Orgoshops Marketplace Seller Agreement
ONLINE VENDORS AGREEMENT
This Online Vendors Agreement (hereinafter referred to as “Agreement”) is executed on this ___day of ________, 2020 (hereinafter the “Effective Date”) at Chennai, Tamil Nadu.
BY AND BETWEEN
M/s Orgoshops International Private Limited, a private limited company incorporated under the provisions of the Companies Act, 2013 and having its registered office address at “714-A, & 7th Floor, Spencer Plaza, suite No.639, Mount Road, Anna Salai, Chennai 600002, India”, where such expression shall be taken to mean unless expressly stated to the contrary, its successors and assigns hereinafter referred to as the “Company” of the FIRST PART;
_________________, an individual aged ____, S/o of _________, residing at _________________ where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns hereinafter referred to as the “Vendor” of the SECOND PART;
The “Company” and the “Vendor” shall be referred to” individually as “Party”/ “Company”/ “Vendor” and as “Parties” collectively, as the context may require.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:
- SCOPE OF SERVICES
- The Company has entered into this Agreement with the Vendor for the purpose of listing the Vendor on the platform ___________________ (hereinafter referred to as “Platform”) provided by the Company for the Vendor to provide its services.
- The Company owns and operates an online marketplace for all service providers engaged in the business of providing organic certified products and Health Care Products, Beauty Care products, Food & Snacks, Grocery, and Home living Products.
- The Vendor is engaged in the business of providing __________________ (hereinafter referred to as “Services”).
- The Vendor further shall ensure to provide all the services in a professional manner and accordance with the terms and conditions outlined in this Agreement.
- The Parties shall be governed under the payment terms and conditions outlined in this Agreement.
- PAYMENT AND PAYMENT TERMS
- The Company shall collect marketing fees from the Vendor as part of products purchased by the Buyers on the Platform of the Company.
- The Vendor shall provide Marketing Fees according to different products listed on the Platform (http://orgoshops.com/selling-fee-structure/) to the Company.
- The Company charges sales commission from the Vendors in percentage and the percentage varies based on the category, sub-category, selling price of the item (or order item value). The fees usually range between 5% to 30%.
- The Company charges Closing fee on every successful sale on the Platform that is any order which is not returned or cancelled. This varies based on Order Item Value and sub-category the product belongs to. The Closing fee is not charged in case of User or courier returns. The Vendor is liable to pay Rs. 10/- for closing fee.
- The Vendor shall pay Rs. 20/- or 2.7% of the selling price (whichever is higher) to the Company as payment collection fees.
- All payments from the Vendor shall be remitted into the bank account details provided by the Company post the execution of this Agreement.
- The payment is made by the Company to the Vendor every two weeks, with each payment including 14 days of orders that were delivered at least 7 days ago.
- The Company shall not in any manner directly request the Vendor for any additional payment apart from the fees outlined in this Agreement for the Default Features provided on the platform.
- All additional features apart from the Default features shall be beyond the scope of the services as specified under this Agreement or that shall be introduced by the Company to the Vendor shall be charged additionally by the Company.
- OBLIGATIONS OF THE COMPANY
- The Company shall request the Vendor with relevant information as sought by the Company to list the Vendor on the platform owned and operated by the Company.
- The Company shall be obligated to create a profile page for the Vendor and shall undertake to promote the Vendor on various Social Media Platforms that the Company shall be acquainted and the marketing shall occur for the purpose of Vendor visibility.
- The Company shall collect, create and manage content including but not limited to the Vendors information such as images, videos and event information including but not limited to the Vendor’s past Clients names etc. for the purpose of listing the Vendor on the Platform.
- The Company will have all the rights and the authority to delist the vendors without prior intimation and without specifying any reason for the same.
- OBLIGATIONS OF THE VENDOR
- The Vendor shall provide the Company with the documents necessary for registration like PAN Card, Aadhar Card, VAT/TIN/GST Certification, NEFT Certification provided by the Bank and Address and ID proof.
- The Vendor shall accept service requests from the customers and users of the platform provided by the Company and shall ensure to provide the services diligently.
- The Vendor shall provide all content to the Company that shall be free from copyright and/or free from any other form of IP infringement. Any liability arising out of the IP shared by the Vendor to the Company shall solely vest with the Vendor.
- Before confirming the service request, it is the obligation of the vendor to check the availability of the service sought by the user of the platform.
- The vendor who wishes to register himself on the Platform must be 14 years of age or above.
- The Vendor hereby expressly agrees that it shall supply quality services to the users of the platform and carry out its obligations in an effective, diligent and timely manner and charges can be levied on the Vendor if the Company has reasonable grounds to believe that the quality of the Service is substandard.
- The Vendor will be solely responsible for any damages, injury or ailments caused to the User as a result of using the Vendor’s services. Additionally, the Vendor shall bear all responsibility towards the damages if any incurred on the Vendors Employees (if any), assigns or any of the property that shall be used by the Vendor.
- The Vendor shall strictly adhere not to solicit or circumvent any customers or users through the platform on the execution of this Agreement, if the Vendor so shall undertake to do so, this Agreement shall deem to be terminated without any refund or reimbursement to the Vendor.
- If the service provided by the Vendor is deficient then the Vendor is responsible for all additional expenses including but not limited to legal expenses towards such deficiency of services.
- The vendor should provide an immediate update to the Company if there is any change in their Address, GST, PAN, cancelled cheque, etc from time to time.
- The vendor must always assist the users who are in need of their services.
- The vendor has to promote the services of the Company through any promotional activity they seem fit.
- The vendor must not disclose business operations with others.
- Vendors are not allowed to undertake any services or are permitted to provide any services to the users of the platform that are banned or prohibited by the government. If the Vendor undertakes to provide such services, this Agreement shall stand terminated and the Company shall be waived from any liability of such services.
- The Vendor shall adhere to the terms, conditions and obligations set out under the present agreement and any other policies of the Company.
- The Vendor shall not in any manner directly or indirectly be entitled to raise a claim towards any profit or revenue generated by the Company in any given period during the term of this Agreement or post termination of this Agreement.
- Vendor Warranties and Representations
- The Vendor warrants and represents that the services provided under this arrangement shall conform to quality specifications and the Vendor is legally authorized to provide all the Services, agreed to be provided under this Agreement.
- The Vendors should not raise any objection against the Company for sharing their accounts of association with the Company on the Company’s social media handles or for any other promotional activity.
- Limitation of Liability
Notwithstanding anything in this Agreement, both Parties agree that all liabilities including originality, genuineness, quality, copyright and non-performance claims concerning the Products would rest entirely with the Vendor and the Company would not have any liability in this matter.
- The Vendor agrees to indemnify, protect and hold harmless Company from any claims, demands, damages, suits, losses, liabilities and causes of actions arising directly or indirectly from the actions of any third party concerning the services provided by the Vendor and offered by the platform of the Company.
- The Vendor agrees to indemnify, protect and hold harmless the Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Vendor and/or his/her Personnel arising from the performance of the scope of services offered by the Vendor under this Agreement, including personal injury or death to any person (including to Vendor and/or his/her Personnel), as well as any liability arising from the Vendor’s failure to comply with the terms of this Agreement. The Vendor’s obligations hereunder shall include the cost of defence, including attorneys’ fees.
- Intellectual Property Rights
Unless the Company has otherwise agreed to in writing, nothing herein gives the Vendor a right to use any of the Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, save according to the provisions of this Agreement. Further, the Vendor agrees to use any trademark, service mark, trade name or logo of the Company authorized by the Company in a manner that does not cause, is likely to cause or intends to confuse the owner of such marks, names or logos.
All logos, trademarks, brand names, service marks, domain names and other distinctive brand features of the Company and the designs available on the Platform are the property of the Company. Intellectual Property for any individual product, if applicable, will rest with the Vendor. The Vendor further agrees and acknowledges that the Content provided by the Vendor under this Agreement and to the Company for the purpose of publicity and marketing shall be the content solely generated by the Vendor or the ownership shall be vested with the Vendor and the Vendor agrees and acknowledges to provide the Company with rights to use the Content as per the Scope of the Services.
- The Parties may share some information that is confidential and proprietary in nature with the other Party to enable the parties to interact and work productively (the “Purpose“). Any such information shall be used only for the intended purpose and shall not be disclosed, published or otherwise cause to be disclosed to any third party.
- During the term of this Agreement and after the conclusion thereof, the Vendor agrees to keep in the strictest confidence and not disclose to any third party the confidential information shared, including but not limited to, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement unless such disclosure is required by law.
- The Vendor agrees to treat any data including but not limited to personal data, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge in connection with this Agreement through any medium as confidential and shall not disclose the same to any others, except as may be required by law or as may be required to be disclosed on a “need-to-know” basis for implementing this Agreement.
- Term and Termination
- Term: This Agreement is valid from the Effective Date mentioned herein and will remain in effect until terminated by the Vendor.
- Termination due to breach: In case of breach of any of the terms of this Agreement by the Company hereto, the Vendor shall not be entitled to receive any renumeration or compensation towards such termination caused due to the Breach of this Agreement or any services provided hereunder.
- Termination in case of violation of law: In addition to any other termination rights granted by this Agreement, the Company may terminate this Agreement immediately without liability upon written notice if the Company has reasonable grounds to believe that work is done by the Vendor has any effect of disrepute on the Company.
- Termination by notice: This Agreement may be terminated by either party upon giving at least 30 days prior notice in writing to the other party.
- Effects of Termination
The Vendor is required to provide all the services in their entirety requested to it by the Platform’s users during the notice period and adhere to all the terms of the Agreement till then. Any termination shall not affect any liabilities incurred by the Vendor before the termination of the Agreement or for acts performed during the execution period of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.
- Force Majeure
The Company shall not be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to unforeseen accidents, acts of war, acts of God, earthquake, riot, Pandemic, sabotage, labour shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal, or unauthorized.
- General Provisions
- Entire Agreement: The representations and warranties are given or made by the Vendor to the Company prior hereto and this Agreement and the terms amended in writing from time-to-time hereafter shall constitute the entire agreement between the Company and the Vendor pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representation and warranties given by the Company unless incorporated into the Agreement.
- Relationship between Parties: It is clarified that this Agreement is on a principal-to-principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and the Vendor and/or their Staff and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the Vendor
- Severability: If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission /commission of the Parties hereto done before the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.
- Modifications and Amendments: Any Modification to the terms of this Agreement may be carried out by the Company at its discretion and sufficient notice of such modification should be provided to the Vendor in writing.
- Assignment: This Agreement will bind the successors and permitted assigns of the Parties hereto and the Vendor will obtain prior written consent from the Company before the assignment of this Agreement. The Company shall be immediately intimated of any sale, assignment, lease or transfer or change on ownership in any way of the Vendor.
- Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If the Company fails to perform its obligations under this Agreement and the Vendor does not enforce such provision, failure to enforce on that occasion shall be taken as a waiver of enforceability rights available to the Vendor. However, if the Vendor fails to perform its obligations under this Agreement and the Vendor does not enforce such provision, failure to enforce on that occasion shall not be taken as a waiver of the enforceability rights available to the Company.
- Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall survive so as to put an end to the pending operations/transactions already entered into in a smooth manner when the Parties following any expiration or termination of this Agreement. All liabilities due by the Vendor shall survive the expiry or termination of the Agreement.
- Dispute Resolution: The Vendor is bound by the terms and conditions of this Agreement. In any case, the Vendor violates any of the provisions of this Agreement, the Vendor shall be subject to various legal actions. In case of any dispute arising out of this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings shall be held at Chennai, Tamil Nadu and shall be conducted in English. The Company shall appoint a sole arbitrator who shall preside over the arbitration proceedings. All costs of arbitration shall be borne as specified by the Arbitrator in the award, however, this does not affect the right of the Arbitrator to award costs to any one Party.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Chennai, Tamil Nadu for the adjudication of any dispute hereunder or in connection herewith.
- Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination.
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement.
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For Orgoshops International Pvt. Ltd. For Vendor