VENDER AGREEMENT

THIS SERVICES AGREEMENT (hereinafter referred to as "The Agreement" or This Agreement), is made at Patna, on ---------------- BY AND KRISH & ADITYA SERVICES PRIVATE LIMITED("KASPL") a Company registered under the provisions of the Indian Companies Act, 2013, having its registered office at 1st Floor, Mera Suvidha, Brahampur Bazar, Phulwari Sharif, Patna, Bihar – 801505 having the Corporate Identification Number(CIN) U52599BR2021PTC051040 which expression shall, unless it be repugnant to the subject or context thereof, include its successors, nominees and permitted assignees and hereinafter called as FIRST PART, MERA SUVIDHA.

BETWEEN

Mr./Mrs. ....................... (Business Name.....................) having its office at .................Address....................... which is a proprietorship / partnership/Authorized Signatory/ POA/Director firm/company here in after referred to as the "MERA SUVIDHA" (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its/his/her successors, legal heirs, nominees and permitted assignees, as the case may be) of the OTHERPART.

WHERE AS KRISH & ADITYA SERVICES PRIVATE LIMITED(“KASPL”) a Private Limited Company , engaged in India as Provider of E-Commerce Services activities as stipulated by the Govt. of India, Digital India and www.merasuvidha.com is the website through which the services are rolled out to the customer/partners. AND WHERE AS the “MERA SUVIDHA ” is an independent service provider / business entity for Commission and will perform the work / activities for KASPL as agreed upon under the present Agreement or any Addendum or Corrigendum thereto.

NOW THEREFORE, in consideration of the foregoing, the mutual promises set forth herein, and other good and valuable consideration the receipt and sufficiency of which are acknowledged herein, this Agreement witnesseth as under:

1. Commencement & Term.

  1. This Agreement shall commence from its date of execution mentioned above (Effective Date).
  2. This Agreement shall be in force for a period of 1 years from the date of its execution, unless terminated by the KASPL by giving notice in writing in accordance with the termination clauses of this Agreement.
  3. Unless terminated earlier in accordance with this Agreement, the Agreement shall end on completion of the term specified in the Agreement or on expiration of the renewed term.

2. Scope of Services

The Mera Suvidha Agrees to provide the services as detailed hereunder and as may be required by KASPL from time to time.

  1. To participate in all the training, awareness and outreach programs at their end for the end customers to bring the benefit of Online Business/ Service to them.
  2. To support the business associate of KASPL at Mera Suvidha in all the marketing related programs with their active participation.
  3. To provide the end customers the services prescribed by the company KASPL at the rate prescribed by them without hiding any facts from the customer.
  4. To keep the trust of the end customers/payers intact and ensuring their data integrity to the fullest.
  5. To provide most customer friendly environment to the end customers/payers without any discrimination based on their financial standing or any prejudice.
  6. To Ensure Compliance to Regulatory, Statutory and Legal frameworks by Mera Suvidha.
  7. To Facilitate Rolling out of Additional Online Business/Services as proposed by KASPL through at Mera Suvidha.

3. Consideration and payment terms

To form a legally valid contract, it is necessary to have a consideration made by one in return for the service offered by the other party. A consideration clause consists of the amount agreed to be paid, mode of payment. In an e-commerce vendor agreement, it states the amount and the manner in which the vendor will pay the company as a signup fee, collection of payment during the delivery of the vendor’s products, amount of deduction made by the company before transferring the payment to the vendor, etc. A sample “Consideration” clause is as follows:

Consideration Clause

  1. The vendor shall make an payment of Rs. 500.00 as the Sign-up fees for the creation of an Online Store on the Execution date.
  2. The Company shall have the right to collect the Payment on behalf of the Vendor in respect of the Orders received through the Online Store. The Company shall charge the service charges to the Vendor at the rate of 0-25% per item in consideration of the services rendered by the Company under the Agreement.
  3. The Company shall pay the Vendor an amount recovered minus the sum of shipping charges, service charges, and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at Rs. (As per Norms)/- per transaction.
  4. In the event an order is reversed due to Quality Issue, Damaged product, Wrong Item delivered or the Item Not delivered, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product up to a maximum limit of Rs (As per Norms) and the said charges shall be deducted from the amount due and payable to Vendor.
  5. The Company shall reimburse the Vendor for payment of the sale proceeds in the following manner:

4. Obligations of the vendor

There is an obligation on an e-commerce vendor to put product description, images, disclaimer, delivery timelines, price and such other details that are not unlawful or violate the IP of any third party. If the vendor puts anything unlawful or objectionable on the company’s website, it will defame the company’s name and may invite legal charges against the company as well. This clause covers all these aspects to make sure the vendor is performing within the legal framework. It also states the time period within which the delivery of goods shall be made to the company on receipt of order. This can be worded as follows:

The Vendor shall:

  1. Through the interface provided by the Company on the creation of Vendor’s Online Store, the Vendor shall upload the product images, description, delivery timelines, disclaimer, price, and such other details for the products displayed and offered for sale through the said online store.
  2. Vendor shall ensure not to upload any description, image, graphic, text that is unlawful, objectionable, obscene, opposed to public policy, vulgar, or is in violation of intellectual property rights of any third party.
  3. The vendor shall only upload the product description and image for the product which is offered for sale through the Online Store and for which the said Online Store is created.
  4. The vendor shall provide a correct, full, true description and accurate of the product to enable the customers to make an informed decision.
  5. Vendors shall be solely responsible for the quantity, quality, merchantability, guarantee and warranties in respect of the products offered for sale through their online store.
  6. On receipt of the approved order, the Vendor shall dispatch and deliver the products within a period of 1 to 15 days.
  7. In respect of the orders for Products placed through the Online Store, the Vendor shall submit proof of dispatch to the satisfaction of Company within 24 hours of the request made by the Company.

5. Company reserves the right

When the Vendor and the Company enter into this agreement, it becomes important to transfer the vendor the right to upload product details, descriptions, etc. But at all times there are some rights that the company does not transfer to the vendor but instead reserves with itself. These rights are incorporated under the ‘Company Reserves the Right’ clause. This right includes the company’s right to block or delete any image(s), text, graphic, uploaded on the online store by the Vendor as well as the right to display appropriate disclaimers and terms of use. This clause can be framed as follows:

Company reserves the right:

  1. Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to:
  2. Block or delete any image(s), text, graphic uploaded on the online store by the Vendor without any prior intimation to the Vendor in the event the said image(s), text or graphic is found to violate any law, breach of any of the terms of the Agreement, terms and conditions of the Website. In such an event, the Company shall without any prior intimation or liability to the Vendor have the right to forthwith remove the online store of the Vendor.
  3. provide and display appropriate disclaimers and terms of use on the Website.
  4. discontinue or terminate the said service to the Customer or the End user as the case may be, without having any liability to refund the amount to the Vendor to forthwith block, remove or close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal or Statutory Authorities or under a Court order if the Company is of the belief that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement.

6. Term

The duration of the Agreement is specified in the term clause. Once the parties decide the nature of the agreement and the rights and obligations incurred on them, it is important to define the period for which such rights and obligations shall be in existence. A sample “Term” clause is as follows:

"This Agreement shall commence from Effective Date and shall continue to be in effect for a period of 1Year unless terminated earlier. ("Term")"

7. Company not liable

As the agreement deals with the selling of goods and services, there can be situations when a third party may impose a claim for the damage, expiry, misrepresentation, etc of the products. The ‘Company not liable’ clause states that the Company shall not be liable to any third party for the services of the Vendor. A standard ‘Company not liable’ clause is as follows:

Company not liable:

  1. The Company shall not be held liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under the Agreement or as a result of the Products being in any way defective, damaged, in an unfit condition, violating or infringing any laws, intellectual, regulations, property rights of any third party.
  2. The Vendor shall be solely liable for any damages, claims or allegation arising out of the Products offered for sale through its online store including but not limited to the quantity, quality, merchantability, price, use for a particular purpose, or any other related claim and shall not hold the Company liable for any such claims and damages.
  3. The Company shall not be liable for any damages or claims arising out of any misrepresentation, negligence, or misconduct by the Vendor or any of its representatives.

8.Termination and effects of termination

Usually, the agreement terminates on the expiry of the term. However, there are situations in which the agreement can be legally terminated before the expiry of the term. The termination clause states such situations under which the parties can terminate the agreement. The right to terminate the agreement is granted to both the parties. A sample termination clause on behalf of the Company can we stated as follows:

A. The Company shall have the right to terminate the Agreement in the event:

  1. The Vendor fails to make payment of the agreed consideration, by giving a written notice of 24 hours
  2. The Vendor commits a material breach of any obligations, representation, warranty, covenant, or term of this agreement and the same is not rectified after the Company gives a written notice of 3 days.
  3. If an insolvency Petition is filed against the Vendor.
  4. If the Vendor infringes a third party rights including intellectual property rights.
  5. The Agreement may be terminated by either party giving the other party a prior 30 days written notice.

The effect of the termination clause is either drafted along with the termination or is followed by the termination clause. It states the steps that parties are under obligation to follow upon the termination of the agreement. A sample clause is as follows:

B. Effect of Termination:

  1. In the event of expiry termination of the Agreement, the Company with immediate effect shall remove the Links and shall discontinue displaying the Products on Online store. The Company by virtue of termination of this agreement shall not be liable for any loss or damages incurred by the Vendor.
  2. During the notice period both the parties shall be bound to perform its obligations incurred under the agreement and this sub-clause shall survive the termination of this agreement.

9. Intellectual property rights

This is a very important clause that protects the right, title, and interest of the vendor as well as the company concerning their respective trademarks and logos. It mentions that the use of the trademark and logo on the website does not mean that any right with respect to the trademark and logo is transferred to the other party. It can be stated as:

“It is expressly agreed between the Parties that each Party shall retain all interest, right, and title in their respective trademarks and logos (“Intellectual Property”) and that nothing contained in the Agreement, nor the use of the Intellectual Property on the advertising, publicity, promotional or other material in relation to the Services shall be construed as giving to any Party any interest, right, and title of any nature whatsoever to any of the other Party’s Intellectual Property.”

10. Entire agreement

The aim of this clause is to warrant that all the terms and conditions governing the right and obligations of the parties are set out in a single contractual document, which supersedes all prior negotiations and agreements made before contracting the present agreement. This clause aims to prevent the contracting parties from relying on the representations made by them during the time of negotiations. At the time of negotiations, various terms keep changing until the final agreement is made, this clause prevents the parties from claiming something different than that is agreed in the present agreement. A sample entire agreement clause may be stated as:

The Agreement contains the entire and final agreement and understanding between the Parties and is the complete and exclusive statement of its terms. The Agreement supersedes all prior agreement and negotiations, whether oral or written, in connection therewith.”
This clause is inserted as a matter of routine but its interpretation becomes very important when the parties have entered into multiple agreements before contracting the e-commerce vendor’s agreement.

11. Limitation of liability

The Limitation of Liability clause is one of the best ways to ensure the financial and legal protection of the Agreement. It is very important to explicitly draft the liabilities clause to protect the parties from liability in certain situations and to monitor the amount of damages that can be claimed by the other party. A sample Limitation of Liability clause is:

“Except in case of breach of contract, under no circumstances, will either party be liable to the other party for lost profits, or for any incidental, indirect, consequential, exemplary or special damages arising from the subject matter of the Agreement, regardless of the type of claim and even if that party 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 aggrieved party to have been deliberately caused by the other party.”

Conclusion: Like any other agreement E-commerce Vendor agreement also needs a valid consideration in return for the services offered. This agreement is made between an e-commerce vendor and an online shop owner. There are many clauses like the name clause, recitals, parties clause, term and terminations clause, etc. which are part of any basic agreement and also forms part of this agreement. Clauses like obligation of Vendor, Company reserves rights are some of the clauses that are common only in such kind of vendor’s agreements. It is always suggested to include provisions that are mutually agreed between the parties to have a healthy business relation.

Any dispute arising in connection with this Agreement shall be amicably settled in accordance with the laws of Arbitration of India.

IN WITNESS WHEROF THE PARTIES HERETO HAVE HERUNTO SET THEIR HANDS AND SEAL ON THE DAY AND YEAR FIRST HEREINABOVE WRITTEN

M/s KRISH & ADITYA SERVICES PVT LTD .

Authorized Signatory
(MERA SUVIDHA)

Mr. /Mrs. Name

Authorized Signatory (Business Name)