Terms And Conditions

VENDOR TERMS AND CONDITIONS

A. INTRODUCTION

THIS AGREEMENT is made by and between Wedding Asia LLP, a body corporate organized and existing under the laws of India, with its registered offices located at, F-301, 3rd Floor, Lado Sarai, New Delhi-110030 Operating the website www.weddingasiaonlineshop.com/ (the "Wedding Asia LLP"), AND, You (the “Vendor” for the purpose of this Agreement) applying for registration on www.weddingasiaonlineshop.com

B. SCHEDULE OF FEES

In addition to the agreed commission percentages which shall be received by the Company from the Vendor for each product category (“Commission”), the Vendor shall pay to the Company, a fee for joining the Platform (hereinafter referred to as “Signup Fee”) which shall amount to not less than INR.11800/- (including GST) The Signup Fee shall be paid by the Vendor 100% in advance unless specified otherwise in writing. This Signup Fee is strictly non-refundable.

C. ACCEPTANCE

The Vendor hereby declares to be authorized to enter this Agreement. The Vendor acknowledges and agrees that this Agreement is subject to the scrutiny of the KYC Documents (defined in Section 6 (r)) that are submitted by the Vendor and that this Agreement shall become binding strictly upon the approval of the KYC documents by us. The Vendor acknowledges that by filling the registration form, a legally binding agreement between the Company and Vendor is being created (the Company and Vendor hereinafter referred individually each as a “Party” and collectively as “Parties” throughout the Agreement). The Vendor acknowledges to have understood this Agreement and agrees to be bound by its terms and conditions. The Vendor acknowledges that this Agreement will be effective from the date on which the Vendor applied for registration and opened an online account on www.weddingasiaonlineshop.com

1. DEFINITIONS:

Unless the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

“Agreement” means this agreement, schedules, appendices, annexures and exhibits and any amendments thereto from time to time.
“Business Day” means a day (other than Sunday, national holidays and bank holidays in the Territory) on which nationalized banks are generally open in Territory for the conduct of banking business and comprising of normal working hours.
“Confidential Information” shall mean all and any information:
1. which either Party may have or have acquired before or after the date of this Agreement in relation to the Products, Customer Information and Delivery Services and processes of Company, any other related information, trade secrets and all other information designated as confidential by the Party from time to time;
2. which either Party may have acquired before or after the date of this Agreement in relation to the customers, business, operations, financial conditions, assets or affairs of the other Party resulting from: negotiating this Agreement; or exercising its rights or performing its obligations under this Agreement; or which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).
“Customer” shall mean any Person/party/entity who/which purchases or places an order for the purchase of Products from the Company.
“Customer Information” means (i) all information relating to the Customer(s) (including names, addresses, telephone numbers, customer preferences & mobile numbers, email addresses, credit card details and such information that is or relates to personally identifiable information); and (ii) any list, description or other groupings of consumers or customers that is derived using any such information; and shall be deemed to be fully and exclusively owned by Vendor.
“COD” (Cash on Delivery) means the cash payment made by the Customer for the purchase of the Products from the Company upon delivery of such Product/s.
“Forward Delivery” means delivery of the Products by Company to the Customers at the location designated by the Customer and taking the receiver’s confirmation signatures of receipt.
“Reverse Pickup” means the collection of the Products by Logistics Partner from the Customer’s address as specified by the Customer.
“Returns” or “RTO” means the delivery of Products not accepted by the Customers for any reasons whatsoever.
“Penalty Fee” means penalties charged by the Company which are deducted from the Vendor Fees. Penalty Fee chargeable shall be not less than Rs. 2500/- or 15% from the MRP of the Product (whichever is higher).
The services provided by the Company which may comprise of “Forward Delivery”, “Returns” and “Reverse Pickup” may individually or collectively be defined as “Delivery Services”.
“Logistics Partner” means the third-party logistics service provider engaged by Company including their delivery personnel for the Delivery or Returns of the Products.
“Relevant Agreement” The agreement between the Company and the logistics Partner.
“Vendor Fee” means the consideration payable by the Company to Vendor for Products sold through the Platform in accordance with this Agreement.
“Person” means any individual, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).
“Product” means such goods which the Company delivers to the Customers in accordance with the terms of this Agreement.

IN ADDITION TO THESE DEFINITIONS CONTAINED IN THIS SECTION 1, THE AGREEMENT CONTAINS DEFINITIONS THROUGHOUT THIS AGREEMENT.

2. PURPOSE OF THIS AGREEMENT:

The Company is the operator of a website known as www.weddingasiaonlineshop.com through which wedding related products are sold to Customers (the “Platform” as attached in Annexure B). The Vendor is inter alia engaged in the business of selling wedding related products. The Vendor is interested in utilising the Company’s Platform for its business. The Company provides the opportunity to connect Vendor with Customers via its Platform. The Company receives orders from the Customers and forwards such orders to the Vendor. The Vendor accordingly packs the requested Products in such order (according to the terms of the Agreement) and the order is collected from the Vendor and delivered to the Customers via a Logistics Partner engaged by the Company.

3. Term:

This Agreement shall be effective from the date of the execution of this Agreement. The Company shall use reasonable efforts to commence the provision of the Delivery Services on or after such date subject to mutual agreement and sharing of all information from the Vendor as required for commencement of operations. The Agreement shall be valid, legal and binding on the Parties for a term of one (1) year from the Effective Date (“Initial Term”) and shall renew automatically for another term the duration for which shall be same as the Initial Term after the expiry of the Initial Term (“Subsequent Term”) unless otherwise terminated by the Company in it’s sole discretion. After the expiry of the Initial Term, the Company may also charge a Agreement renewal fee (“Renewal Fee”) for extending the duration of this Agreement beyond the Initial Term. Such Renewal Fee shall be debited automatically from the payment account of the Vendor registered with the Company.

4. Company service obligations:

Forward Delivery of the Products:
1. Company will send Logistics Partner to the location(s) mutually agreed between Vendor and Customer on any Business Day to pick up the Products for providing Delivery services.
2. The Vendor shall take care and ensure that the Products are properly packed by the according to any guidelines which may be provided by the Company in writing and orally, prior to the Logistics Partner’s arrival.
3. Logistics Partner will deliver the Products to the Customers at the location specified by the Customer according to the terms of the Relevant Agreement as entered into by the Company and the Logistics Partner.
Reverse Pickups
1. All Delivery/Returns and logistics shall be done by the Logistics Partner engaged by the Company.
2. The Logistics Partner may ensure the contents of the order (Products) are in original condition and send the Products back to the Vendor.
3. The Company shall not be responsible for verifying the contents of the Products handed by the Customer to Logistics Partner. The Packaging of such products shall also be the sole responsibility of the Customer.

Notwithstanding the Foregoing, the Company does not provide any warehouse or other storage services. All inventory of the Products shall be stored and maintained by the Vendor in their own capacity.

5. Fees, Commissions provisions:

The Vendor shall be liable to pay the Signup Fee and Commission to the Company in accordance with the table in section B of this Agreement:

Terms of payment
1. The company shall charge the applicable Commission on every Product sold by the Vendor through the Platform.
2. The Company shall debit the Commission due to the Company from the Vendor Fee at the end of every month during the duration of the Agreement. The Company shall after deduction of Commission and other actual overhead expenses, if any, incurred by the Company including without limitations any taxes, etc. remit the Vendor Fee due to the Vendor.
3. Vendor Fee shall be disbursed to the Vendor in the following manner:
  1. The Vendor may be required to prepare a consolidated advice list of all orders delivered to the Customers, at the end of every month. This process may also become automated in the near future. In the event the process of creation of the advice list becomes automated, the Vendor’s obligation to create an advice list of all orders at the end of every month shall be waived however, the Company may reinstate this obligation due to technical reasons.
  2. The Company shall within at 21 to 28 working days of receipt of advice list (whether prepared through automated means or prepared by the Vendor) process the Vendor Fee and dispatch the Cheques / Demand draft favoring the Vendor (details for which are provided by the Vendor in Section A of this Agreement. The Company may also remit the Vendor Fee to the Vendor’s account through online transfer modes such as NEFT, IMPS etc
  3. If order(s) in an advice list for a particular month are within the return period in which a Customer is eligible to return their item(s) (“Return Period”), that amount shall be deducted from the Vendor fee for that particular month until the expiry of the Return Period. Such deduction from the Vendor Fee for a particular month shall be added and reflect in the subsequent Vendor Fee disbursals by the Company (subject to the expiration of Return Period).
4. It will be the responsibility of the Vendor to verify the Vendor Fee remitted and inform Company within 30 days in case of any disputes regarding or discrepancy in the Vendor Fee. Any such requests from the Vendor shall not be entertained and processed post 30 days period as mentioned above.
5. Vendor agrees to bear all the applicable taxes duties, or other similar payments (including VAT or GST) arising out of the sales transaction of the product through the Platform and the Company shall not be responsible to collect, report, or remit any taxes arising from any transaction.

6. Vendor responsibilities

The Vendor hereby agrees to the following:

To upload the Product description, images, disclaimer, timelines, price, and such other details for the Products to be displayed and offered for sale through the Platform.
To deliver the Product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of non-delivery.
The Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill an order received by the Company, it shall intimate to the Company at least [48 Hours]hours ([two]days) in advance so that notice of OUT OF STOCK for the Product can be placed on the Platform.
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 Company, 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 Vendor declares that it has all rights and authorizations in respect of the intellectual property rights of third parties and is authorized to sell/provide/license such products to the Customer. The copy of such authorization shall be provided on demand without failure and/or protest.
To provide to the Company, for the purpose of the creation/display on the Platform, the product description, images, disclaimer, delivery timelines, 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 derogatory in nature. The Vendor will forward the product description and image only for the product which is offered for sale through the Platform. The Vendor 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 Company.
To provide a full, correct, accurate and true description of the Product so as to enable the Customers to make an informed decision. The Vendor 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, the merchantability, guarantee, warranties in respect of the Products offered for sale through the Platform.
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 allotted time frames.
Not to 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.
To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Platform as and when demanded by the Company.
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 Products and services provided by The Vendor. No claim of any nature will be raised on the Company.
The Vendor shall at all times (for the duration of this Agreement) endeavour to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
The Vendor 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, Goods and Services Tax (GST) 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 Vendor shall provide true and correct documents as may be required by the Company for the purposes of verification. Such documents may include without limitation, the Vendor’s Pan Card, Aadhaar Card, Bank Statement, etc (“KYC Documents”).
To provide to the Company copies of any document required by the Company for the purposes of performance of its obligations under this Agreement within 48 hours of getting a written notice from the Company.
To seek advance written approval from the Company, prior to release of any promotion/advertisement material, insofar as the same relates to services offered pursuant to the terms of this Agreement. Any press releases and public announcements related to this Agreement or to any transactions between the Company and the Vendor is strictly prohibited. Any deviation would be deemed as breach of this Agreement.
The Vendor shall not book/handover or allows to be handed over any Product which is banned, restricted, illegal, prohibited, stolen, infringing of any third party rights, hazardous or dangerous or in breach of any tax laws or contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments and the Company shall not be liable for the Delivery of any such Products. Without prejudice to the generality of the aforesaid, an indicative list of the banned or prohibited Products is given in Annexure A.
The Vendor shall ensure that the packaging of the Products is safe, proper and adequate to withstand the normal transportation and environmental hazards and in compliance with applicable laws.
The Vendor shall provide documents that the Company may request from time to time for the purposes of completion of the Company’s obligations under this Agreement.
Said To Contain Basis & Inspection: It is expressly understood by and between the Parties that all Products agreed to be delivered by Vendor are on “SAID TO CONTAIN BASIS” i.e. the Company shall be under no obligation and is not expected to verify the description and contents of the Products declared by the Vendor and as such, the Vendor shall undertake and ensure to make proper, true, fair, correct and factual declaration regarding description and value of Products. Further, the Company is not responsible in any way whatsoever for the merchantability of the Product.

7. Rights of the Company

Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the Platform by The Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of the Platform. In such an event, The Company reserve the right to forthwith remove/close the online store of The Vendor without any prior intimation or liability to The Vendor.
Appropriate disclaimers and terms of use on the Platform shall be placed by the Company.
At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of the Platform, The Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the Platform account of The Vendor and furnish such details about the Vendor and/or its customers upon a request received from the legal/ statutory authorities or under a court order.

8. Product Orders, Handling, Delivery, Product and store management

Orders for the product shall be received using the Platform and details shall be forwarded by the Company to the Vendor via email/Telephone, or through the Platform for fulfilment.
The Vendor shall extend their full cooperation to the Logistics Partner with respect to the Product order pickup. The Vendor shall ensure that in no event the Logistics Partner will have to wait for the pickup of the Product order.
Successive failures to adhere to the agreed delivery schedule may result in the suspension of the Vendor’s account on the Platform and the termination of this Agreement. The Company may also choose to impose costs or penalty fee in lieu or in addition upon the occurrence of such event.
In the event the Vendor fails to dispatch the product (via Logistics Partner) within the aforesaid time, The Company shall cancel the Product delivery, credit the Customer, order return and return the Logistic Partner, cost of which is to be borne by The Vendor. In addition to any costs, the Company may also levy a Penalty Fee and terminate the Agreement.
In the event the Vendor fails to dispatch the product (via Logistics Partner) within the aforesaid time, The Company shall cancel the Product delivery, credit the Customer, order return and return the Logistic Partner, cost of which is to be borne by The Vendor. In addition to any costs, the Company may also levy a Penalty Fee and terminate the Agreement.

9. Penalty Provisions

Penalty Fee is deductible immediately from the Vendor’s account. Penalty Fee may be levied by the Company for the following reasons:
1. If the order is not prepared beforehand by the Vendor prior to the arrival of the Logistics Partner.
2. The cost of the Products is wrongly punched by the Vendor (on the Product or otherwise).
3. If incorrect information of the stock availability of the Products is provided to Wedding Asia by the Vendor which results in a cancellation or reversal of an order by a Customer.
4. In case the Product delivered is returned by the Customer due to “Product does not match description” or “Product not same as the uploaded Product image”.
5. If any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, and a refund is demanded by the Customer. Vendor agrees that The Company shall levy the Penalty Fee and the said Penalty Fee will be deducted from the Vendor Fee.
6. Where a delay in delivery of the Product is caused due to the fault of the Vendor, and such delay causes the cancellation of an order made by a Customer the Vendor agrees that the Company shall charge a Penalty Fee deductible from the Vendor Fee.
7. In case a dispute arises due to unfair and non-competitive pricing of the Products on the Platform, initiated by a Customer (Product price not same as or higher than the same Product listed on other e-commerce platforms or other similar reasons).

Notwithstanding anything in this Agreement, the Company reserves the right to retain any due Vendor Fee due to the Vendor in addition to charging a Penalty fee for the reasons mentioned in this Agreement (reasons for which the Company is protected by the Vendor and reasons on which Penalty Fee may be due).

10. CONFIDENTIALITY

Both Parties shall keep confidential (and ensure that its officers, employees, agents, affiliates and professional and other advisers keep confidential) any Confidential Information. Both Parties shall not, and shall procure that none of their directors, officers, employees, agents, affiliates or professional advisers shall not, use Confidential Information for any purpose other than for the provision of Services and for performance under this Agreement.
Exceptions from Confidentiality Obligations:
The obligation of confidentiality under this Section 10 does not apply to:
1. Information which is independently developed by a Party or acquired from a third party to the extent that it is acquired otherwise than as a result of a breach of this Clause and with the right to disclose the same;
2. TThe disclosure of information to the extent required to be disclosed by any applicable law, any governmental authority to whose rules, orders or decrees a Party is subject, any stock exchange rule or regulation or any binding judgment, order, rule or requirement of any court, arbitral tribunal or other competent authority;
3. The disclosure in confidence to a Party’s officers, employees or agents of information required to be disclosed for a purpose incidental to the Agreement (subject to clause 10.3);
4. Information which comes within the public domain (otherwise than as a result of a breach of this Clause 10).
Employees, Agents and Advisers or any other persons:
1. Both Parties shall inform any officer, employee or agent or any professional or other adviser advising it in relation to the matters referred to in the Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them to keep it confidential; and not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of the Agreement).
2. Any breach of this Clause by any person to whom such Information was disclosed will be considered as breach of this Clause by the Party which disclosed the Confidential Information to the concerned person.
Return of Confidential Information
If the Agreement terminates, the disclosing Party may by notice require the recipient Party to promptly return all Confidential Information.
1. Return all documents containing Confidential Information which have been provided by or on behalf of the Party demanding the return of Confidential Information; and
2. Destroy any copies of such documents and any document containing or made from or with reference to the Confidential Information and take all reasonable steps to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information.

11. Indemnity

In the event that a Customer is dissatisfied with the services provided by the Vendor through the Platform and subsequently files a lawsuit in any court, the Vendor agrees that the Company and their affiliates shall be protected and held harmless from any disputes which may arise due to including without limitation any delay in deliveries, cancellation of orders and Product returns caused due to the fault or negligence of the Vendor, missed occasions by the Customer due to “Damaged Product” “Quality Issue”, “Not delivered” or “Wrong Item delivered” etc., any disputes that arise due to copyright infringement, plagiarism unauthorised usage of any Product image, celebrity/model image, quality, delay in service/delivery, fake and low-quality Products, incorrect product pricing and other reasons such as mental harassment faced by the Customer solely due to the Vendor’s fault or negligence. The Vendor hereby agrees to bear any cost of legal proceedings, cost of attorneys, claims, etc. raised against the Company for the reasons specified in the Agreement.

12. TERMINATION

Either Party may terminate this Agreement on the occurrence of any of the following events;
1. Immediately, if the Party is declared insolvent or bankrupt or is unable to pay its debts or makes a composition with its creditors;
2. Immediately, if the Party is dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of such Party;
3. TIn case of any material breach of this Agreement, after giving one-month prior written notice to the other Party to rectify such breach and the Party in breach is unable to rectify such breach within such one-month time.
Either Party may terminate this agreement for convenience at any time with one month’s prior written notice.
In the event of any termination of this Agreement, the Vendor shall promptly and forthwith make payments of all the Fees accrued or due to the Company.

13. LIMITATION OF LIABILITY:

UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OR CONTRACTOR OF SERVICE PROVIDER BE LIABLE TO THE VENDOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES ARISING FROM THE AGREEMENT, UNDER TORT, COMMON LAW OR UNDER PUBLIC POLICY, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS AND BE LIABLE FOR ANY LOSS OF DATA OR ANY INTERRUPTION OF ANY VENDOR PROPERTY DUE TO ANY CAUSE.

14. NOTICES AND CONTRACT REPRESENTATIVES

Any notice provided for in this Agreement shall be in writing and shall be sent by post or Email, to the Vendor at its address set out in Section A of this Agreement. All notices to the Company shall be sent to:

Address: F-301, 3rd Floor, Lado Sarai, New Delhi-110030

Email: care@weddingasiaonlineshop.com

15. PUBLICITY

The Company shall be entitled to make public disclosure without obtaining the prior written consent of the Vendor regarding the execution of this Agreement and from time to time regarding the ongoing business relationship between the Company and Vendor.

16. Relationship between the parties

The Parties’ relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the Parties. Neither Party is a legal representative of the other Party, and neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

17. FORCE MAJEURE:

In the event either party (the Prevented Party) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake, typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, pandemics, plagues, other epidemics, or other unforeseen events beyond the Prevented Party’s reasonable control (an Event of Force Majeure), the Prevented Party shall notify the other party without delay and within 30 days thereafter shall provide detailed information concerning such event and documents evidencing such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of its obligations under this Agreement.
If an Event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimize or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.

18. DISPUTE RESOLUTION:

All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties within 30 days of being brought to their attention (such period is referred to as the “Consultation Period”), shall be settled by arbitration governed by the provisions of appropriate arbitration laws. If the parties are not able to agree on a sole arbitrator, a panel of three arbitrators shall be appointed wherein each party shall appoint one arbitrator, and the two arbitrators together shall appoint the presiding arbitrator. The venue/seat of Arbitration shall be New Delhi and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

19. GOVERNING LAW AND JURISDICTION:

This Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the Parties hereto shall be governed by the laws of India and shall be subject to the jurisdiction of courts in New Delhi. This Agreement is executed in English language which shall prevail over any translation thereof.

20. COMPLIANCE WITH LAWS:

Each Party hereto agrees that it shall comply with all applicable local laws, ordinances and codes in performing its obligations hereunder. If at any time during the Term of this Agreement, a Party is informed or information comes to its attention that it is or may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal or other authority having competent jurisdiction), that Party shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code in all respects. Further, each Party shall establish and maintain all proper records (particularly, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from time to time.

21. SUCCESSORS:

This Agreement binds the successors and assigns of the respective Parties with respect to all covenants herein and cannot be changed except by written agreement signed by both Parties.

22. SEVERABILITY:

In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision(s).

23. HEADINGS:

The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof.

24. Electronic Signatures :

The Parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “Electronic Signature” shall include signature made through third-party document signing platforms and APIs, faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.

25. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER:

No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the Parties or Party against whom enforcement thereof is sought.

A failure or delay of any Party to this Agreement to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement.

26. FURTHER ASSURANCES AND INTERPRETATION:

Each Party agrees to perform (or procure the performance of) all further acts and things (including the execution and delivery of, or procuring the execution and delivery of, all deeds and documents that may be required by law or as may be necessary, required or advisable, procuring the convening of all meetings, the giving of all necessary waivers and consents and the passing of all resolutions and otherwise exercising all powers and rights available to them) to implement and give effect to this Agreement.
Save as otherwise provided herein, nothing herein contained shall constitute or be deemed to constitute any agency or partnership between or amongst any of the Parties to this Agreement and no Party to this Agreement shall therefore act or hold itself out as agent or partner of any other Party hereto.

27. Miscellaneous Provisions:

The Vendor shall be responsible for the look, embroidery and otherwise overall quality of the Product (depending upon category of the Product).
The Vendor shall provide fair and competitive pricing with respect to the Products listed by them on the Platform. The pricing on the Platform shall in no event exceed the price of the Vendor’s Products listed on other ecommerce Platforms whether online or offline.
The Vendor 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 Vendor to the Customer.
The Vendor agrees to replace the defective Products supplied to the Customer at its own cost and shall not hold the Company responsible in any manner whatsoever.
The Company may, at its discretion, arrange to lift defective Products from the Customer however the Vendor will still be liable to replace the defective product. Any charges incurred by the Company for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the Company upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from Company will be made however, The Company 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 Vendor hereby authorizes The Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
The Vendor hereby through this reference grants the right to the Company a revocable, non-exclusive license during the Initial Term of this Agreement and for Subsequent Term(s) if any to: exploit and display on the Company Platform, Company’s social media pages and advertise the (i) Vendor’s logo and other associated images (ii) product images and other content the Company may request form time to time on appropriate platforms.

28. ENTIRETY OF AGREEMENT:

This Agreement together with all Recitals, Appendices, Exhibits, Schedules, Attachments and Addenda attached hereto constitute the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the Parties with respect to the subject matter hereof.

ANNEXURE A: LIST OF BANNED OR PROHIBITED PRODUCTS [SAMPLE LIST]

Dangerous Goods

Oil-based paint and thinners (flammable liquids)
Industrial solvents
Insecticides, garden chemicals (fertilizers, poisons)
Lithium batteries
Magnetized materials
Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
Fuel for camp stoves, lanterns, torches or heating elements
Automobile batteries
Infectious substances
Any compound, liquid or gas that has toxic characteristics
Bleach
Flammable adhesives
Arms and ammunitions
Hazardous chemical items

Restricted Items

Precious stones, gems, and jewellery
Currency and coins
Poison
Firearms, explosives, and military equipment.
Hazardous and radioactive material
liquor
Any pornographic material
Hazardous chemical items

ANNEXURE B: PLATFORM

To access and use the Platform, Vendor shall register on the Platform which shall include a Website or Mobile Application.

Vendor Account
1. Vendor shall create an ‘Account’ by providing true and accurate details, including but not limited to full legal/business name, registered business address, current address, phone number, a valid email address etc.
2. If Vendor provides any information that is untrue, inaccurate, not current or incomplete or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company reserves its right to revoke any and all licenses under this Agreement and indefinitely suspend, terminate the Services being provided to Vendor and refuse to provide Vendor with access to the Platform;
3. Vendor shall have only one Account, which shall be in Vendor’s business name. Vendor further agrees and acknowledges that Vendor shall not create fake/duplicate accounts on the Platform;
4. Vendor shall be responsible for maintaining the confidentiality of Vendor Account ID and password. Vendor shall be responsible for all activities that occur under Vendor’s Account.
5. Vendor agrees to keep contact information up to date;
6. Vendor shall comply with and fully adhere to the Platform Terms of Use published on Website or Mobile Application;
7. Vendor shall not access the Platform for any unlawful purposes;
8. Vendor understands and agrees that the information provided by Vendor shall be stored by Company in accordance with the Platform Terms of Use and Privacy Policy published on Website or Mobile Application;
9. Vendor shall not infringe or misappropriate any third party’s Intellectual Property Rights;
10. Vendor shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any Applicable Law, or any item mentioned in the list of ‘Prohibited and Restricted Items’ detailed in Annexure A to this Agreement;
Listing of Products
1. Vendor’s Products will be listed on the Platform under the Vendor’s Account. Vendor must provide the name of the Product(s), price of the Product(s) and Quantity/Quality of the Product(s). Vendor may provide additional information such as a short description of the Product on a product by product basis.
2. The price of Product(s) provided by the Vendor is referred as “Vendor’s Product Price” or “VPP”. The price of Product(s) visible to the Customer is referred to as “Platform’s Product Price” or “PPP”.
3. VPP and PPP may be different. Customers will buy the Product(s) in accordance with PPP. VPP will be provided by the Vendor and PPP will be determined by the Company after adding (or subtracting) services fee, taxes, discounts, coupons and other fees/discounts as may be levied by the Company on the Customer.
4. The Vendor hereby through this reference grants the Company right to increase or decrease the PPP during sales or promotions on the Company’s Platform.
Mobile Application [OPTIONAL]
1. To access and use the Platform, Vendor will have to install Company’s Mobile Application on a supported device (the “Device”). Vendor may use more than one Device.
2. Vendor is responsible for the acquisition, cost and maintenance of Device(s) as well as any necessary wireless internet plan; and Company shall make available the Company Mobile Application (the “App”) for installation on Device(s). Company grants Vendor, a personal, non‐exclusive, non‐transferable license to install and use the App on Device(s) solely for the purpose of availing services provided by Company. Vendor agrees to not provide, distribute or share, or enable the provision, distribution or sharing of, the App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate, and Vendor shall be obliged to remove the App from the Device(s) if this Agreement terminates. Vendor is responsible to obtain and pay, at its own expense, internet fees for Device(s) required for the use of the App.
3. Vendor shall comply with and fully adhere to the additional terms and conditions published within the App.
E-invoices
1. Vendor shall receive e-invoices for the services availed by it through Company Platform. Vendor shall receive an email notification every time an e-invoice is issued by Company.