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Seller Terms

This E-commerce Merchant/Vendor Agreement (“Agreement”) is made between our Vendor/ Merchant / Trade Partner / Virtual Store owner and company ( hereinafter referred to as “Vendor”) of the First Part; AND 

Roots Décor India Private Limited ( www.theroots.ina company incorporated under the Companies Act, 1956 having its registered office at 319, Iscon Emporio, Nr Star Bazaar, Jodhpur crossroad, Satellite, Ahmedabad 380015, Gujarat, India (hereinafter referred to as “Company”), of the Second Part.

By requesting or accepting vendor application to the Website and/or utilizing any services of vendor offered by the company, you are accepting and agree to be bound by the current practices and terms described in the Vendor Agreement.

By accepting this Vendor Agreement, you also accept and agree to be bound by Rules and Policies as provided from time to time in the Privacy Policy and Terms of Use Agreement Policy.

Whereas vendor is engaged in local trade business by local shop/showroom/manufacture unit of particular products and services as a retailer/wholesaler or manufacturers and is interested and conforming of setting up his/her online store on and has offered to sell its products and services through the said online store. is an internet-based marketplace platform portal owned and operated by Roots Decor India Private Limited (company).

The above-referred Vendor and Company are hereinafter collectively referred to as “Parties “and individually as “Party “and company has agreed to create the said online store of Vendor upon the following terms and conditions.

For the purpose of this vendor agreement, '“you”, “your” shall mean any natural or legal person who is accessing the Website, its contents and using the services offered on or through the Website and has agreed to become a vendor member of the Website by providing vendor registration Data while using the vendor control panel systems of the Website and accepted this electronic version / electronic record of the Vendor Agreement and has allocated himself/herself a unique identification vendor name to become vendor registered Use. Further, a reference to “we”, “us”, “our” and “TheRoots” shall mean Roots Decor India Private Limited or and includes its associates, affiliates, and subsidiary.

The use of the Website is offered to you conditioned on your ‘Acceptance’ of all the terms, conditions and notices contained in this Vendor Agreement. Upon “Acceptance”, this User Agreement shall be effective and binding upon you by effective date and time of Acceptance along with any amendments made by at its sole discretion and posted on the Website and you shall not claim invalidity of this Vendor Agreement merely on the grounds that this MOU is being concluded electronically. For the aforesaid purposes, 'Acceptance' shall mean your affirmative action in clicking on 'checkbox' and on the 'continue button' as provided on the vendor registration page or any act which reflects your use of the Website as a vendor or the services provided by the Website to you as a vendor or any such other actions that implies your acceptance as a vendor of . You hereby further agree that this User Agreement is being concluded and executed at Ahmedabad, Gujarat, India.


For the purpose of this Agreement, the following world and phrases shall have the meaning assigned to them under this article.

Company: shall mean website or Roots Décor India Private Limited and includes its associates, affiliates, and subsidiary.

Customer: shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.

Effective Date: shall mean the date on which this Agreement is executed.

Form: shall mean Form for E-commerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.

Vendor: shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.

Online Store:  shall mean a virtual electronic store created on the Shopping online portal for sale of the Vendor’s Products and services either through website of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Customer places an order for the Product of the Vendor..

Order: order shall mean an order for the purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.


Products & Services: shall mean merchandise items and services of the Vendor put up for sale on the Online Store by the Vendor.

Price: means the sale price of a product inclusive of delivery charges and applicable taxes.  means an online platform owned and operated by the Company Roots Décor India Private Limited that facilitates the shopping transaction between the Vendor and the Customer. Market Platform: means the technology solutions on the URL which have been built using the best technology platforms. The Solution is truly robust, scalable and capable of handling transactions and can seamlessly integrate with most vendor partners, Courier partners, and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.

Shipping Charges: shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.

Shipment Cost: shall mean the cost and taxes recovered by the Company from the Vendor per order for handling the logistics.

Subscription Fees: shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store for a particular time period.

Offline Direct Trade: shall mean the physical or local trade transaction of products and services directly between customer and vendor without any financial or legal involvement of the company or market platform.

Vendor Shop Reference: shall mean the local shop/showroom reference to the customer for any product and services he/she required directly from a vendor without any financial or legal involvement of the company or market platform.

Service charge: shall mean the margin for online trade per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product on online store followed by Form Annexure “A”


  1. The Company shall offer to the Vendor its services for facilitating the online sale of the Vendor’s product and services which shall include hosting and technology, customer support, logistics services (if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the sale being affected through the Online Store created on the Shopping website of the Company.
  1. Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its products and services on the said online Store, subject to the terms and conditions hereinafter contained. Vendor further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of shopping and service charges (incorporated in this agreement by way of reference and forms part of this Agreement) along with this Agreement.

 Consideration and Payment Terms

  1. Vendor shall make the payment for Subscription fees as specified in Seller Pricing link on the website for the creation of Online Store at the time of execution of this Agreement. Payment of Sign up fees shall be made 100% in advance unless specified. The service tax if any shall be charged by the Company, at the applicable rates separately.
  1. The said subscription fee is a non- refundable fee for the creation of Online Store. The said online store shall be displayed on the Shopping website during the subsistence valid period of this Agreement.
  1. The Company shall collect the Payment on behalf of the Vendor in respect of the orders received through his/her online Store. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company in attached form Annexure “A”. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will depend on whatever amount which is estimated by the company’s third party logistic partner per transaction for a particular customer. The said Shipment cost will be independent of the quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the service charges. Any amount to be paid to the Vendor by the Company shall be paid net of reversals.
  1. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product and services (up to a maximum limit of Rs 5000) and the said charges will be deducted from the amount due and payable to Vendor.
  1. Further Company shall debit the Penalty charges of Rs 1000 to the Vendor in the event if any order of the product receiving by the customer at online platform and the said product cannot be delivered by the Vendor due to “out of stock or any other reason which is misguide to customer” and in such an event Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.
  1. Payment reimbursement of the Sale Proceeds to Vendor online bank account shall be done by Company within 7 working days of receipt of a payment from customer or third party payment gate way service to company’s bank account.
  1. The Company shall deduct services charges and shipment charges as specified in above and agreed to pay with the Vendor from the total amount collected as Price for the orders received by the Vendor through the online store.
  1. Vendor agrees to bear all the applicable taxes duties, or other similar payments (including GST) arising out of the sales transaction of the product and services through the online store and shall not be responsible to collect, report, or remit any taxes arising from any transaction.

Obligations of the Vendor

  1. Through the interface provided by the Company on the creation on Online Store of Vendor, shall upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.

  2. Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, and vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through his/her Online Store and for which the said online store is created and control by his /her.
  1. Vendor shall provide a full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
  1. Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products and services offered for sale through their online store.
  1. Vendor at all times has access to the Internet and its email account to check the status of approved orders, The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
  1. On receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store. Update the Order Status including Airway Bill Number on a daily basis.
  1. In respect of the orders for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company
  1. In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
  1. The Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company.


  1. Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
  1. The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws.
  1. The Vendor shall ensure and only responsible that they own all the legal rights from manufacturer /Brands/Producers or any other authorize entity of the particular Products and services that are offered for sale on his/her Online Store. Any third party claim or legal litigation rising in this clause of Un-authorize use of material is only responsible by particular vendor for all legal procedure and all financial claims to or company.
  1. Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
  1. The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
  1. The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Tax, Central Tax, Service tax, GST, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Labor Act, Consumer Act, Code of Advertising Ethics, etc.

Warranties, Representations, and Undertakings of the Vendor

The Vendor warrants and represents that

  1. They have the right and full authority to enter into this Agreement with the Company.
  1. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
  1. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
  1. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, GST, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
  1. That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party
  1. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
  1. That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
  1. Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
  1. Vendor shall pay the Company a service charge as specified by the Company on ever transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
  1. That Vendor shall draw the invoice / bill directly in the name of the Customer.
  1. Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.

Brand Name & Logo

Vendor is not permitted to include any brand names or company logos in their listings other than the specific brand name authorized by the original manufacturer to be used for products being sold by vendor under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose vendor to legal liability from the original manufacturer.

Return Policy

Further vendor hereby agrees to disclose return policy in detail on his/her online store at Vendor accepts and blind by the return of their products according to their return policy to end customer which is discussed by vendor on the platform.

Offline Trade & Shop Reference market platform is believed that customer comfort is most important for any valuable buying of material. For that Better support to customer we disclosed all information of vendor (including Name, Address, and Contact number, location map view, etc) at their profile page of online store.

If any customer directly wants to do an offline trade to any vendor for their better buying convenient than platform/company will not responsible for any legal or financial false or misleading transactions.

In such offline trade the complete product and service responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.

Vendor agrees and undertakes not to misguide/misleading customer at offline trade by any financial transaction, text, images, graphics, commitment, shipment, (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the customer.

Company reserves the right:

  1. Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Website. In such an event, the Company reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
  1. Company reserves the right to provide and display appropriate disclaimers and terms of use on Shopping portal.
  1. At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Shopping, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.


  1. The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product and services, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, GST, The Standards of Weights & Measures legislation, Excise and Import duties, labor law, logistic and transport law etc . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
  1. The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
  1. This article shall survive the termination or expiration of this Agreement.

Company not Liable

  1. The Company on the basis of representation by the Vendor has created the online store of the Vendor on shopping portal to enable Vendor to offer the Vendor’s products and services for sale through the said Online Store. This representation is the essence of the Contract.
  1. The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party. Vendor agrees and acknowledges that
  1. Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
  1. Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
  1. The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.

Term, Termination and effects of Termination

The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.

 This Agreement may be terminated by the Company in the event:

  1. Vendor fails to make payment of the agreed amount, by giving 48 hours written notice,
  2. Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the Company.
  3. If a Petition for insolvency is filed against the Vendor.
  4. If the Vendor is in infringement of the third party rights including intellectual property rights.
  5. This Agreement may be terminated by either party giving the other 30 days written notice.

 Effect of Termination:

In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect. Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.

During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.



Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties. The arbitration shall be conducted in Ahmadabad accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment for the time being in force. The language of arbitration shall be English. The arbitration shall be held at Ahmadabad, India. The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.

 Jurisdiction and Governing law

 The obligations, performance, interpretation, and contents shall be governed by Indian law. Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Ahmadabad.


All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.

Intellectual Property Rights

It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark/logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and/or logos.

It is expressly agreed and permitted by all vendor that all material of vendors on this site, including images, illustrations, audio clips, and video clips are used by the company for its online and off line promotional and branding activity of market platform. market place site is owned and operated by Roots Decor India Private Limited or The Root's and products and services are sold by our respective Sellers/Vendors/Merchant. All material on this site, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights by so and so parties. Vendor must not copy, reproduce, republish, upload, post, transmit or distribute other vendors material in any way, including by email or other electronic means and whether directly or indirectly and you must not assist any other person to do so. Without the prior written consent of the owner, modification of the materials, use of the materials on any other website or networked computer environment or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which you receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause.

Entire Agreement

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.


Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.


Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

Press Releases

Vendor will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the prior written consent. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by In the event issues any press release without prior approval of the Merchant with regards to this Agreement the same will not be considered as a material breach.

 Limitation of liability:

Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.

Relationship of Parties

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

Waiver and Amendment

  1. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.

  2. Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

Change in Policy

The Site created and controlled by Roots Décor India Private Limited reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information to the customers or users of the services. Vendors are bound to understand the terms and conditions before accessing to and using the service provided by company. Vendors continuous use of the site after the revising the terms and conditions will be consider as Merchant acceptance of the said revised terms and conditions.

Force Majeure

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

This Agreement may be executed with Annexure “A, each of which shall be deemed an original and which shall together constitute One Vendor Agreement.