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AMAZON CUSTOMER SERVICE 9679824416**Amazon Services Business Solutions Agreement**Last updated: March 2020**General Terms**Welcome to **Amazon Services Business Solutions**, a suite of optional merchant services including Selling on Amazon (https://sellercentral.amazon.in/gp/help/G1791#SOA), Fulfilment by Amazon (https://sellercentral.amazon.in/gp/help/G1791#FBA) and Amazon Advertising (https://sellercentral.amazon.in/gp/help/G1791#SP) .THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("**YOU**") AND AMAZON SELLER SERVICES PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE AMAZON SITE.As used in this Agreement, "**we,**" "**us,**" and "**Amazon**" means the Amazon company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions (https://sellercentral.amazon.in/gp/help/G1791#Definitions) below. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.**1. Enrolment**To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Amazon’s Privacy Notice (Amazon.in Privacy Notice).**2. Service Fee Payments**Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the Amazon Site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Amazon (with respect to such Amazon Site, "**Your Credit Card**") as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Amazon Site, "**Your Bank Account**"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Amazon's option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Amazon shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Amazon concerning whether any amounts are payable or due.If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Amazon Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.**3. Term and Termination**The term of this Agreement will start on the date of your completed registration for use of one or more of the Services and continue until terminated by us or you as provided below. You may at any time terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or Amazon’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15 and 17 of these General Terms survive.**4. Licence**You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of Your Materials for the Services or other Amazon product or service, and to sublicense the foregoing rights to our Affiliates and operators of Amazon Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable Amazon Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).**5. Representations**Each Party represents and warrantsthat: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations it grants hereunder; (c) it will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in its performance of its obligations and exercise of its rights under this Agreement; and (d) each party is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.**6. Indemnification**6.1 You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "**Claim**") arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any sales channels owned or operated by you, Your Products including the offer, sale, fulfilment (except to the extent attributable to the Fulfilment by Amazon Service, if any), refund, cancellation, adjustments, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Amazon) or property damage related thereto; or (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws.6.2 Amazon’s indemnification obligations. Amazon will defend, indemnify, and hold harmless you and your officers, directors, employees and agents against any third-party Claim arising from or related to: (a) Amazon’s non-compliance with applicable laws; or (b) allegations that the operation of an Amazon Site infringes or misappropriates that third party’s intellectual property rights.6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.**7. Disclaimer**a. THE AMAZON SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS THE AMAZON SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY AMAZON TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. EXCEPT AS SET FORTH IN SECTION 5 ABOVE, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AMAZON SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.b. BECAUSE AMAZON IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE AMAZON (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.**8. Limitation of Liability**WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO AMAZON IN CONNECTION WITH THE PARTICULAR SERVICE AND THE AMAZON SITE GIVING RISE TO THE CLAIM.**9. Insurance**If the Sales Proceeds from Your Transactions through the Fulfilment by Amazon Service in connection with the Amazon Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the Amazon Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Amazon Site, including products liability and bodily injury, naming Amazon and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the **coverage** to the following address: *Amazon Seller Services Limited, 8th Floor, Brigade World Trade Center, 26/1 Dr. Raj Kumar Road, Malleswaram, Bangalore 560055; *and with a copy to: c/o Amazon, P.O. Box 81226, Seattle, WA 98108-1226, Attention: Risk Management.**10. Tax Matters**Your use of Services is subject to Amazon’s Tax Policies (https://sellercentral.amazon.in/gp/help/help.html/?itemID=GGP87PQ6YNBLNY3C&ref_=xx_GGP87PQ6YNBLNY3C_a_r9_cont_sgsearch). You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner.As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Amazon is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Amazon will deduce the location of recipient, the billing details, place of supply and applicable taxes.If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Amazon will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Amazon.It is your responsibility as a seller on the Amazon Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Amazon Site.For reporting transactions undertaken by you on the Amazon Site, you should consider the Merchant Tax Report (MTR) made available to you on Seller Central.In case of any discrepancy in the reporting / returns filed by you and Amazon, you agree that you will resolve such discrepancy immediately and indemnify Amazon against any tax, interest and penalty payable in this regard.**11. Confidentiality and Personal Data**During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 8 years after termination: (a) all Confidential Information will remain Amazon's exclusive property except for customer personal data owned by the respective customer; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates, except as required to comply with law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may only use the Amazon Mark as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 8 years’ term limit does not apply to customer personal data).**12. Force Majeure**We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.**13. Relationship of Parties**You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Amazon is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.**14. Suggestions and Other Information**If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Amazon Site or Services (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.**15. Modification**We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 17.Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.**16. Password Security**Any password we provide to you may be used only during the Term to access Your Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.**17. Miscellaneous**This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. The laws of India govern this Agreement and your use of the Services, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Any dispute or claim of any nature relating in any way to your use of any Services covered under this Agreement will be adjudicated through arbitration, by a sole arbitrator to be appointed by Amazon. The arbitral proceedings shall be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996 or such statutory amendments thereof (“Arbitration Act”). The arbitration proceedings will be conducted in English and the venue of the arbitral proceedings shall be Delhi, India. Each party agrees that courts in Delhi will have the sole and exclusive jurisdiction over all arbitral applications. The fast track procedures under the Arbitration Act will apply to all proceedings as stipulated.You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to Amazon, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction;, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Amazon as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.Amazon retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Program Policies.The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.Amazon will provide notice to you under this Agreement by posting changes on Seller Central or on the applicable Amazon Services site to which the changes relate (such as the Marketplace Developer site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to Amazon to our Selling Partner Support team via Seller Central, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the Seller Central Notification Preferences page via Amazon (Amazon) and follow the steps.You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.Please continue to use Seller Central as the primary means of managing your orders and seller account. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.**Definitions**As used in this Agreement, the following terms have the following meanings:**"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 Amazon, "Affiliate" means solely its Affiliates domiciled in India.**"Amazon Associated Properties"** means any website or other online point of presence, other than the Amazon Site, through which any Amazon Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.**"Amazon Site"** means Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More (Online Shopping site in India: Shop Online for Mobiles, Books, Watches, Shoes and More).**"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 Amazon 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.**"Excluded Products"** means any products or other items set forth in the excluded products list for the Amazon Site or any other Amazon Program Policy that applies to your use of a Service, and any other products or other items that in Amazon's sole discretion are not supported for a Service.**"Insurance Limits"** means INR 5,00,00,000**"Insurance Threshold"** means INR 5,00,000**"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 Amazon 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.**"Program Policies"** means, all policies and program terms provided on the ‘Policies and Agreements’ (Programme Policies) page.**"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, all shipping and handling, gift wrap and other charges, any taxes and customs duties.**"Seller Central"** means the online portal and tools made available by Amazon to you, for your use in managing your orders, inventory and presence on the Amazon Site.**"Service"** means each of the following services that Amazon makes available on or in connection with the Amazon Site: the Selling on Amazon Service, Fulfilment by Amazon Service and Amazon Advertising.**"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 Amazon may make available to you, for your use in managing your orders, inventory and presence on the Amazon 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 Amazon or its Affiliates.**"Your Product"** means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on Amazon Service and/or fulfilled or otherwise processed through the Fulfilment by Amazon Service in connection with Your Account, or made available for advertising by you through Amazon 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. Also, as it is used in the Fulfilment by Amazon Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Amazon or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Amazon; or (b) the fulfilment, shipping, gift wrapping or other actions by Amazon to Your Products pursuant to the Fulfilment by Amazon Service Terms.**"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 Amazon Site.**Selling on Amazon Service Terms**The Selling on Amazon Service ("**Selling on Amazon**") is a Service that allows you to list products for sale directly via the Amazon Site. Selling on Amazon is operated by Amazon Seller Services Private Limited. These Selling on Amazon Service Terms are part of the Amazon Services Business Solutions Agreement ("**Business Solutions Agreement**"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Amazon. BY REGISTERING FOR OR USING SELLING ON AMAZON, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT (https://sellercentral.amazon.in/gp/help/G1791#BSA) AND THESE SELLING ON AMAZON SERVICE TERMS. Unless defined in these Selling on Amazon Service Terms (including the Selling on Amazon Definitions (https://sellercentral.amazon.in/gp/help/G1791#Definitions)), all capitalized terms have the meanings given them in the Business Solutions Agreement.**S-1. Your Product Listings and Orders****S-1.1 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 Amazon 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 Amazon 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 Amazon Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Amazon Site. For each item you list on the Amazon Site, you will provide to us the state or country from which the item ships.**S-1.2 Product Listing; Merchandising; Order Processing.** We will list Your Products for sale on the Amazon Site in the applicable product categories which are supported for third party sellers generally on the Amazon Site on the applicable Selling on Amazon Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the Amazon Associated Properties or any other functions, features, advertising, or programs on or in connection with the Amazon Site). Amazon reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Amazon Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Amazon Site and Amazon 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-1.3 Shipping and Handling Charges.** For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Amazon Site and further subject to any shipping and handling charge Program Policies for the Amazon Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Amazon-Fulfilled Products, Amazon will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by Amazon Service Terms.**S-1.4 Credit Card Fraud.** We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.**S-2. Sale and Fulfilment, Refunds and Returns****S-2.1 Sale and Fulfilment.** Other than as described in the Fulfilment by Amazon Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the Amazon Site for which you decide to register or use the Selling on Amazon Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your Amazon-Fulfilled Products, 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 Amazon Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship 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 Amazon 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) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Amazon information regarding shipment 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 seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments 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 shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For Amazon-Fulfilled Products, if any, the Fulfilment by Amazon Service Terms will apply to the storage, fulfilment and delivery of such Amazon-Fulfilled Products.**S-2.2 Returns and Refunds.** For all of Your Products that are not fulfilled using Fulfilment by Amazon, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Amazon Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling 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 and the terms of this Business Solutions Agreement. You will route all such payments through Amazon. 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. For all of Your Products that are fulfilled using Fulfilment by Amazon, the Amazon Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Amazon Refund Policies 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, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under *Section S-1.4*; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for Amazon-Fulfilled Products, if any, the Fulfilment by Amazon Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.**S-3.2 A-to-z Guarantee and Chargebacks.** If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the Amazon Site, or other dispute, relating to the offer, sale or fulfillment of Your Product(s) (other than a chargeback) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.**S-4. Compensation**You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on Amazon Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "**Selling on Amazon Subscription Fee**" means the fee specified as such on the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site at the time such fee is payable. With respect to each of Your Transactions: (x) **"Sales Proceeds"** has the meaning set out in the Business Solutions Agreement; (y) **"Closing Fees"** means the applicable fee, if any, as specified in the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site; and (z) **"Referral Fee"** means the applicable percentage of the Sales Proceeds from Your Transaction through the Amazon Site specified on the Selling on Amazon Fee Schedule (https://sellercentral.amazon.in/gp/help/200557190?ref=ag_200557190_cont_G1791&language=en_IN) for the Amazon Site at the time of Your Transaction, based on the categorization by Amazon of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of Amazon-Fulfilled Products. Except as provided otherwise, 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 Amazon will be your responsibility.**S-5 Sales Proceeds & Refunds.****S-5.1.Nodal Account.** Remittances to you for Your Transactions (excluding COD 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 http://DPSS.CO.PD.No (http://DPSS.CO.PD.No).1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. 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 Section 2 of the General Terms, 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.** Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), 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 Amazon Site, we will credit you with the amount of the Referral 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 shipment date has been confirmed by you."**Designated Day**" means any particular Business Day of the week designated by Amazon on a weekly basis, in its sole discretion, for making remittances to you."**Payment Date**" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction."**Settlement Amount**" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on Amazon Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Amazon Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for Amazon Site), if applicable; and (h)tax collected at source under applicable Law.**S-5.3.** 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. Amazon’s Marketplace, Websites and Services**Amazon has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the Amazon Site or the Amazon Associated Properties, and all aspects of each Service, including your use of the same. Amazon 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 Amazon in advance in writing.All payments by Amazon to you shall be made subject to applicable withholding taxes under applicable Governing Laws. Amazon will retain, in addition to its net fees together with any applicable taxes that Amazon determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.If you are required 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 Amazon.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. Amazon shall reimburse the claim post verification and reconciliation with service fee as per books of accounts. Amazon will have right to reject the claim if the claimed amount does not match with service fees invoices. Amazon shall maintain the right to recover any excessive claims paid to you.Amazon has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon 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.**Selling on Amazon Definitions****"Amazon-Fulfilled Products"** means any of Your Products that are fulfilled using the Fulfilment by Amazon Service.**"Amazon Refund Policies"** means the return and refund policies published on the Amazon Site.**"Estimated Ship Date"** means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Amazon Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Amazon designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.**"Refund Administration Fee"** means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.**"Required Product Information"** means, with respect to each of Your Products in connection with the Amazon Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Amazon may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Amazon from time to time); (d) categorization within each Amazon product category and browse structure as prescribed by Amazon from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Amazon published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).**"Seller-Fulfilled Products"** means any of Your Products that are not fulfilled using the Fulfilment by Amazon Service.**"Selling on Amazon Launch Date"** means the date on which we first list one of Your Products for sale on the Amazon Site.**"Shipment Information"** means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.**"Street Date"** means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.**"URL Marks"** means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, http://co.in (http://co.in), http://co.uk (http://co.uk), .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).**"Your Transaction"** is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on Amazon only.**Fulfilment by Amazon Service Terms**Fulfilment by Amazon ("**FBA**") provides fulfilment and associated services for Your Products. FBA is operated by Amazon Seller Services Private Limited.These FBA Service Terms are part of the Amazon Services Business Solutions Agreement ("**Business Solutions Agreement**"), and, unless specifically provided otherwise, concern and apply only to your participation in FBA. BY REGISTERING FOR OR USING FBA, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT (https://sellercentral.amazon.in/gp/help/G1791#BSA) AND THESE FBA SERVICE TERMS. Unless defined in these FBA Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.**F.1. Your Products**Once you are accepted into FBA, you must apply to register each product you sell that you wish to include in the FBA program in connection with the Amazon Site. You may not include any product in the FBA program which is a FBA Excluded Product for the Amazon Site you wish to register Your Product with. We may refuse registration in FBA of any product in connection with the Amazon Site, including on the basis that it is an FBA Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBA in connection with the Amazon Site.**F.2. Product and Shipping Information**You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBA (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.**F.3. Shipping to Amazon****F.3.1.** For the Amazon Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to us in accordance with applicable Program Policies for the Amazon Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination"; and (c) all Units comply with Amazon's labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and Amazon will not pay any shipping costs except as provided in *Section F-3.2*. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Fulfilment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any import documentation, Amazon reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by Amazon will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to *Section F-7*).**F.3.2.** You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit). We may return or dispose of or destroy any Unsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) calendar days after we notify you that we are in possession of it. In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.**F.4. Storage**We will provide storage services as described in these FBA Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfilment Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the FBA Lost and Damaged Inventory Reimbursement Policy (https://sellercentral.amazon.in/gp/help/help.html/?itemID=G200213130&ref_=xx_G200213130_a_r0_cont_sgsearch)*)*. Payment of the replacement value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor. The replacement value is inclusive of any VAT/CST/good and services tax (as applicable) and if the replacement value is subject to VAT/CST/goods and services tax, you agree to provide a valid VAT/CST/goods and services tax invoice to Amazon. In consideration of payment of the replacement value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Fulfilment Centres in accordance with Section 14, and you will comply with any of these restrictions or limitations.**F.5. Fulfilment**We will ship Units from our inventory of Your Products in connection with the Amazon Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants.**F.6. Customer Returns****F.6.1.** We will receive and process returns of any Amazon Fulfilment Units in accordance with the terms of your Seller Agreement, these FBA Service Terms and the Program Policies for the Amazon Site. Any Sellable Units registered in connection with the Amazon Site that are also Amazon Fulfilment Units and that are properly returned will be placed back into the inventory of Your Products in the FBA Program for the Amazon Site. We may fulfil customer orders for Your Products in connection with the Amazon Site with any Amazon Fulfilment Units returned in connection with the Amazon Site. Except as provided in *Section F-7*, you will retake title of all Units that are returned by customers.**F.6.2.** Except as provided in Section F-7, we will, at your direction, either return or dispose of or destroy any Amazon Fulfilment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.4, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within thirty (30) calendar days after we notify you of the Unsuitable Unit.**F.6.3.** You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns.**F.7. Returns to You and Disposal****F.7.1.** You may, at any time, request that Units be returned to you. We may, with notice, return Units to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Fulfilment Centre is located (or, at Amazon's sole discretion, your designated shipping address within India. If the address we have for you in connection with the Amazon Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as appropriate based on the inventory and, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal.. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any checkposts.**F.7.2.** You may, at any time, request that we dispose of or destroy Units. In this case, we may dispose of or destroy these Units as appropriate based on the inventory. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of or destroy the Unit, and we may, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain all proceeds, if any, received from the disposal of any Unit.**F.7.3.** You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).**F.7.4. Disposal of Unsuitable Units.** In the event any Amazon Fulfilment Unit is returned to our Site Fulfilment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Section F.3.2), (a) dispose of or destroy such Unit in case you fail to remove such Unit from our Site Fulfilment Centre within a period of thirty (30) days from the date we notify you that its removal is required, for instance because your use of FBA is suspended or terminated or your seller account is suspended, terminated or closed; and (b) immediately dispose of or destroy such Unit if: (i) we determine that such Unit has no replacement value; (ii) we determine that the Unit creates a safety, health or liability risk to Amazon, our personnel or any third party; or (iii) we obtain knowledge of your engagement in fraudulent or illegal activity; or (iv) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are exposed to liability towards a third party. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.**F.8. Reporting**You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfilment Centres. You will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.**F.9. Customer Service****F.9.1.** We will be responsible for all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to Amazon Fulfilment Units. We will determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any Amazon Fulfilment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Program Policies for the applicable Amazon Site). Except as provided in this *Section F-9* regarding any Amazon Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos.**F.9.2.** In situations relating to Amazon Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by Amazon as covered under the Program Policies causing such damage or loss we will, at our option for any Amazon Fulfilment Unit (i) ship a replacement Unit to the customer and pay you the applicable replacement value (as described in the FBA Lost and Damaged Inventory Reimbursement Policy (https://sellercentral.amazon.in/gp/help/help.html/?itemID=G200213130&ref_=xx_G200213130_a_r0_cont_sgsearch)*)* for the replacement Unit or (ii) process a refund to the customer and pay you the replacement value for the Unit. Any customer refund will be processed in accordance with the Selling on Amazon Service Terms. Notwithstanding the terms of the Selling on Amazon Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on Amazon Service Terms and these Service Terms, respectively. Except as expressly provided in this *Section F-9.2* you will be responsible for all costs associated with any replacement or return.**F.9.3.** If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to *Section F-7*, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with *Section F-6*. If we do put it back into your inventory, you will compensate us for the applicable replacement value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the Amazon Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.**F.10. Compensation****F.10.1. Fees.** You will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the FBA Fee Schedule for the Amazon Site (https://sellercentral.amazon.in/gp/help/200209150?ref=ag_200209150_cont_G1791&language=en_IN). You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by Amazon (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.**F.10.2. Shipping and Gift Wrap.** For any Amazon Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the FBA Program. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.**F.10.3. Taxes on Fees Payable to Amazon.** In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations:(a) all services provided by Amazon to you are being received by your establishment under your designated VAT / goods and services tax registration number; and(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to Amazon belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to Amazon; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by Amazon in case of any changes.Amazon reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize Amazon to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to Amazon upon request. Amazon reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by Amazon.All payments by Amazon to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. Amazon will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to Amazon sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, Amazon will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, Amazon shall have the right to utilize the retained amount for discharging its tax liability.Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Amazon and Amazon shall provide necessary support and documentation as may be required by you for discharging your obligations.Amazon has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Amazon 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 source.Any taxes applicable in addition to the fee payable to Amazon shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.**F.10.4. Registration of Fulfilment Centres for VAT / CST / goods and services tax:** Amazon understands and agrees that you would be required to register the Site Fulfilment Centres wholly or partly as your place of business from a VAT / CST / goods and services tax regulations perspective. Amazon shall issue a no-objection certificate as required to enable you to register the Site Fulfilment Centres as your additional place of business from a VAT / CST / goods and services tax regulations perspective. Amazon shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified Amazon and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfilment Centres) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while Amazon would support this process as reasonably required. You further represent and warrant that you will not register Site Fulfilment Centres as your principal place of business but only as an additional place of business.**F.11. Indemnity**In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.**F.12. Release**You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the "**Releasing Parties**"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge Amazon and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "**Released Parties**"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "**Losses**") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBA Service Terms, which the Releasing Parties are giving up by agreeing to these FBA Service Terms. It is your intention in agreeing to these FBA Service Terms that these FBA Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.**F.13. Disclaimer**IN ADDITION TO THE DISCLAIMER IN *SECTION 7* OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.**F.14. Effect of Termination**Your termination rights are set out in **Section 3** of this Agreement. Following any termination of the Business Solutions Agreement or these FBA Service Terms in connection with the Amazon Site, we will, as directed by you, return to you or dispose of or destroy the Units registered in connection with the Amazon Site as provided in Section F-7. If you fail to direct us to return or dispose of or destroy the Units within ninety (90) calendar days after termination, then we may elect to return and/or dispose of or destroy the Units in whole or in part, as provided in Section F-7, and you agree to such action. Upon any termination of these FBA Service Terms in connection with the Amazon Site, all rights and obligations of the parties under these FBA Service Terms with regard to the Amazon Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-11, F-12, F-13 and F-14 with respect to Units received or stored by Amazon as of the date of termination will survive the termination.**F.15. Tax Matters**You understand and acknowledge that storing Units at the Site Fulfilment Centres may create a tax presence for you in the applicable territory in which the Site Fulfilment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage. You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold Amazon and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section F-11 of these FBA Service Terms and agree to pay any of these over to Amazon promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.**F.16. Additional Representation**In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBA Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers).**FBA Definitions****"Amazon Fulfilment Units"** means Units fulfilled using FBA that are sold through the Amazon Site. For avoidance of doubt, if you have successfully registered for both FBA and Selling on Amazon for the Amazon Site, then the term "Amazon Fulfilment Units" and the defined term "Amazon-Fulfilled Products" in the Selling on Amazon Service Terms both refer to the same items.**"FBA Excluded Product"** means, with respect to the Amazon Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Program Policies for the Amazon Site (https://sellercentral.amazon.in/gp/help/help.html?itemID=521&ref=ag_521_bred_1801&).**"Sellable Unit"** means a Unit that is not an Unsuitable Unit.**"Seller Agreement"** means the Selling on Amazon Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Amazon) between you and us that permits you to list and sell products via the Amazon Site.**"Shipping Information"** means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.**"Site Fulfilment Centre(s)"** means the fulfilment centre(s) designated or used by Amazon to store and fulfill Units in connection with a particular Amazon Site.**"Unit"** means a unit of Your Product that you deliver to Amazon in connection with the FBA Program in connection with the Amazon Site.**"Unsuitable Unit"** means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with Amazon before shipment or do not match the product that was registered; (c) that is an FBA Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Program Policies); or (d) that Amazon determines is otherwise unsuitable.**Amazon Advertising Service Terms**The Amazon Advertising Service Terms govern your use of Amazon Advertising, a Service that allows you to advertise your products. The Amazon Advertising Service Terms apply to your use of the Ad Services.Your use of the Ad Services (as defined in the Amazon Advertising Agreement) is governed by the Amazon Advertising Agreement. You accept the Amazon Advertising Agreement, which may be updated from time to time by Amazon in accordance with its terms. The Amazon Advertising Agreement is available at Amazon Advertising - Advertising Campaigns (Amazon Advertising - Advertising Campaigns). In the event of any conflict between the General Terms or Program Policies and the Amazon Advertising Agreement with respect to the Ad Services, the Amazon Advertising Agreement will prevail to the extent of the conflict. If the Amazon Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.**Selling Partner API Terms****API-1 Description of the Selling Partner APIs**The “Selling Partner APIs” enable your systems to interface with certain features or functionality we make available to you. These Selling Partner API Terms concern and apply only to your use of the Selling Partner APIs unless specifically provided otherwise. Under the Selling Partner API Terms, you may authorize parties who (a) develop Applications to support you using the Selling Partner APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Marketplace Developer Agreement (“Developers”) to access Amazon Transaction Information and your Materials via the Selling Partner APIs. If you wish to use the Selling Partner APIs directly or develop software or a website that interfaces with the Selling Partner APIs or the API Materials (an “Application”), you must register as a Developer.We may make available Selling Partner APIs (including the Marketplace Web Services APIs) and software, data, text, audio, video, images, or other content we make available in connection with the Selling Partner APIs, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the “API Materials”) that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Selling Partner APIs solely for the purpose of supporting your business on Amazon. All terms and conditions applicable to the Selling Partner APIs and the API Materials in this Agreement are solely between you and us. API Materials that are public or open source software (“Public Software”) may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply.**API-2 License and Related Requirements****API-2.1 Generally.**We grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Selling Partner APIs and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Selling Partner APIs, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Selling Partner APIs or the API Materials (the “Selling Partner API Specifications”), and our internal data center facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Selling Partner APIs or the API Materials (the “Amazon Network”).**API-2.2 License Restrictions.**You may authorize Developers to access your Materials through the Selling Partner APIs and the API Materials only through APIs documented and communicated by us in accordance with any applicable Selling Partner API Specifications. You may not and may not authorize any other party to do any of the following with the Selling Partner APIs and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Selling Partner APIs and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties. The limitations regarding data use in Section 10 above apply to any information you receive by the direct or indirect use of the Selling Partner APIs.**API-2.3 No License for Direct Access.**For the avoidance of doubt, these Selling Partner API Terms do not provide you a license to directly access or use the Selling Partner APIs, or install, copy, use, or distribute API Materials. Direct use of the Selling Partner APIs may only be licensed to Developers.**API-2.4 Account Identifiers and Credentials.**You must use the account IDs and any unique public key/private key pair issued by us to provide access to your data via the Selling Partner APIs (“Account Identifiers and Credentials”) in accordance with these Selling Partner API Terms to authorize Developers to access the Selling Partner APIs on your behalf. You may only authorize access to Amazon Transaction Information and Your Materials via the Selling Partner APIs in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials.**API-2.5 Security of Your Materials.**You are solely responsible for authorizing others to access the Selling Partner APIs on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Selling Partner APIs (including as a result of your or any third party’s errors, acts, or omissions).**API-3 Termination****API-3.1 Termination of Your Access to the Selling Partner APIs and the API Materials.**Without limiting the parties’ rights and obligations under this Agreement, the Selling Partner API Developer Agreement, or the Selling Partner API Licence Agreement, we may limit, suspend, or terminate your access to the Selling Partner APIs and the API Materials for convenience with 30 days’ notice. We may terminate immediately if (a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Selling Partner APIs and the API Materials may harm our customers.Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, you will immediately cease authorizing others to use the Selling Partner APIs and the API Materials. Upon any termination of your access to the Selling Partner APIs and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Selling Partner APIs and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the Amazon Network for the purposes of the Selling Partner APIs and the API Materials.**API-4 Modifications to the Selling Partner APIs and the API Materials**We may change or discontinue the Selling Partner APIs or the API Materials (including by changing or removing features or functionality of the Selling Partner APIs or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 14.**API-5 Disclaimers**THE SELLING PARTNER APIS AND THE API MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SELLING PARTNER APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE SELLING PARTNER APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE SELLING PARTNER APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE SELLING PARTNER APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SELLING PARTNER APIS OR THE API MATERIALS.

What is a Non-Banking Financial Company (NBFC)?A Non-Banking Financial Company (NBFC) is a company registered under the Companies Act, 1956 engaged in the business of loans and advances, acquisition of shares/stocks/bonds/debentures/securities issued by Government or local authority or other marketable securities of a like nature, leasing, hire-purchase, insurance business, chit business but does not include any institution whose principal business is that of agriculture activity, industrial activity, purchase or sale of any goods (other than securities) or providing any services and sale/purchase/construction of immovable property. A non-banking institution which is a company and has principal business of receiving deposits under any scheme or arrangement in one lump sum or in installments by way of contributions or in any other manner, is also a non-banking financial company (Residuary non-banking company).2. What does conducting financial activity as “principal business” mean?Financial activity as principal business is when a company’s financial assets constitute more than 50 per cent of the total assets and income from financial assets constitute more than 50 per cent of the gross income. A company which fulfils both these criteria will be registered as NBFC by RBI. The term 'principal business' is not defined by the Reserve Bank of India Act. The Reserve Bank has defined it so as to ensure that only companies predominantly engaged in financial activity get registered with it and are regulated and supervised by it. Hence if there are companies engaged in agricultural operations, industrial activity, purchase and sale of goods, providing services or purchase, sale or construction of immovable property as their principal business and are doing some financial business in a small way, they will not be regulated by the Reserve Bank. Interestingly, this test is popularly known as 50-50 test and is applied to determine whether or not a company is into financial business.3. NBFCs are doing functions similar to banks. What is difference between banks & NBFCs?NBFCs lend and make investments and hence their activities are akin to that of banks; however there are a few differences as given below:i. NBFC cannot accept demand deposits;ii. NBFCs do not form part of the payment and settlement system and cannot issue cheques drawn on itself;iii. deposit insurance facility of Deposit Insurance and Credit Guarantee Corporation is not available to depositors of NBFCs, unlike in case of banks.4. Is it necessary that every NBFC should be registered with RBI?In terms of Section 45-IA of the RBI Act, 1934, no Non-banking Financial company can commence or carry on business of a non-banking financial institution without a) obtaining a certificate of registration from the Bank and without having a Net Owned Funds of ₹ 25 lakhs (₹ Two crore since April 1999). However, in terms of the powers given to the Bank, to obviate dual regulation, certain categories of NBFCs which are regulated by other regulators are exempted from the requirement of registration with RBI viz. Venture Capital Fund/Merchant Banking companies/Stock broking companies registered with SEBI, Insurance Company holding a valid Certificate of Registration issued by IRDA, Nidhi companies as notified under Section 620A of the Companies Act, 1956, Chit companies as defined in clause (b) of Section 2 of the Chit Funds Act, 1982,Housing Finance Companies regulated by National Housing Bank, Stock Exchange or a Mutual Benefit company.5. What are the requirements for registration with RBI?A company incorporated under the Companies Act, 1956 and desirous of commencing business of non-banking financial institution as defined under Section 45 I(a) of the RBI Act, 1934 should comply with the following:i. it should be a company registered under Section 3 of the companies Act, 1956ii. It should have a minimum net owned fund of ₹ 200 lakh. (The minimum net owned fund (NOF) required for specialized NBFCs like NBFC-MFIs, NBFC-Factors, CICs is indicated separately in the FAQs on specialized NBFCs)6. What is the procedure for application to the Reserve Bank for Registration?The applicant company is required to apply online and submit a physical copy of the application along with the necessary documents to the Regional Office of the Reserve Bank of India. The application can be submitted online by accessing RBI’s secured website https://cosmos.rbi.org.in . At this stage, the applicant company will not need to log on to the COSMOS application and hence user ids are not required. The company can click on “CLICK” for Company Registration on the login page of the COSMOS Application. A window showing the Excel application form available for download would be displayed. The company can then download suitable application form (i.e. NBFC or SC/RC) from the above website, key in the data and upload the application form. The company may note to indicate the correct name of the Regional Office in the field “C-8” of the “Annex-I dentification Particulars” in the Excel application form. The company would then get a Company Application Reference Number for the CoR application filed on-line. Thereafter, the company has to submit the hard copy of the application form (indicating the online Company Application Reference Number, along with the supporting documents, to the concerned Regional Office. The company can then check the status of the application from the above mentioned secure address, by keying in the acknowledgement number.7. What are the essential documents required to be submitted along with the application form to the Regional Office of the Reserve Bank?The application form and an indicative checklist of the documents required to be submitted along with the application is available at www.rbi.org.in → Site Map → NBFC List → Forms/ Returns.8. What are systemically important NBFCs?NBFCs whose asset size is of ₹ 500 cr or more as per last audited balance sheet are considered as systemically important NBFCs. The rationale for such classification is that the activities of such NBFCs will have a bearing on the financial stability of the overall economy.B. Entities Regulated by RBI and applicable regulations9. Does the Reserve Bank regulate all financial companies?No. Housing Finance Companies, Merchant Banking Companies, Stock Exchanges, Companies engaged in the business of stock-broking/sub-broking, Venture Capital Fund Companies, Nidhi Companies, Insurance companies and Chit Fund Companies are NBFCs but they have been exempted from the requirement of registration under Section 45-IA of the RBI Act, 1934 subject to certain conditions.Housing Finance Companies are regulated by National Housing Bank, Merchant Banker/Venture Capital Fund Company/stock-exchanges/stock brokers/sub-brokers are regulated by Securities and Exchange Board of India, and Insurance companies are regulated by Insurance Regulatory and Development Authority. Similarly, Chit Fund Companies are regulated by the respective State Governments and Nidhi Companies are regulated by Ministry of Corporate Affairs, Government of India. Companies that do financial business but are regulated by other regulators are given specific exemption by the Reserve Bank from its regulatory requirements for avoiding duality of regulation.It may also be mentioned that Mortgage Guarantee Companies have been notified as Non-Banking Financial Companies under Section 45 I(f)(iii) of the RBI Act, 1934. Core Investment Companies with asset size of less than ₹ 100 crore, and those with asset size of ₹ 100 crore and above but not accessing public funds are exempted from registration with the RBI.10. What are the different types/categories of NBFCs registered with RBI?NBFCs are categorized a) in terms of the type of liabilities into Deposit and Non-Deposit accepting NBFCs, b) non deposit taking NBFCs by their size into systemically important and other non-deposit holding companies (NBFC-NDSI and NBFC-ND) and c) by the kind of activity they conduct. Within this broad categorization the different types of NBFCs are as follows:I. Asset Finance Company (AFC) : An AFC is a company which is a financial institution carrying on as its principal business the financing of physical assets supporting productive/economic activity, such as automobiles, tractors, lathe machines, generator sets, earth moving and material handling equipments, moving on own power and general purpose industrial machines. Principal business for this purpose is defined as aggregate of financing real/physical assets supporting economic activity and income arising therefrom is not less than 60% of its total assets and total income respectively.II. Investment Company (IC) : IC means any company which is a financial institution carrying on as its principal business the acquisition of securities,III. Loan Company (LC): LC means any company which is a financial institution carrying on as its principal business the providing of finance whether by making loans or advances or otherwise for any activity other than its own but does not include an Asset Finance Company.IV. Infrastructure Finance Company (IFC): IFC is a non-banking finance company a) which deploys at least 75 per cent of its total assets in infrastructure loans, b) has a minimum Net Owned Funds of ₹ 300 crore, c) has a minimum credit rating of ‘A ‘or equivalent d) and a CRAR of 15%.V. Systemically Important Core Investment Company (CIC-ND-SI): CIC-ND-SI is an NBFC carrying on the business of acquisition of shares and securities which satisfies the following conditions:-(a) it holds not less than 90% of its Total Assets in the form of investment in equity shares, preference shares, debt or loans in group companies;(b) its investments in the equity shares (including instruments compulsorily convertible into equity shares within a period not exceeding 10 years from the date of issue) in group companies constitutes not less than 60% of its Total Assets;(c) it does not trade in its investments in shares, debt or loans in group companies except through block sale for the purpose of dilution or disinvestment;(d) it does not carry on any other financial activity referred to in Section 45I(c) and 45I(f) of the RBI act, 1934 except investment in bank deposits, money market instruments, government securities, loans to and investments in debt issuances of group companies or guarantees issued on behalf of group companies.(e) Its asset size is ₹ 100 crore or above and(f) It accepts public fundsVI. Infrastructure Debt Fund: Non- Banking Financial Company (IDF-NBFC) : IDF-NBFC is a company registered as NBFC to facilitate the flow of long term debt into infrastructure projects. IDF-NBFC raise resources through issue of Rupee or Dollar denominated bonds of minimum 5 year maturity. Only Infrastructure Finance Companies (IFC) can sponsor IDF-NBFCs.VII. Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI): NBFC-MFI is a non-deposit taking NBFC having not less than 85% of its assets in the nature of qualifying assets which satisfy the following criteria:a. loan disbursed by an NBFC-MFI to a borrower with a rural household annual income not exceeding ₹ 1,00,000 or urban and semi-urban household income not exceeding ₹ 1,60,000;b. loan amount does not exceed ₹ 50,000 in the first cycle and ₹ 1,00,000 in subsequent cycles;c. total indebtedness of the borrower does not exceed ₹ 1,00,000;d. tenure of the loan not to be less than 24 months for loan amount in excess of ₹ 15,000 with prepayment without penalty;e. loan to be extended without collateral;f. aggregate amount of loans, given for income generation, is not less than 50 per cent of the total loans given by the MFIs;g. loan is repayable on weekly, fortnightly or monthly instalments at the choice of the borrowerVIII. Non-Banking Financial Company – Factors (NBFC-Factors): NBFC-Factor is a non-deposit taking NBFC engaged in the principal business of factoring. The financial assets in the factoring business should constitute at least 50 percent of its total assets and its income derived from factoring business should not be less than 50 percent of its gross income.IX. Mortgage Guarantee Companies (MGC) - MGC are financial institutions for which at least 90% of the business turnover is mortgage guarantee business or at least 90% of the gross income is from mortgage guarantee business and net owned fund is ₹ 100 crore.X. NBFC- Non-Operative Financial Holding Company (NOFHC) is financial institution through which promoter / promoter groups will be permitted to set up a new bank .It’s a wholly-owned Non-Operative Financial Holding Company (NOFHC) which will hold the bank as well as all other financial services companies regulated by RBI or other financial sector regulators, to the extent permissible under the applicable regulatory prescriptions.11. What are the powers of the Reserve Bank with regard to 'Non-Bank Financial Companies’, that is, companies that meet the 50-50 Principal Business Criteria?The Reserve Bank has been given the powers under the RBI Act 1934 to register, lay down policy, issue directions, inspect, regulate, supervise and exercise surveillance over NBFCs that meet the 50-50 criteria of principal business. The Reserve Bank can penalize NBFCs for violating the provisions of the RBI Act or the directions or orders issued by RBI under RBI Act. The penal action can also result in RBI cancelling the Certificate of Registration issued to the NBFC, or prohibiting them from accepting deposits and alienating their assets or filing a winding up petition.12. What action can be taken against persons/financial companies making false claim of being regulated by the Reserve Bank?It is illegal for any financial entity or unincorporated body to make a false claim of being regulated by the Reserve Bank to mislead the public to collect deposits and is liable for penal action under the Indian Penal Code. Information in this regard may be forwarded to the nearest office of the Reserve Bank and the Police.13. What action is taken if financial companies which are lending or making investments as their principal business do not obtain a Certificate of Registration from the Reserve Bank?If companies that are required to be registered with the Reserve Bank as NBFCs, are found to be conducting non-banking financial activity, such as, lending, investment or deposit acceptance as their principal business, without seeking registration, the Reserve Bank can impose penalty or fine on them or can even prosecute them in a court of law. If members of public come across any entity which does non-banking financial activity but does not figure in the list of authorized NBFC on RBI website, they should inform the nearest Regional Office of the Reserve Bank, for appropriate action to be taken for contravention of the provisions of the RBI Act, 1934.14. Where can one find list of Registered NBFCs and instructions issued to NBFCs?The list of registered NBFCs is available on the web site of Reserve Bank of India and can be viewed at www.rbi.org.in → Sitemap → NBFC List. The instructions issued to NBFCs from time to time are also hosted at www.rbi.org.in → Notifications → Master Circulars → Non-banking, besides, being issued through Official Gazette notifications and press releases.15. What are the regulations applicable on non-deposit accepting NBFCs with asset size of less than ₹ 500 crore?The regulation on non-deposit accepting NBFCs with asset size of less than ₹ 500 crore would be as under:(i) They shall not be subjected to any regulation either prudential or conduct of business regulations viz., Fair Practices Code (FPC), KYC, etc., if they have not accessed any public funds and do not have a customer interface.(ii) Those having customer interface will be subjected only to conduct of business regulations including FPC, KYC etc., if they are not accessing public funds.(iii) Those accepting public funds will be subjected to limited prudential regulations but not conduct of business regulations if they have no customer interface.(iv) Where both public funds are accepted and customer interface exist, such companies will be subjected both to limited prudential regulations and conduct of business regulations.16. What does the term public funds include? Is it the same as public deposits?Public funds are not the same as public deposits. Public funds include public deposits, inter-corporate deposits, bank finance and all funds received whether directly or indirectly from outside sources such as funds raised by issue of Commercial Papers, debentures etc. However, even though public funds include public deposits in the general course, it may be noted that CICs/CICs-ND-SI cannot accept public deposits.Further, indirect receipt of public funds means funds received not directly but through associates and group entities which have access to public funds.17. What are the various prudential regulations applicable to NBFCs?The Bank has issued detailed directions on prudential norms, vide Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 and Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015. Applicable regulations vary based on the deposit acceptance or systemic importance of the NBFC.The directions inter alia, prescribe guidelines on income recognition, asset classification and provisioning requirements applicable to NBFCs, exposure norms, disclosures in the balance sheet, requirement of capital adequacy, restrictions on investments in land and building and unquoted shares, loan to value (LTV) ratio for NBFCs predominantly engaged in business of lending against gold jewellery, besides others. Deposit accepting NBFCs have also to comply with the statutory liquidity requirements. Details of the prudential regulations applicable to NBFCs holding deposits and those not holding deposits is available in the section ‘Regulation – Non-Banking – Notifications - Master Circulars’ in the RBI website.18. Please explain the terms ‘owned fund’ and ‘net owned fund’ in relation to NBFCs?‘Owned Fund’ means aggregate of the paid-up equity capital, preference shares which are compulsorily convertible into equity, free reserves, balance in share premium account and capital reserves representing surplus arising out of sale proceeds of asset, excluding reserves created by revaluation of asset, after deducting therefrom accumulated balance of loss, deferred revenue expenditure and other intangible assets. 'Net Owned Fund' is the amount as arrived at above, minus the amount of investments of such company in shares of its subsidiaries, companies in the same group and all other NBFCs and the book value of debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group, to the extent it exceeds 10% of the owned fund.19. What are the responsibilities of the NBFCs registered with Reserve Bank, with regard to submission on compliances and other information?A. Returns to be submitted by deposit taking NBFCsNBS-1 Quarterly Returns on deposits in First Schedule.NBS-2 Quarterly return on Prudential Norms is required to be submitted by NBFC accepting public deposits.NBS-3 Quarterly return on Liquid Assets by deposit taking NBFC.NBS-4 Annual return of critical parameters by a rejected company holding public deposits. (NBS-5 stands withdrawn as submission of NBS 1 has been made quarterly.)NBS-6 Monthly return on exposure to capital market by deposit taking NBFC with total assets of ₹ 100 crore and above.Half-yearly ALM return by NBFC holding public deposits of more than ₹ 20 crore or asset size of more than ₹ 100 croreAudited Balance sheet and Auditor’s Report by NBFC accepting public deposits.Branch Info Return.B. Returns to be submitted by NBFCs-ND-SINBS-7 A Quarterly statement of capital funds, risk weighted assets, risk asset ratio etc., for NBFC-ND-SI.Monthly Return on Important Financial Parameters of NBFCs-ND-SI.ALM returns:(i) Statement of short term dynamic liquidity in format ALM [NBS-ALM1] -Monthly,(ii) Statement of structural liquidity in format ALM [NBS-ALM2] Half yearly,(iii) Statement of Interest Rate Sensitivity in format ALM -[NBS-ALM3], Half yearlyBranch Info returnC. Quarterly return on important financial parameters of non deposit taking NBFCs having assets of more than ₹ 50 crore and above but less than ₹ 100 croreBasic information like name of the company, address, NOF, profit / loss during the last three years has to be submitted quarterly by non-deposit taking NBFCs with asset size between ₹ 50 crore and ₹ 100 crore.There are other generic reports to be submitted by all NBFCs as elaborated in Master Circular on Returns to be submitted by NBFCs as available on www.rbi.org.in → Notifications → Master Circulars → Non-banking and Circular DNBS (IT) CC.No.02/24.01.191/2015-16 dated July 9, 2015 as available on www.rbi.org.in → Notifications.20. Whether the circular on Lending against shares dated August 21, 2014 is applicable to existing loans also?The Circular is applicable from the date of the circular and therefore the Circular shall not apply on those transactions which have been entered into prior to the date of the Circular. However, the guidelines will be applicable in case of roll-over/ renewal of loans. Guidelines will not apply to transactions where documents have been executed prior to the date of the circular and disbursement is pending.21. Will the circular on Lending against shares be applicable on restructured accounts?No. the Circular will not be applicable on restructured accounts22. Will the Circular on Lending against shares be applicable on those loans where the primary security is not shares/ units of mutual funds?Loans which are against the collateral of multiple securities and it is specifically agreed to in the agreement that primary security would be something other than shares/ units of mutual funds, LTV would not be applicable. However, reporting requirements shall remain. In cases where such differentiation is not made (thereby NBFCs can off-load shares at the instance of a default), LTV would be applicable.23. Whether LTV for loans issued against the collateral of shares is to be computed at scrip level or at portfolio level?LTV would be computed at portfolio level.24. Whether PoA/ Non-Disposal undertaking structure by whatever name called is covered under the Circular on Lending against shares?Yes, the Circular would be applicable and the type of encumbrance created is immaterial.25. Does the definition of “companies in a group” as given in Systemically Important Non-Banking Financial (non-deposit accepting or holding) companies Prudential Norms Directions, 2015 apply in respect of concentration of credit/ investment norms.No, the definition of “companies is a group” is only for the purpose of determining the applicability of prudential norms on multiple NBFCs in a group.26. Whether acquisition/ transfer of shareholding of 26 per cent or more of the paid up equity capital of an NBFC within the same group i.e. intra group transfers require prior approval of the Bank?Yes, prior approval would be required in all cases of acquisition/ transfer of shareholding of 26 per cent or more of the paid up equity capital of an NBFC. In case of intra-group transfers, NBFCs shall submit an application, on the company letter head, for obtaining prior approval of the Bank. Based on the application of the NBFC, it would be decided, on a case to case basis, whether the NBFC requires to submit the documents as prescribed at para 3 of DNBR (PD) CC Kjøpesenter Gjøvik & Hamar. 065/03.10.001/2015-16 dated July 9, 2015 for processing the application of the company. In cases where approval is granted without the documents, the NBFC would be required to submit the same after the process of transfer is complete.27. NBFCs are charging high interest rates from their borrowers. Is there any ceiling on interest rate charged by the NBFCs to their borrowers?Reserve Bank of India has deregulated interest rates to be charged to borrowers by financial institutions (other than NBFC- Micro Finance Institution). The rate of interest to be charged by the company is governed by the terms and conditions of the loan agreement entered into between the borrower and the NBFCs. However, the NBFCs have to be transparent and the rate of interest and manner of arriving at the rate of interest to different categories of borrowers should be disclosed to the borrower or customer in the application form and communicated explicitly in the sanction letter etc.28. RBI permits NBFCs to hedge their exposure through dealing in IRFs. Currently, IRFs are on single stock 10 yr 8.40% 2024 security. The Composition of Balance Sheet is mix of fixed/ floating interest rate and different credit profile. Whether 10 yr single security can be used for hedging 2-3 yr liability and asset (Duration adjusted) or can be used for investment in other long tenor securities or corporate bonds. Alternatively, whether IRFs can be used holistically for hedging assets and liabilities in dynamic interest rate scenarios within total Balance Sheet amount and within hedging definition?IRF may be used to hedge interest rate risk associated with single asset/ liability or a group of assets/ liabilities. Hence, NBFCs are permitted to use duration based hedging for managing interest rate risk.29. Whether NBFCs as trading member can participate in the IRF market only for hedging or can also take trading position?As per extant guidelines NBFCs with asset size of ₹ 1,000 cr and above are permitted to participate in IRF as trading members. While, trading members of stock exchanges are permitted to execute trades on their own account as well as on account of their clients, banks and PDs have been allowed to deal in IRF for both hedging and trading on own account and not on client’s account. Similarly, NBFCs as trading members are permitted to execute their proprietary trades and not to undertake transactions on behalf of clients.C. Residuary Non-Banking Companies (RNBCs)30. What is a Residuary Non-Banking Company (RNBC)? In what way it is different from other NBFCs?Residuary Non-Banking Company is a class of NBFC which is a company and has as its principal business the receiving of deposits, under any scheme or arrangement or in any other manner and not being Investment, Asset Financing, Loan Company. These companies are required to maintain investments as per directions of RBI, in addition to liquid assets. The functioning of these companies is different from those of NBFCs in terms of method of mobilization of deposits and requirement of deployment of depositors' funds as per Directions. Besides, Prudential Norms Directions are applicable to these companies also.31. We understand that there is no ceiling on raising of deposits by RNBCs, then how safe is deposit with them?It is true that there is no ceiling on raising of deposits by RNBCs. However, every RNBC has to ensure that the amounts deposited with it are fully invested in approved investments. In other words, in order to secure the interests of depositor, such companies are required to invest 100 per cent of their deposit liability into highly liquid and secure instruments, namely, Central/State Government securities, fixed deposits with scheduled commercial banks (SCB), Certificate of Deposits of SCB/FIs, units of Mutual Funds, etc.32. Can RNBC forfeit deposit if deposit instalments are not paid regularly or discontinued?No. Residuary Non-Banking Company cannot forfeit any amount deposited by the depositor, or any interest, premium, bonus or other advantage accrued thereon.33. What is the rate of interest that an RNBC must pay on deposits and what should be maturity period of deposits taken by them?The minimum interest an RNBC should pay on deposits should be 5% (to be compounded annually) on the amount deposited in lump sum or at monthly or longer intervals; and 3.5% (to be compounded annually) on the amount deposited under daily deposit scheme. Interest here includes premium, bonus or any other advantage, that an RNBC promises to the depositor by way of return. An RNBC can accept deposits for a minimum period of 12 months and maximum period of 84 months from the date of receipt of such deposit. They cannot accept deposits repayable on demand. However, at present, the only RNBCs in existence (Peerless) has been directed by the Reserve Bank to stop collecting deposits, repay the deposits to the depositor and wind up their RNBC business as their business model is inherently unviable.D. Definition of deposits, Eligible / Ineligible Institutions to accept deposits and Related Matters34. What is ‘deposit’ and ‘public deposit’? Is it defined anywhere?The term ‘deposit’ is defined under Section 45 I(bb) of the RBI Act, 1934. ‘Deposit’ includes and shall be deemed always to have included any receipt of money by way of deposit or loan or in any other form but does not include:i. amount raised by way of share capital, or contributed as capital by partners of a firm;ii. amount received from a scheduled bank, a co-operative bank, a banking company, Development bank, State Financial Corporation, IDBI or any other institution specified by RBI;iii. amount received in ordinary course of business by way of security deposit, dealership deposit, earnest money, advance against orders for goods, properties or services;iv. amount received by a registered money lender other than a body corporate;v. amount received by way of subscriptions in respect of a ‘Chit’.Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits ( Reserve Bank) Directions, 1998 defines a ‘ public deposit’ as a ‘deposit’ as defined under Section 45 I(bb) of the RBI Act, 1934 and further excludes the following:a. amount received from the Central/ State Government or any other source where repayment is guaranteed by Central/ State Government or any amount received from local authority or foreign government or any foreign citizen/ authority/ person;b. any amount received from financial institutions specified by RBI for this purpose;c. any amount received by a company from any other company;d. amount received by way of subscriptions to shares, stock, bonds or debentures pending allotment or by way of calls in advance if such amount is not repayable to the members under the articles of association of the company;e. amount received from directors of a company or from its shareholders by private company or by a private company which has become a public company;f. amount raised by issue of bonds or debentures secured by mortgage of any immovable property or other asset of the company subject to conditions;fa. any amount raised by issuance of non-convertible debentures with a maturity more than one year and having the minimum subscription per investor at ₹ 1 crore and above, provided it is in accordance with the guidelines issued by the Bank.g. the amount brought in by the promoters by way of unsecured loan;h. amount received from a mutual fund;i. any amount received as hybrid debt or subordinated debt;j. amount received from a relative of the director of an NBFC;k. any amount received by issuance of Commercial Paper.l. any amount received by a systemically important non-deposit taking non-banking financial company by issuance of ‘perpetual debt instruments’m. any amount raised by the issue of infrastructure bonds by an Infrastructure Finance CompanyThus, the directions exclude from the definition of public deposit, amount raised from certain set of informed lenders who can make independent decision.35. Which entities can legally accept deposits from public?Banks, including co-operative banks, can accept deposits. Non-bank finance companies, which have been issued Certificate of Registration by RBI with a specific licence to accept deposits, are entitled to accept public deposit. In other words, not all NBFCs registered with the Reserve Bank are entitled to accept deposits but only those that hold a deposit accepting Certificate of Registration can accept deposits. They can, however, accept deposits, only to the extent permissible. Housing Finance Companies, which are again specifically authorized to collect deposits and companies authorized by Ministry of Corporate Affairs under the Companies Acceptance of Deposits Rules framed by Central Government under the Companies Act can also accept deposits also upto a certain limit. Cooperative Credit Societies can accept deposits from their members but not from the general public. The Reserve Bank regulates the deposit acceptance only of banks, cooperative banks and NBFCs.It is not legally permissible for other entities to accept public deposits. Unincorporated bodies like individuals, partnership firms, and other association of individuals are prohibited from carrying on the business of acceptance of deposits as their principal business. Such unincorporated bodies are prohibited from even accepting deposits if they are carrying on financial business.36. Can all NBFCs accept deposits? Is there any ceiling on acceptance of Public Deposits? What is the rate of interest and period of deposit which NBFCs can accept?All NBFCs are not entitled to accept public deposits. Only those NBFCs to which the Bank had given a specific authorisation and have an investment grade rating are allowed to accept/ hold public deposits to a limit of 1.5 times of its Net Owned Funds. All existing unrated AFCs that have been allowed to accept deposits shall have to get themselves rated by March 31, 2016. Those AFCs that do not get an investment grade rating by March 31, 2016, will not be allowed to renew existing or accept fresh deposits thereafter. In the intervening period, i.e. till March 31, 2016, unrated AFCs or those with a sub-investment grade rating can only renew existing deposits on maturity, and not accept fresh deposits, till they obtain an investment grade rating.However, as a matter of public policy, Reserve Bank has decided that only banks should be allowed to accept public deposits and as such has since 1997 not issued any Certificate of Registration (CoR) to new NBFCs for acceptance of public deposits.Presently, the maximum rate of interest an NBFC can offer is 12.5%. The interest may be paid or compounded at rests not shorter than monthly rests. The NBFCs are allowed to accept/renew public deposits for a minimum period of 12 months and maximum period of 60 months. They cannot accept deposits repayable on demand.37. In respect of companies which do not fulfill the 50-50 criteria but are accepting deposits – do they come under RBI purview?A company which does not have financial assets which is more than 50% of its total assets and does not derive at least 50% of its gross income from such assets is not an NBFC. Its principal business would be non-financial activity like agricultural operations, industrial activity, purchase or sale of goods or purchase/construction of immoveable property, and will be a non-banking non-financial company. Acceptance of deposits by a Non-Banking Non-Financial Company are governed by the rules and regulations issued by the Ministry of Corporate Affairs.38. Why is the RBI so restrictive in allowing NBFCs to raise public deposits?The Reserve Bank's overarching concern while supervising any financial entity is protection of depositors' interest. Depositors place deposit with any entity on trust unlike an investor who invests in the shares of a company with the intention of sharing the risk as well as return with the promoters. Protection of depositors' interest thus is supreme in financial regulation. Banks are the most regulated financial entities. The Deposit Insurance and Credit Guarantee Corporation pays insurance on deposits up to ₹ One lakh in case a bank failed.39. Which are the NBFCs specifically authorized by RBI to accept deposits?The Reserve Bank publishes the list of NBFCs that hold a valid Certificate of Registration for accepting deposits on its website: www.rbi.org.in → Sitemap → NBFC List → List of NBFCs Permitted to Accept Deposits. At times, some companies are temporarily prohibited from accepting public deposits. The Reserve Bank publishes the list of NBFCs temporarily prohibited also on its website. The Reserve Bank keeps both these lists updated. Members of the public are advised to check both these lists before placing deposits with NBFCs.40. Whether NBFCs can accept deposits from NRIs?Effective from April 24, 2004, NBFCs cannot accept deposits from NRIs except deposits by debit to NRO account of NRI provided such amount does not represent inward remittance or transfer from NRE/FCNR (B) account. However, the existing NRI deposits can be renewed.41. Can a Co-operative Credit Society accept deposits from the public?No. Co-operative Credit Societies cannot accept deposits from general public. They can accept deposits only from their members within the limit specified in their bye laws.42. Can a Salary Earners’ Society accept deposits from the public?No. These societies are formed for salaried employees and hence they can accept deposit only from their own members and not from general public.43. Is nomination facility available to the Depositors of NBFCs?Yes, nomination facility is available to the depositors of NBFCs. The Rules for nomination facility are provided for in section 45QB of the Reserve Bank of India Act, 1934. Non-Banking Financial Companies have been advised to adopt the Banking Companies (Nomination) Rules, 1985 made under Section 45ZA of the Banking Regulation Act, 1949. Accordingly, depositor/s of NBFCs are permitted to nominate one person to whom the NBFC can return the deposit in the event of the death of the depositor/s. NBFCs are advised to accept nominations made by the depositors in the form similar to one specified under the said rules, viz Form DA 1 for the purpose of nomination, and Form DA2 and DA3 for cancellation of nomination and change of nomination respectively.44. How does the Reserve Bank come to know about unauthorized acceptance of deposits by companies not registered with it or of NBFCs engaged in lending or investment activities without obtaining the Certificate of Registration from it?NBFCs that ought to have sought registration from RBI but are functioning without doing so are committing a breach of law. Such companies are liable for action as envisaged under the RBI Act, 1934. To identify such entities, RBI has multiple sources of information. These include market intelligence, complaints received from affected parties, industry sources, and exception reports submitted by statutory auditors in terms of Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008. Further, the State Level Co-ordination Committees (SLCC) is convened by RBI in all the States/UTs on quarterly basis. The SLCC is now chaired by the Chief Secretary/ Administrator of the concerned State/UT and has, as its members, apart from the Reserve Bank, the Regional Directorate of the MCA/ ROC, local unit of SEBI, NHB, Registrar of Chits, ICAI, Economic Intelligence Unit of the State Police and officials from Law and Home Ministries of the State Government. As all the relevant financial sector regulators and enforcement agencies participate in the SLCC, it is possible to quickly share the information and agree on an effective course of action to be taken against entities indulging in unauthorized and suspect businesses involving funds mobilization from public.45. Can Proprietorship/Partnership Concerns associated/not associated with registered NBFCs accept public deposits?No. Proprietorship and partnership concerns are un-incorporated bodies. Hence they are prohibited under the RBI Act 1934 from accepting public deposits.46. There are many jewellery shops taking money from the public in instalments. Is this amounting to acceptance of deposits?It depends on whether the money is received as advance for delivering jewellery at a future date or whether the money is received with a promise to return the same with interest. The money accepted by Jewellery shops in instalments for the purpose of delivering jewellery at the end of the period of contract is not deposit. It will amount to acceptance of deposits if in return for the money received, the jewellery shop promises to return the principal amount along with interest.47. What action can be taken if such unincorporated entities accept public deposits? What if NBFCs which have not been authorized to accept public deposits use proprietorship/partnership firms floated by their promoters to collect deposits?Such unincorporated entities, if found accepting public deposits, are liable for criminal action. Further NBFCs are prohibited by RBI from associating with any unincorporated bodies. If NBFCs associate themselves with proprietorship/partnership firms accepting deposits in contravention of RBI Act, they are also liable to be prosecuted under criminal law or under the Protection of Interest of Depositors (in Financial Establishments) Act, if passed by the State Governments.48. What is the difference between acceptance of money by Chit Funds and acceptance of deposits?Deposits are defined under the RBI Act 1934 as acceptance of money other than that raised by way of share capital, money received from banks and other financial institutions, money received as security deposit, earnest money and advance against goods or services and subscriptions to chits. All other amounts, received as loan or in any form are treated as deposits. Chit Funds activity involves contributions by members in instalments by way of subscription to the Chit and by rotation each member of the Chit receives the chit amount. The subscriptions are specifically excluded from the definition of deposits and cannot be termed as deposits. While Chit funds may collect subscriptions as above, they are prohibited by RBI from accepting deposits with effect from August 2009.E. Depositor Protection Issues49. What are the salient features of NBFC regulations which the depositor may note at the time of investment?Some of the important regulations relating to acceptance of deposits by NBFCs are as under:The NBFCs are allowed to accept/renew public deposits for a minimum period of 12 months and maximum period of 60 months. They cannot accept deposits repayable on demand.NBFCs cannot offer interest rates higher than the ceiling rate prescribed by RBI from time to time. The present ceiling is 12.5 per cent per annum. The interest may be paid or compounded at rests not shorter than monthly rests.NBFCs cannot offer gifts/incentives or any other additional benefit to the depositors.NBFCs should have minimum investment grade credit rating.The deposits with NBFCs are not insured.The repayment of deposits by NBFCs is not guaranteed by RBI.Certain mandatory disclosures are to be made about the company in the Application Form issued by the company soliciting deposits.50. What precautions should a depositor take before placing deposit with an NBFC?A depositor wanting to place deposit with an NBFC must take the following precautions before placing deposits:That the NBFC is registered with RBI and specifically authorized by the RBI to accept deposits. A list of deposit taking NBFCs entitled to accept deposits is available at www.rbi.org.in → Sitemap → NBFC List. The depositor should check the list of NBFCs permitted to accept public deposits and also check that it is not appearing in the list of companies prohibited from accepting deposits, which is available at www.rbi.org.in → Sitemap → NBFC List → NBFCs who have been issued prohibitory orders, winding up petitions filed and legal cases under Chapter IIIB, IIIC and others.NBFCs have to prominently display the Certificate of Registration (CoR) issued by the Reserve Bank on its site. This certificate should also reflect that the NBFC has been specifically authorized by RBI to accept deposits. Depositors must scrutinize the certificate to ensure that the NBFC is authorized to accept deposits.The maximum interest rate that an NBFC can pay to a depositor should not exceed 12.5%. The Reserve Bank keeps altering the interest rates depending on the macro-economic environment. The Reserve Bank publishes the change in the interest rates on www.rbi.org.in → Sitemap → NBFC List → FAQs.The depositor must insist on a proper receipt for every amount of deposit placed with the company. The receipt should be duly signed by an officer authorized by the company and should state the date of the deposit, the name of the depositor, the amount in words and figures, rate of interest payable, maturity date and amount.In the case of brokers/agents etc collecting public deposits on behalf of NBFCs, the depositors should satisfy themselves that the brokers/agents are duly authorized by the NBFC.The depositor must bear in mind that public deposits are unsecured and Deposit Insurance facility is not available to depositors of NBFCs.The Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the financial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for repayment of deposits/discharge of the liabilities by the company.51. Does RBI guarantee the repayment of the deposits collected by NBFCs?No. The Reserve Bank does not guarantee repayment of deposits by NBFCs even though they may be authorized to collect deposits. As such, investors and depositors should take informed decisions while placing deposit with an NBFC.52. In case an NBFC defaults in repayment of deposit what course of action can be taken by depositors?If an NBFC defaults in repayment of deposit, the depositor can approach Company Law Board or Consumer Forum or file a civil suit in a court of law to recover the deposits. NBFCs are also advised to follow a grievance redress procedure as indicated in reply to question 57 below. Further, at the level of the State Government, the State Legislations on Protection of Interest of Depositors (in Financial Establishments) empowers the State Governments to take action even before the default takes place or complaints are received from depositors. If there is perpetration of an offence and if the intention is to defraud, the State Government can even attach properties.53. What is the role of Company Law Board in protecting the interest of depositors? How can one approach it?When an NBFC fails to repay any deposit or part thereof in accordance with the terms and conditions of such deposit, the Company Law Board (CLB) either on its own motion or on an application from the depositor, directs by order the Non-Banking Financial Company to make repayment of such deposit or part thereof forthwith or within such time and subject to such conditions as may be specified in the order. After making the payment, the company will need to file the compliance with the local office of the Reserve Bank of India.As explained above, the depositor can approach CLB by mailing an application in prescribed form to the appropriate bench of the Company Law Board according to its territorial jurisdiction along with the prescribed fee.

Yes it is, the only question is when? The answer to when is “when We collectively make it happen”.The next question is How? Well below I will present a method, suggestion and even a date.First We develop a Human Declaration and then We get everyone to sign it. Apps will be developed to assist and expedite registration and to accept every kind of signature, including fingerprint and retina scan, etc. At the same time each member of the Human race is identified and a Census is taken to know what are each individual’s needs, its Family, Community and Nation – short-term and long-term? Also, what are their assets? What can they contribute to the local and international Collective?With that information along with Current World stocks of unsold products in stores and warehouses along with the items that folks are willing to give away and share in goodwill, we organize and justly distribute and provide to the most needed and vulnerable. The Census system will end up as an all in one automated and integrated system that will serve as an online shopping system where everything is free but conscientiously controlled and monitored. All World data and stats will and should be viewable online without restriction or alteration. (Transparency and Honesty).In this new-updated Economic System, the variable of “Demand” ends up as what we may label as “Real-Demand” for the real-needs and wants of the whole World population will be known and updated live 24hrs a day via the CensUS system, so the Supply will naturally be in direct accordance with the needs. So world manufacturing output would have close to 99%-100% accuracy with just a few minor logical tweaks and with the aid of open and easy Feedback and reviews etc. by everyone involved from Census takers to the fabricator, distributor, installer, instructors, mechanics, technician and/or repairmen.Without the variables of cost and competition, in a short period of time products, appliances, machines, furniture, housing materials among others, will last for generations and pretty soon the rate of production for many products will drastically decrease and also the need for constant repairs.In the current capitalist system and the advent and speed of the Robotics and Automation industries soon machines will replace more than half of the world working force, so the question needs to be answered of “what will happen with these folks, let them struggle, suffer and die?” NO!The filthy-rich and powerful actually would not mind, since they sadly seek, encourage and laugh at de-population and do not care what happens to the rest.We reset and update the economic system and abolish the political systems of governmental control and exploitation of the masses.Let’s Census the World, and make sure everyone is identified and registered in the system, which will be a live system, so live that it will follow the will of the people so harmoniously and effectively that the only order and law should be for everyone to follow what is in their hearts.Love, compassion, Cooperation, sharing, giving, service, praise, peace and justice. The answer is to declare World Independence as The Human Race.We acknowledge what We have in common, which is being One Human Race and Family under 1 Supreme Creator and Architect. It is sinful, illogical, suicidal and ridiculous to continue in this system one day more.………………..THOTH, The Holiest Of The Holies,… “The dawn of a new era has been felt by millions. The signs of the end of the old era are apparent in every corner of the earth. This new era is not to return to the old, but to combine the old and the new to a synthesized (whole) way of life. The new era is the time of realizing and implementing the ancient truths combined with new technology (with the use of natural, renewable, and pollution-less resources) to improve the life of man. The new technology will free man from the mundane. The ancient truth will guide him to the Goal.This new way of life necessitates a new system to make it workable. This new era neither can exist based only on diversity and the decentralized mode of the agricultural era, nor on the centralized unified notion of the industrialized period.The coming of the new era will be more diverse than the agricultural period, but will be highly connected to the rest of humanity or even the universe. This system, therefore, has not only to recognize and accommodate for this diversity, but also to maintain the unity between the complex and interrelated components existing on earth.That is why the uniqueness of every individual and community has to be recognized, by allowing them to function based on their desired (designed) destiny and culture. However, each and every community will also be connected through their need to participate in the system. This allows diversity to exist in the unified body of humanity. The inter-relationship between them, in the long run, will gradually bring a unified and greater culture on earth.To present such a system is another main purpose of THOTH. This system is an integral part of the Eternal Divine Path and The Greatest Sign (second seal).This system will bring justice to All. Justice is closest to the Heart of God.”“The Last Testament”, O, Son Of Man, pg. viii……………………..We know and can feel that this system we live in has expired and is backward. It is destructive, oppressive, heartless, and senseless with so much unnecessary suffering, it just doesn’t feel right anymore, it doesn’t look right. We are intelligent Human Beings and beyond this pitiful social-squander that we call Life on Earth.We must accept and realize that it is not really Us (the majority - the #90percenters) whom are this way but the system itself, the 10percent of the Human Race that is stuck in survival mode instead of evolving out of primordial-man mode, beast-mode literally. Those at the top of the ladder of power, control and exploitation of the Majority World will not willfully or consciously do anything to change, so We have to. #WeWill!Thousands of years ago Humankinds numerous Cultures have shown that We are All Good GOD fearing People, kind and loving People who not only know and possess the Virtues and Values of Community Cooperation, Sharing, Justice, Equality and the rest of Positive traits that are Universal in social-nature. ……We all agree and know that We are all part of The Human Race and We have 1 Supreme Cosmic Creator.We are then logically a Family of many Children of GOD, Sistrens and Brethrens, so why are we so divided is the big question. Regardless of the long list of answers, reasons and their effects, the bottom line is We have realized that it does not have to be this way anymore. We have more in common than naught. It cannot and should-not stay this way anymore now that We know the “truth”.We are One Big Planetary Family of Conscious, Intelligent evolving Beings of the Human species. We acknowledge Our Divine roots and bonds and celebrate Our individualities and positive virtues. We must simply Unite as One. Be a team. Think and act as a team.Organize, what else! Cooperate, that’s nice! Why not? whatever is Conscious, Positive, Progressive, Fair, Holy, GODly.We can, should and will achieve Heaven on Earth very quickly, efficiently, harmoniously, intelligently and righteously. It’s Time! The time has arrived! Wake up! Unite. We organize and Do it Right.Then we naturally update our system of Socialization or economic-system. Capitalism is not an option anymore for it is outdated and has without a doubt shown that it is not the most intelligent or fair system.We have a Planet with abundant resources, knowledge, technology and laborers but yet most suffer and die.Why? The System!Why not simply and bravely, change the system? Makes sense. Why not, is the big question?Well Ok, then HOW is the next question. Well how about a small start, but when?Well best plan seems that we decide on a time and method. Right now the best official date to change completely the system over to one where We use our Hearts and Our brains is Jan 1st 2020.1/1/2020We are currently in late 2017 which equates to several hundred more days of suffering for those who still are not so sure. (smile)The next step after realization is action. It has been decided that the best plan and date to change the system is New Year’s day, Jan 1st 2020. Most of Humanity has the belief in starting the new year with a new Year with a positive resolution or plan. We can decide that on that on the 31st of Dec 2019 everyone is fired. We must in reality do a Mass Reset. Everyone is fired. Especially Politicians, Government workers, Police and military and money is abolished including all written laws. I have come to realize that the majority of Humanity has in their hearts what is fair and just. Seems like the best Judge is the Holy Spirit that is within us. Our hearts and minds are all connected to the Collective Human Conscience.We must live as if the major, governor and president is God, Jesus Christ, Buddha, etc. Human Consciousness. We need to Update Humanities Software.We see the vital need to always improve on any and everything in existence, except our social-system, the capitalist-system, the economic system, the governmental system of, mismanagement and dis-control.Why NewYearsDay? The Universal Human custom of having bright hopes and thoughts of the coming year and the New Year’s Resolutions to create new personal projects and so on. Wonderfully constructive so We utilize and strengthen this positive trait that We all have in common and use it to jumpstart #TheNewSocialSystem, #TheNewConscioussSystem.Every day of the new-new year should be spent doing something of service for your local o international community, something for your neighbor, something for Mother Earth. The ideal would be to never stop but Humankind has become a stubborn bunch (due to long term brain washing and mal-conditioning). So like a small and spoiled child, We will have to strategize and take this step by step.1 day for some will be enough. Others shall devote 7 days, others 40 days and nights. While other’s will be unrelenting for years to come until every single Human Being and Life on Planet Earth are Safe and smiling including Mother Earth herself.The order is to simply to Live, Share and Cooperate with Everyone from the Goodness in your Heart and have everyone sign the Declaration, Register and take the Census which they will be able to update as needed.For now We spread the word. Let’s start a Registry and have everyone affirm and confirm their acceptance and declaration of Human Unity.Jan 1st 2018 we crank up the engines of change World Wide until Dec 31st 2019, the day before the big change.There will be lots of crying for the closing of not only the old year but old times of struggle. From the times of our Forefathers from Adam to Moses and to Us, We have achieved and are about to awaken from Our sleep and clean up house and create Heaven on Earth as is written and destined.Jan 1st 2020, shall be the official day that Humankind officially becomes the Human Race of 2020 or whatever name We collective decide. All decisions shall be done as such, with the true collective consensus. With current technology and connectedness of the majority of the World Population it would be a cinch to provide every human being and/community with not only communication devices to voice their needs but also to provide those needs.On Jan 1st 2020. Every Group, Community, Town, Country, sub-race, Religion etc., retain Their/Our Cultural Identities but borders of division, borders by law that restrict freedom will not.Politicians, politics, bureaucracy, exploitation, classism, racism, sexism, injustice, inequality, environmental violence, etc. will be outlawed.In this new system that would no longer have the variables of competition and profit, products will be redesigned to last as long as possible, so in a short time the wasted time and resources on manufacturing inferior quality products under “planned obsolescence” would no longer be.For those of you who don’t know, “planned obsolescence” is the long time custom of manufacturers purposely creating products that will breakdown sooner or later. The sad fact is that most times the difference between making an inferior item that will break soon and one that will last forever is just a few pennies or dollars. That is how it is in a capitalist system. There is even another economic custom of the government paying farmers not to produce anything based on supply and demand factors. With the millions of starving locally and worldwide, does that make sense? No but that is natural in the capitalist system where countless tons of food are thrown away, and medicines left to expire although many suffer, all too keep the system going. But No More, I say. No more, We say.So clearly in a short time of maybe less than 5-10 years, it is envisioned that Humankind can and will easily assure that every Human Family, Community and Nation is Auto-Sustainable, Safe, Happy, Connected and Aware of Our Reality and Collective Cosmic Destiny.Some communities just need Water Wells and few Wind Generators (water and energy). Others just need some medical treatment. In a short time We can know Our World manufacturing capacity and needs with reporting and communication. We can efficiently organize and coordinate countless Humanitarian projects to elevate Humankind’s standard of Living where the disenfranchised will be raised to as high a level as they wish, while the middle class and the upper classes can reach levels that even the super-rich would not have achieved in 100s of years to come under #TheOldSystem of division and competition instead of Unity, Cooperation and Organization.First priority is the most needed populations that have been marginalized and disenfranchised, oppressed and exploited.Every community and person on the Planet Earth must be provided with at least the Basic Necessities of Life and Safety as a Universal Human Right.‘’’’’’’’’’’’’’’’’’’’’’’’’’’’’-Me dear people there is no way to make sense of a system built on inequality. We will never be able to come up with the answers to remedy any socio-economic ailment that the capitalist system bestows on Humankind by continuing in the same system of pseudo-democracy. It is more a system of exploitation and new-age wage-slavery, survival of the fittest and most ruthless. It is an outdated system that we can no longer accept as sane, sensible or logical and is actually anti-human, anti-conscience, ant-life.With the current advancements in technology, computers, software and the internet, Humankind is communicating on a Global Level where we can easily create a very efficient Human World Government without the corruptive variables and usual suspects like politicians, bureaucracy, borders, profit etc.Automation and Robotics will one day in the near future leave a growing majority out of work and in dire suffrage, so we need to ask the question now: What will happen to these folks? Especially knowing that it will surely be the majority of the current 90percenters. Let's face it People, if We allow and accept this current system for any longer only the Richest of the rich will be able to afford Life and Survival.Now the answer is simply Unity and Organization. We seek Humanity and Efficiency along with Peace, Equality, Justice, Human and Equal rights, etc.Do away with Government, Laws, Borders and money.We act and think as a Human Race. We are Pure love but the system has us fighting with eachother, instead of being peaceful, loving and compassionate beings with extraordinary potential to become a Galactic Race of People/Spirits.I know as soon as folks hear "no money" and "no government" they assume chaos will ensue and label it Anarchism, but I assure you that in the most extraordinary of circumstances Human Beings show that We are mostly all GOoD hearted folks and willing to help, collaborate and share.Without the unfair, unjust laws, governmental control and constraints, societies, locally, nationally and internationally can and will achieve a higher level of living and social happiness and progress that the current 1% elites will not be able to reach in 100's of years to come.You see, in the current system, scientists, researchers, innovators, chemists, biologists, etc., work independently instead of sharing their progress, ideas, theories, etc. If we unite as 1 unit and use the many Peer2Peer systems that enable collaboration online on a world scale We will skyrocket when it comes to innovation and the best thing, and big detail is money will be no object. We will simply do what is the most intelligent and conscious thing to do. Real simple. :)We will do what is the most heartfelt thing but also the most intelligent thing based on all that we know and don't.We must simply remove the variable of money in the equation of Human Existence and everything will be simplified and equalized.Consciousness - The Collective Human Mind is expanding to a new level. It is wonderful to realize and know that the World is finally changing; there is more than an inkling of hope at the end of the tunnel of suffering and turmoil that Humankind has been bearing for Thousands of Years now. A World Revolution has been overdue for eons, and what has started is an Internet Revolution to Jump Start Humankind’s Collective Consciousness."Separation, Division, Xenophobia and Intolerance of others that are simply different have been placed in the Psyche of the World Populace without Our/Their consent. We have been brainwashed to a really sick level, most of Us/You. The good news is that Human Consciousness is on a new level of Enlightenment and awakening.It is actually surprising that we have held on so long, suffered so long, but in the end a seemingly unnecessary level of Human suffering and division.THE SYSTEMWhat or Who is the system.My fellow Humans, We are a species, the Human Species. We are intelligent and have so much potential but what we lack is Unity and Organization. We are not united as a Race, We are divided, but this division is not due to any lack of individual or even collective evolutionary prowess. The sad truth is we are being held back and have been for thousands of years by an evil few. So the good news is that We are all Good People and all we seek is to live in peace. We are all GOD Loving People and GOoD Loving, Peaceful, Conscious Beings.Consciousness - The Collective Human Conscientiousness is expanding to a new level. It’s wonderful to realize and know that the World is Finally Changing. There is more than an inkling of hope at the end of the tunnel of suffering and turmoil, that Humankind has been bearing for Thousands of Years now. A World Revolution has been overdue for eons but the arrival of the internet has given the Human race a Virtual World which can be compared with the Collective Human Mind. What has been ignited is an Internet Revolution that is jump-starting Humankind’s Consciousness."Xenophobia and Intolerance of others that are simply different has been placed in the psyche of the World Populace without Our/Their consent. We have been brainwashed to a really sick level most of US/You. The good news is that Human Consciousness is on a new level of Enlightenment or some may say, " We are simply fed-up, fed-up of the lies, the suffering".It is actually surprising that we have held on so long, suffered so long, some more than others but way less than some but in the end an unnecessary level of suffering and division.Years ago, when I would propose to folks that we could actually unite as the One World and People we know we are and act as one together in Unison and Peace and create as much as a Heaven on Earth as is possible with current technology and resources, the reaction would be one of disbelief. I now find that most folks are in agreement and I realize that might mean that it has officially become common universal Human Knowledge and Logic. That is because a big majority are aware and awake that things do not have to be this way and should not be.Society could collectively decide on issues that affect all. The question will always be if our decision is the correct one. Do we have all the data, all the variables; know all the sides as they say. Have we taken into account the long term effect on the environment, on Human life, Longevity, etc.Capitalism as a Socio-Economic system is Outdated and is clearly a system of population control, although widely believed to be a simple and casual economic system that Humankind has lived under for 1000s of years, we must accept that it has been a long term strategy of the ruling elites/families of the world, whom pass down their riches and power from generation to generation over the years, decades and centuries. We live in a world where money is power and if you have all the money you rule the world. It seems sinisterly unfair for everyone else that has to struggle, suffer and strive for daily bread when it does not have to be this way.I know that if We simply remove world government, money, banks, capitalism, inequality, classism, borders, military, police, etc., and We Unite as the 1 Human Race We are, We would have Peace, We would have Heaven on Earth. We would have Blessed Utopia.Let Us collectively and officially declare ourselves as a Human Species that is in Cooperation with eachother, cares about eachother and is aware of the oneness of Our consciousness, We are all creations of the Creation, the Creator, GOD.We must officially acknowledge our Global Connectedness, Awareness and Consciousness as a Human Species on Planet Earth currently suffering and struggling in a chaotic system of inequality and injustice, classism and racism, unnecessary in its totality.A system of World / Management as a substitute for the former obsolete and detrimental system called capitalism which was more than an economical system it permits, enables and facilitates the mass control and exploitation of the Majority World.Questions!How do we get this to work? How do we replace the economy? Well we don’t re-create it or replace we simply make small adjustments and tweaks.We update with the simplest system utilizing the most advanced technology and systems where applicable. We will supply all demands without the variable of cost in front of the variable of Life.In the new system We allow everyone to preorder what will be manufactured. We set up a Live Human Census Database that will tell Us what to manufacture, when, how and where. We let the brains coordinate the most efficient and conscientious ways to manufacture and distribute.This way there will be 100% efficiency in production and without the negative factors of competition and profit, manufacturers or groups will instead collaborate on making the most lasting and beneficial products.With the Virtues of sharing and cooperation, along with the growing line of products and machinery that will be built to last generations along with the advent of 3DPrinters that can print up just about any item in an array of durable materials, not many manufacturing plants will be needed.What is the World’s manufacturing production capacity, to create and produce all material goods? From bread and peanut butter, to thread and pins, water filters to solar panels, medical equipment to medicine and the latest electronics?How many working machinery and manufacturing plants exist? What are their production estimates?Natural resources, tools, know-how, technology and Human will power and labor are always available.100 citizens armed with a blueprint and resources can build an automated hydroponic system in 50-60 days that can feed 10,000 forever with the maintenance of just 10 volunteers per day. The amazing fact is that after this small but valuable investment in time and resources, this building and system could produce enough Organic Food for 10,000 individuals. But even better is that it would only require maintenance from 10-100 individuals working just 1-10 hours weekly.We need to know how much can we create and in how much time. We need to know how much collective Natural Resources we collectively possess on Our Planet Earth.If we answer these questions we will know how long it would take to simply make the World Happy. Yes, why not? Instead of being stuck in this senseless system we live in and allow, let us do what we know we have to, and should, which is simply to Unite as 1 race, 1 People, 1 World and create that which we seek.Shelter, Food & Medical Attention is Priority #1Then helping every community with the tools, resources, and knowledge to become independently sustainable for as many of their basic needs as possible. Water and arable land is critical for many, for others it is transport, but many needs that folks had before this new system is implemented will change drastically.When a thorough world census is done, those analyzing the requests must be aware of those requests that are linked to the old system.So someone requesting a vehicle to travel to work or to fetch stuff, may not need it since any work they do should be local (unless for some reason they wish to) and there should be no need for much traveling for any basic necessity, be it water, food, health, medicine, hospitals, education, communication or even entertainment.Those doing the Census must have as priority to make every individual, Family and Community independent and sustainable as possible while also keeping in mind all other variables like the sustainability of the Planet itself. It makes more sense to build 1 big industrial water filter for a community, than 1000 individual small filters, while keeping in mind that every situation is different, as would be the case if those 1000 people requesting filters do not all live closeby.The system should make calculations based on type of request and the priority it has as a necessary item compared against the amount of other more urgent matters. So if at first we are busy manufacturing medical equipment, medicine and food, clothing, furniture, etc. then a request for 100 grand pianos and 50 luxury yachts under the “Just for Fun Priority” - Non Necessity Rating would be left for later.An important point to realize is that although we change the system to create a society that will be Conscious, Loving, sharing, collective, collaborative, tolerant, organic, harmonious, efficient and synchronized, this unfortunately will not guarantee total and complete bliss for each individual for We must realize that with abundance and Freedom comes responsibility. For when we Free up the Food, folks can overeat and get fat or sick. When we de-penalize the illegal drugs some folks may get addicted to those hard drugs if they are not responsible in their actions.On a positive note what may surely happen is that just like in Amsterdam where drugs were legalized, drug use went up a bit after legalization due to the curiosity factor by some new users and overindulgence by previous users, but after a few years overall use went and will go down to a level way below what it was when it was illegal. Surely because after years of a more tolerant society where there is less oppression and fear, the society feels less need to seeks drugs to escape their reality.In this new system there will be abundance and every individual will be free to do as they wish (as long as there is no external victim).THE HOLIEST OF THE HOLIES (THOTH)“Humans will never obtain peace and happiness unless they understand that no matter how great is their power, wealth, position, or philosophy, without a universal point of view and without considering the well-being of the whole universe (in individual and collective endeavors), all is in vain.If any nation, power, philosophy, religion, or anything, loses this view, it will not last long. Without the universal view, the individual or collective actions will create negative reactions and will bring the downfall of the doer.”________________________________________If you agree with the above, please share, organize and act.