VENDOR TERMS AND CONDITIONS 

You must read this Terms and Conditions (“Agreement”) in its entirety before using the website www.vistaartrade.com. These terms and conditions (the “Terms and Conditions”) govern the use of www.vistaartrade.com (the “Platform”). This Site is a Business-to-Business (B2B) platform. This Platform is owned and operated by Vistaar Trade Pvt. Ltd. (“Vistaar”). 

1.      Application and Acceptance of the Terms 
   1.  By using this Platform, you (the “Vendor” interchangeably the “User” or “you”) indicate that it has read and understood these Terms and Conditions and agree to abide by them at all times. This is a legally binding agreement between the Vendor and Vistaar. Further, our Privacy Policy describes how we collect, handle, and use the information you provide to us when you use the Platform. For an explanation of our privacy practices, please visit our Privacy Policy located at www.vistaartrade.com/privacy-policy.
   2.   By using the Platform, the Vendor agrees to the terms of this Agreement. If you do not agree, then you should not use the Platform, as further defined below. Your use of the Platform is deemed a “continuing acceptance” of this Agreement, meaning that every time that you use the Platform, you accept the then-current version of the Agreement or any of the Other Policies, even if they have changed (without notice to you) since the last time that you used the Service.
   3.  To enter into this Agreement, use the Platform, and/or create an account with us, you must be at least eighteen (18) years of age or older.  If you are not of legal age but are at least eighteen (18) years of age, then your parent or legal guardian must consent to this Agreement on your behalf before your use of the Platform, and you may only use the Services with the involvement of your parent or legal guardian. If you are under the age of thirteen (13), you may not use the Service. If you enter into this Agreement, then you are affirming that you meet these requirements and we are permitted to reasonably rely on that. If you or someone you know has created an account on this Site who is under the age of thirteen (13), please notify us at account@vistaartrade.com
2.       Definitions

 In this Agreement, the following words and expressions shall have, where the      context so permits, the following meaning ascribed to them respectively:

1.  “Commencement Date” means the date on which the Agreement was entered into;
2.  “Confidential Information” shall mean all information of a confidential nature, the misuse or disclosure of which could foreseeably damage the business or the reputation of either party either directly or indirectly. Confidential Information shall include information in whatever format (and whether or not designated as confidential or proprietary by the party disclosing it) relating to Vistaar’s and the Vendor’s business, products, business contacts, plans, operations, markets, and market opportunities, finances (including but not limited to cost estimates, charge rates, fee rates, etc.), know-how, trade secrets, and customers;
3.  “Force Majeure” means any event or circumstance beyond the concerned Party's reasonable control, including but not limited to: acts of God; war, invasion, insurrection, riot, civil commotion, or other civil or political disturbance; fire, explosion, flood, storm, earthquake, or other natural disaster; government action, including but not limited to embargoes, import or export restrictions, or changes in law or regulation; labor disputes; transportation delays; or any other cause or event beyond such Party's reasonable control. For any of these events to be a Force Majeure event, they must be beyond the reasonable control of the concerned Party;
4.  “Intellectual Property Rights” shall mean:

(a) patents, trademarks, service marks, registered designs, design rights, trade and business names, domain names, unregistered trademarks and service marks, copyrights (including without limitation future copyrights), know-how, trade secrets, database rights, rights in designs and inventions, in each case from the time such rights come into existence;

(b) applications for any of those rights (where such applications can be made); and

(c) rights of the same or similar effect or nature as or to those in (a) and/or (b) or which would in any way prevent or hinder the use or exploitation of the matters to which they relate, in each case in any jurisdiction.

3.      Sale of Services 
   1.  The Vendor must register as a member on the Platform in order to access and use the Services offered on the Platform, Further Vistaar reserves the right, without prior notice, to restrict access to or use certain Services (an any features within the Services) to paying Vendors. Further the Vistaar may reject the Vendor’s registration application for any reason whatsoever.
   2.  Premium Services: Vistaar offers i) VISTAAR GOLD Seller and ii) VISTAAR SILVER Seller Subscriptions. The services will be paid for in full when the services are ordered. These Terms and Conditions apply to all the services that are displayed on our Platform at the time you access it. All information, descriptions, or images that we provide about our services are as accurate as possible. However, we are not legally bound by such information, descriptions, or images, as we cannot guarantee the accuracy of all services we provide. You agree to purchase services from our Site at your own risk. We reserve the right to modify, reject, or cancel your order whenever it becomes necessary. If we cancel your order and have already processed your payment, we will give you a refund equal to the amount you paid. You agree that it is your responsibility to monitor your payment instrument to verify receipt of any refund.
   3.  Free Usage: We offer the following free usage of our services: Up to twenty-five (25) product listings.
   4.  Promotion Services: provided by the Vistaar pursuant to the terms hereunder shall include direct leads, homepage listing, RFQ Leads, RFQ Leads, and more.
4.      Payment Terms
   1.  We accept the following payment methods on our Platform:
      • Online Payment
      • Cash 
   2.  When you provide us with your payment information, you authorize our use of and access to the payment instrument you have chosen to use. By providing us with your payment information, you authorize us to charge the amount due to this payment instrument. If we believe your payment has violated any law or these Terms and Conditions, we reserve the right to cancel or reverse your transaction
   3.  In the event the Vendor does not pay the subscription fee within one (1) month, the subscription will be canceled.

5. Listing of Vendor’s Product

1.   The Vendor acknowledges that the Platform is a marketplace, and Vistaar acts solely as an intermediary, facilitating connections between Vendors and Platform Users.
2.   The Vendor agrees to list its Products on the Platform for sale, showcase, promote, and market to Platform Users. This includes providing detailed product descriptions, images, specifications, and other relevant information to enhance product visibility.

6.        Vendor Accounts
   1.   Upon registration on the Platform, Vistaar shall create an account and issue a password to each registered User.
   2.   The User shall be responsible for modifying/changing the password to ensure it is unique and strong. Vistaar cannot be held liable for the account’s security after it has been handed over to the User.
7.        Rights and Obligations of the Vistaar
   1.   Vistaar shall grant the Vendor access to the Platform to list, sell, showcase, promote, and market its Products as per the terms and conditions set forth in this Agreement.
   2.   Vistaar reserves the right to review and approve product listings to ensure compliance with Platform Terms and Conditions, policies, and legal requirements. Listings that do not meet these standards may be subject to removal or modification.
   3.   Vistaar is not responsible for the quality or quantity of leads generated through the Platform. The Vendor is solely responsible for assessing and engaging with leads generated.
   4.   The Vistaar shall not be liable for any damages, losses, or liabilities arising from or related to the quality, quantity, authenticity, or any other aspect of the Products listed by the Vendor.
   5.   The Vistaar shall not be responsible for any transactions, interactions, or disputes that may arise between the Vendor and Platform Users, including but not limited to issues related to purchases, deliveries, or product use.
8.        Rights and Obligations of the Vendor
   1.   The obligation of the Vendor shall not be limited to the present Clause and shall also include the obligations as contained throughout the present Agreement.
   2.   The Vendor hereby agrees to provide accurate and complete information about its products, including product descriptions, prices, availability, and any other relevant details. The Vendor shall be solely responsible for the accuracy of the information provided and for ensuring that the listed products comply with all applicable laws and regulations of Nepal.
   3.   The Vendor agrees to comply with all Platform Terms and Conditions related to product sales.
   4.   The Vendor is responsible for order fulfillment, including packaging, shipping, handling, and delivery of products sold on the Platform to Platform Users.
   5.   The Vendor shall meet its payment obligations in a timely manner.
   6.   The Vendor shall immediately inform Vistaar of any bugs or defaults that may compromise Vistaar’s Platform.
   7.   The Vendor assumes all risks associated with using the Platform and agrees to indemnify and hold harmless the Vistaar from any claims, demands, or actions arising out of or related to transactions or interactions with Platform Users.
   8.   The Vendor guarantees not to list products that are illegal, stolen or counterfeit.
   9.   That the Products do not contain any virus, spam, pyramid schemes or any similar forms
   10.              The Vendor agrees not to undertake any action to undermine the integrity of the computer systems or networks of www.vistaartrade.com and/or any other Vendor nor to gain unauthorized access to such computer systems or networks.
9.        Violations by User  
   1.   Vistaar may certify premium Vendors based on the information provided by the Vendor. In the event Vistaar verifies a Vendor and later discovers that the Vendor registered in bad faith or impersonated a third party or another Vendor, Vistaar reserves the right to suspend or delete the account and take appropriate legal action. Any damages arising directly or indirectly to Users or Vistaar due to such actions shall be the sole liability of the Vendor. The Vendor shall be responsible for paying compensation for these damages and shall indemnify Vistaar accordingly.
   2.   Vistaar may monitor your content on the platform and delete it at any time, for any reason, or without reason, without your permission. There is zero tolerance for objectionable content or abusive users. Reports are reviewed, and if found valid, appropriate action is taken. Reported content is validated and deleted if deemed objectionable. Users reported for abuse will be permanently blocked if found guilty. Vistaar does not tolerate abusive users or objectionable content.
10.   Indemnity
    1.              The Vendor shall keep Vistaar indemnified against any and all third-party claims arising directly or indirectly from the present Agreement.
    2.              Except where prohibited by law, by using this Platform, the Vendor agrees to indemnify, defend, and hold harmless the Vistaar from all costs, expenses, judgments, claims, losses, liabilities, and damages, including reasonable attorney’s fees, arising from negligence, intentional torts related to the Vendor’s use of the Platform or violation of this Agreement.
    3.              The Vendor acknowledges that the Platform is a marketplace where Vistaar acts solely as an intermediary, facilitating connections between Vendors and Platform Users. The Vendor further acknowledges that Vistaar has limited control over the data stored by the Vendor through the use of the Platform. Therefore, the Vendor indemnifies Vistaar from any claims that arise or might arise out of third parties' use of the Vendor's services where Vistaar’s Platform is utilized. This includes legal proceedings, both civil and criminal, arising out of the Vendor’s data or any other actions by the Vendor that may be considered unlawful under Nepalese law.
    4.              The Vendor hereby agrees that any claims arising out of the use of the Platform that can be solved using civil law jurisdiction shall be resolved through that jurisdiction and shall not invoke any form of criminal litigation against Vistaar for the same.
11.   Scheduled Maintenance
    1.              Vistaar may, from time to time, require updating/upgrading/maintaining their Platform, which may lead to service downtime, and the Vendor agrees to indemnify Vistaar from any claims/issues arising out of the same.
    2.              Vistaar may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such Vendors to enjoy that Service. 
12.   Warranties and Liabilities

The Vendor represents and warrants that:

1.              The Vendor is the duly incorporated and validly existing company under the law of Nepal and has the corporate power to conduct business and to enter into this Agreement; the use of the content will not violate any legal rights of any third party. 
2.              The Vendor is the lawful seller of the Product and Holds necessary approvals, licenses, permits, or any other rights to own, market, distribute, and sell the product type;
3.              That none of the materials included in the Content are unlawful, defamatory, libelous, obscene or pornographic, promotes racism or hatred based on age, gender, race, religion, caste, class.
4.              All the tax returns and reports of the Vendor required by the law to be duly filed have been filed and all taxes, obligations, fees and other governmental charges upon the Products have been paid;
5.              The Products are of merchantable quality and comply with all applicable laws and standards.
6.              Vistaar shall not be liable to the Vendor for any faults or errors in the use of the Platform if such faults or errors result from information, data, or other material supplied by the Vendor. For clarity, it is the Vendors responsibility to ensure the accuracy and compliance of their data with the Platform's requirements. The Vendor, not Vistaar, has the requisite knowledge to determine whether the data contains faults or errors, hence the Vendor is solely responsible and accountable for the Content uploaded. 
7.              In the event the Vendor fails to pay the subscription fee on time, their products may be unlisted. Vistaar is not responsible for any loss or consequences resulting from such an event.

14.   Confidentiality
    1.              The receiving Party shall not use or disclose Confidential Information of the disclosing Party for any purpose other than in connection with the performance of this Agreement. The receiving Party shall not disclose the Confidential Information of the disclosing Party to any third party without the prior written consent of the disclosing Party.
    2.              The receiving Party shall take all reasonable precautions to protect the confidentiality of Confidential Information of the disclosing Party. The receiving Party shall use the same degree of care to protect the Confidential Information of the disclosing Party as it uses to protect its own confidential information of like importance.
    3.              The receiving Party agrees that it will not disclose or use the Confidential Information of the disclosing Party in violation of this Agreement. The Receiving Party further agrees that it will promptly bring any threatened or actual breach of this Agreement to the attention of the disclosing Party. The receiving Party agrees to cooperate with the disclosing Party in any action to enforce the terms of this Agreement.
15.   Severability
    1.           If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect.
16.   Information, Communications and Notices
    1.          Any notice, letter, document, or any other form of communication hereunder from either party shall be in writing and shall be effectively given if (i) delivered personally, (ii) sent by a courier service or (iii) sent by email, to the address assigned below:
    2.          The contact address and email to be used by Vistaar shall be  info@vistaartrade.com
    3.          The contact address and email to be used by the User shall be the registered Email ID that has been used to register the account on the Platform.
    4.          Any Party hereto mentioned above may change any particulars of its address via notification to the other in the manner aforesaid.
    5.          The receipt of the information, communication, or notices shall be deemed to be the successful transmission of such information, communications, or notices to the concerned e-mail address as given above.
17.   Term, Expiry and Termination
    1.          The term of the present Agreement shall begin from the Commencement Date and shall end unless terminated in terms of Clause 17 of this Agreement.
    2.          Parties may terminate the Agreement if either Party commits a material breach of the Agreement.
    3.          Vistaar may terminate this Agreement for any reason whatsoever. 
    4.          This Agreement can be terminated in terms of Clause 18.
    5.          Clauses 10, 11, 13, 14, and 20 shall survive the expiry or termination of this Agreement.
18.   Force Majeure  
    1.          Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by or results from a Force Majeure event.
    2.          If a Party is prevented from performing its obligations under this Agreement by a Force Majeure event, such Party shall promptly notify the other Party of the event and the anticipated duration of the delay. The affected Party shall use reasonable efforts to minimize the impact of the Force Majeure event on its ability to perform its obligations under this Agreement.
    3.          If a Force Majeure event continues for more than thirty (30) days, either Party may terminate this Agreement by giving fourteen (14) days' written notice to the other Party.
19.   Miscellaneous
    1.        No Waiver

     No omission, forbearance, or delay on the part of either of the Parties hereto to enforce fully any provision of this Agreement or any other right, power, privilege, or remedy otherwise available to it shall be construed as a waiver of such provision, right, power, privilege or remedy or of a right thereafter to enforce the same.

2.        Variation

       This Agreement shall not be amended, altered, or modified except in writing by way of a separate written agreement signed by the authorized signatories of both Parties. 

3.       Independent Status

      The Vendor is prohibited from creating or assuming any obligation, whether expressed or implied, on behalf of Vistaar. It is not the intention or understanding of the Parties for this Agreement to establish any agency or representation relationship where the Vendor acts on behalf of Vistaar or its Affiliates, either explicitly or implicitly.

20.   Governing Law and Dispute Resolution
    1.       That the terms of this Agreement shall be governed by and construed in accordance with the laws of Nepal.
    2.       Any dispute whatsoever arising between or among the Parties regarding this Agreement shall be resolved through amicable resolution between the relevant Parties upon receipt of notice for amicable resolution by any Party.
    3.       If the Parties are unable to resolve any such dispute within fifteen (15) days of receipt of the notice for amicable resolution, any Party may give to the other Party a written notice of Mediation. The Parties shall appoint a Mediator who holds expertise in the said technical field.
    4.       Provided, no resolution to the dispute can be reached through such mediation within thirty (30) working days, such dispute shall be submitted exclusively to the jurisdiction of the appropriate Courts in Nepal.
21.   Entire Agreement
    1.       This Agreement contains the entire agreement and understanding of the Parties with respect to all contractual relations between the Parties and supersedes all and any prior agreements, written or oral, of whatsoever nature. Each of the Parties acknowledges that it has not been induced to enter into this Agreement by reason of any representation made by or on behalf of the other Party.