Seller Terms
Last updated 20 October 2026
1. Parties and scope
This Agreement is between AGSOFTECH, operator of the SparesYard marketplace ("SparesYard"), and the business that accepts it ("Seller"). It governs the Seller's store, listings and dealings on SparesYard, together with the Terms of Use, the policies published on the website and the Seller's plan (the "Plan"). The person accepting confirms that they are authorised to bind the Seller. In case of conflict, the Plan prevails over this Agreement on fees, and this Agreement prevails over the policies.
2. SparesYard's role
SparesYard provides an online marketplace and acts as an intermediary under the Information Technology Act, 2000. The Seller is an independent business and the seller of record of its products. SparesYard does not buy, own, hold, inspect, ship or warrant the Seller's products and is not a party to contracts between the Seller and buyers, unless agreed otherwise in writing. Nothing in this Agreement creates a partnership, agency, franchise or employment relationship.
3. Onboarding and verification
The Seller shall provide true, complete and current information and documents (including legal name, address, PAN, GSTIN where registered, IEC where it exports, bank details and authorisations) and shall update them promptly if they change. SparesYard may verify them, request more, visit or call the Seller, and refuse, suspend or close a store at its discretion. A "Verified" badge reflects SparesYard's checks at a point in time and is not a guarantee by SparesYard.
4. Listings
The Seller shall list only products it has the legal right to sell and can supply, and shall keep each listing accurate and current, including part number, description, condition, price and whether it includes taxes, minimum order quantity, stock, country of origin and its return, refund, warranty and delivery terms, as required by Rule 6 of the Consumer Protection (E-Commerce) Rules, 2020. Shared product details are maintained by SparesYard; the Seller shall report errors and shall not create duplicate products.
5. Condition, genuineness and trademarks
The Seller shall correctly state whether each product is genuine, aftermarket, used or reconditioned. "Genuine" may be used only for products made by or for the original manufacturer, supported by invoices or authorisation that the Seller shall produce on request. The Seller shall use third-party brand and model names only to describe compatibility, shall not imply affiliation with or authorisation by any manufacturer unless true and proven, and shall not sell counterfeit or infringing products. Breach of this clause is a material breach.
6. Dealing with buyers
The Seller shall respond to quote requests and messages promptly and in good faith, honour quotations it issues, issue proper tax invoices, ship as agreed, and comply with its stated return, refund and warranty terms and, at a minimum, the Returns policy published on SparesYard. The Seller is solely responsible for products, delivery, export documentation and formalities, taxes, product liability and after-sales obligations. The Seller shall maintain a contact person for buyer complaints and resolve complaints within the timelines published by SparesYard.
7. Fees, invoicing and taxes
The Seller shall pay the fees in its Plan, which may include a subscription, a setup or verification fee, a commission on orders won through SparesYard, and paid promotion. GST and other applicable taxes are payable in addition. SparesYard invoices fees monthly and they are payable within 15 days of invoice; late amounts carry interest at 1.5% per month, and SparesYard may suspend the store until paid. The Seller shall mark orders won as Won and report their value accurately, and shall not move a buyer introduced through SparesYard off the platform to avoid fees for 12 months from the introduction. SparesYard may audit order records on reasonable notice. Where SparesYard collects payments in future, it will deduct tax collected at source and tax deducted at source as required by law. Fees may be changed with 30 days' notice.
8. Data protection and confidentiality
Buyer data received through SparesYard may be used only to respond to and fulfil that buyer's request and resulting order, in compliance with the Digital Personal Data Protection Act, 2023 and other applicable law. The Seller shall keep it secure, shall not sell it or use it for unrelated marketing, and shall delete it when no longer needed. Each party shall keep the other's non-public business information confidential, except as required by law.
9. Seller's team and account security
The Seller is responsible for all acts and omissions of persons it gives access to its store, shall grant only necessary roles, keep credentials confidential, remove access promptly when no longer needed, and notify SparesYard immediately of any unauthorised access.
10. Compliance
The Seller shall comply with all applicable laws, including GST law, the Foreign Trade (Development and Regulation) Act, 1992, export controls and sanctions, anti-bribery and anti-money laundering laws, and consumer protection and legal metrology laws where they apply. The Seller shall not deal with sanctioned countries, entities or persons or for prohibited end uses, and shall not offer any improper payment or benefit to anyone in connection with SparesYard.
11. Licence to SparesYard
The Seller grants SparesYard a non-exclusive, worldwide, royalty-free licence to use, reproduce, adapt (for example resize), display and distribute its store name, logo, listings, photographs and content on the platform and in marketing of the platform, for the term of this Agreement and a reasonable period after. The Seller warrants that it has the rights to grant this licence.
12. Enforcement and suspension
SparesYard may, at its discretion and without liability, hide or remove listings, lower a store's visibility, withhold a badge or tier, or suspend or close a store, where it reasonably believes there is a breach of this Agreement or law, a risk to buyers, or a complaint from a buyer, rights owner or authority. SparesYard will tell the Seller the reason and give it an opportunity to respond, except where urgent action is needed or prohibited by law.
13. Warranties and indemnity
The Seller warrants that its products and listings comply with law and do not infringe any third-party right. The Seller shall indemnify and hold harmless SparesYard and its proprietor, employees and agents against all claims, losses, penalties and costs (including reasonable legal fees) arising from its products, listings, transactions, breach of this Agreement or of law, or infringement of third-party rights.
14. Limitation of liability
SparesYard provides the platform on an "as is" basis and does not guarantee any volume of enquiries, sales or uninterrupted availability. To the extent permitted by law, SparesYard is not liable for any indirect or consequential loss or loss of profit, revenue or business, and its total liability to the Seller in any twelve-month period shall not exceed the fees paid by the Seller to SparesYard in that period.
15. Term and termination
This Agreement starts on acceptance and continues until terminated. The Seller may terminate on 30 days' written notice after completing open orders. SparesYard may terminate on 30 days' notice for convenience, or immediately for material breach, non-payment, fraud, insolvency or legal requirement. On termination the store is removed, fees accrued remain payable, and clauses 7, 8, 13, 14 and 16 survive.
16. Governing law and disputes
This Agreement is governed by the laws of India. Disputes shall first be negotiated in good faith for 30 days and, failing settlement, finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual agreement or otherwise under that Act, seated in the city of SparesYard's registered office, in English. Subject to this, the courts of that city have exclusive jurisdiction, including for interim relief.
17. General
SparesYard may update this Agreement by publishing a new version; the Seller will be asked to accept it, and continued use of the platform after 30 days constitutes acceptance. The Seller may not assign this Agreement without SparesYard's consent. Notices may be given by email to the addresses on record or through the platform. If any provision is invalid, the rest remains in force. This Agreement, the Plan and the published policies are the entire agreement on their subject and are accepted electronically under the Information Technology Act, 2000.