AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES
It is expressly agreed by the parties hereto that The Firm shall collect the Payment on behalf of the Seller in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Firm shall charge the Services charges to the Seller at the rates specified by the Firm in Schedule-A. The Firm shall pay the Seller an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Seller agrees that the Firm shall levy the Service charges, plus a penalty of the service charge of the product (up to a maximum limit of 5% from the product value) and the said charges will be deducted from the amount due and payable to Seller. Further Firm shall debit the Service charges (up to a maximum limit of 5%) to the Seller in the event the product cannot be delivered by the Seller due to “out of stock” and in such an event Seller shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Firm.
Payment reimbursement of the Sale Proceeds to Seller shall be done by Firm in the following manner:
The Firm shall within 10 working days of receipt of advice process the amount due to Seller and dispatch through the on line transfers to seller account. Seller agrees to bear all the applicable taxes duties, or other similar payments (including GST) arising out of the sales transaction of the product through the online store and t20 shopping shall not be responsible to collect, report, or remit any taxes arising from any transaction.
Obligations of the Seller
The Seller shall:
Seller shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Seller shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created. Seller shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. Seller shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store. At all times have access to the Internet and its email account to check the status of approved orders, On receipt of the approved order, Seller shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store. In respect of the orders for Products placed through the Online Store, Seller shall submit proof of dispatch to the satisfaction of Firm within 48 hours of the request made by Firm.
In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Seller at no extra cost to the aggrieved customer. Since the Firm is a Facilitator, the Seller hereby authorizes the Firm to entertain all claims of return of the Product in the mutual interest of the Seller as well as the Customer.
Update the Order Status including Airway Bill Number on a daily basis, The Seller shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Firm, The Seller shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.The Seller shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy,
banned, unlawful, illegal or prohibited under the Indian laws.
The Seller shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store. The Seller shall pass on the legal title, rights and ownership in the Products sold to the Customer. Seller shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Seller. The Seller shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.
The Seller shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Goods and Service Tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
The Seller shall upon receipt of the order from the Firm immediately arrange to deliver the products to the designated address as early as possible but in any case the dispatch shall be made within 2 days of the receipt of the Order. In case the Seller fails to dispatch the product within the aforesaid time, it has to return the amount received back to the Firm forthwith. No delay in returning the amount is permissible and any delay caused shall be considered as breach of the agreement and be one of the cause for termination of agreement. The Seller shall provide to the Firm the consignment number, details of courier/shipment agency immediately followed by proof of delivery. The Seller shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Seller to the customer. The Seller agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Firm responsible in any manner whatsoever. The Firm may, at its discretion arrange to lift the defective products from the customer however the Seller will still be liable to replace the defective product. Any charges incurred by the Firm for lifting and forwarding such defective goods shall be on account of the Seller. The Seller shall make good such charges to the Firm upon receipt of invoice/debit note. No request for any adjustment from future payables to the Seller from Firm will be made however, the Firm is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis sized product and any other shortcoming which the customer may point out. The Seller hereby authorizes the Firm to entertain all claims of return of the Product in the mutual interest of the Seller as well as the Customer.
Covenants of Seller:
The Seller hereby covenants with the Firm as under :
Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever. Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product. The Seller declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest. The Seller agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Seller. To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Seller agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Seller agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
Provide information about the Order Status including Airway Bill Number on a daily basis.
Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws.
To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm.
To pass on the legal title, rights and ownership in the Products sold to the Customer. To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Seller. No claim of whatsoever nature will be raised on the Firm. The Seller shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.
The Seller shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
Warranties, Representations and Undertakings of the Seller
the signatory to the present agreement is having the right and full authority to enter into this Agreement with the Firm and the agreement so executed is binding in nature. All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Seller. There are no proceedings pending against the Seller, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement; that it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Firm. It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities. That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Firm and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party. It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the Firm upon demand.
Rights of Company:
Indemnity: The Seller indemnifies and shall hold indemnified the Firm, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Seller’s product, the breach of any of the Seller’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Seller infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. . For the purpose of this clause reference to the Firm shall also include the Mobile Operators and such other agencies through whom the Firm shall make the Online Store available to the Customers. This article shall survive the termination or expiration of this Agreement.
The Firm under no circumstances will be liable to the Seller for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Seller has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Seller to have been deliberately caused by the Firm.
Termination and effects of Termination:
days after written notice given by the Firm. If a Petition for insolvency is filed against the Seller. If the Seller is in infringement of the third party rights including intellectual property rights. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
Effect of Termination:
Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Seller by virtue of termination of this agreement. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
Jurisdiction, governing law and ex-parte Orders:
The laws of Republic of India, as are in force, shall be applicable to present agreement. The Firm is entitled to obtain ex-parte ad- interim injunction orders restraining the Seller to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Firm by the Seller, its representatives, associates or assigns.
Notices: All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addresses as set out at the beginning of this Agreement.
Intellectual Property Rights
Assignment: Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractible or conveyable by Seller, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorized representative of such Party. The Firm is at liberty to refuse such consent.
Confidentiality: The contents of the agreement and any information passed on by the Firm to the Seller is highly confidential in nature and the Seller agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Seller under this Agreement. The said information shall not be used by the Seller or its agents, servants, representatives or any person acting through or claiming through the Seller for any purpose other than for the performance of its obligations under this Agreement. The Seller agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Seller agrees that the Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
Relationship of Parties:
Waiver and Amendment:
Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
Schedule A herein before referred.
Details of product category wise service charge: