding contract between you (the "Seller", "you", or "your") and Krishnendu Kar, trading as Vilarci, with registered address at Tamluk, Purba Medinipur — 721627, West Bengal, India (the "Platform Owner", "Vilarci", "we", "us", or "our"). They govern your registration, your seller account and store, your subscription, your product and service listings, and every order you fulfil through the Platform.

This document is an electronic record under the Information Technology Act, 2000 and is published in accordance with the rules framed thereunder. It does not require any physical or digital signature.

These Seller Terms are in addition to — and not in substitution of — the general Terms of Use applicable to all users of the Platform. Where there is a conflict between the two in respect of seller activity, these Seller Terms shall prevail.

In addition to terms defined elsewhere in this Agreement, the following words shall carry the meanings set out below:

To register and operate as a seller on the Platform, you must satisfy each of the following criteria:

• You must be at least 18 years of age and competent to enter into a binding contract under the Indian Contract Act, 1872.
• You must be an Indian resident, or a business lawfully operating in India, with a valid PAN and a bank account in the name of the seller entity for settlements.
• You must provide and maintain accurate tax and compliance details — including PAN, and GSTIN or Enrollment ID (EID) — as required under applicable law and Section 6 below.
• You must operate within a serviceable logistics zone supported by the Platform at the time of registration.
• You must not be barred from selling under any applicable law or order, or by any prior suspension or termination by Vilarci.

On approval, you are provisioned a seller account and a Store with a unique name and slug. The following terms apply:

• You agree to provide true, accurate, current, and complete information during onboarding and to keep it updated at all times.
• Your store name and slug must not infringe any third party's trademark, impersonate another business, or mislead buyers. Vilarci may require you to change a store name or slug that breaches this clause.
• You are solely responsible for the confidentiality of your login credentials and for all activity carried out under your seller account.
• You must notify us immediately of any unauthorised access to, or suspected compromise of, your account.
• One seller entity should operate a single seller account unless expressly permitted in writing by Vilarci. Creating duplicate accounts to circumvent these Seller Terms, suspensions, or performance limits is prohibited.
• You must not transfer, sell, or assign your seller account or Store to any third party without our prior written consent.

Selling on Vilarci operates on a subscription basis. To keep your store active and visible to buyers, you must hold a valid, active subscription plan.

Plans & Visibility

• Vilarci offers paid plans (such as Basic and Pro) with differing benefits — for example, listing/search priority, a verified badge, settlement speed, promo-code tools, and support priority. The current plans, prices, durations, and inclusions are those displayed in your Seller Dashboard, as updated from time to time.
• If you do not hold an active plan, your storefront visibility is restricted and your Listings may not be shown to buyers until a plan is activated.
• Plan benefits apply only while the plan is active. Features described as "coming soon" or promotional are provided on an as-available basis and may change.

Wallet & Payment

• Subscriptions and certain charges are paid from your prepaid Wallet balance maintained in Seller Finance. You are responsible for keeping sufficient balance to purchase or renew a plan.
• You may purchase a plan to start immediately or to be queued to begin after your current plan ends. Where you choose to activate a queued plan immediately, your current plan ends and you forfeit any remaining days on it.
• Plan fees, once paid, and Wallet top-ups are non-refundable except where required by applicable law. Expired plans carry no residual value and are not credited back.
• Vilarci may revise plan pricing, durations, or inclusions by notice through the Seller Dashboard or email. Revised terms apply to plans purchased after the change takes effect.

Selling on the Platform carries statutory tax and regulatory obligations. You are responsible for understanding and complying with all laws applicable to your business.

PAN

A valid Permanent Account Number (PAN) is mandatory for every seller and must belong to the registered seller entity. You authorise Vilarci to verify and retain your PAN for tax, settlement, and compliance purposes.

GSTIN & EID

• If you hold a registered GSTIN, you must provide it during onboarding and keep it valid and active.
• If you do not hold a GSTIN, you must declare your annual turnover. Where your turnover is below the applicable GST threshold (currently ₹40 lakhs for goods / ₹20 lakhs for services, as amended from time to time), you must provide a valid Enrollment ID (EID) obtained from the GST portal — which is required for non-GST sellers to sell online under government regulations.
• If GST registration is legally required for your business (for example, where turnover exceeds the applicable threshold), you must obtain and provide a valid GSTIN. Registration cannot proceed without it, and continued selling without required GST registration is prohibited.

Your Tax Responsibilities

• You are solely responsible for the correct classification of your products, the applicable GST rate (HSN/SAC), the issuance of tax invoices where required, and the timely filing of returns and payment of taxes.
• You authorise Vilarci to deduct, collect, and deposit any tax (including TCS/TDS) it is obliged to under applicable law, and to report such collections to the relevant authorities.
• You shall keep Vilarci fully indemnified against any tax demand, penalty, or interest arising from your misdeclaration, non-compliance, or false information.

You are responsible for every Listing you publish. By creating a Listing you represent and warrant that:

• The product or service is genuine, lawful to sell, and accurately described — including its title, images, specifications, price, quantity, and any warranty or expiry information.
• You own or are authorised to sell the item, and the Listing does not infringe any intellectual property, publicity, or other right of a third party.
• Product images are of the actual item and are not misleading, stolen, or watermarked with another seller's branding.
• You will not publish content that is false, defamatory, obscene, offensive, or that violates any applicable law — including legal metrology, packaging, labelling, and consumer-protection requirements.
• Restricted or regulated goods are listed only where you hold the required licences and approvals, and only in categories permitted by the Platform.

Vilarci may review, re-categorise, deactivate, or remove any Listing it reasonably believes violates these Seller Terms or applicable law, with or without prior notice. You grant Vilarci a non-exclusive, royalty-free licence to host, display, reproduce, and promote your Listing content across the Platform and its marketing channels for the purpose of operating and promoting the marketplace.

• You are responsible for setting and maintaining accurate prices. All prices must be in Indian Rupees (INR) and inclusive of applicable taxes unless clearly stated otherwise.
• You must honour the price displayed to a buyer at the time an order is confirmed, and may not demand any additional payment outside the Platform for a confirmed order.
• You must keep stock and availability up to date. Listing items you cannot fulfil, or repeatedly cancelling for lack of stock, is a breach of this Agreement and may attract penalties or suspension.
• Pricing must not be manipulative, predatory, or in breach of any applicable competition or consumer-protection law. Misrepresenting "MRP", discounts, or savings is prohibited.
• Promo codes & campaigns: Where your plan includes promotional tools (such as percentage, flat, or free-delivery codes), any discount you create is funded by you and is adjusted in your settlement. You are responsible for the terms and lawful operation of any offer you run.
• Vilarci may run platform-level promotions or campaigns; where participation is optional it will be made clear, and any mandatory participation will be governed by the specific campaign terms you accept.

Once an order is confirmed, you must fulfil it accurately and on time in line with the Platform's fulfilment flow.

• Order flow: you Accept the order, pack the items, and press Mark Ready. A Vilarci Logistics partner near you is then notified and picks up the package from your shop for delivery to the buyer.
• You must process and hand over confirmed orders within the timelines shown in your Seller Dashboard, and ensure the goods exactly match the Listing.
• Products must be packed securely and appropriately for transit, with any legally required invoice or documentation included.
• Cancellations by buyers are permitted only before you begin packing (while the order is Pending or Accepted). Cancelled items are marked "do not pack" — fulfil the remaining items as usual.
• Cash on Delivery (COD): the rider collects cash from the buyer and deposits it with Vilarci; your share is credited to your settlement as described in Section 11.
• Failed delivery / RTO: if a delivery fails, the package is returned to your shop. You must verify the return using the RTO PIN shown on the order and provide it to the rider so the return is recorded.
• You must not include unauthorised promotional material, off-Platform contact details intended to divert buyers, or any item not part of the order.
• Repeated late dispatch, wrong or defective shipments, or high cancellation rates may lead to penalties, reduced visibility, delisting, or suspension under Section 15 and Section 20.

In consideration of access to the Platform and its services, you agree to pay the commissions, fees, and charges applicable to your sales, in addition to your subscription fee.

• The applicable commission rates, payment/COD handling charges, logistics fees, and any other charges are those published in your Seller Dashboard, as updated from time to time.
• Fees may vary by product category, order value, plan, and applicable offers, and are exclusive of taxes unless stated otherwise. Applicable GST will be added where required.
• Vilarci may revise the fee schedule by notice through the Seller Dashboard or email. Revised fees apply to orders placed after the change takes effect; your continued selling after such notice constitutes acceptance.
• Fees and applicable taxes are deducted from your order proceeds at settlement. Self-funded promo discounts, refund recoveries, penalties, and adjustments may also be deducted in accordance with this Agreement.
• Where deductions exceed available proceeds, the shortfall is recoverable from future settlements, from your Wallet, or directly from you.

Vilarci collects payments from buyers (including COD cash via riders) and remits the net amount due to you to your registered bank account. You can track every stage in Seller Finance.

• How money moves: proceeds from a delivered order are held while the Return Window is open. Once the return window closes, the amount becomes payable and is then transferred to your bank ("in transit to your bank") until it lands.
• Settlement amount equals the order value collected, less applicable commissions, fees, taxes (including any TCS/TDS), self-funded discounts, refunds, penalties, and adjustments.
• Payout speed depends on your active plan and the settlement schedule published in your Seller Dashboard (for example, weekly settlements on the Basic plan and faster/express payouts on the Pro plan).
• Settlements are paid to the bank account you provide during onboarding. You are responsible for the accuracy of your account holder name, account number, and IFSC; Vilarci is not liable for delayed or failed transfers caused by incorrect bank details.
• Vilarci may place a reasonable hold or reserve on settlements where it suspects fraud, a high return/dispute rate, regulatory risk, or a breach of these Seller Terms, until resolved.
• Changes to settlement bank details may be subject to verification and a short security cooling-off period.

You agree to honour the Platform's returns, replacement, and refund process, and to support buyers fairly and promptly.

• Return flow: eligible buyer requests appear in Return Requests. You review the reason and any photo evidence and Approve or Reject the request. If approved, a rider brings the item back; you verify the return using the PIN on the card, inspect the package, and finish with Process Refund or Reject (Fraud) where the return is illegitimate.
• Buyers may be entitled to return, replacement, or refund for items that are damaged, defective, not as described, or otherwise eligible under the applicable Platform policy and within the return window.
• Where a return or refund is attributable to you — for example a wrong, defective, or misdescribed item — the refunded amount and associated costs (including return logistics) may be recovered from your settlements.
• You must inspect and act on valid returns and process eligible replacements within the timelines specified in your Seller Dashboard.
• For genuinely non-returnable or perishable items, this must be clearly and lawfully stated in the Listing; even so, refund or replacement may apply where the delivered item is established to be defective or not as described.
• Abusing the returns process, wrongly rejecting valid claims, or shipping counterfeit/used goods as new is a serious breach and may lead to penalties and termination.

You must not, directly or indirectly, do any of the following while selling on the Platform:

• List or sell counterfeit, replica, stolen, recalled, expired, or unsafe goods, or any item you are not lawfully entitled to sell.
• List goods or services that are illegal, restricted, or require a licence you do not hold — including weapons, drugs, hazardous materials, and other prohibited categories under Indian law.
• Infringe any third party's trademark, copyright, patent, design, or other intellectual property rights.
• Manipulate listings, prices, ratings, or reviews — including fake orders, paid or incentivised reviews, and review gaming.
• Divert buyers off-Platform, solicit direct payment, or share contact details to bypass Platform fees or protections.
• Provide false business, tax, or banking information, or impersonate another person or entity.
• Misuse the returns, RTO, or COD process to defraud buyers, riders, or Vilarci.
• Upload viruses or malicious code, scrape data without authorisation, or attempt to gain unauthorised access to the Platform or other sellers' data.
• Engage in any fraudulent, deceptive, or unfair trade practice, or any conduct that harms buyers, riders, other sellers, or the reputation of the Platform.

• The Vilarci name, logo, Platform design, software, and all related intellectual property are owned by the Platform Owner or its licensors. You are granted a limited, non-exclusive, non-transferable, revocable licence to use the seller tools solely to operate your Store in accordance with this Agreement.
• You retain ownership of the original content you submit (such as your own product photographs and descriptions), and you grant Vilarci a worldwide, royalty-free, non-exclusive licence to host, use, reproduce, adapt, publish, and display that content to operate and promote the Platform.
• You must not use the Vilarci brand or marks except as expressly permitted, and you must not represent yourself as Vilarci or as authorised to bind Vilarci.
• If you believe your intellectual property has been infringed by a Listing on the Platform, contact our Grievance Officer with full details; we will act on valid notices promptly.

To protect buyers and the marketplace, Vilarci maintains performance standards that you agree to meet.

• Your store may be measured on metrics such as on-time dispatch, order defect rate, cancellation rate, return rate, and buyer satisfaction.
• Buyers may rate and review your products and service. You must not retaliate against buyers for honest reviews, nor solicit fake or incentivised reviews.
• Persistently poor performance, repeated policy breaches, or a pattern of complaints may result in reduced visibility, listing restrictions, penalties, suspension, or termination.
• Support: seller support is available through the Help Center in your Seller Dashboard, subject to fair-use limits (for example, a daily cap on support questions per shop). Support priority may depend on your active plan.
• Vilarci may, at its discretion, recognise or reward high-performing sellers; such programmes are governed by their specific terms.

• In the course of fulfilment you may receive buyer information (such as name, address, and contact details) strictly to fulfil orders. You must use such information only for fulfilment and lawful after-sales support.
• You must not store, sell, share, market to, or otherwise misuse buyer personal data, and you must comply with applicable data-protection laws. Securely delete buyer data when it is no longer needed for a lawful purpose.
• You must keep confidential any non-public information about the Platform, its pricing, systems, or other sellers that you obtain through your participation.
• Your own personal and business data is processed in accordance with our Privacy Policy, which is incorporated into this Agreement by reference.

You represent and warrant, on a continuing basis, that:

• You have the full legal right, authority, and capacity to enter into and perform this Agreement.
• All information you provide — including identity, tax, compliance, product, and banking details — is true, accurate, and current.
• Every product or service you list is genuine, lawful, safe, and complies with all applicable laws, standards, and labelling requirements.
• You hold all licences, registrations, and approvals required to sell, and your sales do not infringe any third-party right.
• You will comply with this Agreement, the Terms of Use, the Privacy Policy, and all applicable laws at all times.

The Platform and its services are provided on an "as is" and "as available" basis. Vilarci does not warrant any minimum level of sales, traffic, visibility, or uninterrupted availability of the Platform.

You agree to defend, indemnify, and hold harmless the Platform Owner, its affiliates, and their respective officers, employees, and agents from and against any and all claims, damages, losses, liabilities, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your products, services, Listings, or fulfilment — including defects, safety issues, mis-description, delays, or non-delivery.
• Your breach of this Agreement, the Terms of Use, the Privacy Policy, or any applicable law.
• Your violation of any third-party right, including intellectual property, publicity, or privacy rights.
• Any tax, duty, penalty, or interest arising from your misdeclaration or non-compliance.
• Any misuse of buyer data, or any claim by a buyer, rider, or third party in connection with your conduct on the Platform.

This indemnity survives the termination of this Agreement and your use of the Platform.

To the fullest extent permitted by applicable law:

• Vilarci acts solely as an intermediary facilitating transactions between you and buyers. The contract for the sale of goods or services is between you and the buyer; Vilarci is not the seller and is not responsible for the quality, safety, or legality of your products.
• Vilarci shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, sales, goodwill, or data, arising from your use of or inability to use the Platform.
• Vilarci is not liable for losses caused by Logistics Partners, payment gateways, buyers, or other third parties, or by events beyond its reasonable control.

• By You: You may stop selling and request closure of your seller account at any time through the Seller Dashboard or by writing to us, subject to fulfilling all open orders, honouring eligible returns, and settling any outstanding dues.
• By Us: Vilarci may suspend or terminate your account, store, or any Listing at any time, with or without notice, including for breach of this Agreement, suspected fraud, regulatory risk, repeated complaints, or poor performance.
• Effect: On termination, your right to access the seller tools ends and pending Listings are deactivated. You remain responsible for completing accepted orders and honouring returns unless instructed otherwise.
• Outstanding amounts: Legitimately earned settlements are processed after deduction of Fees, refunds, penalties, and any reserve, subject to verification and applicable return-window and holding periods. Subscription fees and Wallet top-ups are non-refundable except as required by law.
• Survival: Provisions that by their nature should survive — including compliance, confidentiality, indemnification, limitation of liability, and governing law — survive termination.

• Vilarci may revise, modify, or update these Seller Terms, the fee schedule, and plan terms at any time. The "Effective Date" at the top of this document indicates when it was last revised.
• Material changes will be notified through the Seller Dashboard or by email to the address associated with your account.
• Your continued use of the seller tools, or listing or fulfilling orders, after changes take effect constitutes your acceptance of the revised terms.
• If you do not agree to a change, your remedy is to stop selling and close your seller account after fulfilling open obligations.

This Agreement is governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

• Informal Resolution: Please first contact seller support through the Help Center so we can resolve concerns amicably. We aim to respond within 15 business days.
• Escalation: Unresolved concerns may be escalated to our Grievance Officer (Section 23).
• Arbitration: If a dispute remains unresolved, it shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Purba Medinipur, West Bengal, India, and the language shall be English.
• Jurisdiction: Subject to the arbitration clause, the courts at Purba Medinipur, West Bengal, India shall have exclusive jurisdiction, and you irrevocably submit to such jurisdiction.

For any concern, query, or complaint relating to these Seller Terms, please contact us using the details below. In accordance with the Information Technology Act, 2000 and the rules made thereunder, the Grievance Officer details are: