Vyomshop Marketplace Policies
This Service Agreement (“Agreement”) is entered into this _____ of 2014 by and between:
Adroit Creation Pvt. Ltd., Managing Director under Companies Act 1956 and having its registered office at 40/C Vaishnavidevi soc, Opp Haridham flats, GIDC Road, Manjalpur, Vadodara-390011, represented by its vyomshop.com, Mr. Nilay Thakore, hereinafter referred to as “Owner” (which term shall mean and include its successors and permitted assigns) as ONE PART;
_________________under Companies Act 1956 and having its registered office _____________________________________________represented by its __________, Mr. __________, hereinafter referred to as “Supplier” (which term shall mean and include its successors and permitted assigns) as OTHER PART.
Hereinafter, Owner and Supplier shall be collectively referred to as Parties and individually as Party.
A. Owner owns a registered website named www.vyomshop.com (“Website”) and lists supplier products on marketplaces in India provide qualifying suppliers the opportunity to market and sell products through its Website and Indian marketplaces.
B. Supplier has approached the Owner to take its services for marketing and selling the products online through the Website.
C. Owner has agreed to provide its services to the Supplier to market and sell its products under the mutually agreed terms and conditions.
NOW THEREFORE THE PARTIES MUTUALLY AGREE AS BELOW:
Unless and until otherwise agreed between the Parties or it is repugnant to the context herein, the following term shall mean as:
“Listing Fee” shall mean a non-refundable fee paid by the Supplier to the Owner towards the SKU Code for a period of one year.
“Product Selling Fee” shall mean the selling price of each product as mentioned on the Website.
“SKU Code” shall mean a unique code provided by the Owner for product identification.
2. SCOPE OF SERVICE
Owner shall provide non-exclusive right to Supplier to display and sell its products to retail customers on the Website at a mutually agreed consideration. The customer shall place order for the product on the Website and pay Product Selling Fee to the Owner.
Supplier shall ensure: (a) availability of the product; (b) bear the cost of photograph of the product (in white background) for the Website, packing/damage in packing and transportation to customer’s address; (c) refund or cancellation of the product, if desired by the customer.
Owner shall: (a) provide SKU code to each product of the Supplier; (b) Provide product detail/description as given by the Supplier along with product photograph beside each product; (c) Transport the product to customer’s address within agreed time period.
3. FEE AND PAYMENT TERMS
a. For sale of each product, Owner shall be entitled to _____% of the Product Selling commission. The payment made by the Supplier shall be exclusive of any taxes that may be applicable from time to time.
b. Supplier shall raise an invoice in the name of ‘Adroit Creation Pvt. Ltd.’ after 15 working days from the date of sale of product and the Owner shall endeavour to make the payment within 10 working days from the date of invoice generation.
Supplier grants to the Owner the non-exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information, data, images and/or intellectual property Supplier furnishes Owner for use in its Website during the term of this Agreement. Owner may use the product details given by Supplier for any purpose related to its Website business or in furtherance of promoting Supplier’s product, including use in Owner’s Website, emails and marketing or advertising campaigns. Supplier acknowledges that Owner is relying upon Supplier to ensure that all details furnished by Supplier are accurate and complete, and Supplier agrees to notify Owner and revise and resubmit the details promptly upon discovery that it is inaccurate or incomplete.
5. REPRESENTATION AND WARRANTIES
Supplier hereby represents and warrants to Owner that: (a) it is duly organised and validly existing entity under the laws of India and has all requisite power and authority to carry on its business, (b) the execution of this Agreement does not and shall not violate any applicable law and does not constitute a breach of Supplier’s obligations under law or contract, (c) it shall exercise due care and shall comply with all legal and regulatory requirements in the performance of its obligations under this Agreement, including the TRAI for calling/sending SMS to the purchasers; and (d) it shall take such further acts and generally do such other things as may be reasonably necessary to accomplish the actions contemplated in this Agreement. Supplier acknowledges that Owner is merely an intermediary as defined in Information Technology Act 2000 and the product is sold on behalf of the Supplier.
Supplier shall indemnify, defend and hold the Owner harmless from and against any third party claims, law suits, judgements, losses, civil penalties, liabilities, damages, costs, and expenses, including reasonable attorney’s fees and court cost, arising out of or related to any (a) alleged defect in or injury from Supplier’s product (b) Alleged failure of Supplier or Supplier’s Product to comply with this Agreement or any laws, regulations, warranties, guarantees, or representations of Supplier; (c) Allegations concerning Supplier’s Product detail (d) Negligent or grossly negligent action, inaction, omission or intentional misconduct of Supplier; and/or (e) Use of or infringement upon any intellectual property right of Supplier.
Owner shall indemnify vendor from any (a) Alleged failure of Owner to comply with this Agreement; (b) Negligent or grossly negligent action, inaction, omission or intentional misconduct of Owner; and/or (c) Use of or infringement upon any intellectual property right of Owner. However, Owner’s liability shall be limited to the total fee paid by the Supplier in relation to this Agreement.
7. TERM AND TERMINATION
This Agreement shall be effective from the date of signing and shall remain valid for a period of 2 years unless and until terminated by either Party.
Either Party may terminate this Agreement by giving a written notice of 30 days to the other Party. In case of termination, the product shall be immediately removed by the Owner from the Website listing. However, the Listing Fee shall not be refunded and Parties shall continue to be bound by the rights and obligations if any product is ordered by customer prior to date of termination.
Parties shall protect and preserve the confidentiality and secrecy of the confidential information disclosed by other Party whether in writing or oral, during the term of this Agreement and one year after the expiry of the Agreement.
Either Party is entitle to assign its rights and obligations arising in relation to this Agreement to a third party, either in part or full, after obtaining prior written approval from the other Party.
10. FORCE MAJEURE
Neither Party shall be responsible and held liable for non-performance of its obligations under this Agreement for any Act of God like tsunami, earthquakes, fire, labour- strikes, lock-outs, change of law etc. or any reason beyond its control.
11. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of India and courts of Gujarat shall have exclusive jurisdiction over the matter. Any dispute arising in relation of this Agreement, if not resolved by mutual negotiations, shall be referred to Arbitration by a sole arbitrator as per Arbitration and Conciliation Act, 1996 or any amendment thereof. The location of arbitration shall be Vadodara,Gujarat.
Any notice to be given by either Party may be served by email, fax and personal service or by post to the addresses as stated above.
No addition or modification or deletion of this Agreement shall be effective or binding on either of the Parties hereto unless agreed in writing and executed by the respective duly authorised representatives of the Party.
Nothing contained in this Agreement shall be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner whatsoever between the Parties.
15. ENTIRE AGREEMENT
This Agreement sets forth and shall constitute the entire agreement between the Parties with respect to the subject matter hereof, and shall supersede any and all prior agreements, understanding, promises and representations made by one Party to the other concerning the subject matter.
In witnessed thereof, the Parties now put their hands through their respective representatives on the above mentioned day, month and year.
In the presence of:
Adroit Creation Pvt. Ltd.
Name: Nilay Thakore
Designation: Managing Director
In the presence of :