Vyomshop Marketplace Policies
This Service Agreement (“Agreement”) is entered into this _____ of 2014 by and between:
Adroit Creation Pvt.Ltd., ManagingDirector under Companies Act 1956 and having its registered office at 40/CVaishnavidevi 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 andinclude its successors and permitted assigns) as ONE PART;
_________________under Companies Act 1956 and havingits registered office _____________________________________________representedby its __________, Mr. __________, hereinafter referred to as “Supplier” (which term shall mean andinclude its successors and permitted assigns) as OTHER PART.
Hereinafter, Owner and Supplier shall becollectively referred to as Parties and individually as Party.
A. Ownerowns a registered website named www.vyomshop.com (“Website”) andlists supplier products on marketplaces in India provide qualifying suppliers theopportunity to market and sell products through its Website and Indianmarketplaces.
B. Supplierhas approached the Owner to take its services for marketing and selling theproducts online through the Website.
C. Owner has agreed to provide its services tothe Supplier to market and sell its products under the mutually agreed termsand conditions.
NOW THEREFORE THEPARTIES MUTUALLY AGREE AS BELOW:
Unless and until otherwise agreedbetween the Parties or it is repugnant to the context herein, the followingterm shall mean as:
“ListingFee” shall mean anon-refundable fee paid by the Supplier to the Owner towards the SKU Code for aperiod of one year.
“ProductSelling Fee” shall mean the sellingprice of each product as mentioned on the Website.
“SKUCode” shall mean aunique code provided by the Owner for product identification.
2. SCOPE OF SERVICE
Owner shall provide non-exclusive rightto Supplier to display and sell its products to retail customers on the Websiteat a mutually agreed consideration. The customer shall place order for theproduct on the Website and pay Product Selling Fee to the Owner.
Supplier shall ensure: (a) availabilityof the product; (b) bear the cost of photograph of the product (in whitebackground) for the Website, packing/damage in packing and transportation tocustomer’s address; (c) refund or cancellation of the product, if desired bythe customer.
Owner shall: (a) provide SKU code toeach product of the Supplier; (b) Provide product detail/description as givenby 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. Forsale 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 beapplicable from time to time.
b. Suppliershall raise an invoice in the name of ‘Adroit Creation Pvt. Ltd.’ after 15working days from the date of sale of product and the Owner shall endeavour tomake the payment within 10 working days from the date of invoicegeneration.
Supplier grants to the Owner the non-exclusive,worldwide, royalty-free right and license to use and display any productinformation, specifications, warranty information, data, images and/orintellectual property Supplier furnishes Owner for use in its Website duringthe term of this Agreement. Owner may use the product details given by Supplierfor any purpose related to its Website business or in furtherance of promotingSupplier’s product, including use in Owner’s Website, emails and marketing oradvertising campaigns. Supplier acknowledges that Owner is relying uponSupplier to ensure that all details furnished by Supplier are accurate andcomplete, and Supplier agrees to notify Owner and revise and resubmit thedetails promptly upon discovery that it is inaccurate or incomplete.
5. REPRESENTATION AND WARRANTIES
Supplier hereby represents and warrantsto Owner that: (a) it is duly organised and validly existing entity under thelaws of India and has all requisite power and authority to carry on itsbusiness, (b) the execution of this Agreement does not and shall not violateany applicable law and does not constitute a breach of Supplier’s obligationsunder law or contract, (c) it shall exercise due care and shall comply with alllegal and regulatory requirements in the performance of its obligations underthis 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 asmay be reasonably necessary to accomplish the actions contemplated in thisAgreement. Supplier acknowledges that Owner is merely an intermediary asdefined in Information Technology Act 2000 and the product is sold on behalf ofthe Supplier.
Supplier shall indemnify, defend andhold 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 relatedto any (a) alleged defect in or injury from Supplier’s product (b) Allegedfailure of Supplier or Supplier’s Product to comply with this Agreement or anylaws, regulations, warranties, guarantees, or representations of Supplier; (c)Allegations concerning Supplier’s Product detail (d) Negligent or grosslynegligent action, inaction, omission or intentional misconduct of Supplier;and/or (e) Use of or infringement upon any intellectual property right ofSupplier.
Owner shall indemnify vendor from any(a) Alleged failure of Owner to comply with this Agreement; (b) Negligent orgrossly negligent action, inaction, omission or intentional misconduct ofOwner; and/or (c) Use of or infringement upon any intellectual property rightof Owner. However, Owner’s liability shall be limited to the total fee paid bythe Supplier in relation to this Agreement.
7. TERM AND TERMINATION
This Agreement shall be effective fromthe date of signing and shall remain valid for a period of 2 years unless anduntil terminated by either Party.
Either Party may terminate thisAgreement by giving a written notice of 30 days to the other Party. In case oftermination, the product shall be immediately removed by the Owner from theWebsite listing. However, the Listing Fee shall not be refunded and Partiesshall continue to be bound by the rights and obligations if any product isordered by customer prior to date of termination.
Parties shall protect and preserve theconfidentiality and secrecy of the confidential information disclosed by otherParty whether in writing or oral, during the term of this Agreement and oneyear after the expiry of the Agreement.
Either Party is entitle to assign itsrights and obligations arising in relation to this Agreement to a third party,either in part or full, after obtaining prior written approval from the otherParty.
10. FORCE MAJEURE
Neither Party shall be responsible andheld liable for non-performance of its obligations under this Agreement for anyAct of God like tsunami, earthquakes, fire, labour- strikes, lock-outs, changeof law etc. or any reason beyond its control.
11. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by thelaws of India and courts of Gujarat shall have exclusive jurisdiction over thematter. Any dispute arising in relationof this Agreement, if not resolved by mutual negotiations, shall be referred toArbitration by a sole arbitrator as per Arbitration and Conciliation Act, 1996or any amendment thereof. The location of arbitration shall be Vadodara,Gujarat.
Any notice to be given by either Partymay be served by email, fax and personal service or by post to the addresses asstated above.
No addition or modification or deletionof this Agreement shall be effective or binding on either of the Parties heretounless agreed in writing and executed by the respective duly authorisedrepresentatives of the Party.
Nothing contained in this Agreementshall be construed or deemed to create any association, partnership or jointventure or employer-employee relationship in any manner whatsoever between theParties.
15. ENTIRE AGREEMENT
This Agreement sets forth and shall constitute theentire agreement between the Parties with respect to the subject matter hereof,and shall supersede any and all prior agreements, understanding, promises andrepresentations made by one Party to the other concerning the subject matter.
In witnessed thereof, theParties now put their hands through their respective representatives on theabove mentioned day, month and year.
In the presence of:
Adroit Creation Pvt. Ltd.
Name: Nilay Thakore
Designation: Managing Director
In the presence of :