This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement.
This Vendor Agreement (“Vendor Agreement”) is entered into between Yes Genie Dreams Private Limited, a company incorporated under the Companies Act, 2013 with CIN U51224HR2020PTC088434 having its registered office at SCF 129, FF, Sector 17, Panchkula, Haryana, India 134109 ("Company") and the Vendor ("Vendor").
The domain name (hereinafter referred to as “Portal/Website") is owned by the company and operates as an online e-commerce marketplace for the display, advertizing and sale of lifestyle products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the customers / users of the portal on behalf of the vendors (as the vendor’s service provider). The company shall act as vendor’s service provider for providing various services in relation to the sale of its products as agreed under this vendor agreement (“Products”), and the use of the portal/website for enabling promotion / advertisement of the its products (“Services”).
- The vendor shall offer its products to the company for the purpose of sale by the vendor on the portal/website. The vendor shall make its final decision on the products and their quantities to be displayed. The company has the right to refuse to display, or withdraw from the portal, any product for sale on the portal.
- The products offered for sale by the vendor are either manufactured by the vendor or are sourced/ purchased by the vendor from third party suppliers/manufacturers (“Suppliers”).
- Services to be provided by the Company
As part and parcel of the services, the company shall carry out the following functions for and on behalf of the vendor for consideration as agreed under this vendor agreement.
- Facilitation of Sale of Products through the Portal:
- The vendor authorizes the company to, on behalf of the vendor, provide to customers / users of the portal:
- Information and assistance in relation to the listed products and sales thereof,
- Information in relation to status of the order placed by customers, and
- Operating a customer helpdesk for other inquiries in relation to products and orders, customer complaints and grievances.
- The vendor authorizes the company to place;
- A description of the vendor (including but not limited to description of suppliers, where so directed by the vendor) and
- Description of each of its products (including but not limited to the technical description of the products, brand name of the product, the price of the product and any applicable warranty terms) on the portal.
- Vendor rating based on vendor performance and customer reviews.
- The vendor authorizes the company to offer certain discounts during the year wherein the discount % and sharing ratio shall be decided mutually between the vendor and the company from time to time.
- The company shall advertise / display, on behalf of the vendor and also carry out promotional campaigns for the portal/website at its own cost.
- Ordering, Packaging and Delivery:
- The portal/website will enable customers to place orders for the product(s) they wish to purchase on the website.
- Upon receiving the confirmation of the order by the customer, the company will update the details of the confirmation of the order on the internal portal which the company shall maintain for the vendor.
- . The vendor will use packing material mutually agreed with the company to package the product and keep it ready for collection.
- Invoicing and Collection and Payments:
- The vendor will generate, print and issue an invoice for the purchased product to the customers from the vendor portal provided by the company.
- The vendor shall bear the freight charges. The company has installed api of shiprocket on its portal/website. This gives option of various courier companies to the vendors. If vendor opts for courier from company facility, then courier charges shall be deducted from the pre-paid account with shiprocket. At the time of releasing payment to the vendor, company shall deduct those charges from vendor payments .the vendor shall also have the option to use its own choice of courier service and settle the freight charges directly with the courier service provider.
- The company shall collect the payments from the customers on behalf of the vendor as its service provider.
- Payment Terms
- The customers shall be given the choice to make payments for the purchase of the product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the website/portal from time to time.
- The company shall generate and provide to the vendor fortnightly reports of the products that are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and hence RTO (return to origin) and any returns by the customer as per the R&R Policy (“Reports”).
- It is hereby clarified that company shall not be required to provide any other information (including any confidential information or any information about the Customers) to the vendor vide such reports or otherwise and any such information shall be the proprietary information of the company.
- The payment of sale proceeds of the products by the Company to the vendor shall be on a fortnightly basis. At the expiry of every ten (10) calendar days from a fortnight (each a “relevant fortnight”), the company shall remit to the vendor the sale proceeds of the products which have been duly delivered to the Customers during a relevant fortnight after deducting there from (i) the company’s Margin/Commission on the products sold and delivered to the Customers; (ii) any other costs incurred by the company in relation to provision of other services, as agreed under this vendor Agreement (iii) any adjustments for any RTO and returns received from the customers within three (3) months from the date of delivery of Products to a Customer; and (iv) all other amounts due and payable by the vendor to the company on accordance with this vendor Agreement.
- The margin retained by the company shall be subject to applicable withholding taxes (wherever applicable).
- The company’s margin/commission percentage on different products would be available to the vendor on the website/portal at the time of uploading product details which the vendor wants to sell and the vendor is deemed to have agreed and read the company’s margin/commission details. It is hereby stated that the company’s margin/commission details form part of this vendor agreement.
- Return & Refund
- The company has a return and refund policy (“R&R Policy”) which is applicable to the sale of products through the portal.
- The vendor has been provided a copy of the R&R policy or has been given access to the R&R policy and the vendor hereby confirms that the terms of the R&R policy are acceptable to the vendor.
- The company shall prominently display the R&R policy on the portal so that the customers are aware of the R&R policy.
- If a customer is entitled to a return or refund for any product in accordance with the R&R policy, the company shall make such return or refund solely on behalf of the vendor as per the R&R policy and adjust the amount so paid to such customer from any amounts payable by the company to the vendor. The vendor hereby agrees that such adjustments can be made from the amounts payable by the company to the vendor up to a period of 3 (three) months from the date of delivery of products to the customer.
- License to Make Use of Intellectual Property
- The vendor hereby grants to the company for the term a royalty free irrevocable license to use its intellectual property for the purposes of providing the services by the company as contemplated hereunder.
- It is hereby clarified that no rights in the intellectual property of the vendor or the suppliers are granted in favor of the company except the limited license to use the intellectual property for the purposes of providing the services by the company.
- The term “intellectual property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the products.
- Obligations of the Vendor
- The vendor shall mandatorily disclose the country of origin/manufacturing of the product listed by it on the portal/website
- The vendor shall (either itself or through its suppliers) be responsible for all warranty and after- sales services relating to the products as per its standard product warranty and maintenance contracts and shall keep the company fully indemnified in this regard.
- Obligation of the Company
The company shall maintain the proper and valid registration of its domain name in relation to the website during the term at its own costs.
- Title and Risk in relation to the Products
- No risk or title to the products shall pass to the company at any point of time for any reason whatsoever. The title and risks to the products shall be deemed to pass directly from the vendor to the customer upon delivery of the products to the customer and payment of the consideration for the products by the customer.
- Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) shall be of the vendor or its supplier alone and this provision shall survive the termination of the vendor agreement together with these terms & conditions.
- This vendor agreement shall become effective on the effective date as mentioned above and shall remain in force unless vendor agreement is terminated between the parties in accordance with the terms hereof (“Term”).
- The vendor agreement may be terminated by either party in accordance with the following:
- Upon material breach of these terms & conditions or vendor agreement by either party which is not cured within thirty (30) days of receipt of notification from the non- breaching party, the non-breaching party shall be free to terminate the vendor agreement forthwith;
- Where any party commits a material breach of the terms & conditions and in the reasonable opinion of the non-breaching party, such breach is not capable of cure, the non-breaching party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the vendor agreement forthwith.
- Either party may terminate the vendor agreement upon one month’s prior notice in writing if (a) the other party is adjudged bankrupt, or makes a general assignment for the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (c) such party commences any proceeding for relief from its creditors in any court under any insolvency statutes.
- The company may (a) forthwith terminate the vendor agreement where the company reasonably believes that the vendor’s actions or omissions have prejudicially affected the reputation of the company and / or the website; or (b) terminate the vendor agreement by giving a 1 (one) month’s notice in writing to the vendor.
- Consequences of expiry/termination: upon termination of the vendor agreement:
- The company shall be entitled to remove the products of the vendor displayed on the portal and/or advertised on the portal.
- All orders in relation to the products of the vendor that have been received prior to the termination of the vendor agreement and all obligations to return the product and/or refund the amount paid by the customer which may arise in the period after the date of termination hereof, shall be honored and completed, notwithstanding any termination hereof, in accordance with the terms of these terms & conditions and the R&R policy; and the vendor agrees and undertakes to co-operate with the company for the same.
- The vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the company under the vendor agreement, including any amount refunded by the company to the customer after the termination, which shall be paid by the vendor to the company immediately upon receipt of any demand from the company in this regard.
- The company shall within 30 (thirty) days of the date of termination, make payment of all outstanding amounts that are due to the vendor in accordance with the terms of this vendor agreement.
- The rights and obligations of the parties which have arisen hereunder up to the time of termination shall not be affected.
- Intellectual Property Rights
- The company shall own all rights in any intellectual property created by the company under these terms & conditions, including material, designs, graphics created and / or developed by the company.
- Subject to the provision of contained herein, the company owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the portal / website.
- Representation and Warranties of the Vendor
- The vendor has all rights (including all intellectual property rights), approvals and consents from any third parties (including suppliers) required to enter into and perform the vendor agreement together with terms & conditions and to supply and sell the products as contemplated hereunder.
- The vendor has procured all necessary registrations/permits as required under applicable laws for sale of products through the portal (including without limitation registration under applicable laws pertaining to sales tax and vat of the relevant states). The vendor further represents that the vendor shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the products to the relevant government authorities in a timely manner and the company shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the vendor. The vendor hereby agrees to keep the company harmless and indemnified in this regard. The indemnity obligations of the vendor contained herein shall survive the termination of the vendor agreement together with these terms & conditions.
- The vendor has a valid, clear and marketable title to all the products being displayed, advertised and sold through the portal under the terms of the vendor agreement.
- All the products are genuine, merchantable, marketable and of the quality and nature as described by the vendor to the company and displayed on the portal. The products are genuine, new and are not counterfeit products.
- The vendor has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the products or its packaging used in connection with display and advertising of the products by the company.
- Further, as per information technology (intermediaries guidelines) rules, 2011, the vendor agrees and undertakes that it shall not provide photographs/images of products for display, upload, modify, publish, transmit, update or share any information or share/list(s) any information relating to the product that:
- is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
- harm minors in any way;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of such messages;
- communicates any information which is grossly offensive or menacing in nature;
- impersonate another person;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the company’s website or portal; or
- Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation
Each party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other party and the other party’s officers, directors, employees and agents ( collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the indemnified party that arise out of or in any way relate to, or result from any breach by the indemnifying party of any of the provisions of the vendor agreement together with the terms & conditions (including, without limitation, any of the representations or warranties of the indemnifying party set forth herein), or negligence, fraud or willful misconduct of indemnifying party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the indemnifying party of any of the provisions of the vendor agreement together with terms & conditions (including, without limitation, any of the representations or warranties of the indemnifying party set forth herein) or the negligence, fraud or willful misconduct of the indemnifying party. The indemnified party shall give prompt notice to the indemnifying party of the existence and specifics of any such claims.
- General Clauses
All notices and other communication under this vendor agreement shall be in english and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this vendor agreement.
- Entire Agreement
This vendor agreement embodies the entire agreement and understanding of the parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the parties with respect to its subject matter.
Neither this vendor agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by vendor, either by operation of law or otherwise, without the express, prior, written consent of the company signed by an authorized representative of such party.
Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to vendor under this vendor agreement.
The said information shall not be used by the vendor for any purpose other than for the performance of its obligations under this vendor agreement. Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, vendor agrees that the company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this vendor agreement and/or disclosure of the confidential information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
- Limitation of liability:
Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this vendor 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.
- Relationship of Parties
Nothing in this vendor agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the parties. The company shall not be responsible for the acts or omissions of the vendor, and vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the company.
- Waiver and Amendment
No waiver of any breach of any provision of this vendor agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving party.
Except as expressly set out in this vendor agreement, no amendment is binding on the parties unless it is in writing and signed by a duly authorized representative of each of the parties.
- Force Majeure
Neither party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this vendor agreement due to unforeseen circumstances or any event which is beyond that party's reasonable control and without its fault or negligence, but not limited to, acts of god, war, riots, embargoes, strikes, lockouts, acts of any government authority, delays in obtaining licenses or rejection of applications under the statutes, failure of telephone connections or power failure, fire or floods.
- Electronic Execution
This vendor agreement is being executed electronically and each party recognizes that the same is validly executed under the information technology act, 2000 and shall form a binding agreement between the parties and no party shall claim invalidity of this vendor agreement merely on the grounds that it is being executed electronically.
- Governing Law and Jurisdiction
This vendor agreement shall be read and construed in accordance with the laws of India. All disputes arising out of or in relation to this vendor agreement shall be subject to the exclusive jurisdiction of courts at Panchkula, Haryana, India.