Verve multi-resources limited is owner of E-Commerce Website by the name of www.dashandbuy.com wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.
2. Commencement, Term, Renewal
2.1 The date of execution of this agreement shall be the commencement after merchant signs the contract. The agreement shall remain valid and binding indefinitely until termination by either party. Agreement can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party. Termination can occur anytime, with a period of notice of one month, in writing. Revenue generated during this notice period are subject to the partnership agreement.
2.2 The right to immediate termination in particular covers the case where merchant repeatedly receives negative ratings and reviews and when these are obviously unjustified, repeatedly withholding or providing misleading information are grounds for termination of agreement.
2.3 Dashandbuy reserves the right to modify the general terms and conditions without justification. Dashandbuy will however give adequate notice to merchant in this case. The changes are considered agreed if merchant does not object to them in writing after 2 weeks if change.
3. Merchant rights and obligations
3.1 The merchant will keep informed at all times Dashandbuy about the availability of the products in its inventory along with detailed specifications like size, colour, texture etc. as may be required of the product. Order once placed on Dashandbuy by the customer shall have to be honored by the merchant at all costs.
3.2 The merchant will be responsible for keeping up to date inventory of items listed on Dashandbuy. Merchant is advised to keep advertised products available to the best of ability.
3.3 The merchant will process order and delivery after confirmation of sale is received via email or text message. The delivery option and time on their listing is binding. Orders should be fulfilled within 5 working days.
3.4 Repeated stock outs will result in termination of agreement and removal of merchant from Dashandbuy.
3.5 The merchant shall 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.
3.6 In case the merchant is running out of supplies or is likely not to fulfill the Order received by Dashandbuy it shall intimate to Dashandbuy at least 48 hours (2 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website.
3.7 The merchant will not send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of Dashandbuy, to the customer either along with the products supplied or in any manner whatsoever.
3.8 Merchant will not 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.
3.9 The Vendor agrees to indemnify and keep indemnified Dashandbuy from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against Dashandbuy due to acts/omission on the part of the merchant.
3.10 The merchant will provide to Dashandbuy for the purpose of the creation/display on website, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.
3.11 Merchant 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 surrogatory in nature.
3.12 Merchant will be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through Dashandbuy.
3.13 Merchant will 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 the period mentioned herein before in the agreement.
3.14 Merchant will pass on the legal title, rights and ownership in the Products sold to the Customer.
3.15 Merchant will be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on Dashandbuy
3.16 Merchant will provide to Dashandbuy copies of any document required for the purposes of performance of its obligations under this agreement.
4.1 Dashandbuy as such shall not charge any fee for providing web space/display on website however for all such sales that are made/generated using the website www.dashandbuy.com a commission shall be paid by the Vendor to dashandbuy. The details of commissions to be paid product category wise is specified in Schedule A to this agreement. The schedule can be amended to modify any rate of commission in respect of any product. Any amendment to such schedule will be express. The said schedule is to be treated as part of the agreement.
4.2 It is expressly agreed by the parties hereto that Dashandbuy shall debit the amount of commission from the remittance to Merchant at the time of forwarding the order received from the end customer.
4.3 The parties will endeavor to perform reconciliation of accounts/orders every 30 days.
4.4 Dashandbuy may charge additional fees and reserves the right to adjust the percentage commission providing suitable notice in advance to the merchant.
5. Order, Handling and Delivery
5.1 Orders for the product shall be received using the website www.dashandbuy.com and shall be forwarded to the merchant by Dashandbuy via email/Telephone.
5.2 The Merchant shall upon receipt of the order from Dashandbuy immediately arrange to deliver the products to the designated address as early as possible but in any case, the dispatch shall be made within Five (5) Working days of the receipt of the order.
5.3 In case the Merchant fails to dispatch the product within the previously mentioned time, it has to return the amount received back to Dashandbuy forthwith. No delay in returning the amount is permissible and any delay caused shall be considered as breach of the agreement and be one of the cause for termination of agreement.
5.4 The Merchant shall provide to Dashandbuy the consignment number, details of courier/shipment agency immediately followed by proof of delivery.
5.5 The Merchant shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The Merchant shall provide the necessary guarantee/warranty to the customer.
5.6 The Merchant agrees to replace the defective products supplied to the customer at its own cost and shall not hold Dashandbuy responsible in any manner whatsoever.
6. Customer online payment
6.1 In case of electronic payment (by debit card, prepaid card or transfer) by customer Dashandbuy will receive payments for relevant order in Dashandbuy’s name.
6.2 The merchant will keep receipt of deliveries to customer for 12 Months and make them available upon request.
6.3 In case of delivery failure, merchant must contact Dashandbuy within 24 hours so that Dashandbuy may cancel the transaction.
6.4 The merchant bears the risk of abuse of payment, fraudulent payment, and false alert for Pay on delivery orders.
7. Invoicing and Merchant payment
7.1 Dashandbuy invoices may be delivered by e-mail or online. They include claims on merchant, commission and other fees as may be applicable.
7.2 Dashandbuy will send monthly statement of confirmed order on the 10th of each month after which the merchant is to verify supply and commission settlement.
7.3 Dashandbuy will deduct commission from gross confirmed sales on the 15th of each month and merchant account will be credited accordingly.
7.4 Payments will be made by bank transfer or cheque.
8. Warranties, Representations and Undertakings of the Vendor
8.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with Dashandbuy and the agreement so executed is binding in nature.
8.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Merchant.
8.3 That merchant has an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with Dashandbuy.
8.4 It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities.
8.5 That merchant has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Dashandbuy and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
8.6 Merchant shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to Dashandbuy upon demand.
9. Rights of Dashandbuy
9.1 Merchant agrees and acknowledges that Dashandbuy, 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 online store by the Merchant without any prior intimation to Merchant 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.
10.1 Dashandbuy on the basis of representation by the Merchant is marketing the products of the Merchant on the shopping website www.dashandbuy.com to enable Merchant to offer the its products for sale through the said online shopping Site. This representation is the essence of the Contract.
10.2 It is expressly agreed by the Merchant that the Firm shall under no circumstances be liable or responsible for any loss, injury or damage to the Merchant, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party.
10.3 The Merchant agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through www.dashandbuy.com (including but not limited to quality, quantity, price, merchantability, and use for a particular purpose, or any other related claim) and shall hold Dashandbuy harmless and indemnified against all such claims and damages.
10.4 Further Dashandbuy shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the merchant or any of its representatives.
10.5 VAT liability rests with the Merchant and Dashandbuy will not be liable for any VAT issues
10.6 Dashandbuy under no circumstances will be liable to the merchant for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor 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 Vendor to have been deliberately caused by Dashandbuy.
11. Termination and effects of Termination This Agreement may be terminated by Dashandbuy forthwith in the event.
11.1 Merchant fails to make payment of the sum demanded after it has been served a 48 hours written notice;
11.2 Merchant commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Company.
11.3 If a Petition for insolvency is filed against the Merchant.
11.4 If the Merchant is in infringement of the third party rights including intellectual property rights.
12. Effect of Termination
12.1 In the event of termination/expiry of this Agreement, Dashandbuy shall remove the Links and shall discontinue display of the Products on www.dashandbuy.com with immediate effect.
12.2 Dashandbuy shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Merchant by virtue of termination of this agreement.
12.3 During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
13.1 The contents of the agreement and any information passed on by Dashandbuy to the Merchant is highly confidential in nature and the Merchant agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Merchant under this Agreement.
13.2 The Merchant or its agents, servants, representatives or any person acting through or claiming through the Merchant for any purpose other than for the performance of its obligations under this Agreement, shall not use the said information.
13.3 The Merchant 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, Merchant agrees that the Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. Dashandbuy shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
14. Relationship of Parties
14.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. Dashandbuy shall not be responsible for the acts or omissions of the Merchant and Merchant shall not represent Dashandbuy, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of Dashandbuy.
15. Waiver and Amendment
15.1 No waiver of any breach of any provision of this 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.
15.2 Except as expressly set out in this 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.