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This seller’s agreement entered into by and between -

Nilsha Communications (hereinafter referred to as “Nilsha Communications” or “Website” or “OH-YA” which expression shall unless repugnant to the context shall mean and include its successors-interest and assigns) of the first part.


(Hereinafter referred to as “Seller” which expression shall unless repugnant to the context shall mean and include its successors-interest and assigns) of the Second part.

Both of whom are hereinafter referred as “Parties” in the collective sense and each of them is hereinafter referred to as “Part” in individual sense.

Purpose & Scope

The purpose of this agreement is to clearly identify the roles and responsibilities of each party as they relate to the use of website oh-ya platform for the sale of the ‘clothing attires’ ’produced and sell’ by the Seller.

Seller Eligibility :

The use of the Platform is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Platform. If you are a minor i.e. under the age of 18 years, you shall not register as a seller on the Platform, transact or use the Platform. Nilsha communications reserves the right to terminate your registration and/or refuse you access to the Platform if it is brought to Nilsha communication’s notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorized by the business entity to accept the Terms of use and you have the authority to bind the business entity to the Terms of use.

Seller Registration

A User who wishes to sell items on the Website shall register with the OH-YA Facility by providing the requisite information/ data on the website of OH-YA Seller Registration page including details of the seller’s Valid Bank Account (OH-YA Seller Registration). The sellers shall provide true, correct and duly authorized data/ information and shall not be misleading, fraudulent, false, unauthorized and otherwise illegal. Nilsha Communications has the right to suspend/ terminate the OH-YA Seller Registration and the use of the Website by the seller if the Nilsha Communications discovers or it is brought to the Nilsha Communication's notice that the aforesaid data is misleading or does not comply with the seller policy and the rules and polices made hereunder and in such case the seller shall also be liable for all the liabilities, risks, damages and consequences that may arise.

Invoicing, Shipping & Product Liabilities:

Please note that we are a marketplace platform and provide marketplace services to you. We help Buyers and Sellers connect whereby as Sellers you are selling to customers via our platform and We would stock your products for 3 months during which we would try to sell your products. Electronics transfers would be made to the account no. shared by you on monthly basis. The payments would be made once the price have been paid by the customer and it reflects in our accounts. Invoicing and shipping to customer is Nilsha Communications’s responsibility (or as per arrangements made in preferred association models) but taxation related to sale of seller’s products like GST is seller’s responsibility. We will do quality check for each of the products that we source from you. In case of any defect we would return the product to you without putting them for sale.

Hold, Suspension and Termination of oh-ya Seller Registration:

In case of any breach or violation or suspected breach or violation of any of the provisions of this policy or our other policies, Nilsha Communications may suspend and/or terminate the OH-YA Seller Registration or may put the remittances on hold with respect to such Seller. Nilsha Communications may reinstate or activate seller’s OH-YA Seller Registration or remit the Transaction Price to seller subject to the Seller providing such information, data, documents and undergoing such verification as may be desired by Nilsha Communications and as provided in the User Agreement or the rules and polices made thereunder. Seller’s OH-YA Seller Registration is subject to the seller remaining an active User of the Website.

Seller Account Deactivation:

As per our policy, if a seller requests for a closure of the account then seller has to submit all required and necessary data to Nilsha communications and the seller’s account will be put on hold for a period of 60 days to ensure smooth closure of transactions which have been made prior to his closure request and this will be available the said seller to download payment and taxation reports, if required. After 60 days, the seller would be required to reach out to us confirming that he has downloaded the reports and requesting for a deactivation again. In case if seller fails to submit all required and necessary data to nilsha comminactions within 60 days’ time period then Nilsha communications won’t pass any pending claims. Further seller shall bear all the marketing charges and logistics charges incurred by Nilsha communications for promoting products of seller.

Upon receiving this confirmation, the seller’s account will be deactivated provided there is no outstanding payments due from the seller, with certain information being retained by by Nilsha Communications at all times, such as registered mobile number, registered email ID, GSTIN and other transaction related information. Such information is being retained for audit purposes and to prevent fraudulent acts by the sellers in the future. If a seller decides to commence his business with Nilsha communication again, he/she will not be able to create a new account but the older account can be restored if its required.

In any circumstances if seller discontinue with Nilsha communications without giving any 30 days prior notice then in such case seller shall bear all the marketing charges and logistics charges incurred by Nilsha communications for promoting products of seller.


When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.

Know Your Customer (KYC) Documentation:

At the time of Seller Registration and/or at any time thereafter and/or from time to time as may be required, Nilsha Communications may seek KYC Documents from Seller and further usage of the Website shall be subject to Seller’s submission of KYC Documents. 'KYC Documents' shall mean such information, data or documents as may be specified by Nilsha Communications from time to time which clearly and unambiguously verifies the details, including the Seller’s Bank Account provided by Seller at the time of registration with Nilsha Communications or at any subsequent date.

Nilsha Co mmunications may seek KYC Documents from the Seller at any point of time during the subsistence of this policy for compliance with the provisions of the User Agreement and the rules and policies made thereunder as well as compliance with applicable laws. Nilsha Communications has the right to reject/question data within any one or more of the KYC Documents submitted by seller and may ask for other documents or further information.

No Infringement of Intellectual Property of Company and Third Parties

You must ensure that the items do not infringe upon the intellectual property, trademark, copyright, trade secret or other proprietary rights or rights of publicity or privacy rights of any third party. You agree that use of logos or trademark owned by a third party producer or manufacturer can lead to infringement of intellectual property rights of such third party. You will be solely responsible for use of such trademark or intellectual property, and will hold the Website and Nilsha Communications indemnified and harmless against any claim by third parties that may arise in respect of such use. You agree that under no circumstances would you use brand names or trademarks not owned by you unless the item carries the brand name or trademark of its original manufacturer or producer. You further agree not to use any intellectual properties of the Website or Nilsha Communications including its trademarks, brand name in any manner whatsoever. You will not represent to any User or third party, in any manner, that you are affiliated or associated with the Website or Nilsha Communications beyond the capacity of being a ‘seller’ or that you have any right to represent the Website or Nilsha Communications.

Compliance on selling of goods/services:

You shall also ensure full compliance with the provisions of Integrated Goods and Services Tax (IGST), Central Goods and Services Tax (CGST) and Union Territory Goods and Services Tax (UTGST) or State Goods and Services Tax (SGST) and in respect of the goods/services supplied by you.

It is your responsibility to charge appropriate goods and services taxes on the supplies effected and remittance of the same to the Government. Nilsha communications shall not be responsible for any deficiency and/ or omission on your part.

Pursuant to the tax collection at source provisions under IGST, CGST and/UTGST or SGST, the portal would collect tax collection at source at applicable rates on net value of taxable supplies made through the portal and remit to the appropriate Government.

In case of any mismatches on account of tax collection at source, you shall be required to provide all relevant information to Nilsha communications to correspond with the relevant authorities and also in case of any liability accruing on account of omission shall be your obligation to pay such deficit.

In any circumstances if seller fails to pay required abovementioned taxes to government then in such case Nilsha communications have right to deactivate seller’s account and upon such deactivation seller shall bear all the marketing charges and logistics charges incurred by Nilsha communications for promoting products of seller and seller also need to submit all required and necessary data and documents related to taxation to Nilsha communications within 60 days of invoice or as ask by Nilsha communications and in failure of which Nilsha communications also have right to take legal actions against seller under applicable laws of India.

Appropriate Description in Listing:

You shall be responsible for providing information relating to the items offered to be sold by you on the Website. You undertake that all such information at all times shall be accurate and complete in all respects. You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the Website.

As a registered seller, you shall list item(s) for sale on the Platform in accordance with the policies which are incorporated by way of reference in this Terms of use. You must be legally able to sell the item(s) you list for sale on our Platform and must have all the necessary licences and permits required for such sale. You must ensure that the listed items do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics, pictures or videos that describe your item for sale. All items must be listed in an appropriate category on the Platform. All listed items must be kept in stock for successful fulfilment of sales. The listing description of the item must not be misleading and must describe actual condition of the product. If the item description does not match the actual condition of the item, you agree to refund any amount that you may have received from the buyer. You agree not to list a single product in multiple quantities across various categories on the Platform. Nilsha communications reserves the right to delete such multiple listings of the same product listed by you in various categories. Nilsha communications reserves the right to restrict the selling of products originating from certain countries.


1. Transactions, transaction price and all commercial terms such as delivery, dispatch of products and/or services are as per principal to principal bipartite contractual obligations between sellers and buyers and the payment facility is merely used by sellers and buyers to facilitate the completion of transactions. Use of the payment facility shall not render Nilsha communication liable or responsible for non–delivery, non-receipt, non-payment, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Platform.

2. You have specifically authorized Nilsha communication or its service providers to collect, process, facilitate, and remit payments and/or the transaction price electronically or through cash on delivery (CoD) to and from buyers in respect of transactions through payment facility. Your relationship with Nilsha communication is on a principal to principal basis and by accepting the Terms of use, you agree that Nilsha communication is an independent contractor for all purposes and does not have control of or liability for the products or services that are listed on the Platform and paid for by using the payment facility. Nilsha communication does not guarantee the identity of any User nor does it ensure that a buyer or a seller will complete a transaction.

3. You understand, accept, and agree that the payment facility provided by Nilsha communication is neither a banking nor financial service, but merely a facilitator providing an electronic, automated online electronic payment facility for receiving payment, or cash on delivery (CoD) payment, collection and remittance for transactions on the Platform using the existing authorized banking infrastructure and credit card payment gateway (PG) network. Further, by providing payment facility, Nilsha communication neither acts as a trustee nor fiduciary with respect to transaction or transaction price.

It is hereby clarified that cash on delivery (COD) option may not be available for select products or categories, at Nilsha communication’s sole discretion.

4. All online bank transfers from valid bank accounts are processed using the gateway provided by the respective issuing bank that supports payment facility to provide these services to the users. All such online bank transfers on payment facility are also governed by the terms and conditions agreed to between a seller buyer and the respective issuing bank.

5. Seller shall provide dispatch details and details of after-sales services related to products and services listed by it on the Platform to Nilsha communication in such a manner and within a time period as provided in the policies, failing which the transaction shall stand cancelled.

6. Seller shall dispatch the products and/or services using only an approved delivery channel which provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ (PoDs) documentation. Such PoD documentation relating to delivery should be maintained by a seller for a period of 3 (three) years from the date of dispatch. The PoDs should be furnished to Nilsha communication on demand within the time frame as notified from time to time.

7. Seller agrees that the dispatch details shall be true, correct, and duly authorized and shall not be misleading, fraudulent, false, unauthorized, and illegal and shall not contain any misrepresentation of facts.

8. In case a seller fails to provide dispatch details or provides dispatch details not complying with policies, it shall result in consequences as more specifically stated in the TERMS OF USE and may lead to suspension and/or termination of seller account.

9. Seller agrees that the transaction price paid by a buyer will be remitted to a seller’s bank account contingent upon the following events:

a) Buyer confirms the delivery of products and/or services in the transaction;

b) Buyer does not take any action on payment facility to confirm delivery within such a time period as provided in the policies despite confirmation of dispatch of products and/or services by a seller to the buyer;

c) Buyer’s refund claim is rejected by Nilsha communication due to any breach of the Terms of use, policies, and any applicable law;

Once the transaction is completed by the Seller, the remittance to seller shall be made in accordance with RBI Intermediary Guidelines.

10. You are required to route all shipments/consignments through the Logistic Partner, unless otherwise specified. ‘Logistic Partner’ shall mean a logistic service provider as approved by Nilsha communication.

Prepaid Payment Instruments:

1. Nilsha communication may, either itself or through third-party service providers, offer prepaid instruments as a payment option for transactions on the Platform to users. Any purchases by buyers on the Platform using the prepaid instruments shall be governed by the following terms and conditions:

2. Such prepaid instruments may be used to make payments for the products and/or services purchased on the Platform.

3. Such prepaid instruments can be redeemed by buyers by selecting the payment mode as may be provided on the Platform.

4. Such prepaid instruments cannot be used to purchase other prepaid instruments or gift vouchers.

5. If the order value exceeds the amount of such prepaid instruments, the balance must be paid by the respective buyer via Credit Card/Debit Card /Internet Banking. COD shall not be available as payment option for such transactions.

6. If the order value is less than the amount of such prepaid instruments, the outstanding balance (after deduction of order value) will reflect as credit balance for such prepaid instruments.

7. Prepaid instruments and any unused balance of such prepaid instruments shall expire 1 year from the date of their issue.

8. Prepaid instruments cannot be redeemed for cash.

9. Nilsha communication is not responsible if prepaid instruments are lost, stolen, or used without permission.

10. Buyers can combine and use a maximum of 3 prepaid instruments per order. They can be combined with promotional codes.

11. Purchases of prepaid instruments are not eligible for cashback offers.

12. All sellers on the Platform will accept this prepaid instrument as a payment instrument.

13. Nilsha communication will make payments to sellers whose products and/or services have been purchased by buyers redeeming electronic gift vouchers (EGV) as per the guidelines issued by the Reserve Bank of India from time to time.


Nilsha communication shall have the right to inspect and audit seller’s records and premises / place of business through itself or through Nilsha communication approved third party testing agencies. Cost of such audit shall solely be borne by Nilsha communication unless audit reflects discrepancy in seller accounts / non-compliance with Nilsha communication’s seller policies, in which case cost of audit shall be borne by the seller.


Without limiting other remedies, we may limit your activity, immediately remove your information, warn other users of your actions immediately, temporarily/indefinitely suspend/terminate/block your account and/or refuse you access to the Platform in the event of, including but not limited to, the following:

1. if you breach the Terms of use, privacy policy or other policies (if any);

2. if we are unable to verify or authenticate any information you provide; or

3. if it is believed that your actions may cause legal liability for you, other users, or us;

We may at any time, at our sole discretion, reinstate suspended sellers. A seller that has been suspended or blocked may not register or attempt to register with us or use the Platform (through itself or any other entity or legal form) in any manner whatsoever until such time that such a seller is reinstated by us. Notwithstanding the foregoing, if you breach the Terms of use or other rules and policies, we reserve the right to recover any amounts due and owed by you to us and take strict legal action, including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against you.

Unfair Consumer Practice:

You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws.

Price and upon Delivery:

The seller’s price of the item proposed to be purchased shall Include all costs, expenses, duties, taxes and margins that need to be accounted on the seller’s side and margins, tax and duties to be accounted on Nilsha Communications’s side.

Seller’s base price and all other charges mentioned above shall be charged to the end client in normal circumstances.

If the buyer makes payment in any currency other than Indian Rupees, the cost of conversion/ exchange rate shall be borne by the buyer.

Ending of Listing:

You understand and agree that Nilsha Communications at its sole discretion may end any listing at any point of time without any notice and also in case where any listing does not result in a successful transaction within 30 days of listing. However, Nilsha Communications may choose not to remove any such listing and extend the period of listing for such time as it thinks fit. A listing will naturally end if it results in a confirmed Transaction.

Remittance to Sellers:

A monthly payment of the items produced by the seller and sold to customers will be made when

Buyer confirming the Delivery of items in the Transaction, or

Buyer does not raise a refund claim within [7] days of expiry of the prescribed Delivery time or if such claim has been raised by the Buyer, the same is rejected by Nilsha Communications on account of any breach of the User Agreement and the rules and policies made thereunder and/or applicable law.

Nilsha Communications reserves the right to keep on hold the remittance to the Seller for purposes of safety of Nilsha Communications’s interests and/or Users. In such case, the Seller will be intimated and required to complete additional check and verification and Nilsha Communications may contact the Seller for verification of or additional information, details, data and documents. Nilsha Communications reserves the right to refund the Transaction Price that has been kept on hold to the Buyer, if such requisite information, details, data and documents are not provided within the stipulated time, or the same is false, misleading, incorrect or incomplete.

Remittances to the Seller for their successful Transactions would be in accordance with the provisions contained herein and applicable laws in India.

Seller warrants and undertakes that

All sales of items listed on the Website are on principal to principal basis and bipartite contracts between seller and buyer. Seller shall be solely responsible for the trademark, warranty, payment, all applicable government taxes and duties, legality, legal title in relation to the items and other terms and conditions of the Transaction.

In the event that

The use of a Valid Card or Valid Bank Account by a Buyer while paying Transaction Price was unauthorized or was a result of fraud or hacking of bank account password; or

The Buyer claims a refund of or charges back the Transaction Price,

Nilsha Communications has the right to take appropriate legal action including right to set off from subsequent remittances to seller until such amount is fully recovered. In case the subsequent balances are not enough for recovery, within 7 days of receipt of a notice to that effect from Nilsha Communications, the Seller shall pay the shortfall to Nilsha Communications. In case Nilsha Communications is not able to recover the shortfall, within the given time, it reserves the rights to take appropriate legal actions against Seller.

Seller further unconditionally indemnifies and hold harmless Nilsha Communications, its affiliates and its third party service providers and their respective directors, officers and employees against any actions, proceedings, costs, awards, claims and damages however incurred by or arising against them as a result of any act or omission or neglect on Seller’s part while entering into and performing the contract with the Buyers or using the website.

In the event that any Transaction Price remitted to Seller is uncollectible and a claim is raised on Nilsha Communications in respect thereof, the same shall be Seller’s financial responsibility and Nilsha Communications shall have the right to recover any such amounts from the Seller in the manner provided herein above without any hindrance/ protest.

Seller shall abide by and complete all Transactions in accordance with the description and conditions mentioned in such Transaction and the provisions of the User Agreement and the rules and policies made thereunder.

Penalties verification and refund to Buyers:

Nilsha Communications reserves the right to refund the Transaction Price back to the Buyer which Nilsha Communications has withheld or continue holding the periodic payments (including all future payments) in any of the following conditions:

If the Seller does not provide the requisite verification documents within the prescribed time frame communicated by Nilsha Communications or as provided in the rules and policies of the Website; or

If the verification documents submitted are invalid, tampered or forged; or

Nilsha Communications is instructed by any law enforcement agency or government or statutory authority to deny or decline or withhold such remittance.

In all of the above cases, amount valued at for all the sold goods after deducting the commission will be transferred to the seller all the stock remaining will be sent back to the seller.

Data Retention

Nilsha Communications will retain personal information in accordance with the privacy policies posted on the Website and applicable laws.