Vendor Terms and Seller Agreement

CLOWE SHOP— www.cloweshop.com

Operated by CLOWE PARTNERS LLP.

Last updated: 5 November 2026

These Vendor Terms govern the registration of a Vendor on the Platform and the listing and sale of Products through it. They are to be read with the Terms and Conditions of Use and all policies incorporated therein. By registering as a Vendor, You enter into a binding agreement with the Company on a principal-to-principal basis.

1. Relationship of the Parties

1.1 Nothing herein creates any partnership, joint venture, employment or general agency between the Company and the Vendor, save that the Company acts as the Vendor’s limited collection agent for receiving sale consideration from Customers and, where opted, for issuing invoices on the Vendor’s behalf.

1.2 The Company provides marketplace facilitation, payment collection through authorised payment intermediaries, logistics coordination and ancillary technology services. It does not purchase, own, stock or control Vendor inventory.

1.3 The Vendor is the seller of record in every transaction and is the “product seller” for the purposes of Chapter VI (Product Liability) of the Consumer Protection Act, 2019.

2. Registration and Documentation

2.1 The Vendor shall furnish and keep current:

• (a)constitution documents (certificate of incorporation, partnership deed, LLP agreement or proprietorship declaration);
• (b)PAN;
• (c)GSTIN, where registration is required under the Central Goods and Services Tax Act, 2017;
• (d)principal place of business and pickup addresses;
• (e)bank account particulars with a cancelled cheque;
• (f)KYC of authorised signatories;
• (g)trade mark registrations, brand authorisation letters or reseller authorisations for branded merchandise; and
• (h)such other documents as the Company may require.

2.2 The Vendor authorises the Company to verify all documents with issuing authorities and third-party verification agencies.

2.3 The Company may accept or reject any application at its sole discretion without assigning reasons.

2.4 The Vendor shall execute the undertaking required under Rule 5(4) of the Consumer Protection (E-Commerce) Rules, 2020 that descriptions, images and other content pertaining to its Products correspond directly with the appearance, nature, quality, purpose and other general features of such Products.

3. Representations, Warranties and Undertakings

3.1 The Vendor represents, warrants and undertakes on a continuing basis that:

• it has full capacity, authority and all registrations, licences and approvals required to carry on its business and sell the Products;
• it has clear, valid and unencumbered title to the Products, free from lien, charge or third-party claim, and full right to sell;
• the Products are genuine and not counterfeit, replica, first-copy, spurious, refurbished (unless expressly disclosed), smuggled, stolen, expired, seconds, rejects or factory defects, and infringe no patent, trade mark, copyright, design or other proprietary right;
• all content uploaded is true, accurate, complete, not misleading, corresponds directly with the Product, and constitutes no unfair trade practice or misleading advertisement under the Consumer Protection Act, 2019;
• the Products comply with the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011 as to declarations of MRP, net quantity, month and year of manufacture or import, country of origin, name and address of manufacturer, packer or importer and consumer-care particulars, and with the Bureau of Indian Standards Act, 2016, textile labelling requirements and the Handlooms (Reservation of Articles for Production) Act, 1985, where applicable;
• it shall adopt no unfair trade practice in the offer, sale or after-sale of Products;
• it shall not refuse to take back goods, or refuse to refund consideration, where the Products are defective, deficient, spurious, of a characteristic or description different from that advertised, or delivered late, as required by Rule 6(5)(c) of the Consumer Protection (E-Commerce) Rules, 2020;
• it shall not falsely represent itself as a consumer, post reviews on its own or competing Products, or manipulate ratings;
• it shall comply with all tax, labour, environmental, anti-money laundering and foreign exchange laws, including the Foreign Exchange Management Act, 1999 and the Prevention of Money-Laundering Act, 2002.

3.2 The Vendor shall not list any Product falling within Schedule I (Prohibited and Restricted Products).

4. Listings, Content and Intellectual Property

4.1 The Vendor is solely responsible for creating and maintaining accurate listings, including title, description, fabric composition, size chart, measurements, care instructions, MRP, selling price, applicable taxes, HSN code, country of origin and warranty terms.

4.2 The Vendor grants the Company a non-exclusive, royalty-free, worldwide, sub-licensable licence, for the term of its registration and a reasonable period thereafter, to host, store, reproduce, adapt, resize, watermark, translate, display and use the Vendor’s content, brand names, trade marks and logos:

• (a)on the Platform;
• (b)in marketing and promotional material in any medium;
• (c)for generating renderings through the AI Try-On; and
• (d)for search, cataloguing, indexing and machine processing on the Platform.

4.3 The Vendor warrants that it holds all rights necessary to grant the licence in Clause 4.2 and that the Company’s exploitation thereof will infringe no third-party right. The Vendor shall supply product imagery, garment dimensions and fabric data in the technical specification required for the AI Try-On, and warrants the accuracy thereof.

4.4 Pricing autonomy. The Vendor determines the sale price of its Products in its sole and independent discretion. The Company shall not directly or indirectly influence or mandate sale price and shall maintain a level playing field among Vendors. The selling price shall not exceed the declared maximum retail price.

4.5 The Vendor shall maintain accurate stock and promptly mark Products out of stock. Persistent listing of unavailable inventory resulting in cancellations is a material breach.

4.6 The Company may edit, reformat, suppress, delist or remove any listing that is inaccurate, incomplete, non-compliant, infringing or misleading, without prior notice.

5. Order Fulfilment

5.1 The Vendor shall accept, process, pack and hand over each confirmed order to the designated logistics partner within the dispatch service level published on the Vendor dashboard, and shall not cancel confirmed orders save for reasons beyond its reasonable control.

5.2 Packing shall be secure and appropriate to safe transit. No promotional material, contact details or communication soliciting Customers to transact outside the Platform shall be enclosed.

5.3 Every consignment shall carry a tax invoice compliant with the Central Goods and Services Tax Act, 2017 and, where applicable, a delivery challan and warranty card.

5.4 The Vendor shall not solicit, induce or divert any Customer to transact outside the Platform, and shall use Customer data only for fulfilment of the concerned order.

5.5 The Vendor shall process exchanges, replacements and refunds in accordance with the Return, Exchange and Refund Policy within the timelines prescribed, and shall not refuse a valid claim.

5.6 The Vendor shall render after-sales support and warranty service and shall respond to Customer complaints routed by the Company within 24 hours.

5.7 The Vendor shall maintain minimum performance standards as to dispatch adherence, cancellation rate, defect and quality-claim rate and Customer rating, as notified from time to time. Failure may result in reduced visibility, penalties, suspension or termination.

6. Fees, Settlement and Recovery

6.1 The Vendor shall pay the referral fee, GT charge, payment collection fee, handling fee, shipping fee, storage fee, plan fees, advertising, sponsorship and AI Try-On charges and penalties set out in Schedule II and published on the Vendor dashboard, together with applicable taxes.

6.2 The Company may revise fees on not less than 30 days’ prior notice through the dashboard or by e-mail. Continued use after the effective date constitutes acceptance.

6.3 Sale proceeds shall be remitted to the Vendor’s registered bank account after deduction of the amounts in Clause 6.1, tax deductions and withholdings, refunds, chargebacks and recoveries, within the settlement cycle notified on the dashboard, and in accordance with the directions of the Reserve Bank of India applicable to nodal or escrow arrangements operated by authorised payment aggregators.

6.4 The Company may withhold settlement in whole or part, and create a reserve, where an order is under dispute or quality claim; fraud, counterfeiting or non-compliance is suspected; chargebacks or complaints are pending; any amount is due from the Vendor; or an authority so directs.

6.5 The Company has a right of set-off and lien over all amounts payable to the Vendor in respect of any sum due or claimed, including refunds paid to Customers, penalties, indemnity claims and costs of defending third-party claims.

6.6 Any balance recoverable after set-off shall be paid within seven (7) days of demand, failing which interest at 12% per annum shall run from the date of demand until realisation.

7. Taxes

7.1 The Vendor is solely responsible for the assessment, collection, payment and reporting of all taxes on the sale of its Products and for issuing compliant tax invoices, credit notes and debit notes.

7.2 The Company shall collect tax at source on the net value of taxable supplies under Section 52 of the Central Goods and Services Tax Act, 2017 and corresponding State and Integrated GST provisions, and furnish the prescribed statements.

7.3 The Company shall deduct tax at source under Section 194-O of the Income-tax Act, 1961 on the gross amount of sales facilitated, at the higher rate under Sections 206AA and 206AB where a valid PAN is not furnished or the Vendor is a specified person.

7.4 Fees payable to the Company are exclusive of GST, payable additionally by the Vendor.

7.5 The Vendor shall reconcile the Company’s statements with its own returns and notify discrepancies within thirty (30) days, failing which the Company’s records are deemed accepted.

7.6 The Vendor shall indemnify the Company against any tax demand, interest, penalty or prosecution arising from the Vendor’s non-compliance.

8. Confidentiality and Data

8.1 The Vendor shall keep confidential all Customer data, pricing data, technical information and business information obtained through the Platform, shall use it solely for fulfilment, and shall not disclose, sell, transfer or exploit it.

8.2 The Vendor acknowledges that in respect of Customer personal data accessed through the Platform it acts as a Data Processor on the Company’s instructions and shall comply with the Digital Personal Data Protection Act, 2023, implement reasonable security safeguards, and notify the Company of any personal data breach within twenty-four (24) hours.

8.3 The Vendor shall not receive, access or process any User Image uploaded for the AI Try-On, and shall make no attempt to obtain the same.

9. Indemnity and Liability

9.1 The Vendor shall indemnify, defend and hold harmless the Company, its affiliates, directors, officers, employees and agents against all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including advocate’s fees on a full-indemnity basis) arising from:

• (a)breach of these Vendor Terms;
• (b)violation of Applicable Law or of any third-party right;
• (c)any Product sold, including product liability, defect, deficiency, infringement, counterfeiting, mis-declaration or statutory non-compliance;
• (d)any content uploaded by the Vendor; and
• (e)any proceeding before a Consumer Commission, Legal Metrology authority, tax authority or other authority in respect of the foregoing.

9.2 The indemnity is in addition to the Company’s right of set-off under Clause 6.5 and survives termination.

9.3 The Company’s aggregate liability to the Vendor shall not exceed the commission actually received and retained by the Company from that Vendor in the three (3) months preceding the claim.

10. Suspension, Delisting and Termination

10.1 The Company may, with or without notice according to the gravity of the matter, suspend listings, withhold settlement, delist Products, restrict access or terminate registration where: the Vendor breaches these Terms; counterfeit, infringing, unsafe or prohibited Products are listed or supplied; a pattern of Customer complaints, quality claims or chargebacks emerges; any warranty in Clause 3 proves untrue; an order is received from a court or authority; or insolvency or winding-up proceedings are initiated against the Vendor.

10.2 Either party may terminate for convenience on thirty (30) days’ prior written notice, subject to fulfilment of pending orders and settlement of dues.

10.3 On termination the Vendor shall fulfil all confirmed orders and honour all exchange, replacement and warranty obligations in respect of Products already sold. The Company shall settle undisputed dues after retaining a reserve for 15 days to meet claims, refunds and chargebacks.

10.4 Clauses 3, 6.5, 7, 8, 9, 11 and 12 survive termination.

11. Dispute Resolution

11.1 Disputes between the Company and a Vendor shall first be attempted to be resolved amicably within thirty (30) days of written notice.

11.2 Failing amicable resolution, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 before a sole arbitrator appointed by mutual written consent within thirty (30) days of notice under Section 21, and failing such consent, by the Delhi International Arbitration Centre under its rules, or in default under Section 11 of the said Act. Neither party shall unilaterally appoint the arbitrator.

11.3 The seat and venue of arbitration shall be New Delhi. The language shall be English. The award shall be reasoned, final and binding and enforceable as a decree.

11.4 Either party may seek interim relief under Section 9 of the said Act before a competent court at New Delhi.

12. Governing Law and Jurisdiction

12.1 These Vendor Terms are governed by the laws of India, and subject to Clause 11 the courts and tribunals at New Delhi have exclusive jurisdiction.

SCHEDULE I — PROHIBITED AND RESTRICTED PRODUCTS

• Counterfeit, replica, first-copy or infringing goods, and goods bearing a mark deceptively similar to a registered trade mark.
• Stolen, smuggled, seconds, rejects or factory-defect goods, and goods on which customs duty has not been paid.
• Narcotic drugs, psychotropic substances, tobacco products, e-cigarettes and alcoholic beverages.
• Arms, ammunition, explosives, weapons and their components.
• Wildlife products, ivory, animal skins and furs prohibited under the Wild Life (Protection) Act, 1972.
• Obscene, pornographic or sexually explicit material.
• Drugs, medicines and medical devices requiring licensing under the Drugs and Cosmetics Act, 1940.
• Articles reserved for the handloom sector under the Handlooms (Reservation of Articles for Production) Act, 1985, if produced on power looms.
• Goods not bearing declarations required under the Legal Metrology (Packaged Commodities) Rules, 2011.
• Goods requiring mandatory BIS certification without valid certification.
• Human organs, blood and body parts.
• Currency, securities, lottery tickets and gambling-related products.
• Products contravening the Emblems and Names (Prevention of Improper Use) Act, 1950.
• Any other goods prohibited or restricted under Applicable Law or notified by the Company.

SCHEDULE II — FEES AND CHARGES

All charges are exclusive of GST, payable additionally. GST on the Company's charges is levied at 18% and shown on the Company's monthly tax invoice to the Vendor.

Worked example. A shirt at ₹1,000

A buyer pays ₹1,000 for one unit (GST 18% included):

• Referral fee 0% (Apparel - Shirts, up to ₹1,000): ₹0
• GT charge 1.5%: ₹15
• Payment collection fee 2%: ₹20
• Handling fee: ₹14.01
• Clowe's fees: ₹49.01, plus GST 18% on them: ₹8.82
• TDS 0.1% and TCS 0.5% (by law, on the price before GST): ₹0.85 and ₹4.24
• You receive ₹937.08, from which you pay the GST on your sale (₹152.54) — you keep ₹784.54.

A shirt at ₹1,500

A buyer pays ₹1,500 for one unit (GST 18% included):

• Referral fee 19% (Apparel - Shirts, above ₹1,000): ₹245.01
• GT charge 1.5%: ₹22.50
• Payment collection fee 2%: ₹30
• Handling fee: ₹19
• Clowe's fees: ₹316.51, plus GST 18% on them: ₹56.97
• TDS 0.1% and TCS 0.5% (by law, on the price before GST): ₹1.27 and ₹6.36
• You receive ₹1,118.89, from which you pay the GST on your sale (₹228.81) — you keep ₹890.08.

Courier charges (forward freight, and the COD fee on a Cash on Delivery order) come on top, at the courier’s actual rates.

AGREED AND ACCEPTED by clicking “I Agree” on registration as a Vendor.