AGREEMENT BETWEEN VENDOR AND SSATHAM ENTERPRIES
This Agreement between Vendor and SSATHAM
ENTERPRIES (“Agreement”) is made on ___ day of May, 2020 (“Effective date”)
Company SSATHAM ENTERPRIES (www.tamizhashop.in) (“Company”, “we”, “our”)
and You (“Vendor”), with respect
to the licensing of certain rights in and to Vendor’s Service(s), product(s)
or design(s) (“Product”).
The domain name www.tamizhashop.in
(hereinafter referred to as “Platform” or “Website”) is owned by the Company and operates as an online e-commerce marketplace for the display,
advertising and sale of products and services by various vendors to the end
customers (“Customers”) and provides
related services to the vendors and to the Customers / users of the Platform on
behalf of the vendors (as the vendor’s service provider).
BY USING THIS WEBSITE AS A SERVICE
(“SERVICE”), YOU DE-FACTO ARE LEGALLY BOUND BY THE FOLLOWING AGREEMENT. IF YOU
DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE AND CONTACT
THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS NOTICE, USING THE
SERVICE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THE AGREEMENT.
The Company shall act as Vendor’s
service provider for providing various services in relation to the sale of its
Products and Services as agreed under
this Agreement, and the use of the Platform for enabling promotion /
advertisement of the its Products and Services (“Services”).
shall mean any and all goods and services provided by the Vendor for which
Company makes available Company’s Platform to the Vendor.
2. Products and Services:
The Vendor shall offer its Products and
Services to the Company for advertising for the purpose of sale by the Vendor
(Company or Vendor) on the Platform.
In the event the Vendor purchases the
Products from the Supplier, the Vendor has furnished a no objection certificate from the owner/manufacturer
of the Products in the format provided by the Company and annexed to the Vendor
Agreement. Here Supplier refers to as the third party suppliers/manufacturers
from whom Product sourced/ purchased by the Vendor.
3. Services to be provided by the Company:
part of the Services, the Company shall
carry out the following functions for and on behalf of the Vendor for consideration
as agreed under the Vendor Agreement.
Facilitation of Sale of Products and
Services through the Platform:
Information and assistance in relation to
the listed Products and Services and sales thereof,
Information in relation to status of the
order placed by Customers, and
a customer helpdesk
for other inquiries
in relation to Products,
Services and orders, customer complaints and
The Vendor agrees and undertakes to fully
co-operate with the Company as reasonably required, in connection with any
customer-service functions undertaken by the Company. Such services can be
provided by the Vendor either on its own or through the Suppliers, as the case
The Vendor authorizes the Company to place;
A description of the Vendor (including but
not limited to description of product Suppliers, where so directed by the
description of each of its Products and
Services (including but not limited to the technical description of the
Products, Services, brand name of the Product, the price of the Product &
Services and any applicable warranty terms) on the Platform.
The Vendor rating
based on vendor
performance and customer
The Company shall advertise / display, on
behalf of the Vendor, the Products and Services on the Platform based on the
preference opted for by the Vendor in the Vendor Agreement.
5. Quality and Quantity Assurance:
Prior to the Product(s) and Service(s)
being displayed / advertised on the Platform, the Vendor shall, within 2 (two)
business days, ensure the availability of the Products for servicing customer
orders, and provide the product summary to be uploaded on the site (“Stock Statement”).
Further provided that in the event that
due to any reason the Product(s) in respect of which the product Statement has
been furnished become unavailable in the stated quantities, the Vendor shall
immediately, from such Product(s) or stated quantities thereof becoming
unavailable, update the inventory on site.
6. Ordering, Packaging and Delivery:
The Platform will enable Customers to
place orders for the Product(s) and Service(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 Platform which the Company shall maintain for the Vendor.
The Vendor hereby irrevocably confirms that upon receiving the confirmation of
the order by the Customer in respect
of any Product and Service, the Vendor shall borne product delivery expenses,
including shipping, return shipping and external packaging to any location
within Vendor’s country, within 24 hours of the confirmed order being received
on the Platform. The Vendor consent the Company to use packing material
mutually agreed with the Company to package the Product and keep it ready for
collection. The materials and collaterals to be used for outermost package
layer shall be provided by the Company.
The Vendor shall ensure to provide all
relevant authorisations in favour of the Company to facilitate aforesaid
shipping of the relevant Products from the Vendor to the Customers within 2
working days and 5 working days if Vendor is overseas based.
The Company may verify, on behalf of the
Vendor as a service provider, the consignment
against the confirmed order placed by the relevant
Customer, and such other
Quality Parameters as may be reasonably required or specifically instructed.
Company may also use their own packaging for all final delivery to customers.
For the avoidance of doubt, it is hereby
clarified and the Parties agree that by carrying out the quality assessment
exercise on behalf of the Vendor of the Products envisaged as above, the Company
is not assuming any liability or responsibility for such exercise or arising in
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 shall take all commercially
reasonable steps to keep the Customer informed of any delays which may take
place in the delivery of any Product.
7. Invoicing and Collection and Payments:
The Vendor will generate,
print and issue an invoice
for the purchased Product and
Service to the Customers from the Platform provided by the Company. At times,
the Invoice may contain some additional product shipping or any other charges
charged to the Customer based on the Company’s policy from time to time. The
Vendor agrees to book the same in their books against which the Company
will raise the debit note to the Vendor for equivalent amount resulting
in no gain/ loss to the Vendor.
The Vendors will borne the freight charges
to location within the Vendors’ country as designated by the Company.
8. Payment Terms.
The Customers shall be given the choice to
make payments for the purchase of the Product and Service by way of online
payments, cash on delivery
or any other legal methods of payment as may be available on the Platform from
time to time.
The payment of sale proceeds of the
Products and Services by the Company to the Vendor shall be on a fortnightly
basis. At the expiry of every two (2) weeks from a fortnight (each a “relevant fortnight”), the Company shall
remit to the Vendor the sale proceeds of the Products and Services which have
been duly delivered to the Customers during a relevant fortnight after
deducting there from (i) the Company’s Margin on the Products and Services sold
and delivered to the Customers as agreed in the Vendor
Agreement (“Margin”); (ii) any other
costs incurred by the
Company in relation to provision
of other Services,
as agreed under the Vendor Agreement (including without
limitation the shipping charges, advertisement costs etc.) and; (iii) all other
amounts due and payable by the Vendor to the Company on accordance with these
Terms & Conditions and/or the Vendor Agreement.
The Margin retained
by the Company shall be subject to applicable withholding taxes (wherever applicable).
9. Commercial Terms
For providing the Services mentioned above the
Vendor will pay to Company a commission
of 5% plus applicable taxes on the sales made by Vendor through the
Website calculated on each product.
Company reserve the rights
to amend the said fee over the time upon notifying to the vendors registered
10. 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.
In the event, the Vendor sources the
Products from any Supplier, the Vendor shall obtain all applicable licenses and
consents for the use of such Supplier’s Intellectual Property in connection
with the Product being sourced from such Supplier for the purposes of providing
the Services by the Company, prior to the display / advertising of such
Products on the Platform.
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.
The Parties shall keep all negotiations
confidential and maintain the contents of these Terms & Conditions together
with Vendor Agreement in strict confidence and shall make no announcement or
disclosure without the prior written approval of the other Party save in
respect of (i) disclosures necessary to be made to each Party’s consultants,
advisors, employees / directors on a need-to-know basis and provided that such
third parties are bound by obligations of confidentiality; and (ii) disclosures
required by law.
These Terms & Conditions shall become
effective on the Effective Date as mentioned in the Vendor Agreement 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.
the date of termination of this Agreement, all legal obligations, rights and
duties arising out of this Agreement shall terminate except for such legal
obligations, rights and duties as shall have accrued prior to the effective
date of termination and except as otherwise expressly provided in this
13. 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
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 Platform / Website.
14. Representation and Warranties of
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
and Services through the Platform (including
without limitation registration under applicable laws pertaining to any tax 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 Platform under the terms of the Vendor
All the Products and Services are genuine,
saleable, marketable and of the quality and nature as described by the Vendor to the Company and displayed on the Platform. 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. The Company has valid clear and
full rights / entitlement to use the trademarks, designs, copyrights of or related
to the Products on Company
packaging during delivery to customers.
Vendor shall not provide any Product or Service that is ambiguous or misleading
or likely to deceive or mislead or that is defamatory or indecent or which
otherwise offends the ethical and moral standards of society. Further, the
Product and Service does not infringes a copyright, trademark or otherwise
infringes any intellectual property rights; that breaches any provision of any
statute, regulation, bye law or any other rule or law, as may be applicable in
force from time to time;
Product and Service of Vendor will not give rise to any claim or action against
Company (www.tamizhashop.in) any of its employees, directors, representatives
The Company prohibits the listing/sale of
the following products and Services for any reason, including but not limited
to any product or service that is illegal to sell under any applicable law,
statute, ordinance or regulation including the following: any controlled
substance, dangerous, counterfeit or stolen goods, goods which do not actually
exist, any good that infringes or violates anyone’s rights, any item which in
our’s sole discretion is inflammatory, offensive or otherwise inconsistent with
our’s standards of business ethics, any messages, data, or images that might be
considered by a reasonable person to be obscene or which contain racial,
ethnic, religious slurs or derogatory epithets, or advocating violence, hate or
other language that is deeply or widely offensive.
The decision of the Company will be final
in all matters.
Every Vendor acknowledges having read our
terms and Conditions
The Vendor indemnifies and shall hold
indemnified the Company, its partners, officers, employees, representatives,
agents from and against all losses, damages, claims, suits, legal proceedings
and otherwise howsoever arising from or in connection with any claim including
but not limited to claim for any infringement of any intellectual property
rights or any other rights of any third party or of law, concerning quality,
quantity and any claim in relation to the Vendor’s product, the breach of any
of the Vendor’s warranties, representations or undertakings or in relation to
the non-fulfillment of any of its obligations under this Agreement or arising
out of the Vendor infringing any applicable laws, regulations including but not
limited to Intellectual Property Rights, state and federal taxes. The Standards
of Weights & Measures legislation, Excise and Import duties, etc. For the
purpose of this clause reference to the Company shall also include the Mobile Operators
and such other agencies through whom the Company shall make the Platform
available to the Customers.
This article shall survive the termination
or expiration of this Agreement.
16. Limitation of Liability.
In no event shall Company be liable to the
Vendor or customer for any incidental, indirect, remote special, consequential or punitive damages,
loss of goodwill or business
profits, regardless of the nature of the claim, even if Company knew or should have known of the possibility of such damages
or claims. Company’s total liability (including for its indemnity
obligations), whether in contract, tort, or
otherwise, arising out of or in connection with the Vendor Agreement or Terms
& Conditions shall not exceed the total Margin received by the Company in the preceding 3 months under the Vendor
17. General Clauses.
The Parties hereby agree that for the
purposes of providing the Services and carrying out related functions in
accordance with the provisions of Terms & Conditions, the Company is hereby
authorized as the agent of the Vendor to act in accordance with the terms
herein and other instructions of the Vendor.
These Terms & Conditions together with
Vendor Agreement is the complete and binding agreement
of the Parties with respect
to the subject matter hereof.
These Terms & Conditions are
applicable for all Vendors and may be modified
by the Company from time to time with prior
intimation to the Vendors. Vendors hereby agree to be bound by such
amended Terms & Conditions, as may be notified by the Company.
The Vendor shall not assign or
sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without
the prior written consent of the Company.
The Parties agree that, having regard to
all the circumstances, the covenants contained herein are reasonable and
necessary for the protection of the Parties. If any such covenant is held to be
void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant
shall apply with such minimum modifications regarding its scope and duration as
may be necessary to make it valid and effective.
If any provision of these Terms &
Conditions is held to be invalid or unenforceable in any respect, such
provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or
unenforceability shall not affect the other provisions contained herein.
Except as expressly provided in this Terms
& Conditions, no waiver of any provision
shall be effective
unless set forth in a written instrument signed by the Party waiving such provision. No
failure or delay by a Party in exercising any right, power or remedy
under this Terms & Conditions shall operate as a waiver thereof.
Each Party shall
co-operate with the other Party
and execute and deliver to the
other Party such instruments and documents and take such other actions as may
be reasonably requested from time to time in order to carry out, evidence and
confirm their rights hereunder and the intended purpose of these Terms &
Conditions and to ensure the complete and prompt fulfilment, observance and
performance of the provisions contained herein and generally that full effect
is given to the provisions of the Vendor Agreement together with the Terms
18. Governing Law and Jurisdiction.
These Terms and Conditions together
with the Vendor Agreement shall be read and
construed in accordance with the laws of India. All disputes
arising out of or in relation
to these Terms and Conditions and/or the Vendor Agreement shall be subject to
the exclusive jurisdiction of applicable courts at the State of Tamil Nadu.