Seller and Supplier Agreement

1About this Agreement

1. This Seller and Supplier Agreement (“Agreement”) is between Spirioology, the trade name of MANAS HEMANG RAVAL, a sole proprietor carrying on business in Ahmedabad, Gujarat, India (Udyam UDYAM-GJ-01-0544362) (“Spirioology”, “we”, “us”), and the person or business that registers in the Spirioology seller app or seller portal (the “Seller app”) to supply or sell products (“Seller”, “you”).
2. You accept this Agreement by ticking the box to accept it in the Seller app before your first product goes live (the box is never ticked in advance). We record the version you accepted and the date and time. This Agreement is an electronic record under the Information Technology Act, 2000 and does not need a physical or digital signature. You can download a copy at any time from the Seller app. If you accept for a business, you confirm that you are authorised to bind it.
3. This Agreement has two parts. Part A (Supply to Spirioology) applies when Spirioology buys products from you and sells them to customers itself. Part B (Marketplace selling) applies only when Spirioology tells you in the Seller app that marketplace selling is available and you accept it, and then only to the products listed under it. The sections before Part A, and the Schedules, apply to both.
4. Currently only Part A is available. Spirioology will open Part B only after it has the payment arrangement and tax registrations that marketplace selling needs under the rules of the Reserve Bank of India and the GST law.
5. You must be an individual aged 18 or older, or a business formed in India, with a bank account in India in the name of the Seller.
6. Our customer Terms and Conditions at www.spirioology.com/terms, Cancellation and Refund Policy at www.spirioology.com/refund-policy and Shipping and Delivery Policy at www.spirioology.com/shipping-policy explain what we promise customers. You agree to supply and sell products in a way that lets us keep those promises.

2Words used in this Agreement

3How Spirioology and Sellers work together

1. You are an independent business. You are not an employee, agent, partner or joint-venture partner of Spirioology, and you must not say or imply that you are.
2. Non-exclusive. You are free to sell your products through your own shop, other websites and other platforms. We do not ask you to keep your prices on Spirioology equal to or lower than your prices elsewhere.
3. We do not guarantee any number of orders or level of sales.
4. You are responsible for your own premises, staff, stock, packing materials and expenses, unless this Agreement or a purchase order says otherwise.

4Joining and verification

1. To join, you complete the onboarding steps in the Seller app, including your business details, pickup address, bank account and the documents listed in Schedule 5.
2. Everything you tell us must be true and complete. You must tell us within 7 days if anything changes, such as your address, GSTIN, bank account or licences. Giving false information is a serious breach of this Agreement.
3. We verify your identity, business, bank account and licences, and we may visit your premises, ask for product samples or ask for references before approving you or a product.
4. We may decline an application, or a product, or ask for more information. We will tell you the reason where we can.

5Product rules

1. Every product must be genuine, of good quality, safe for its intended use, lawfully made or imported, and exactly as described. You must own it or have the right to sell it.
2. You must follow the prohibited and restricted product rules in Schedule 1. We may refuse or remove any product that breaks them, or that we reasonably believe is unsafe, unlawful or likely to mislead customers.
3. You must give us every detail the law requires to be shown for the product, as set out in Schedule 2, and keep it accurate. This includes the declarations required by the Legal Metrology (Packaged Commodities) Rules, 2011, such as the maximum retail price, net quantity, the manufacturer, packer or importer, the month and year of manufacture or import, consumer care details and, for imported goods, the country of origin.
4. The selling price on the Platform must never be higher than the maximum retail price printed on the product.
5. Gemstones. Each gemstone must be described as natural, treated or synthetic, with its weight in carats. A gemstone described as natural must come with a report from an independent gem-testing laboratory that we accept, which matches the stone and travels with it. Any treatment, such as heating, filling or dyeing, must be disclosed.
6. Rudraksha and similar items. Origin and mukhi count must be accurate. Where the product page says a laboratory report is included, the report must match the item.
7. Energised (abhimantrit) items. If a listing says an item is energised, abhimantrit, siddh or has had prana pratishtha, the ritual must actually be performed as described before dispatch, and you must keep a record of when, where and by whom it was done, with a photo or video, for at least one year. This is a matter of faith, and the listing must not claim any physical effect.
8. Photos. Photos must show the actual product or, for natural items that vary, must be clearly marked as a representative example. Photos must not be copied from other sellers or the internet without permission.
9. By submitting a product, you confirm that its description, photos and every detail you give us are accurate and match the product the customer will receive.

6Descriptions, claims and prices

1. Descriptions may explain the traditional and spiritual beliefs associated with a product, presented as beliefs and never as proven effects.
2. No listing, label, insert or message may claim that a product can diagnose, cure, treat or prevent any disease, help with conception, pregnancy or sexual capacity, or guarantee wealth, marriage, success or any other result. Such claims can be offences under the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 and the Consumer Protection Act, 2019.
3. Listings must not use fear, such as warnings of doshas, curses or disasters, to pressure customers into buying.
4. Any earlier or crossed-out price shown must be the lowest price at which the product was offered on the Platform in the 30 days before the reduction, and the Seller app calculates it. Countdown timers, stock warnings and similar messages must be true. These rules follow the Guidelines for Prevention and Regulation of Dark Patterns, 2023.
5. We may edit listings for length, format, spelling and compliance with the law and our rules, and we will tell you about any change to their meaning.

7Packing and dispatch

1. You must pack and dispatch every order to the standards in Schedule 3, within the dispatch time shown in the Seller app. Unless the Seller app shows a different time for a product, this is 2 working days after the order, or 5 working days for energised items.
2. Shipments are booked through Spirioology’s courier partners, and the shipping label is generated in the Seller app. Please do not use your own courier unless we agree in writing.
3. You must declare the correct weight and dimensions of each product. If a courier charges us more because a declared weight or size was wrong, we may recover the actual difference from you.
4. If you cannot dispatch an order on time, tell us in the Seller app as soon as you know, so that we can inform the customer.
5. Spirioology pays the courier for forward delivery, for parcels returned to you because delivery failed, and for damage or loss in transit. You bear these costs only where they were caused by a breach of this Agreement, such as a wrong item, poor packing that did not meet Schedule 3, or a wrong declaration.

8Returns, complaints and quality

1. Customers may return products as set out in our Cancellation and Refund Policy. You must accept returns and support refunds in line with it.
2. When a product is returned because it was damaged, defective, wrong, missing, spurious, not as described or delivered late because of you, you bear the cost of the refund or replacement and of the return pickup. Where the return happened through no fault of yours, such as a change-of-mind return or courier damage, you do not bear the cost, except as Part A or Part B says for that type of order.
3. We decide customer complaints fairly, using the evidence from the customer and from you, including your pack photos and videos. Before we charge you for a complaint, we tell you what was alleged and give you 2 working days to respond.
4. You must tell us within 24 hours if you learn that a product may be unsafe, mislabelled or not genuine, and help us recall it and inform customers if needed.

9Customer Data and confidentiality

1. You receive only the Customer Data needed to pack and dispatch an order, usually the name, delivery address and pin code shown on the shipping label. Phone numbers may be masked.
2. You may use Customer Data only to fulfil the order it was given for. You must keep it confidential and secure, must not copy, share, sell or use it for marketing, and must delete it once the order and its return window are complete, unless the law requires you to keep it. You must comply with the Digital Personal Data Protection Act, 2023 in handling it.
3. You must tell us within 24 hours if Customer Data is lost, stolen or seen by someone who should not see it.
4. Non-solicitation. During this Agreement, you must not contact customers outside the Platform, put your own contact details, website, social media or QR codes in parcels, or invite customers to buy from you directly. The name and address of the manufacturer or packer that the law requires on a product label are allowed. After this Agreement ends, you must not use Customer Data to contact customers, and you remain free to sell to anyone who comes to you independently.
5. You must keep confidential any non-public information about Spirioology’s business, prices, fees, technology and plans that you learn through the Seller app.

10Intellectual property

1. You keep ownership of your brand, product designs, photos and descriptions. You give Spirioology a non-exclusive, royalty-free licence to use them, and your business name and logo, to list, show and promote your products on the Platform and in Spirioology’s marketing, during this Agreement and for a reasonable time afterwards to remove material already published.
2. You confirm that your products, photos and descriptions do not infringe anyone’s trademark, copyright, design or other rights, and are not counterfeit.
3. If a rights holder complains about a product, we may remove it while we look into the complaint, and we will give you a chance to respond.
4. The Spirioology name, logo, Platform and Seller app belong to Spirioology. You may say that your products are available on Spirioology, but you may not use our logo or brand in any other way without our written permission.

11Ratings, performance and fair treatment

1. Customers may rate and review products. You must not write, buy or arrange reviews, review your own products, or offer customers anything in return for a review.
2. We track performance measures such as late dispatch, cancellations by you, returns caused by you and complaints, and show them to you in the Seller app.
3. Products are ranked using the factors published in our customer Terms. Where Spirioology also sells products of its own, the same ranking rules apply to them. Products that pay for extra visibility are labelled “Sponsored”.
4. We do not charge fixed fines. Where this Agreement lets us recover money from you, we recover only the actual loss you caused, show it with its reason in the Seller app, and let you ask for a review.

12Taxes and invoices

1. You are responsible for your own income tax and GST. If you are registered for GST, you must give us your GSTIN and issue valid tax invoices. If you are not registered, you must issue a bill of supply or other document the law allows.
2. We deduct or collect tax at source where the law requires, at the rate that applies, deposit it with the Government, show it in the Seller app and issue certificates or statements within the time the law sets.
3. You must give us a valid PAN. Without it, the law may require a higher rate of tax deduction, which we must apply.

13Suspension and ending this Agreement

1. You may end this Agreement at any time from the Seller app. You must still fulfil orders already accepted, and accept returns for them during their return window.
2. We may end this Agreement for any reason by giving you 15 days’ notice in the Seller app.
3. We may suspend your account or a product immediately, and end this Agreement with immediate effect, if you seriously breach it, supply a prohibited, counterfeit or unsafe product, give false information, act fraudulently, or if the law requires it. Unless safety or the law prevents it, we will tell you the reason and give you a chance to respond within 7 days, and we will lift the suspension if your response shows it was not justified.
4. When this Agreement ends, we pay you what we owe for products delivered or sold, after the holding periods and any recoveries allowed by Schedule 4, on the next payment date. Stock that Spirioology has bought belongs to Spirioology. Stock held on a sale-or-return basis is returned to you within 30 days, or you collect it.
5. Sections 8, 9, 10, 12, 14 and 15, and any payment owed by either of us, continue after this Agreement ends.

14Responsibility and limits

1. You are responsible for your products. You will compensate Spirioology for losses, fines, customer compensation and reasonable costs it suffers because a product was unsafe, defective, spurious, counterfeit, prohibited, mislabelled or not as described, or because you broke the law or this Agreement, to the extent you caused them. This includes claims for product liability under the Consumer Protection Act, 2019.
2. Spirioology provides the Platform and Seller app as they are. We are not responsible for losses caused by events outside our reasonable control.
3. Except for amounts we owe you for products, our total liability to you under this Agreement is limited to the amounts paid or payable to you in the three months before the claim arose. Except for your responsibility under clause 14.1 for claims by customers, authorities or rights holders, your total liability to us is limited in the same way. Nothing in this Agreement limits liability that cannot be limited by law, including for fraud or wilful misconduct.
4. We recommend that Sellers hold product liability insurance, and insurance for stock in transit to Spirioology.

15Changes, notices, law and disputes

1. We may change this Agreement, Schedule 4 or the fees in the Seller app by giving you at least 15 days’ notice in the Seller app, unless the law requires a change sooner. A change never affects purchase orders or customer orders already placed. If you do not agree, you may end this Agreement before the change takes effect. If you continue after that date, the changed Agreement applies.
2. We send notices to you in the Seller app or by email, and you can send notices to us at spirioology@gmail.com.
3. This Agreement is governed by the laws of India.
4. If a dispute arises, we will both try in good faith to settle it through Seller support and our grievance process for 30 days. If it is not settled, the courts at Ahmedabad, Gujarat have exclusive jurisdiction. Nothing in this clause stops a micro or small enterprise from using its rights under the Micro, Small and Medium Enterprises Development Act, 2006, including for delayed payment.
5. This Agreement, with its Schedules, your purchase orders and the fees shown in the Seller app, is the entire agreement between us about products. If any part is found invalid, the rest remains in effect. Spirioology may transfer this Agreement to a successor business, such as a company or LLP formed to carry on Spirioology, and will tell you if it does. You may not transfer this Agreement without our written agreement.
6. If a translation of this Agreement differs from the English version, the English version applies.

16Part A. Supply to Spirioology

1. Purchase orders. Spirioology places purchase orders through the Seller app or by email. You accept or decline each one within 1 working day. Once you accept, the purchase price and quantity are fixed for that order.
2. Two ways to supply. A purchase order says whether you deliver stock to Spirioology’s address (stock supply) or pack each customer order and hand it to our courier partner yourself (direct dispatch). For direct dispatch, you pack the order with Spirioology’s invoice and packing slip, and nothing that identifies you as the seller to the customer other than the label details the law requires.
3. Inspection. For stock supply, we inspect the stock within 7 days of delivery and may reject items that are damaged, short, not as ordered or in breach of Schedule 1 or 2. You collect or replace rejected items at your cost, and we do not pay for them.
4. Ownership and risk. For stock supply, ownership and risk pass to Spirioology when we accept the stock. For direct dispatch, they pass when our courier partner collects the parcel from you, and Spirioology bears transit risk from then on, unless the damage was caused by packing that did not meet Schedule 3.
5. Customer prices. Spirioology sets the price at which it sells the products to customers, which never exceeds the maximum retail price.
6. Returns. If a customer returns a product because it was damaged before dispatch, defective, wrong, spurious or not as described, you take it back and refund or credit the purchase price, or replace it, as we choose. A change-of-mind return is Spirioology’s responsibility, unless the purchase order says the products are supplied on a sale-or-return basis.
7. Payment. We pay the purchase price under Schedule 4, against your valid tax invoice or bill of supply. You do not pay Spirioology any fee or commission under Part A.

17Part B. Marketplace selling

1. Who sells. You sell the product to the customer in your own name, at the price you set, which never exceeds the maximum retail price. The customer invoice is issued in your name through the Seller app, and your name appears on the product page, and on the invoice at least as prominently as Spirioology’s, as the law requires.
2. Payment collection. Spirioology collects the customer’s payment on your behalf through a payment aggregator authorised by the Reserve Bank of India, and the money is settled to you under Schedule 4. Customers must never pay you directly.
3. Fees. You pay Spirioology a fee for each product sold, at the rate shown in the rate card in the Seller app, plus GST. The rate card shows every fee we charge, and we charge no fee that is not on it. Discounts and offers funded by Spirioology do not reduce your payout. You can choose whether to take part in offers that you would fund.
4. Your duties as a marketplace seller. Under the Consumer Protection (E-Commerce) Rules, 2020 and their amendments, you must give us your legal name, the address of your headquarters and branches, website, email, customer care contact, GSTIN or Udyam number where applicable, and PAN, and keep them up to date. You must not adopt any unfair trade practice, post or arrange fake reviews, misrepresent the quality or features of a product, or refuse to take back a product, or refuse a refund, when the product is defective, deficient, spurious, not as advertised or delivered late. You must make sure every listing shows the total price with its break-up, the return, refund, warranty and delivery terms, the country of origin and every other detail the law requires.
5. Complaints. You must appoint a grievance officer and name them in the Seller app. Spirioology remains the customer’s first point of contact and forwards complaints to you. You must respond to a forwarded complaint within 24 hours and work with us to resolve it within the timelines in our Grievance Redressal Policy at www.spirioology.com/grievance, which never exceed one month.
6. GST registration. You must be registered for GST to sell through the Platform, unless the GST law allows you to sell without registration, using an enrolment number, or under the composition scheme. Sellers in either of those categories may sell only to customers within their own State, as the law requires, and the Seller app limits delivery areas accordingly.
7. Returns. Returned products come back to you. For change-of-mind returns, the customer pays the return shipping cost shown in the app, and the fee on that sale is reversed.

Schedule 1. Prohibited and restricted products

Never allowed

Allowed only with conditions

Schedule 2. Product information checklist

Give us these details for every product, where they apply, before it goes live. The customer sees them on the product page.

• the generic name of the product and an accurate description, including material, size and colour
• the maximum retail price, the selling price and, where the law requires, the unit sale price
• net quantity, dimensions and weight
• the name and address of the manufacturer, packer or importer, and the month and year of manufacture or import
• consumer care details
• the full name of the country of origin for imported products
• the best-before or expiry date for food and other consumables, and the FSSAI licence or registration number for food
• for gemstones, whether natural, treated or synthetic, the weight in carats, any treatment, and the laboratory report
• for rudraksha, the origin and mukhi count, and the laboratory report where included
• for gold and silver, the purity and hallmark details
• whether the photos show the actual item or a representative example
• whether the product is returnable for change of mind, and any warranty or authenticity guarantee
• for energised items, a short description of the ritual performed

Schedule 3. Packing and dispatch standards

• Use a sturdy box with enough cushioning that the product cannot move. Double-box glass, ceramic, marble and other fragile items, and seal and bag liquids.
• Wrap idols and energised items respectfully, in clean cloth or paper.
• Take a photo of the packed contents and the sealed parcel in the Seller app for every order. For gemstones, precious items and orders above ₹5,000, record a video of the packing, showing the item, its certificate and the sealing of the parcel.
• Seal gemstones and precious items in a tamper-evident pouch inside a plain outer box. The outside of the parcel must not show what is inside or its value.
• Put the invoice inside the parcel, together with any laboratory report or certificate.
• Pack prasad and other food dry and sealed, in food-grade packaging, with its label.
• Do not add leaflets, business cards, QR codes or any other marketing material.
• Fix the shipping label generated in the Seller app, and hand the parcel only to the courier partner it names.

Schedule 4. Payments, fees and recoveries

Part A. Supply to Spirioology

Part B. Marketplace selling (when available)

Recoveries, under either Part

Schedule 5. Verification documents