Key Platform Details

• Effective Date: January 31, 2026
• Platform Name: Flint & Thread
• Company Legal Name: Flint & Thread (India) Private Limited
• Registered Office: Patancheru, Hyderabad, Telangana, India
• Applicable Categories: Clothing Fashion, Apparel, Accessories, Footwear
• Seller Types: Retailers, Wholesalers, Distributors, Manufacturers
• Payment Cycle: 7–10 days (subject to return policy)
• Digital Signature Consent: Included for online registration

Last Updated: January 31, 2026

Welcome to our Seller Platform. By registering as a seller, you agree to be bound by these Terms and Conditions.

PART I – SUPPLIER AGREEMENT,SCOPE OF AGREEMENT AND DEFINITION

This Supplier Agreement (“Agreement”) is entered into between Flint & Thread (India) Private Limited, a company registered under the Companies Act, 2013 (18 of 2013), having its registered office at Hyderabad, Telangana, India (hereinafter referred to as “Flint & Thread”, “Company”, “we”, “us”, or “our”), and the registered Supplier who lists its products and avails the services provided by Flint & Thread (“Supplier”, “you” or “your”). This Agreement is an electronic record under the Information Technology Act, 2000, and the rules made thereunder. It does not require any physical signature. By clicking “Accept” or completing registration on the platform, you acknowledge that you have read, understood, and agreed to this Agreement, including the digital signature consent for online execution. Flint & Thread and Supplier shall be individually referred to as a “Party” and collectively as the “Parties.” WHEREAS 1. Flint & Thread owns and operates the online e-commerce marketplace accessible via https://flintnthread.com and https://flintnthread.in (“Website”), enabling registered suppliers to list and sell their products directly to users of the platform. 2. The Supplier is the lawful manufacturer, retailer, wholesaler, or distributor of certain products, and intends to list and sell such products through the Website. 3. Flint & Thread provides marketing, logistics coordination, payment collection, customer service, and other related services to facilitate product sales between the Supplier and Users. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree as follows:
1. DEFINITIONS “Platform” or “Website” refers to the Flint & Thread online marketplace accessible at https://flintnthread.com and https://flintnthread.in, including all its webpages, software, databases, communication tools, and supporting infrastructure used to enable e-commerce activities. This definition also includes any sub-domains, admin panels, or digital assets owned or managed by Flint & Thread for the purpose of conducting marketplace operations. “Supplier” means any individual, business entity, or organization duly registered with the Platform, including but not limited to retailers, wholesalers, distributors, or manufacturers, Individuals, that lists and sells its products on the Platform. The Supplier shall be responsible for the authenticity, quality, legality, and safety of the Products it lists and warrants that it holds all necessary trade licenses, manufacturing permits, and distribution rights required under applicable Indian laws. “Product(s)” refers to tangible items listed for sale by the Supplier on the Platform, limited to the categories of Clothing Fashion, Apparel, Accessories, and Footwear, including variants, bundles, or promotional sets thereof. Each Product listing must include accurate details such as brand name, size, material composition, colour, description, price, and applicable taxes. All Product listings must comply with Indian legal standards, including but not limited to the Consumer Protection (E-Commerce) Rules, 2020, the Legal Metrology (Packaged Commodities) Rules, 2011, and relevant BIS quality standards. “User” means any individual consumer or business entity that accesses or uses the Platform to browse, purchase, or inquire about Products listed by Suppliers. Users are bound by the Terms of Use and Privacy Policy of the Platform and are responsible for maintaining the confidentiality of their login credentials. “Order” means a confirmed purchase request made by a User through the Platform for one or more Products listed by a Supplier. An Order is generated once a User completes the checkout and Flint & Thread issues an electronic acknowledgment. Each Order shall contain details regarding price, quantity, delivery method, payment mode, and expected shipment date. Once accepted by the Supplier, it shall be deemed a binding commercial commitment subject to the return and cancellation policy. “Services” means the comprehensive set of marketplace support functions provided by Flint & Thread to Suppliers for the facilitation of online sales and order management. These Services include, but are not limited to: • Hosting and displaying Supplier listings on the Platform; • Marketing, advertisement, and promotional activities; • Collection and settlement of payments; • Coordination of logistics and shipping; • Customer support, communication, and dispute resolution; • Data analytics, sales insights, and dashboard tools; • Enforcement of quality assurance and compliance policies. Flint & Thread may, at its sole discretion, modify, enhance, or introduce new Services as part of its continuous platform improvement.
2. SCOPE OF AGREEMENT (Expanded Version) 2.1 Nature of the Platform Flint & Thread operates and manages an online marketplace accessible through its website https://flintnthread.com and https://flintnthread.in, designed to facilitate commercial transactions between registered Suppliers and Users. The Platform provides digital tools, order management systems, and payment infrastructure to enable the listing, discovery, and sale of Products. Flint & Thread offers these facilities as a neutral technological and service intermediary and does not directly engage in the manufacture, warehousing, or ownership of any Products listed by Suppliers. 2.2 Relationship Between the Parties This Agreement establishes a principal-to-principal relationship between Flint & Thread and the Supplier. Nothing contained herein shall be construed to create any partnership, joint venture, employment, agency, franchise, or fiduciary relationship between the Parties. The Supplier acts independently and at its own discretion when offering, pricing, and fulfilling its Products on the Platform. Flint & Thread’s role is limited to enabling an efficient digital marketplace and ensuring smooth transaction processes for both Suppliers and Users. 2.3 Supplier’s Responsibilities The Supplier agrees and undertakes to: a. Maintain accurate, up-to-date, and sufficient inventory of all listed Products to ensure timely fulfilment of Orders. b. Ensure that all Products offered for sale are genuine, new, and not counterfeit, refurbished, or used, unless expressly disclosed in the listing. c. Comply with all applicable laws, including but not limited to the Consumer Protection (E-Commerce) Rules, 2020, Legal Metrology Act, 2009, Sale of Goods Act, 1930, GST regulations, and any other relevant trade or industry standards. d. Ensure that all information provided on the Platform — including price, description, images, and specifications — is truthful, accurate, and non-misleading. e. Fulfil all placed Orders promptly, ensure safe packaging, and cooperate with logistics partners designated by Flint & Thread for the smooth delivery of Products. f. Bear all risks associated with the Products until successful delivery to the User, including damage, loss, theft, or delay occurring before delivery confirmation. 2.4 Flint & Thread’s Responsibilities Flint & Thread shall: a. Operate and maintain the Platform to provide Suppliers with an accessible, secure, and functional digital interface for managing listings, Orders, and payments. b. Facilitate payment collection from Users and disburse Supplier settlements in accordance with the agreed payment cycle of 7–10 days, subject to return or cancellation policies. c. Provide reasonable marketing, promotional, and operational support to enhance Supplier visibility and sales performance on the Platform. d. Manage customer communications and service inquiries related to Orders, while coordinating with the Supplier for issue resolution. 2.5 Limitation of Role Flint & Thread does not at any stage take title, possession, or control of any Products listed by the Supplier. The Supplier shall remain solely responsible for all warranties, after-sales services, product defects, and statutory obligations related to the Products. Flint & Thread is not liable for any transaction disputes, product issues, or losses arising out of Supplier negligence, breach of law, or non-fulfilment of Orders. 2.6 Modification and Expansion of Services Flint & Thread reserves the right to modify, improve, or expand its marketplace features, systems, or support services from time to time. Any such changes shall be communicated through updates to this Agreement or through electronic notifications on the Platform, and continued use of the Platform shall constitute acceptance of such modifications.

PART II – REGISTRATION AND DOCUMENTATION

3.1 Supplier Registration Process To become an authorized seller on the Flint & Thread Platform, every prospective Supplier must complete the digital registration process provided at https://flintnthread.com and https://flintnthread.in. The registration process includes submission of required business and identification documents, acceptance of this Supplier Agreement, and consent to digital signature verification. By completing registration, the Supplier acknowledges and agrees that Flint & Thread will rely on the information provided for all operational and legal purposes related to listing, payments, and service delivery. 3.2 Mandatory Documentation The Supplier shall provide the following valid and verifiable documents during registration or at any subsequent stage, as may be requested by Flint & Thread: a. Permanent Account Number (PAN) issued by the Income Tax Department; b. Goods and Services Tax (GST) registration certificate as per applicable law; c. Proof of business address, such as utility bills, lease agreements, or registration certificates; d. Bank account details, including account number, IFSC code, and cancelled cheque for payment settlement; e. Authorized signatory details, including government-issued ID (Aadhaar, Passport, or Voter ID) of the business owner or authorized representative; f. Any trade license, incorporation certificate, or Udyam/MSME registration, if applicable; and g. Any additional compliance or certification documents required by Flint & Thread from time to time for verification or audit purposes. 3.3 Verification and Approval Flint & Thread reserves the right to validate, verify, and authenticate all documents and information submitted by the Supplier before granting account activation. This may include background checks, business validation, tax registration verification, and communication with financial institutions or regulatory authorities. Flint & Thread may, at its sole discretion, reject any registration or suspend access if any information is found to be incomplete, inaccurate, forged, or misleading. 3.4 Digital Acceptance and Consent This Agreement constitutes an electronic record under the Information Technology Act, 2000. By completing online registration and clicking “Accept” or any equivalent confirmation button, the Supplier expressly consents to be bound by the terms and conditions of this Agreement and acknowledges the use of electronic records and digital signatures for all contractual and communication purposes with Flint & Thread. 3.5 Maintenance of Updated Information The Supplier shall ensure that all registration details, including contact numbers, email addresses, business name, bank details, GST status, and operational address, are accurate, valid, and up-to-date at all times. Any changes in ownership, business structure, tax status, or banking arrangements must be immediately updated on the Platform and notified to Flint & Thread in writing. Flint & Thread shall not be held liable for any delays in payment, miscommunication, or service interruption resulting from outdated or incorrect Supplier information. 3.6 Confidentiality of Credentials Upon activation, Flint & Thread shall issue secure login credentials (username and password) to the Supplier for accessing the Seller Dashboard. The Supplier shall maintain the confidentiality of these credentials and prevent unauthorized access. Any activity performed using the Supplier’s credentials shall be deemed to have been performed by the Supplier, and Flint & Thread shall not be liable for any loss arising from misuse of login information. 3.7 Suspension or Termination of Registration Flint & Thread reserves the right to suspend, deactivate, or permanently terminate any Supplier account in the event of: a. Submission of fraudulent, forged, or unverified documents; b. Violation of Platform policies, applicable laws, or this Agreement; c. Repeated User complaints or order defaults; or d. Engagement in activities detrimental to the reputation or integrity of the Platform.

PART III – PRODUCT LISTING AND COMPLIANCE

4.1 Product Eligibility and Authorization The Supplier shall list and offer for sale only those Products that it is legally entitled to manufacture, distribute, or sell under applicable Indian laws. The Supplier warrants that all listed Products are genuine, new, and free from any third-party claims, including but not limited to trademark, copyright, design, or patent infringement. The Supplier shall not list counterfeit, pirated, or unauthorized Products under any circumstances. 4.2 Listing Standards and Accuracy Each Product listing created on the Platform must include accurate, complete, and up-to-date information, such as the Product name, title, description, technical specifications, materials used, size, color, applicable taxes, and pricing details. All images uploaded must represent the actual Product and comply with Flint & Thread’s content and image quality guidelines. Misleading or exaggerated descriptions, manipulated images, or hidden charges are strictly prohibited. 4.3 Legal and Regulatory Compliance All Products listed by the Supplier shall fully comply with: a. Consumer Protection (E-Commerce) Rules, 2020; b. Legal Metrology (Packaged Commodities) Rules, 2011; c. Intellectual Property Rights (IPR) laws; d. GST Act and Rules for proper tax display and collection; e. Any applicable Bureau of Indian Standards (BIS) or other quality certifications. The Supplier shall ensure that all labels, packaging, and marketing materials include legally required information such as MRP, manufacturing/expiry dates, country of origin, manufacturer details, and customer support contact information. 4.4 Restricted and Prohibited Products Suppliers shall not list or sell any goods that are prohibited under Indian law or under Flint & Thread’s internal policies. Prohibited categories include, but are not limited to, hazardous materials, replicas, adult content, weapons, narcotics, counterfeit goods, and any other item deemed inappropriate by Flint & Thread. 4.5 Flint & Thread’s Rights Flint & Thread reserves the right to review, monitor, and remove any listing that violates this Agreement, applicable laws, or Platform policies. Flint & Thread may also suspend or block the Supplier’s account without prior notice in cases of repeated non-compliance, customer complaints, or IP infringement notices. 4.6 Supplier’s Liability The Supplier shall be solely responsible for any legal disputes, damages, penalties, or claims arising out of the sale of non-compliant or counterfeit Products. Flint & Thread shall bear no liability for such violations, and the Supplier agrees to indemnify Flint & Thread against all resulting losses or claims.

PART IV – ORDER MANAGEMENT AND FULFILLMENT

5.1 Order Notification and Confirmation Once a User places an Order through the Platform, Flint & Thread will electronically transmit the Order details to the Supplier via the Seller Dashboard or registered email. The Supplier shall confirm dispatch of the Product within the specified processing timeline (usually within 24–48 hours) as per the Platform’s operational guidelines. Non-confirmation within the stipulated time may result in automatic cancellation of the Order. 5.2 Packaging Standards The Supplier must ensure that all Products are packaged securely and appropriately to prevent damage during transit. Packaging materials must meet the quality standards prescribed by Flint & Thread and comply with all safety and environmental norms. Packages should contain all legally required documents, such as invoices, tax receipts, or warranty cards, wherever applicable. 5.3 Shipping and Delivery Flint & Thread may either facilitate logistics through its partnered courier services or allow Suppliers to use approved third-party shipping providers. In both cases, the Supplier remains responsible for timely and secure delivery of Products to the User’s designated address. The Supplier shall provide accurate tracking information and cooperate fully with the logistics partner to ensure smooth delivery. 5.4 Timeliness and Delays The Supplier shall dispatch all Orders within the defined processing time and ensure delivery within the expected time frame communicated to the User. Any anticipated delay, stock-out, or fulfilment issue must be immediately reported to Flint & Thread. Repeated delays, cancellations, or non-fulfilment may lead to warnings, penalties, temporary suspension, or permanent delisting. 5.5 Returns, Replacements, and Cancellations The Supplier agrees to adhere to the Flint & Thread Return and Refund Policy applicable to the relevant Product category. Returned or rejected items shall be handled as per Platform guidelines. Any dispute regarding defective or damaged Products shall be resolved directly between the Supplier and Flint & Thread in good faith. 5.6 Transfer of Title and Risk Ownership and risk associated with the Product shall pass from the Supplier to the User only upon successful delivery and confirmation of receipt. Until such time, the Supplier bears full responsibility for the Product, including loss, theft, damage, or delay during storage or transportation. 5.7 Order-Related Communication All communications regarding Order updates, shipment status, or issues shall be made through the Platform’s seller interface or via registered communication channels. Suppliers shall refrain from contacting Users directly except where explicitly authorized by Flint & Thread for post-delivery support or warranty purposes. 5.8 Penalties for Non-Compliance Flint & Thread reserves the right to impose penalties, withhold payments, or suspend accounts for repeated fulfilment failures, order cancellations, or policy violations. The Supplier acknowledges that consistent non-performance adversely affects customer experience and may result in permanent removal from the Platform.

PART V – PAYMENT TERMS AND SETTLEMENT

6.1 Payment Collection Flint & Thread shall collect payments from Users on behalf of the Supplier for all confirmed Orders placed through the Platform. Payments may be received via digital wallets, debit/credit cards, UPI, COD (Cash on Delivery), or any other mode supported by the Platform. All payments are held in a designated nodal or escrow account until settlement to the Supplier in accordance with RBI and e-commerce marketplace regulations. 6.2 Settlement Cycle Subject to successful delivery and completion of the return/cancellation window, Flint & Thread shall initiate payment to the Supplier within 7 to 10 business days from the date of delivery confirmation, unless otherwise notified. Settlements are processed electronically to the Supplier’s registered bank account provided during onboarding. 6.3 Deductions and Adjustments Before making settlement, Flint & Thread is entitled to deduct the following amounts where applicable: a. Commission, service fees, or platform usage charges as per the commercial agreement; b. Payment gateway fees, transaction processing charges, or logistics costs; c. Refunds, chargebacks, or promotional discounts borne by the Supplier; d. Penalties or fines imposed for breach of operational policies; and e. Applicable taxes such as TDS or GST on service fees in accordance with Indian tax law. A detailed settlement statement reflecting gross sales, deductions, and net payout shall be made available to the Supplier via the Seller Dashboard. 6.4 Tax Compliance The Supplier is solely responsible for determining, charging, collecting, and remitting applicable taxes on the sale of Products. Flint & Thread shall deduct and remit TDS or other taxes as mandated by law and issue corresponding certificates or reports. The Supplier agrees to provide valid GSTIN and maintain proper tax invoices in accordance with the Goods and Services Tax Act, 2017. 6.5 Refunds and Chargebacks In cases where a User is refunded for any reason (including product defects, non-delivery, or order cancellation), Flint & Thread shall have the right to recover such amounts from future settlements or directly from the Supplier. The Supplier agrees that all refunds, reversals, or disputed payments shall be binding once approved by Flint & Thread in accordance with the Platform’s Return and Refund Policy. 6.6 Currency and Mode of Payment All transactions shall be denominated in Indian Rupees (INR) and settlements shall be made through electronic bank transfer (NEFT/RTGS/IMPS) only. Flint & Thread shall not make any cash payments to the Supplier under any circumstances. 6.7 Payment Hold and Reconciliation Flint & Thread may temporarily withhold payments in the following situations: a. Pending verification of documents or account details; b. Investigation of fraudulent or suspicious transactions; c. Pending resolution of User complaints, product disputes, or returns; d. When required by court order, law enforcement, or tax authorities. Upon resolution, the withheld amount shall be released in the subsequent payment cycle. The Supplier may raise reconciliation queries within 15 days of receiving the settlement statement; beyond that, statements shall be deemed final and accepted. 6.8 No Interest Policy No interest shall accrue or be payable to the Supplier on any amount held by Flint & Thread prior to settlement, including those withheld temporarily for investigation, reconciliation, or regulatory purposes. 6.9 Payment Communication All notifications, statements, and settlement confirmations shall be communicated electronically through the Seller Dashboard or to the Supplier’s registered email address. It shall be the Supplier’s responsibility to monitor and verify such communications regularly.

PART VI – RETURNS, REFUNDS, AND CANCELLATIONS

7.1 General Policy Framework Flint & Thread facilitates a transparent and fair Returns and Refunds Policy to enhance User trust and satisfaction. The Supplier agrees to comply with the Platform’s policy applicable to their Product category (Clothing, Fashion, Apparel, Accessories, or Footwear). The policy outlines the conditions under which a User may request a return, replacement, or refund, and the Supplier shall honour such requests in accordance with these terms. 7.2 Supplier’s Responsibility for Returns The Supplier acknowledges that it is solely responsible for handling returns of Products sold through the Platform. All returned Products must be received, inspected, and processed by the Supplier in accordance with the Platform’s operational timelines. The Supplier shall: a. Accept all eligible return requests raised by Users within the allowed return period; b. Ensure replacement or refund processing within the time stipulated by Flint & Thread (generally 3–7 working days after receipt of returned item); c. Bear the cost of reverse logistics for returns due to defects, damages, incorrect products, or other Supplier-related issues; and d. Ensure returned goods are properly inspected and documented before approving refund or replacement. 7.3 User-Initiated Returns and Cancellations Users may initiate a return or cancellation through the Platform under the following circumstances: a. Product received is damaged, defective, or different from the description on the Platform; b. Product does not fit or match expectations, where return policy permits; c. Delivery is delayed beyond the committed time; or d. The order was cancelled by the User before dispatch confirmation. In such cases, Flint & Thread may automatically approve the return or refund request and initiate reverse pickup through its logistics partner. 7.4 Supplier-Initiated Cancellations Suppliers shall not cancel Orders except in unavoidable circumstances such as stock unavailability or logistical failure. In the event of Supplier-initiated cancellations, Flint & Thread may impose penalties, withhold payment, or downgrade Seller performance ratings to protect User experience and platform integrity. 7.5 Refund Process and Reversals Once a return is approved, Flint & Thread will initiate refund processing to the User’s original payment method. Any refund amount already settled to the Supplier will be adjusted from the Supplier’s future payouts. If insufficient balance exists, the Supplier authorizes Flint & Thread to recover such amounts through invoice deduction or direct reimbursement. 7.6 Return Quality Verification Returned Products must be verified by the Supplier to confirm the validity of the User’s claim. If the return is deemed invalid (e.g., product used, tampered, or misused), the Supplier may reject the return request, subject to Flint & Thread’s review and approval. Flint & Thread’s decision in such cases shall be final and binding. 7.7 Return Logistics and Coordination Reverse pickup shall be arranged either through Flint & Thread’s authorized logistics partner or by the Supplier’s own courier, as permitted under the operational policy. The Supplier shall ensure timely cooperation with the logistics team to prevent delays. In cases of COD refunds, Flint & Thread shall disburse refunds to the User directly and recover the corresponding amount from the Supplier’s future settlements. 7.8 Warranty and After-Sales Support Where applicable, the Supplier shall honour manufacturer warranties and provide post-sale support directly to the User. The Supplier shall ensure clear disclosure of warranty terms in the Product listing and include warranty cards or invoices with each Product. 7.9 Repeated Returns and Quality Monitoring Flint & Thread continuously monitors return and refund ratios for quality assurance. High return rates due to defective or misrepresented Products may lead to temporary suspension, listing removal, or permanent delisting of the Supplier. The Supplier agrees to cooperate with any quality audits or corrective action plans proposed by Flint & Thread. 7.10 Dispute Resolution In the event of disagreement between the Supplier and a User regarding a return, refund, or replacement, Flint & Thread shall mediate the issue and make a final determination based on order records, communications, and photographic evidence. Both parties agree to abide by Flint & Thread’s decision as binding for settlement purposes.

PART VII – SUPPLIER OBLIGATIONS AND CODE OF CONDUCT

8.1 General Conduct The Supplier agrees to conduct business on the Platform in a professional, ethical, and lawful manner. All actions, communications, and transactions carried out by the Supplier shall reflect integrity, transparency, and respect for Users, Flint & Thread employees, and third-party service providers. Suppliers must comply with all applicable laws, including the Consumer Protection (E-commerce) Rules, 2020, Information Technology Act, 2000, and any other local or central regulations governing e-commerce activities in India. 8.2 Product Authenticity and Quality Assurance a. The Supplier guarantees that all Products listed on the Platform are authentic, brand-new, and free from defects. b. Counterfeit, used, refurbished, or misbranded goods are strictly prohibited. c. Each Product must comply with relevant BIS (Bureau of Indian Standards) certifications, labelling norms, and category-specific legal requirements (for example, Fiber content labelling for textiles, or size charts for footwear). d. Flint & Thread reserves the right to conduct random quality checks, sample inspections, or require proof of authenticity for any Product at any time. 8.3 Fair Pricing and Transparency a. The Supplier must list accurate and transparent pricing for each Product, inclusive of applicable taxes (GST). b. Any artificial inflation of prices, misleading discounts, or false “original price” claims are prohibited. c. Flint & Thread may request proof of pricing justification (such as MRP or invoice evidence) if suspicious patterns are detected. 8.4 Inventory Management a. Suppliers must maintain accurate stock information and promptly update availability to prevent overselling. b. In cases of out-of-stock or discontinued items, Suppliers shall immediately unlisted the affected Products from the Platform. c. Continuous stock unavailability or delayed fulfilment may result in temporary suspension from listing new Products. 8.5 Customer Service and Dispute Resolution a. The Supplier must respond to all customer complaints, feedback, or inquiries forwarded by Flint & Thread within 48 hours. b. Suppliers shall handle customer issues courteously and ensure satisfactory resolution through replacements, refunds, or after-sales assistance. c. Failure to provide adequate support may result in deduction of ratings, penalties, or platform delisting. 8.6 Compliance with Tax and Legal Obligations a. The Supplier must hold a valid GSTIN and comply with all tax reporting and remittance requirements as per Indian law. b. Flint & Thread shall deduct and remit applicable Tax Collected at Source (TCS) or Tax Deducted at Source (TDS) as per the Income Tax Act, 1961. c. The Supplier shall indemnify Flint & Thread against any tax liability, penalty, or legal cost arising from non-compliance or misrepresentation of tax details. 8.7 Intellectual Property and Brand Usage a. The Supplier shall not use the Flint & Thread name, logo, trademarks, or branding in any advertisement, packaging, or promotional material without written consent. b. The Supplier shall ensure that all Product listings, images, and descriptions do not infringe upon any third-party intellectual property rights, including copyrights, trademarks, or patents. c. Any violation may lead to immediate suspension, delisting, or termination of this Agreement. 8.8 Confidentiality and Data Protection a. Suppliers may gain access to sensitive User data (such as name, address, and contact details) solely for order fulfilment purposes. b. The Supplier must not store, share, or misuse User information beyond legitimate business operations. c. Any breach of data privacy will result in immediate termination and may attract civil and criminal liability under the Information Technology Act, 2000. 8.9 Ethical Conduct and Anti-Fraud Measures a. Suppliers shall not engage in fraudulent, misleading, or unethical practices, including fake reviews, manipulated ratings, or order simulation. b. Suppliers must not collude with Users or third parties to exploit the Platform’s refund, cashback, or promotional systems. c. Flint & Thread reserves the right to investigate suspected fraudulent behaviour and withhold payments during the investigation period. 8.10 Compliance Audits and Monitoring a. Flint & Thread may, from time to time, conduct audits, background verifications, or performance assessments of Suppliers. b. Suppliers must cooperate fully by providing required records, invoices, certificates, and explanations within stipulated timelines. c. Repeated non-compliance, misreporting, or concealment of material information will result in permanent suspension. 8.11 Code of Business Ethics Suppliers shall: • Treat all employees, customers, and partners with fairness and respect. • Avoid child labour, forced labour, or unsafe working conditions in any stage of their operations. • Conduct all transactions honestly and in compliance with anti-corruption and anti-bribery laws. • Ensure that all subcontractors or associates working under them also comply with these ethical standards.

PART VIII – PAYMENT TERMS AND SETTLEMENT PROCESS

9.1 Payment Overview Flint & Thread facilitates online payments from Users on behalf of the Supplier through secure and authorized payment gateways. The Platform shall collect payments for the Products sold and remit the payable amount to the Supplier after deducting applicable fees, commissions, and taxes, as per the agreed settlement cycle. 9.2 Payment Cycle and Frequency a. The standard payment settlement cycle shall be 7–10 business days from the date of successful order delivery and confirmation from the User, subject to applicable return or refund policies. b. In cases where a Product is returned or a refund is initiated within the return window, Flint & Thread shall adjust or withhold the relevant amount until the resolution is finalized. c. Flint & Thread reserves the right to modify the settlement cycle upon prior notice or as required by law or banking regulations. 9.3 Commission and Deductions a. Flint & Thread shall deduct from the gross sale amount a service fee or commission based on the applicable rate for the Supplier’s category (Clothing, Fashion, Apparel, Accessories, or Footwear). b. Deductions may also include: • Payment gateway fees; • Applicable GST on services; • Return handling fees (if applicable); • Promotional charges (if any, agreed by the Supplier). c. A detailed breakup of deductions will be reflected in the Supplier’s dashboard and accompanying settlement report. 9.4 Taxation and Compliance a. All commissions and service fees charged by Flint & Thread are subject to Goods and Services Tax (GST) as per applicable laws. b. Flint & Thread shall deduct Tax Collected at Source (TCS) or Tax Deducted at Source (TDS) under relevant provisions of the Income Tax Act, 1961, where applicable. c. The Supplier is responsible for filing their own tax returns, maintaining proper GST compliance, and providing valid tax documents to Flint & Thread upon request. d. Flint & Thread shall not be liable for any penalty or interest arising from the Supplier’s failure to comply with tax laws. 9.5 Refunds, Returns, and Adjustments a. If a User returns a Product or a refund is processed, Flint & Thread shall initiate appropriate adjustments in the Supplier’s subsequent settlements. b. In cases of fraudulent orders, chargebacks, or disputed transactions, Flint & Thread may hold or reverse the payment until the matter is resolved. c. Any overpayment or wrongful remittance identified later shall be recoverable from the Supplier’s future settlements or may be invoiced directly. 9.6 Mode of Payment a. All payments to Suppliers shall be made electronically to the verified bank account provided during registration. b. The Supplier must ensure accurate and updated bank details are maintained in their profile. Flint & Thread will not be responsible for delays or failed transactions due to incorrect bank information. c. Flint & Thread may, at its discretion, use NEFT, RTGS, IMPS, or other approved digital modes for settlement. 9.7 Payment Reports and Transparency a. Suppliers shall have access to an online dashboard displaying order-wise earnings, deductions, pending settlements, and payment history. b. Flint & Thread will also provide downloadable statements or invoices for each payout cycle. c. Any discrepancies or disputes related to payment must be reported to sellersupport@flintnthread.in within 7 working days of payment receipt. 9.8 Withholding and Suspension of Payments a. Flint & Thread may withhold or delay payments if: • There are unresolved disputes or pending investigations related to the Supplier’s activities; • Fraudulent or suspicious transactions are detected; • There are violations of the Terms of this Agreement; or • Legal, tax, or regulatory directives require such action. b. Once the matter is resolved and compliance is confirmed, withheld payments (if any) will be released to the Supplier after due verification. 9.9 No Interest Payable Suppliers acknowledge and agree that no interest shall be payable on any withheld or delayed payments due to verification, dispute, or system maintenance issues. 9.10 Final Settlement Upon Termination a. Upon termination of this Agreement, Flint & Thread shall process all pending settlements, subject to deductions, refunds, or outstanding liabilities. b. Any remaining balance payable to the Supplier will be released within 15 business days of completion of all audits and reconciliations. c. Flint & Thread reserves the right to recover any outstanding dues or overpaid amounts before making the final settlement.

PART IX – SHIPPING, LOGISTICS, AND DELIVERY TERMS

10.1 Shipping Responsibility a. The Supplier shall be solely responsible for packing, labelling, and dispatching the Products in accordance with Flint & Thread’s guidelines and delivery policies. b. All Products must be securely packaged to prevent damage or tampering during transit, and packaging materials should comply with applicable environmental and safety norms. c. The Supplier shall ensure that every shipment includes an invoice and any other legally required documentation (e.g., GST invoice, warranty card, or care instructions). 10.2 Logistics Coordination a. Flint & Thread may, at its discretion, provide or facilitate logistics support through its third-party courier partners (“Authorized Logistics Partners”) to streamline delivery operations. b. If the Supplier opts to use the Platform’s logistics service, the Supplier agrees to adhere to pickup schedules, labelling standards, and delivery timelines specified by Flint & Thread. c. If the Supplier uses its own courier service, it shall ensure tracking information and delivery proof are shared promptly through the Platform’s dashboard. 10.3 Packaging Standards and Labelling a. Each Product must be properly sealed, labelled with the correct order ID, barcode (if applicable), delivery address, and contact information. b. Suppliers must comply with Legal Metrology (Packaged Commodities) Rules, 2011, including MRP, manufacturer details, and customer care contact information on all labels. c. Non-compliance with packaging or labelling requirements may result in rejection, penalties, or listing suspension. 10.4 Dispatch and Delivery Timeline a. The Supplier must dispatch the confirmed Order within 24–48 hours of order confirmation, unless otherwise agreed. b. Repeated delays or cancellations may negatively affect the Supplier’s performance rating and may result in account suspension. c. Flint & Thread reserves the right to cancel delayed orders to protect customer experience and reliability of the Platform. 10.5 Loss, Damage, or Non-Delivery a. If the Product is lost, damaged, or undelivered in transit due to the Supplier’s negligence or improper packaging, the Supplier shall bear full responsibility and cost. b. Where Flint & Thread or its logistics partner manages the delivery, the liability shall be as per the courier’s terms and insurance coverage. c. Suppliers are encouraged to insure their shipments independently for high-value goods. 10.6 Return and Reverse Logistics a. Flint & Thread may offer a return policy to Users in accordance with applicable laws and platform guidelines. b. The Supplier shall cooperate in accepting returns and ensuring that the returned goods are inspected, restocked, or disposed of appropriately. c. Reverse pickup charges, where applicable, may be deducted from the Supplier’s settlement as per the Platform’s rate card. d. Returned items deemed defective, counterfeit, or misrepresented may result in penalties or delisting. 10.7 Delivery Confirmation and Proof a. Successful delivery shall be determined by digital confirmation from the logistics provider or acknowledgment of receipt by the User. b. The Supplier must retain shipment proof (e.g., airway bill, delivery receipt, or courier tracking details) for at least 90 days from the date of delivery. c. Disputes regarding delivery will be resolved based on the Platform’s delivery confirmation data and courier reports. 10.8 Replacement and Reshipment a. If a Product is returned for replacement, the Supplier must ship the replacement within 5-7 business days of receiving the return request. b. Repeated replacement delays or poor product quality may attract additional fees or suspension. 10.9 Non-Compliance and Penalties a. Any breach of this section, including delayed shipments, poor packaging, or non-delivery, may lead to temporary deactivation or permanent suspension. b. Flint & Thread reserves the right to charge a logistics penalty or service fee for repeated non-performance or excessive return rates.

PART X – RETURNS, REFUNDS, AND DISPUTE RESOLUTION

11.1 Return Policy Framework a. Flint & Thread allows Users to return Products within a defined return window based on the product category and nature of the item. b. The Supplier agrees to honour all return and refund requests that meet the Platform’s return policy conditions. c. Return eligibility shall depend on factors such as product damage, defect, incorrect item delivered, size mismatch, or quality concerns, as applicable to clothing, fashion, accessories, and footwear categories. d. The Supplier shall not refuse legitimate returns raised within the return period unless Flint & Thread determines that the request is fraudulent or invalid. 11.2 Return Initiation Process a. When a User raises a return request, Flint & Thread shall notify the Supplier through the Seller Dashboard or email. b. The Supplier must acknowledge the return request within 24 hours and confirm acceptance for reverse pickup. c. Reverse logistics shall be arranged by Flint & Thread or its logistics partner, and the cost of such reverse pickup may be deducted from the Supplier’s payable amount. d. The Supplier shall inspect the returned Product upon receipt and report any discrepancy or tampering within 48 hours of return delivery. 11.3 Refund Process a. Refunds to Users will be initiated by Flint & Thread upon confirmation of successful return pickup or inspection (as per the applicable policy). b. Refund amounts will be deducted from the Supplier’s next settlement. c. In the case of prepaid orders, the refund will be processed to the User’s original payment method, and in the case of COD orders, through a designated digital mode such as UPI or bank transfer. d. Flint & Thread may recover any refund amount already paid to the User directly from the Supplier’s pending settlements. 11.4 Exchange or Replacement Policy a. If a User opts for a replacement instead of a refund, the Supplier must ship the replacement Product within 2 business days after receiving the return. b. Replacement Products must be new, unused, and match the original specifications ordered. c. Repeated replacement failures or delivery delays will impact Supplier performance ratings and may result in suspension. 11.5 Responsibility for Damaged or Defective Products a. If a return is initiated due to the Product being defective, damaged, counterfeit, or misrepresented, the Supplier shall bear the full cost of return, replacement, or refund. b. Flint & Thread reserves the right to recover such amounts from the Supplier’s future settlements and may impose additional service penalties for repeated occurrences. c. Suppliers must ensure that returned goods are thoroughly inspected before restocking or relisting to prevent reoccurrence. 11.6 Chargebacks and Disputed Transactions a. In cases where a User disputes a transaction or raises a chargeback through their bank or payment provider, Flint & Thread shall provide all necessary evidence (invoices, delivery proof, etc.) to resolve the matter. b. The Supplier agrees to cooperate and provide requested documentation within 72 hours of receiving notice. c. If the chargeback is upheld against the Platform, Flint & Thread may recover the disputed amount from the Supplier’s settlement. 11.7 Fraudulent or Invalid Returns a. If Flint & Thread determines that a return or refund request is fraudulent or abusive, it may reject the User’s claim and restore the payment to the Supplier. b. The Supplier must not encourage or engage in fake return complaints, manipulated reviews, or artificial refund claims. Such actions constitute serious violations of this Agreement. 11.8 Dispute Resolution Between Parties a. Any dispute, claim, or controversy arising between Flint & Thread and the Supplier regarding this Agreement, payments, returns, or performance shall be resolved in good faith through mutual discussion within 15 business days. b. If the dispute remains unresolved, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. c. The arbitration shall be conducted by a sole arbitrator appointed by Flint & Thread, and the venue of arbitration shall be Hyderabad, Telangana, India. d. The arbitration proceedings shall be conducted in English, and the decision of the arbitrator shall be final and binding on both Parties. 11.9 Governing Law and Jurisdiction a. This Agreement and all related matters shall be governed by and construed in accordance with the laws of India. b. Subject to the arbitration clause above, courts located in Hyderabad, Telangana shall have exclusive jurisdiction over any dispute arising under this Agreement. 11.10 Communication and Escalation a. Any disputes, refund issues, or transaction queries must be communicated to Flint & Thread via the registered seller email sellersupport@flintnthread.in. b. Flint & Thread’s Seller Support Team will respond within 3 business days and aim to resolve the issue within 7 business days, depending on the nature of the query.

PART XI – INTELLECTUAL PROPERTY RIGHTS AND CONTENT USAGE

12.1 Ownership of Platform Content a. All intellectual property rights in and to the Flint & Thread Platform, including but not limited to its software, code, design, layout, user interface, logos, trademarks, graphics, images, and text, are the exclusive property of Flint & Thread (India) Private Limited. b. Nothing in this Agreement grants the Supplier any right, title, or interest in any intellectual property belonging to Flint & Thread. c. Unauthorized use, copying, or modification of any Platform content, logo, or design element is strictly prohibited and may result in legal action under applicable intellectual property laws. 12.2 Supplier Intellectual Property a. The Supplier retains ownership of all trademarks, logos, product images, brand names, and other intellectual property it legally owns or has licensed from third parties for its Products. b. By listing Products on the Platform, the Supplier grants Flint & Thread a non-exclusive, royalty-free, worldwide, transferable license to use, display, host, modify, distribute, and reproduce the Supplier’s intellectual property for the purpose of promoting and selling Products through the Platform. c. This license shall continue until all Products associated with the Supplier are delisted or this Agreement is terminated, whichever is earlier. 12.3 Product Images, Descriptions, and Listings a. The Supplier agrees to upload only original content (images, videos, text, and specifications) that they have full rights to use. b. The Supplier must not copy, plagiarize, or infringe upon the intellectual property of any third party when creating product listings. c. Flint & Thread reserves the right to modify, resize, reformat, or enhance Product images and descriptions for better display and user experience, without altering factual content. d. In cases of suspected infringement or copyright violation, Flint & Thread may immediately remove the affected listing without prior notice. 12.4 Trademarks and Brand Protection a. The Supplier must ensure that the Products sold under a particular brand name are genuine and duly authorized for sale. b. Unauthorized use of a third-party brand name, logo, or design constitutes a breach of intellectual property rights and may attract delisting, penalties, or legal proceedings. c. Suppliers are responsible for obtaining and maintaining valid brand authorization or dealership certificates where applicable. d. Flint & Thread reserves the right to request proof of authorization at any time and suspend listings pending verification. 12.5 Platform License to Display Supplier Content a. By registering and listing Products, the Supplier authorizes Flint & Thread to display, market, and advertise its Products through the Platform, social media, affiliate channels, and partner websites. b. Flint & Thread may use the Supplier’s brand name, logo, and imagery in promotional campaigns, newsletters, or advertisements solely for Platform-related promotions. c. Flint & Thread shall not claim ownership over the Supplier’s trademarks or brands; such use shall always acknowledge Supplier ownership. 12.6 Reporting of Intellectual Property Violations a. Flint & Thread maintains a Notice and Takedown Policy in compliance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. b. Any copyright or trademark holder may report infringement through Flint & Thread’s official grievance redressal system. c. Upon receiving valid notice, Flint & Thread may remove or restrict access to the allegedly infringing content while initiating an internal review. d. Suppliers found repeatedly violating IP rights may face account termination and potential legal action. 12.7 Supplier’s Warranty of Rights a. The Supplier warrants that it has all necessary rights, licenses, and authorizations to sell the Products and to use associated trademarks, images, and promotional materials. b. The Supplier shall indemnify and hold harmless Flint & Thread, its directors, officers, and employees against any loss, claim, or damage arising from intellectual property infringement, false representation, or violation of third-party rights. c. This indemnity shall survive the termination of this Agreement. 12.8 Misuse of Flint & Thread Intellectual Property a. The Supplier shall not use Flint & Thread’s name, logo, or any proprietary content on websites, packaging, business cards, or marketing materials without prior written consent. b. Any unauthorized or misleading use of the Flint & Thread identity or branding shall be treated as a serious breach of this Agreement. c. Flint & Thread may initiate legal or disciplinary action for any misuse or passing-off attempt that may harm the company’s brand reputation. 12.9 Termination of License Upon Delisting a. Upon delisting of Products or termination of this Agreement, Flint & Thread shall cease using the Supplier’s intellectual property, except for archival or audit purposes. b. The Supplier acknowledges that removal from the Platform may not immediately delete historical marketing materials or cached content hosted by third-party systems, and such instances shall not constitute a violation by Flint & Thread.

PART XII – CONFIDENTIALITY, DATA PROTECTION, AND PRIVACY OBLIGATIONS

13.1 Confidential Information Definition a. “Confidential Information” means all non-public business, technical, financial, or operational data disclosed by either Party (Flint & Thread or the Supplier) to the other, whether orally, in writing, or electronically, including but not limited to: • Customer information and purchase history • Product pricing, discount policies, and sales reports • Supplier performance analytics and logistics data • Platform algorithms, internal tools, and source code • Business strategies, financial statements, and trade secrets b. Confidential Information does not include information that: • Becomes public through no fault of the receiving Party; • Was lawfully in the possession of the receiving Party prior to disclosure; • Is obtained lawfully from a third party; or • Is independently developed without using the other Party’s confidential data. 13.2 Confidentiality Obligations a. Both Parties agree to keep all Confidential Information strictly confidential and use it solely for the purposes of performing obligations under this Agreement. b. Neither Party shall disclose or permit disclosure of any Confidential Information to third parties without prior written consent, except as required by law or regulation. c. Each Party shall ensure that its employees, contractors, and agents maintain the same level of confidentiality. d. In case of unauthorized disclosure or breach, the responsible Party must immediately notify the other Party and take reasonable steps to mitigate any resulting harm. 13.3 Customer Data and Privacy Compliance a. The Supplier acknowledges that all customer data (including names, addresses, phone numbers, and order history) collected through the Flint & Thread Platform is the exclusive property of Flint & Thread. b. The Supplier shall only use such data to fulfil orders, process returns, and provide customer service — not for marketing, advertising, or solicitation outside the Platform. c. The Supplier agrees to comply with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and all applicable data protection laws of India. d. The Supplier must not store, copy, or share customer data outside the Platform’s secure systems. e. In case of any data breach or misuse, the Supplier shall immediately inform Flint & Thread and cooperate fully in investigation and remediation. 13.4 Data Security Obligations a. The Supplier must maintain adequate technical and organizational measures to protect all Platform and customer data from unauthorized access, loss, or misuse. b. Such measures should include strong password protection, secure network connections (SSL/TLS), restricted employee access, and regular data audits. c. Flint & Thread may periodically review or audit the Supplier’s compliance with these data protection standards. d. Any identified non-compliance must be rectified within seven (7) working days of notice. 13.5 Data Retention and Deletion a. The Supplier shall retain customer and order data only for as long as necessary to fulfil transactions and comply with legal obligations (such as taxation or accounting). b. Upon delisting or termination, the Supplier must promptly delete or return all customer and Platform-related data in its possession, except where retention is legally required. c. Flint & Thread may retain anonymized transaction data for analytical and business intelligence purposes without breaching this clause. 13.6 Use of Analytics and Reports a. Flint & Thread may share sales reports, performance dashboards, and analytics data with the Supplier Panel for operational purposes. b. Such reports shall remain the intellectual property of Flint & Thread and must not be disclosed to any third party. c. The Supplier is prohibited from reverse-engineering, scraping, or using any automation tool to extract or replicate Platform data. 13.7 Marketing and Communication Limits a. The Supplier shall not directly contact Flint & Thread’s customers through any external channel (email, phone, social media, etc.) for promotions or future sales. b. All customer communication shall occur only through official Platform channels. c. Violation of this clause will result in immediate account suspension and may attract legal action for privacy violation and unfair trade practices. 13.8 Breach and Liability a. Any unauthorized access, misuse, or disclosure of Confidential or Customer Data by the Supplier shall constitute a material breach of this Agreement. b. Flint & Thread reserves the right to suspend or terminate the Supplier’s account and claim damages arising from such breach. c. The Supplier agrees to indemnify and hold harmless Flint & Thread from all losses, penalties, or claims arising due to data or confidentiality violations by the Supplier or its employees. 13.9 Survival of Obligations All confidentiality, privacy, and data protection obligations under this Section shall survive termination or expiration of this Agreement for a minimum period of three (3) years.

INDEMNIFICATION AND LIABILITY

14.1 General Indemnity a. The Supplier agrees to fully indemnify, defend, and hold harmless Flint & Thread (India) Private Limited, its affiliates, directors, officers, employees, and agents (“Indemnified Parties”) from and against all losses, damages, costs, claims, expenses, demands, penalties, and liabilities (including reasonable legal fees) arising out of or in connection with: • Any breach of this Agreement or the policies of Flint & Thread; • Any violation of applicable laws, rules, or regulations by the Supplier; • Any incorrect, misleading, or infringing information provided in relation to Product listing, pricing, labelling, or description; • Any claim that the Product or its packaging violates any intellectual property or proprietary right of a third party; • Any defect, non-conformity, or safety issue in the Product supplied; • Any act, omission, or negligence of the Supplier, its employees, or agents; • Any customer complaint or claim arising due to product quality, delivery delays, or non-compliance. b. The Supplier’s indemnification obligations shall survive the termination or expiration of this Agreement. 14.2 Product Liability a. The Supplier acknowledges that Flint & Thread acts solely as a facilitator and not as the manufacturer, seller, or distributor of the Products. b. The Supplier shall be solely responsible for all product liability claims, including damages arising from defective, counterfeit, or expired goods. c. The Supplier shall maintain adequate product liability insurance (if applicable) to cover claims or damages arising from the sale or use of Products listed on the Platform. d. Flint & Thread reserves the right to provide Supplier details to any customer, regulatory authority, or court for resolution of such claims. 14.3 Limitation of Liability of Flint & Thread a. Flint & Thread shall not be liable for: • Any indirect, incidental, punitive, or consequential damages, including loss of profit, revenue, or goodwill; • Any delay or failure in performance resulting from events beyond its reasonable control (force majeure, system outage, third-party service disruption, etc.); • Any inaccurate information provided by the Supplier or Users; • Any third-party claims or legal proceedings arising due to actions or omissions of the Supplier. b. The total liability of Flint & Thread, whether in contract, tort, or otherwise, shall not exceed the total commission fees received from the Supplier in the three (3) months immediately preceding the event giving rise to the claim. 14.4 Limitation of Liability of Supplier a. The Supplier shall be liable for all losses, damages, penalties, or legal costs caused due to its non-compliance or negligence. b. Flint & Thread reserves the right to deduct any such recoverable amounts from the Supplier’s future payouts, settlements, or account balance. c. The Supplier shall cooperate with Flint & Thread in defending any claim, including providing documents, product samples, and factual clarifications. 14.5 Third-Party Claims and Settlements a. If any third-party (including a User) raises a claim or legal action relating to a Product or transaction, Flint & Thread shall promptly notify the Supplier. b. The Supplier shall bear the cost and responsibility for defending and resolving the claim. c. Flint & Thread shall have the right, but not the obligation, to participate in such proceedings and approve any settlement that affects its reputation, finances, or business interests. 14.6 Claims Due to Intellectual Property Infringement a. If a Product or listing is alleged to infringe the intellectual property rights of a third party, Flint & Thread may, at its discretion: • Remove or disable the listing temporarily; • Seek clarification or documentation from the Supplier; • Withhold settlements pending resolution of the claim. b. The Supplier shall indemnify Flint & Thread against any damages, settlements, or expenses arising from such infringement. 14.7 Claims Due to Customer or Regulatory Actions a. The Supplier shall be solely responsible for responding to any consumer complaints, government notices, or legal summons related to the Products. b. Flint & Thread may assist in communication or documentation but shall not be held liable for the outcome or penalties arising therefrom. c. Repeated violations or unresolved complaints may lead to permanent blacklisting of the Supplier from the Platform. 14.8 Recovery and Set-Off Flint & Thread shall have the right to recover or set off any amounts due from the Supplier, including penalties, returns, refunds, or indemnified claims, against any future payments or credits due to the Supplier. 14.9 Survival The obligations under this Section (Indemnification and Liability) shall survive the termination or expiration of this Agreement for a period of five (5) years or until all pending claims are resolved, whichever is later.

TERMINATION AND SUSPENSION OF ACCOUNT

15.1 Term and Continuity This Agreement shall remain valid and in effect from the date of Supplier registration and shall continue until terminated by either Party in accordance with this Section. The Supplier’s continued use of the Platform constitutes ongoing acceptance of all updated terms and conditions. 15.2 Voluntary Termination by Supplier a. The Supplier may terminate this Agreement at any time by providing a 30-day written notice to Flint & Thread at sellersupport@flintnthread.in. b. Before termination becomes effective, the Supplier must: • Fulfil all pending Orders; • Settle outstanding dues, including fees, refunds, and penalties; • Remove all active listings from the Platform; • Return any property, materials, or confidential information belonging to Flint & Thread. c. Flint & Thread reserves the right to withhold final settlement payments until all post-termination obligations are met. 15.3 Termination by Flint & Thread Flint & Thread may terminate or suspend the Supplier’s account immediately, without prior notice, if: a. The Supplier breaches any term or condition of this Agreement or related platform policy; b. The Supplier fails to comply with applicable laws or government regulations; c. False, misleading, or fraudulent documents or listings are detected; d. The Supplier’s Products generate repeated customer complaints or legal claims; e. The Supplier’s activities harm the reputation, security, or operations of Flint & Thread; f. The Supplier becomes insolvent, files for bankruptcy, or discontinues its business operations; g. The Supplier engages in unfair trade practices, fake order creation, or review manipulation. 15.4 Suspension of Account a. Flint & Thread reserves the right to suspend access to the Supplier’s account temporarily if: • The Supplier’s conduct is under investigation; • A payment or refund dispute remains unresolved; • A technical or compliance audit is in progress; • Product listings are found non-compliant or infringing. b. During suspension: • The Supplier may not list new Products or modify existing listings; • Settlements may be withheld pending resolution; • Orders in transit must still be fulfilled. c. Upon satisfactory resolution of the issue, Flint & Thread may reinstate the Supplier’s account at its sole discretion. 15.5 Termination Due to Legal or Regulatory Orders If Flint & Thread receives an official direction or notice from a court, regulatory body, or government authority to disable, suspend, or terminate the Supplier’s access, such termination shall be immediate and binding without liability. 15.6 Effect of Termination Upon termination: a. The Supplier’s account and listings shall be deactivated from the Platform; b. All rights and licenses granted under this Agreement shall immediately cease; c. Flint & Thread shall settle all undisputed dues (after deductions) within 45 days, subject to compliance verification; d. The Supplier must delete or return all confidential information, trade materials, and documents belonging to Flint & Thread; e. Any pending disputes, refund obligations, or indemnification claims shall continue to bind the Supplier even after termination. 15.7 Survival of Clauses The following provisions shall survive termination: • Confidentiality (Section 13) • Indemnification and Liability (Section 14) • Payment Recovery (Section 6.8 and 14.8) • Governing Law and Dispute Resolution (Section 16) • Intellectual Property and Compliance obligations 15.8 No Compensation for Termination The Supplier acknowledges that termination or suspension shall not entitle them to any form of compensation, loss of business claims, or goodwill reimbursement. Flint & Thread shall not be responsible for any loss of sales, profits, or reputation resulting from account suspension or termination. 15.9 Re-registration A Supplier whose account has been terminated or blacklisted may reapply for registration only with prior written approval from Flint & Thread. Approval or rejection shall be at Flint & Thread’s sole discretion, and re-registration may be subject to stricter verification or financial conditions.

GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

16.1 Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of India, without regard to any conflict of law principles. Both Parties agree that all rights and obligations under this Agreement shall be interpreted in alignment with applicable Indian statutes, including but not limited to the Information Technology Act, 2000, the Indian Contract Act, 1872, the Consumer Protection Act, 2019, and relevant Intellectual Property and E-commerce Guidelines issued by the Government of India. 16.2 Jurisdiction In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the courts at Hyderabad, Telangana, India, shall have exclusive jurisdiction. The Supplier expressly agrees to submit to the personal jurisdiction of such courts. 16.3 Dispute Resolution Mechanism a. Amicable Settlement: • In the first instance, the Parties shall attempt to resolve any dispute or claim through good-faith negotiations within 15 (fifteen) business days from the date one Party notifies the other of the dispute in writing. • If no amicable settlement is reached within this period, the dispute shall be referred to arbitration as described below. b. Arbitration: • Any dispute or claim that cannot be resolved amicably shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended. • The arbitration proceedings shall be conducted by a sole arbitrator appointed mutually by the Parties. • The venue and seat of arbitration shall be Hyderabad, Telangana, India. • The language of arbitration shall be English. • The decision or award of the arbitrator shall be final and binding upon both Parties. c. Interim Relief: • Nothing in this clause shall prevent either Party from seeking interim or injunctive relief from a competent court of law in Hyderabad, Telangana, to protect its rights pending the completion of arbitration. 16.4 Costs of Arbitration Each Party shall bear its own legal and administrative costs related to arbitration, while the arbitrator’s fees and expenses shall be shared equally between the Parties, unless the arbitrator decides otherwise in the final award. 16.5 Enforcement of Award The arbitral award may be enforced by either Party in any court of competent jurisdiction in India, and both Parties agree to comply with the award without delay or objection, except as permitted under Indian law. 16.6 Continued Obligations During Dispute The Supplier agrees that during the pendency of any dispute or arbitration proceedings, it shall continue to perform its obligations under this Agreement, including order fulfilment and customer support, unless specifically directed otherwise by Flint & Thread. 16.7 Time Limitation for Claims No action, claim, or proceeding arising under this Agreement shall be brought by either Party more than one (1) year after the cause of action has arisen, unless such limitation is extended by applicable law. 16.8 Waiver of Class Actions Both Parties agree that disputes will be resolved only on an individual basis, and neither Party shall bring or participate in any class, consolidated, or representative action arising from or relating to this Agreement.4

INTELLECTUAL PROPERTY RIGHTS

17.1 Ownership of Platform IP a. The Supplier acknowledges that all rights, title, and interest in and to the Platform (https://flintnthread.com and https://flintnthread.in), including but not limited to its design, layout, software, source code, trade name, logos, graphics, text, audio, video, trademarks, and all related intellectual property (“Flint & Thread IP”), are and shall remain the exclusive property of Flint & Thread (India) Private Limited. b. Except for the limited rights expressly granted in this Agreement, no right, title, or interest in the Flint & Thread IP is transferred to the Supplier. c. The Supplier shall not copy, modify, reverse-engineer, translate, decompile, or create derivative works of any part of the Platform, nor use the Flint & Thread IP for any purpose other than the sale of Products on the Platform. 17.2 Supplier’s Intellectual Property a. The Supplier represents and warrants that it owns or is duly authorized to use all trademarks, copyrights, brand names, product images, and materials used in connection with the Products listed on the Platform. b. By listing Products, the Supplier grants Flint & Thread a non-exclusive, worldwide, royalty-free license to use, display, reproduce, distribute, and promote the Supplier’s trademarks, images, and product information solely for marketing, advertisement, and operational purposes related to the Platform. c. Such license shall automatically terminate upon deactivation of the Supplier’s account, except where the content is used in archived or historical materials. 17.3 Restrictions on Use a. The Supplier shall not use the Flint & Thread brand name, logo, or trademarks in any manner that: • Misrepresents affiliation, partnership, or endorsement; • Causes confusion among consumers; • Damages Flint & Thread’s goodwill or reputation. b. Any unauthorized use of the Flint & Thread IP shall be considered a material breach of this Agreement and may result in legal action. 17.4 Product Content and Listing Materials a. The Supplier shall ensure that all product titles, descriptions, specifications, and images uploaded on the Platform are original, lawful, and non-infringing. b. Flint & Thread may review, edit, or remove content that violates intellectual property laws, platform standards, or third-party rights. c. The Supplier shall be solely responsible for obtaining any required permissions, licenses, or rights from third parties for materials it uploads or uses in its listings. 17.5 Third-Party IP Claims a. In the event of any intellectual property infringement claim (such as trademark, patent, or copyright violation) arising from a Supplier’s listing or product, Flint & Thread may: • Suspend or remove the infringing listing(s); • Withhold settlements pending resolution of the claim; • Require the Supplier to provide relevant documentation or ownership proof; • Cooperate with law enforcement or IP authorities. b. The Supplier shall indemnify Flint & Thread from all damages, penalties, or losses arising from such claims as outlined in Section 14 (Indemnification and Liability). 17.6 Content Ownership and Removal Rights a. Flint & Thread reserves the right to archive or delete any content, listings, or images from the Platform that are inactive, outdated, or non-compliant. b. Upon termination of the Supplier’s account, Flint & Thread may retain necessary records or media for compliance, legal, or audit purposes. 17.7 Confidentiality of Platform Data a. All Platform data, analytics, customer information, and technical systems constitute confidential and proprietary information of Flint & Thread. b. The Supplier shall not access, extract, reproduce, or share any customer data or Platform analytics except as necessary for processing Orders. c. Any misuse, sale, or unauthorized disclosure of such data shall constitute a serious breach and may attract legal and regulatory penalties under the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and any other applicable laws. 17.8 Survival The intellectual property obligations under this Section shall survive the termination of this Agreement indefinitely, to protect both Flint & Thread’s and the Supplier’s proprietary rights.

CONFIDENTIALITY AND DATA PROTECTION

18.1 Definition of Confidential Information For the purposes of this Agreement, “Confidential Information” shall mean all non-public, proprietary, or sensitive data disclosed by one Party to the other, whether orally, in writing, or through digital communication. This includes but is not limited to: • Business operations, marketing strategies, and pricing data; • Supplier or customer information, including contact details and purchase history; • Financial statements, payment data, and settlement reports; • Platform analytics, algorithms, and system architecture; • Product performance data and sales insights; and • Any other information designated as confidential or reasonably understood to be confidential. Confidential Information does not include data that: (a) becomes publicly available through lawful means; (b) was already in the receiving Party’s possession prior to disclosure; (c) is independently developed without reference to the disclosing Party’s information; or (d) is disclosed under compulsion of law or government authority, with prior notice to the disclosing Party. 18.2 Obligations of Confidentiality a. Each Party agrees to maintain the confidentiality of the other’s information using at least the same degree of care it applies to protect its own confidential data, but not less than reasonable care. b. The Supplier shall not disclose, share, or use Flint & Thread’s confidential data except as required for fulfilling Orders or complying with legal obligations. c. The Supplier shall restrict access to confidential information only to its authorized employees, agents, or service providers who have a legitimate need to know and are bound by confidentiality obligations. d. The Supplier shall immediately notify Flint & Thread of any unauthorized access, disclosure, or suspected data breach involving confidential information. 18.3 Customer Data Protection a. The Supplier acknowledges that customer data, including names, addresses, contact numbers, and order details (“Customer Data”), is the property of Flint & Thread. b. The Supplier may use such data solely for the purpose of fulfilling confirmed Orders placed on the Platform. c. The Supplier shall not store, copy, sell, transfer, or use Customer Data for marketing, advertising, or any other purpose beyond order fulfilment. d. Unauthorized use or sharing of Customer Data shall constitute a material breach and may attract penalties, suspension, or legal action. 18.4 Data Security Standards a. The Supplier shall implement and maintain appropriate technical and organizational measures to safeguard data against unauthorized access, loss, alteration, or destruction. b. This includes secure handling of digital files, restricted access controls, and secure communication channels when transmitting data. c. If the Supplier uses third-party logistics, fulfilment, or IT partners, it shall ensure that those parties also comply with equivalent data protection standards. 18.5 Legal and Regulatory Compliance a. Both Parties shall comply with the provisions of the Information Technology Act, 2000, and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, along with any other applicable privacy laws in India. b. Flint & Thread may audit or verify the Supplier’s data handling practices to ensure compliance. c. In case of any data breach, the Supplier shall immediately inform Flint & Thread in writing and cooperate fully in investigation, mitigation, and reporting to authorities if required. 18.6 Use of Platform Analytics a. Flint & Thread may collect and analyse aggregate, anonymized data relating to Supplier performance, product trends, and customer behaviour to enhance its services. b. Such aggregated data shall not be considered confidential information and may be used by Flint & Thread for internal reports, research, or public insights, provided that individual Supplier identity is not disclosed. 18.7 Return or Destruction of Data Upon termination or expiry of this Agreement, or upon written request by Flint & Thread: a. The Supplier shall return or permanently delete all confidential or customer data obtained during its engagement; b. A written confirmation of data deletion must be provided within 15 days; c. Flint & Thread reserves the right to retain copies of necessary records for regulatory, tax, or audit purposes in accordance with applicable laws. 18.8 Remedies for Breach a. Any breach of confidentiality or misuse of Customer Data by the Supplier shall be considered a material and irreparable violation of this Agreement. b. Flint & Thread shall be entitled to seek immediate injunctive relief, suspension of account, and/or legal damages without prejudice to other rights available under law. 18.9 Survival The confidentiality and data protection obligations under this Section shall survive the termination of this Agreement for a period of five (5) years, or longer where legally required.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

19.1 Mutual Representations Each Party represents and warrants to the other that: a. It has full power, legal right, and authority to enter into and perform its obligations under this Agreement; b. The execution and performance of this Agreement do not violate any applicable law, court order, or contractual obligation; c. This Agreement constitutes a valid, binding, and enforceable obligation under applicable Indian law; d. It shall perform all activities in a lawful, professional, and ethical manner consistent with industry standards. 19.2 Supplier’s Representations and Warranties The Supplier specifically represents, warrants, and covenants that: a. Business Legitimacy: • The Supplier is a legally registered entity under applicable Indian laws and has valid licenses, registrations, and tax compliances including GSTIN, PAN, and other relevant permits. • The Supplier shall maintain such validity throughout the term of this Agreement. b. Ownership and Rights to Sell: • The Supplier owns or has valid distribution or resale rights for all Products listed on the Platform. • The sale or listing of such Products does not violate any third-party rights, including trademarks, copyrights, designs, or patents. c. Product Quality and Authenticity: • All Products offered shall be genuine, new, and free from defects, and shall conform to the quality standards, brand specifications, and applicable labelling or safety regulations. • The Supplier shall not list counterfeit, refurbished, or expired goods under any circumstances. d. Legal Compliance: • All Products shall comply with applicable Indian laws, including but not limited to the Legal Metrology Act, 2009, Consumer Protection Act, 2019, and Drugs and Cosmetics Act (if applicable). • The Supplier shall not list prohibited, restricted, or hazardous goods as per government guidelines or Platform policy. e. Tax and Invoicing: • The Supplier shall issue proper GST-compliant invoices for every Order. • It shall accurately declare sales, remit applicable taxes, and maintain records as required by law. f. Product Listing Accuracy: • All product information including titles, descriptions, pricing, images, and availability shall be true, complete, and not misleading. • Any error or misrepresentation shall be immediately corrected by the Supplier. g. Service and Delivery: • The Supplier shall ensure timely dispatch and delivery of Orders using approved logistics channels. • Packaging shall be secure, tamper-proof, and compliant with applicable transport and safety standards. h. Non-Infringement: • The Supplier shall ensure that none of its Products, content, or listings infringe upon any intellectual property or privacy rights of third parties. i. No Misuse of Platform: • The Supplier shall not engage in fraudulent activities, fake orders, artificial inflation of ratings, or manipulation of reviews. • It shall not attempt to bypass the Platform’s transaction process or solicit Users directly. j. Cooperation with Platform: • The Supplier shall cooperate with Flint & Thread in case of audits, investigations, or consumer complaints. • All communication with Users shall be courteous, transparent, and professional. 19.3 Flint & Thread’s Representations and Warranties Flint & Thread represents that: a. It is duly incorporated and validly existing under the laws of India; b. It operates the Platform in compliance with applicable laws, including e-commerce and consumer protection rules; c. It provides marketplace services on a “best effort” basis without warranty of uninterrupted access or error-free performance; d. It shall use reasonable measures to ensure timely settlements, secure payment processing, and safe handling of Supplier data; e. Flint & Thread does not make any representation regarding the volume of sales, profit, or customer demand that the Supplier may achieve through the Platform. 19.4 Continuous Obligations a. The Supplier agrees to promptly inform Flint & Thread in writing if: • There is any change in its ownership, business status, or contact details; • It becomes aware of any potential claim, defect, or safety concern related to its Products. b. The Supplier further agrees to maintain operational capacity to handle demand and resolve disputes efficiently. 19.5 Disclaimer of Warranties by Flint & Thread Flint & Thread expressly disclaims all implied warranties, including but not limited to: • Warranties of merchantability, fitness for a particular purpose, or non-infringement; • Any guarantees regarding sales volume, marketplace visibility, or profitability; • Any liability for downtime, system errors, or loss of data caused by third-party service providers. 19.6 Remedies for Breach of Warranty a. In the event of any breach of the above warranties, the non-defaulting Party shall provide written notice to the defaulting Party to cure such breach within 15 (fifteen) days. b. Failure to remedy within such period shall entitle the non-defaulting Party to terminate this Agreement and claim damages or indemnification under Section 14.

FORCE MAJEURE,AUDITS AND INSPECTIONS

20.1 Definition “Force Majeure Event” refers to any event or circumstance beyond the reasonable control of either Party that prevents or delays the performance of obligations under this Agreement. Such events may include, but are not limited to: • Natural disasters such as floods, earthquakes, storms, or lightning; • Fire, explosion, or acts of God; • War, terrorism, armed conflict, riots, or civil unrest; • Epidemics, pandemics, or public health emergencies (e.g., COVID-19); • Governmental actions, embargoes, or trade restrictions; • Strikes, lockouts, or industrial disputes; • Failures of telecommunication networks, internet outages, or cyberattacks; • Acts or omissions of third-party service providers beyond the Party’s reasonable control. 20.2 Suspension of Obligations a. In the event of a Force Majeure Event, the affected Party shall be excused from the performance of its obligations for the duration of such event, to the extent that performance is prevented or delayed. b. Obligations such as order processing, delivery, or payments may be suspended during this period without liability to either Party. 20.3 Notification and Mitigation a. The affected Party shall notify the other Party in writing within 5 (five) days of becoming aware of the Force Majeure Event, specifying the nature, expected duration, and impact on its ability to perform obligations. b. The affected Party shall use all reasonable efforts to minimize the impact of the Force Majeure Event and resume performance as soon as possible. c. The unaffected Party shall also cooperate to mitigate any adverse effects. 20.4 Termination Due to Extended Force Majeure If a Force Majeure Event continues for a period exceeding 45 (forty-five) consecutive days, either Party shall have the right to terminate this Agreement upon written notice, without any obligation for compensation or damages. 20.5 No Waiver of Payment Obligations Notwithstanding the above, Force Majeure shall not excuse or delay the Supplier’s obligation to settle any payments already due prior to the occurrence of such event.
21.1 Right to Audit Flint & Thread reserves the right to conduct periodic audits or verifications to ensure Supplier’s compliance with: • Platform policies, • Legal and tax obligations, • Quality control, and • Product authenticity. 21.2 Audit Procedure a. Audits may be carried out by Flint & Thread’s authorized representatives or third-party auditors during normal business hours with prior written notice. b. The Supplier shall fully cooperate and provide access to relevant documents, systems, and records related to the Products, orders, and transactions. c. If an audit reveals material non-compliance or discrepancies, Flint & Thread may demand corrective action within 7 (seven) days or impose penalties, suspension, or termination as deemed appropriate. 21.3 Supplier’s Self-Audit Responsibility The Supplier shall also periodically review its listings, pricing, and compliance practices to ensure continuous adherence to this Agreement and applicable laws. 21.4 Consequences of Non-Compliance In case of deliberate concealment, false documentation, or non-cooperation during an audit: • Flint & Thread may immediately suspend the Supplier’s account, • Withhold payments until discrepancies are resolved, and/or • Pursue legal remedies for breach of contract or fraud.

TERM AND TERMINATION

• 22.1 Term of the Agreement This Agreement shall become effective from the date the Supplier completes registration and acceptance of these terms on the Platform. It shall remain valid and binding until terminated by either Party in accordance with the provisions herein. • 22.2 Termination by Supplier The Supplier may terminate this Agreement by giving a minimum of 15 (fifteen) days' written notice to Flint & Thread, provided that: a. All pending Orders have been fulfilled and delivered; b. No payments or disputes are outstanding; and c. The Supplier has complied with all obligations under applicable law and this Agreement up to the date of termination. • 22.3 Termination by Flint & Thread Flint & Thread reserves the right to terminate or suspend this Agreement (in whole or part), without prior notice, under the following circumstances: a. Breach of any term or condition of this Agreement by the Supplier; b. Listing or sale of counterfeit, illegal, or restricted Products; c. Repeated complaints or negative ratings from Users; d. Engagement in fraudulent, misleading, or unethical business practices; e. Misuse of the Platform, violation of applicable laws, or infringement of third-party rights; f. Inactivity on the Platform for more than 90 (ninety) consecutive days; g. Insolvency, bankruptcy, or winding up of the Supplier’s business. • 22.4 Termination for Convenience Flint & Thread may, at its sole discretion, terminate this Agreement at any time by providing a 15 (fifteen) days' written notice to the Supplier, without assigning any reason. • 22.5 Consequences of Termination Upon termination: a. All listings of the Supplier shall be removed from the Platform immediately; b. All pending orders, if any, shall either be completed or cancelled as per Flint & Thread’s discretion; c. Any pending payments due to the Supplier will be settled in accordance with the payment cycle, after deducting applicable charges, penalties, or refunds; d. The Supplier shall immediately cease to represent itself as a partner, vendor, or affiliate of Flint & Thread; e. Confidential information, documentation, and materials belonging to Flint & Thread shall be returned or permanently deleted within 7 (seven) days. • 22.6 Survival of Clauses Termination of this Agreement shall not affect rights and obligations accrued prior to termination. The provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, dispute resolution, and governing law shall survive termination. • 22.7 Account Reactivation Reactivation of a terminated Supplier account shall be at the sole discretion of Flint & Thread and may require submission of fresh documentation, security deposits, or other verification as deemed necessary.

REPRESENTATIONS AND WARRANTIES

• 23.1 Supplier’s Representations The Supplier represents, warrants, and undertakes that: a. It has full legal authority and capacity to enter into and perform this Agreement; b. All information, documents, and declarations provided to Flint & Thread are true, accurate, and up to date; c. It holds all necessary licenses, permits, and authorizations required for conducting business; d. The Products listed are genuine, of merchantable quality, and conform to applicable laws and standards; e. It will not infringe upon any third-party intellectual property or proprietary rights; f. It will maintain adequate inventory and fulfil all orders promptly and professionally; g. It shall comply with all applicable tax, import/export, labeling, and packaging regulations. • 23.2 Flint & Thread’s Representations Flint & Thread represents that: a. It operates a lawful e-commerce marketplace in accordance with the Companies Act, 2013 and the Information Technology Act, 2000; b. It provides the Platform and associated Services in good faith and with reasonable skill; c. It does not take ownership of the Products and is not a party to the sale contract between Supplier and User; d. It shall maintain confidentiality of Supplier’s business and transactional data, subject to legal and operational requirements.

INDEMNITY AND LIMITATION OF LIABILITY

• 24.1 Supplier Indemnification The Supplier agrees to indemnify, defend, and hold harmless Flint & Thread (India) Private Limited, its affiliates, directors, officers, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising out of or in connection with: a. Any breach of this Agreement, or of any applicable law or regulation, by the Supplier; b. Listing, advertising, sale, or delivery of Products that are counterfeit, defective, or prohibited; c. Violation of any third-party intellectual property or proprietary rights; d. Misrepresentation or false advertising of Products; e. Non-fulfilment, delay, or improper handling of Orders; f. Data misuse, security breaches, or unauthorized disclosure of confidential information; g. Any act or omission of negligence, fraud, or misconduct by the Supplier or its agents. 24.2 Flint & Thread Indemnity Flint & Thread shall indemnify the Supplier only to the extent of proven losses directly arising from Flint & Thread’s gross negligence or wilful misconduct in operating the Platform or processing payments. 24.3 Limitation of Liability a. Flint & Thread’s total liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total commission or service fee received by Flint & Thread from the Supplier during the three (3) months preceding the claim. b. Flint & Thread shall not be liable for: • Indirect, incidental, special, or consequential damages, • Loss of profits, reputation, or business opportunities, or • Technical issues, data loss, or interruptions in Platform access caused by external factors. c. The Platform is provided on an “as-is” and “as-available” basis. Flint & Thread does not guarantee uninterrupted access, nor warrant that it will be error-free or virus-free. 24.4 Third-Party Claims If any third-party claim is made against Flint & Thread due to Supplier actions, the Supplier shall cooperate fully, provide necessary documentation, and bear all related expenses, including settlement costs, penalties, or damages. 24.5 Survival The obligations under this clause shall survive the termination or expiration of this Agreement.

CONFIDENTIALITY

25.1 Definition “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one Party to the other, including but not limited to: • Business strategies, customer data, pricing, order data, and supplier performance metrics; • Technical information, software details, or system operations; • Any information expressly marked as “confidential.” 25.2 Obligations Each Party agrees to: a. Keep Confidential Information strictly confidential; b. Use it only for the purpose of fulfilling this Agreement; c. Not disclose it to any third party without prior written consent; d. Protect such information using reasonable security measures. 25.3 Exceptions The confidentiality obligation shall not apply to information: a. That is publicly available or becomes public without breach; b. That is lawfully obtained from a third party without restriction; c. That is independently developed without reference to confidential materials; or d. That must be disclosed by law, court order, or government authority — provided that prior notice is given (where legally permissible). 25.4 Data Protection The Supplier acknowledges that Flint & Thread may collect, process, and store Supplier and transaction data for business, legal, and analytical purposes. All such processing shall comply with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and other applicable Indian data protection laws. 25.5 Duration The confidentiality obligations shall remain in effect for a period of three (3) years following the termination or expiry of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

26.1 Ownership of Intellectual Property a. All intellectual property rights, including but not limited to trademarks, logos, service marks, trade names, designs, content, layout, software, databases, user interfaces, and visual elements associated with the Flint & Thread Platform, are and shall remain the exclusive property of Flint & Thread (India) Private Limited. b. Nothing in this Agreement shall be construed as granting any ownership, license, or transfer of rights to the Supplier except as expressly stated herein. c. The Supplier acknowledges that unauthorized use, copying, or modification of Flint & Thread’s intellectual property may result in legal action, including injunctions, penalties, or damages. 26.2 Supplier’s Intellectual Property a. The Supplier shall retain ownership of its own registered trademarks, brand names, product images, and proprietary content that it provides for listing on the Platform. b. By uploading or listing such content, the Supplier grants Flint & Thread a non-exclusive, worldwide, royalty-free, and transferable license to use, display, reproduce, modify, and distribute such content solely for the purpose of promoting, advertising, and facilitating sales of the Supplier’s Products on the Platform. c. The Supplier represents that it has the full right and authority to grant the above license and that such use shall not infringe upon any third-party rights. 26.3 Platform Use Restrictions The Supplier shall not: a. Copy, reproduce, modify, or create derivative works of the Platform or its content; b. Reverse-engineer, decompile, or disassemble any part of the Platform; c. Use any automated means (bots, scrapers, crawlers) to extract or collect data from the Platform; d. Use Flint & Thread’s trademarks or branding in advertising, domain names, or public materials without prior written consent. 26.4 Intellectual Property Infringement a. In the event Flint & Thread receives a complaint or legal notice alleging that any Supplier’s listing, content, or Product infringes upon third-party rights, Flint & Thread shall have the right to: • Immediately remove or block such listings, and • Suspend the Supplier’s account pending investigation. b. The Supplier shall indemnify and hold Flint & Thread harmless against any claims, losses, or legal actions resulting from such infringement. c. The Supplier must cooperate in providing documentation, licenses, or proof of authenticity upon request. 26.5 Use of Flint & Thread’s Name The Supplier shall not, without prior written permission, use the name “Flint & Thread”, its logos, or any confusingly similar marks in any form of advertisement, business representation, packaging, or promotional material. 26.6 Survival The rights and obligations under this section shall survive termination of this Agreement.

TAXES AND STATUTORY COMPLIANCES

27.1 Supplier’s Responsibility a. The Supplier shall be solely responsible for compliance with all applicable tax laws, including GST registration, collection, payment, and filing of tax returns in accordance with Indian law. b. Flint & Thread shall not be liable for any non-compliance, penalties, or interest arising from Supplier’s tax obligations. c. The Supplier must ensure that all invoices issued to Users comply with GST and other statutory requirements. 27.2 Tax Deducted at Source (TDS) and Tax Collected at Source (TCS) a. Flint & Thread may deduct TDS or collect TCS, as applicable, under the Income Tax Act, 1961 and GST laws, before making payments to the Supplier. b. Relevant tax certificates will be made available to the Supplier as per statutory timelines. 27.3 Legal Compliance The Supplier agrees to comply with all applicable laws, including but not limited to: • The Consumer Protection Act, 2019 • The Legal Metrology Act, 2009 • The Drugs and Cosmetics Act, 1940 (if applicable) • The Information Technology Act, 2000 • Applicable e-commerce rules, FDI regulations, and labelling guidelines 27.4 Audit of Tax and Legal Compliance Flint & Thread reserves the right to verify the Supplier’s tax filings and statutory compliance records periodically. Non-compliance may lead to account suspension, withholding of payments, or legal action. 27.5 GST Credit and Input Tax Flint & Thread shall not be responsible for ensuring GST credit eligibility for Suppliers or Users. Suppliers must correctly disclose GSTIN, invoice values, and HSN codes to maintain transparency and compliance.

GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION

28.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. 28.2 Dispute Resolution – Amicable Settlement a. In case of any dispute, controversy, or claim arising out of or relating to this Agreement, both Parties shall first attempt to resolve the matter amicably through mutual discussion within 30 (thirty) days of written notice. b. If such discussions fail to resolve the dispute, the matter shall proceed to arbitration as provided below. 28.3 Arbitration a. Any dispute not resolved amicably shall be finally settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, and any amendments thereto. b. The arbitration shall be conducted by a sole arbitrator, appointed mutually by both Parties. c. The seat and venue of arbitration shall be Hyderabad, Telangana, India. d. The arbitration proceedings shall be conducted in the English language. e. The decision of the arbitrator shall be final and binding on both Parties. 28.4 Jurisdiction Subject to the arbitration clause above, the courts of Hyderabad, Telangana shall have exclusive jurisdiction over all matters arising under or in connection with this Agreement. 28.5 Injunctive Relief Nothing in this Agreement shall prevent Flint & Thread from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent unauthorized use, infringement, or breach of intellectual property or confidentiality obligations. 28.6 Cost of Proceedings Unless otherwise determined by the arbitrator, each Party shall bear its own legal and arbitration costs.

NOTICES AND COMMUNICATION

29.1 Mode of Communication All notices, requests, demands, or other communications under this Agreement shall be made in writing and delivered via: a. Registered post with acknowledgment due, b. Courier service, c. Email (to the registered addresses mentioned below), or d. Through the official Supplier Dashboard or Platform notification system. 29.2 Official Contact Details a. For Flint & Thread (India) Private Limited: • Email: sellersupport@flintnthread.in • Registered Address: Hyderabad, Telangana, India b. For the Supplier: • Email and address as provided during Supplier registration on the Platform. 29.3 deemed Delivery Notices shall be deemed to have been duly served: a. On the date of receipt if sent via email, b. On the third (3rd) business day if sent by courier or registered post, c. On the date it appears in the Supplier’s Platform account if communicated digitally. 29.4 Change of Address Either Party may change its address or email for notice by giving seven (7) days' prior written notice to the other Party. 29.5 Platform Announcements Flint & Thread may also issue important operational updates or policy changes via Platform announcements, which shall be considered valid and binding notices under this Agreement.

ENTIRE AGREEMENT AND AMENDMENTS

30.1 Entire Agreement This Agreement, along with its Schedules, policies, and Platform terms, constitutes the entire understanding between Flint & Thread and the Supplier regarding the subject matter hereof, and supersedes all prior communications, representations, or understandings, whether oral or written. 30.2 Amendments and Updates a. Flint & Thread reserves the right to modify, amend, or update the terms of this Agreement and Platform policies at any time, at its sole discretion. b. All such changes shall become effective upon publication on the Platform or after written notification to the Supplier via email or dashboard notification. c. Continued use of the Platform after any such modification shall be deemed acceptance of the revised Agreement. 30.3 Supplier’s Obligation to Review The Supplier shall regularly review the latest version of this Agreement and related policies to remain informed of any changes or requirements. 30.4 No Oral Modifications No verbal or informal modifications shall be valid unless confirmed in writing and accepted by Flint & Thread’s authorized representative.

ASSIGNMENT AND SUBCONTRACTING

31.1 No Assignment Without Consent The Supplier shall not assign, transfer, or subcontract any of its rights, duties, or obligations under this Agreement, whether by operation of law or otherwise, without prior written consent from Flint & Thread. Any such assignment made without consent shall be deemed null and void. 31.2 Flint & Thread’s Rights of Assignment Flint & Thread may, at its sole discretion, assign or transfer this Agreement or any of its rights and obligations to: a. Any of its affiliates, group companies, or subsidiaries, b. Any successor entity resulting from a merger, acquisition, restructuring, or sale of business, or c. Any third-party service provider engaged in connection with the operation of the Platform. Such assignment shall not adversely affect the Supplier’s rights or obligations under this Agreement. 31.3 Use of Subcontractors by Supplier If the Supplier engages any subcontractor, vendor, or third party for manufacturing, packaging, or fulfilment of Products, it shall remain fully liable for their acts, omissions, and performance. The Supplier must ensure that subcontractors comply with this Agreement and all applicable laws. 31.4 Binding Effect This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns, and legal representatives.

WAIVER AND SEVERABILITY

32.1 Waiver a. No waiver by either Party of any breach, default, or delay in enforcing any term of this Agreement shall be deemed a waiver of any subsequent or other breach. b. Failure or delay by Flint & Thread in enforcing any right or provision shall not constitute a waiver of such right or provision. 32.2 Severability If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed severed, and the remainder of the Agreement shall continue in full force and effect. The Parties shall make reasonable efforts to replace such invalid provision with a valid one that achieves, as closely as possible, the intended purpose. 32.3 Preservation of Intent The Parties agree that the Agreement shall be interpreted in a manner that upholds the original business intent, ensuring fairness and enforceability despite any invalid provisions. 32.4 Non-Exclusivity Nothing in this Agreement shall prevent Flint & Thread from entering into similar arrangements with other suppliers or vendors. Likewise, the Supplier may list its products on other platforms, provided that doing so does not violate the exclusivity or pricing terms agreed with Flint & Thread (if any).

DIGITAL SIGNATURE AND ELECTRONIC ACCEPTANCE

33.1 Digital Acceptance By clicking “I Agree” or by completing the online registration process on the Flint & Thread Platform, the Supplier is deemed to have digitally signed and accepted the terms of this Agreement. This acceptance carries the same legal effect as a handwritten signature under the Information Technology Act, 2000 (India). 33.2 Binding Agreement The Supplier acknowledges that its digital consent confirms: a. Acceptance of all terms and obligations outlined herein; b. Representation that all submitted information and documents are accurate and authentic; and c. Authorization for Flint & Thread to communicate electronically for any operational, financial, or compliance purposes. 33.3 Modification Consent Any updates or modifications to this Agreement made available on the Platform shall be deemed accepted by the Supplier through continued access, listing, or order fulfilment activities. Suppliers are encouraged to review updates periodically. 33.4 Legal Validity of E-Records All electronic communications, invoices, order confirmations, and records maintained by Flint & Thread shall be deemed valid and admissible evidence in any legal proceeding, in accordance with the Indian Evidence Act, 1872 and Information Technology Act, 2000. 33.5 Notice and Communication All official notices to the Supplier shall be sent via email to the registered business address provided during onboarding (e.g., sellersupport@flintnthread.in). The Supplier shall ensure that such communication channels remain active and monitored.

SCHEDULE 1 – DESCRIPTION OF SERVICES (FLINT & THREAD MARKETPLACE OPERATIONS)

This Schedule outlines the operational scope of services provided by Flint & Thread to its registered Suppliers. 34.1 Listing and Cata log Management Flint & Thread enables Suppliers to: • Upload and manage product listings in the categories of Clothing Fashion, Apparel, Accessories, and Footwear. • Update stock availability, images, descriptions, and pricing directly via the Seller Dashboard. • Access performance analytics and category-specific recommendations to optimize sales. 34.2 Order Processing and Fulfilments Support • When a User places an order, Flint & Thread’s system automatically notifies the Supplier. • The Supplier must confirm the order, pack the product securely, and prepare it for shipment within the agreed processing time. • Integration with Ship rocket or other logistics partners (where available) ensures real-time tracking and automated shipping label generation. 34.3 Payment and Settlement Management • Flint & Thread collects payment from Users and transfers the Supplier’s share within 7–10 business days after order completion (subject to return policies and deductions, if any). • Suppliers can view payment reports, transaction history, and payout statuses directly on their dashboard. • Any disputes related to payments will be resolved in accordance with Section 17 (Dispute Resolution). 34.4 Customer Support and Feedback • Flint & Thread provides end-customer assistance for order tracking, delivery updates, and return management. • Supplier-specific queries (inventory, payout, or listing issues) are handled through sellersupport@flintnthread.in. • The platform facilitates transparent user feedback and ratings to improve marketplace reliability. 34.5 Compliance and Audit • Flint & Thread reserves the right to audit product listings, descriptions, and authenticity to maintain platform standards. • Suppliers are required to respond promptly to any compliance notifications and cooperate during investigations. 34.6 Marketing and Promotions • Suppliers may participate in seasonal promotions, discount events, or featured listings managed by Flint & Thread. • Participation terms, commission rates, and marketing contributions (if applicable) shall be communicated in advance. 34.7 Platform Access and Technical Support • Flint & Thread ensures continuous platform uptime and security for all supplier operations. • Technical support is available via email and the seller dashboard for listing, payment, or shipping integration issues. • Scheduled maintenance downtimes will be communicated in advance. 34.8 Data Confidentiality • All Supplier data is stored securely in compliance with IT and Data Protection Laws of India. • Flint & Thread shall not disclose Supplier information to third parties except as required for operational or legal purposes. 34.9 Termination of Services • Either Party may terminate services per Section 23 of this Agreement. • Upon termination, all pending payments and returns shall be settled within the stipulated period, and listings shall be removed from the Platform. 34.10 Governing Jurisdiction This Agreement and all related services under this Schedule shall be governed by the laws of India, with exclusive jurisdiction in Hyderabad, Telangana.