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The Selling on Wyzard Service (“Selling on Wyzard“) is a Service that allows you to list products for sale directly via the Wyzard Site. Wyzard is operated by RoundCircle Technologies Private Ltd. BY REGISTERING FOR OR USING SELLING ON WYZARD, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE SELLING ON WYZARD SERVICE TERMS.
Definitions
As used in this Agreement, the following terms have the following meanings:
“You” means any individual, company, corporation, partnership, limited liability partnership which are legal owners or authorized to sell software .
“Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Wyzard, “Affiliate” means solely its Affiliates domiciled in India.
“Wyzard Associated Properties” means any website or other online and offline point of presence, other than the Wyzard Site, through which any Wyzard Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.
“Wyzard Site” means www.wyzard.ai or other offline and online channels to sell your products or services .
“Business Days” means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India; Seattle, Washington, United States of America; Luxembourg; and the Republic of Singapore.
“Confidential Information” means information relating to us, to the Services or Wyzard customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
“Content” means copyrightable works and other content protected under applicable Laws.
“Intellectual Property Rights” means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
“Law(s)” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
“Local Currency” means Indian Rupees (INR).
“Order Information” means, with respect to any of Your Products sold through the Wyzard Site, the order information and shipping information that we provide or make available to you.
“Person” means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
“Purchase Price” means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).
“Sales Proceeds” means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price any taxes and customs duties.
“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.
“Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Wyzard may make available to you, for your use in managing your orders, inventory and presence on the Wyzard Site.
“Your Materials” means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Wyzard or its Affiliates.
“Your Product” means any software product & services that is made available for listing for sale, offered for sale or sold by you through the Selling on Wyzard Service in connection with Your Account, or made available for advertising by you through Wyzard Advertising.
“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.
“Your Taxes” means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives.
“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
“Your Transaction” means any sale of Your Product(s) through the Wyzard Site.
S-1. Your Product Listings and Orders
S-1.1 Who Can Sell on Wyzard?
Wyzard is a platform designed to connect software buyers and sellers. To ensure a reliable and trustworthy marketplace, only authorized sellers can list software products on Wyzard. These authorized sellers fall into two categories:
- Legal Owners: Companies or individuals who hold the legal ownership rights to the software they wish to sell. This includes developers and publishers of the software.
- Designated Partners: Resellers, channel partners, and implementation partners authorized by the software’s legal owner to sell the product on their behalf. Proof of such authorization may be required.
Wyzard reserves the right to verify partner identities and authorization to ensure compliance with these terms. Selling unauthorized software on Wyzard is strictly prohibited.
S-1.2 Products and Product Information. You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the Wyzard Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Wyzard Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Wyzard Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Wyzard Site. For each item you list on the Wyzard Site, you will provide to us the state or country from which the item ships.
S-1.3 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Wyzard Site in the applicable product categories which are supported for third party partners generally on the Wyzard Site on the applicable Selling on Wyzard Launch Date, and conduct merchandising and promote .Wyzard reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Wyzard Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Wyzard Site and Wyzard may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-5.
S-2. Sale , Refunds and Returns
S-2.1 Sale . You will: (a) source, sell, fulfil and deliver your listed Products, and services, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Wyzard Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) digitally package each of Your Products in a commercially reasonable manner and deliever each of Your Products on or before its Estimated delievery Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Wyzard Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) deliever Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Wyzard information regarding delivery and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the re-seller of all products made available for listing for sale hereunder; (i) include invoice with each delivery of Your Products; (j) identify yourself as the authorized seller of the product and (k) not send customers emails confirming orders or delivery of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when delivery occurs, then you will send customers emails confirming delivery of Your Products in a format and manner reasonably acceptable to us).
S-2.2 Returns and Refunds. You need to support a refund in case of serious customer quality concerns, and we may inform customers that these policies apply to Your Products. We will determine and calculate the amount of all refunds and adjustments (including any taxes or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies. You will route all such payments through Wyzard. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. You will promptly provide refunds and adjustments that you are obligated to provide under the agreed Wyzard initiated Refund and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
S-3. Problems with Your Products
S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, or other mistake or act in connection with the fulfilment and delivery of Your Products. You are also responsible for any non-conformity or defect in, or any public or private issues of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private issues of Your Products.
S-4. Payment
You will pay us: (a) the applicable Qualified Lead Fees; (b) any applicable Deal signing Fees; in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on Wyzard Subscription Fee” means the fee specified as such on the Selling on Wyzard Fee Schedule for the Wyzard Site at the time such fee is payable. With respect to each of Your Transactions.
Final Wyzard fees will vary by category and products being signed . It will be negotiated separately and the partner will have the right to change at the time of sharing the deal.
Wyzard Margin(Rs Y) = X% of Total Purchase Price , It will be deducted in two steps
- Qualified Lead Fees
Option 1 : Rs 12450 ($150) to connect with a qualified Customer
Or
Option 2 : Rs 83000 ($1000) as a one time Fixed monthly subscription fees for up to 15 qualified leads
- Deal Signing Fees
For Option 1 : Deal Signing Fees = Wyzard Margin(Rs Y) – Rs 12450 ($150)
Or
For Option 2 : Deal Signing Fees = Wyzard Margin(Rs Y) – Rs 12450 ($200)
All monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
All taxes or surcharges imposed on fees payable by you to Wyzard will be your responsibility.
S-5 Sales Proceeds & Refunds.
S-5.1.Nodal(partner bank account) Account. Remittances to you for Your Transactions will be made through a nodal account (the “Nodal Account“) in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made . You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.
Subject to and without limiting any of the rights described in this agreement, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve“). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.
S-5.2 the Marketplace commits to raising tax invoices to customers on behalf of the Partner, ensuring prompt crediting of funds to the Partner’s account within 5 business days of receipt from customers, while emphasizing the Partner’s responsibility to maintain accurate legal, tax, and bank account information. Additionally, the Marketplace will issue a monthly commission invoice to the Partner for the agreed-upon commission percentage, with both parties agreeing to uphold confidentiality, allowing for termination with written notice for non-compliance, all governed by the laws of the specified jurisdiction.
S-5.3. Except as otherwise stated in this Agreement , you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Wyzard Site, we will credit you with the amount of the deal signing Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.
“Eligible Transaction” means Your Transaction against which the actual delivery date has been confirmed by you.
“Designated Day” means any particular Business Day of the week designated by Wyzard on a weekly basis, in its sole discretion, for making payments to you.
“Payment Date” means the Designated Day falling immediately after 5 business days of invoice amount receipt from customers (or less in our sole discretion) of the Eligible Transaction.
S-5.4. In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure“), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.
S-6. Wyzard’s Marketplace, Websites and Services
Wyzard has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the Wyzard Site or the Wyzard Associated Properties, and all aspects of each Service, including your use of the same. Wyzard may assign any of these rights or delegate any of its responsibilities.
S-7. Tax Matters
In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by Wyzard in advance in writing.
All payments by Wyzard to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Wyzard will retain, in addition to its net fees together with any applicable taxes that Wyzard determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.
If you are required to deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to Wyzard.
You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines. Wyzard shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Wyzard will have the right to reject the claim if the claimed amount does not match with service fees invoices. Wyzard shall maintain the right to recover any excessive claims paid to you.
Wyzard has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Wyzard successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.