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Manager / Seller Agreement

Effective Date: 21/02/2026

Introduction

This Manager Agreement ("Agreement") is entered into between:

eGenAI (OPC) Private Limited, owner of BidClub.in ("Company"), AND The individual or entity registering as a Manager/Seller ("Manager").

By registering as a Manager, you agree to be legally bound by this Agreement.

Company: eGenAI (OPC) Private Limited

Platform: BidClub.in

Registered Office: #410A, Annapurna Block, Aditya Enclave, Ameerpet, Hyderabad.

Jurisdiction: India

1. Appointment & Role

1.1 The Company appoints the Manager as a non-exclusive product listing partner on BidClub.in.

1.2 The Manager is an independent contractor and NOT:

  • Employee
  • Agent
  • Franchisee
  • Joint venture partner
1.3 Nothing in this Agreement creates partnership or agency relationship.

2. Product Listing Process

2.1 Manager may submit product listings for auction.
2.2 All listings require prior admin approval.

2.3 The Company reserves absolute right to:

  • Approve or reject listings
  • Modify listing details
  • Remove listings at any time
2.4 Approval does not mean endorsement or product certification.

3. Product Responsibility

Manager represents and warrants that:

  • Products are genuine
  • Products are legally acquired
  • Products are free from undisclosed defects
  • Product description is accurate
  • Product images are authentic

Manager bears sole responsibility for:

  • Product authenticity
  • Quality
  • Warranty
  • Compliance with Indian laws

The Company acts only as technology facilitator.

4. Legal Compliance

Manager shall comply with:

  • Consumer Protection Act, 2019
  • Legal Metrology laws
  • GST laws
  • Intellectual Property laws
  • Product safety standards

If applicable, Manager must:

  • Issue valid GST invoice
  • Maintain tax compliance

Manager shall indemnify Company for any tax liability arising from Manager's non-compliance.

5. Order Fulfillment

5.1 After auction completion and winner confirmation, Manager shall:

  • Prepare product for dispatch
  • Coordinate shipping as per Company instructions
  • Ensure safe packaging
5.2 Delays beyond agreed timeline may result in penalties or suspension.

6. Shipping Liability

6.1 If shipping arranged through Company logistics:

  • Manager responsible for secure packaging
  • Damage due to poor packaging shall be Manager's liability

6.2 If Manager arranges shipping independently:

Manager bears full shipping risk

7. Pickup Orders

If product designated for pickup:

  • Manager must make product available at agreed location
  • Customer may inspect before acceptance

After acceptance:

No return obligation unless fraud proven

8. Returns & Damage Claims

For shipped orders:

If damage claim approved:

  • Manager shall bear cost of replacement/refund
  • Company may deduct from Manager payable balance

Company decision final in damage verification.

9. Commission & Payout

9.1 Company may charge commission per successful auction.
9.2 Commission percentage determined separately.

9.3 Payment to Manager released after:

  • Successful delivery or pickup confirmation
  • Expiry of dispute window

9.4 Company may withhold payout in case of:

  • Fraud suspicion
  • Ongoing dispute
  • Legal investigation

10. Prohibited Products

Manager shall NOT list:

  • Counterfeit goods
  • Stolen goods
  • Prohibited items
  • Restricted goods without license
  • Hazardous products
  • Illegal imports

Violation results in immediate termination and legal reporting.

11. Intellectual Property

Manager warrants that:

  • Product images do not infringe third-party rights
  • Brand usage is authorized

Manager shall indemnify Company for IP infringement claims.

12. Indemnification

Manager agrees to indemnify and hold harmless:

  • eGenAI (OPC) Private Limited
  • Its Director
  • Employees
  • Officers

From all claims arising out of:

  • Product defects
  • Counterfeit goods
  • Tax violations
  • Consumer complaints
  • Injury or damages caused by product
  • IP infringement

13. Limitation of Liability

Company liability limited to unpaid commission amount only.

Company shall NOT be liable for:

  • Product defects
  • Manufacturing issues
  • Warranty claims
  • Consumer dissatisfaction
  • Consequential damages

14. Corporate Shield Clause

Under no circumstances shall the Director or officers of eGenAI (OPC) Private Limited be personally liable for Manager-related disputes.

All liability limited strictly to the Company.

15. Termination

Company may terminate Manager account without prior notice for:

  • Fraud
  • Counterfeit goods
  • Repeated complaints
  • Policy violation
  • Legal risk

Upon termination:

  • Pending payouts may be withheld
  • Legal action may be initiated

16. Confidentiality

Manager shall not disclose:

  • Platform internal processes
  • User data
  • Pricing structure
  • Commission structure

Breach may result in legal action.

17. Data Protection

Manager shall not misuse customer data.

Customer data accessed for fulfillment must NOT be:

  • Sold
  • Shared
  • Used for independent marketing

Violation may result in permanent ban and legal proceedings.

18. Dispute Resolution

Governing Law: India
Jurisdiction: Courts of Hyderabad
Arbitration under Arbitration and Conciliation Act, 1996

19. Modification

Company may modify this Agreement at any time.

Continued use after modification constitutes acceptance.

Manager Declaration

By registering as Manager, you confirm:

You are legally authorized to sell listed products
Products are genuine
You accept full product liability
You agree to indemnify the Company
Strategic Importance

This agreement:

  • ✔ Transfers product liability to Manager
  • ✔ Protects your OPC structure
  • ✔ Shields Director personally
  • ✔ Protects from counterfeit risk
  • ✔ Protects from GST liability
  • ✔ Reduces Consumer Court exposure

By registering as Manager, the Manager declares full acceptance of this Agreement.