1. TERM
   1. This Agreement shall remain in force from the date first set forth above for a period of 1 year (s) and shall be automatically renewed thereafter on a year-by-year basis. This term shall always be subject to the termination provisions set forth herein.
   2. Notwithstanding clause 1.1, this Agreement shall work on a trial basis for a period of one month initially and five (5) days before the completion of first month from the date first set forth above, the Parties shall have to provide their written consent for continuing or terminating the Agreement.
   3. This Agreement may be renewed by the Parties upon a mutual consent in writing, at least two (2) weeks before the completion of the term of the Agreement.
2. APPOINTMENT OF SERVICE PROVIDER
   1. The Vendor agrees to employ the Service Provider to perform the services set forth herein and the Service Provider agrees to perform these services.
3. LOGISTICS SERVICES
   1. Subject to the terms of this Agreement, the Service Provider is shall provide to the Vendor, the Services described in Annexure 1 of this Agreement, in connection to the Products as described in Annexure 2 of this Agreement.
   2. Ownership of Products: Notwithstanding any other provisions of this Agreement but except as otherwise expressly provided in any separate written agreement that is not, by its terms, superseded by this Agreement, title to all Products or other materials that are transported, shipped, warehoused or otherwise held in the custody of Service Provider on behalf of the Vendor pursuant to this Agreement, shall at all times remain with the Vendor and the Vendor shall at tall times be the owner of record of such Products or other materials, and, subject to the express provisions of this Agreement to the contrary, shall be solely responsible for any matters arising from or relating to such Products or other materials.
   3. Reporting, Auditing and Review Meetings: Service Provider shall work in good faith with Vendor to ensure that Vendor has access to the Service Provider reporting and records for the Vendor-related activities it needs to proactively manage its business, which includes but is not limited to inbound, customs, distribution center and outbound.
   4. Insurance: The insurance of the Products shall be provided by the courier carrier service appointed by the Service Provider for the provision of services under this Agreement, in commercially reasonable amounts on those Products against risk of loss and/or damage. The Service Provider itself shall not provide any insurance coverage for the Products, it being agreed that Vendor shall solely be responsible for the provision and maintenance of any additional insurance coverage it requires.
   5. Replacement: For all goods that are destroyed in the transit, the Vendor shall bear the cost for replacing them for the buyer/consumer. Provided, that the insurance coverage by the carrier service shall be remitted to the Vendor for those Products that are destroyed and replaced by the Vendor.
   6. Others: The order processing and packaging of the Products shall be the responsibility of the Vendor and the Service Provider shall not be required to do the same.
4. MARKETING SERVICES
   1. Subject to the terms of this Agreement, the Service Provider shall provide to the Vendor, for the purpose of promoting the Products of the Vendor as agreed between the Parties from time to time, the following services:
      a) SEO;
      b) Text Ads;
      c) Image Ads;
      d) PPC;
      e) Social Media Advertising;
      f) Advertisement on various websites;
      g) Viral Advertising;
      h) Video Advertising;
      i) Content for local Radio Advertising in English;
      j) Content for local TV Advertising in English; and
      k) Providing Design content Pamphlets, Billboards, Magazine and other source of physical Advertising.
   2. The Service Provider shall not promote any advert without that advert being first approved by the Vendor.
   3. The Service Provider shall submit to the Vendor for its approval, all elements of any material to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, website artworks, graphic materials, content for social media and photography (collectively, “Materials”) to be used in relation to Ads. Submission for prior approval of Materials will not be required to the extent that they are preliminary only.
   4. The Vendor shall review and reply to the notice for approval sent by Service Provider within five (5) working days of receiving the same, approving or rejecting the same. In case of no reply from the Vendor in the five (5) days of receiving the notice of approval from Service Provider, the Service Provider may proceed in the same manner as the it has been approved by the Vendor.
5. SALE OF PRODUCT
   1. The sale of the Products through online channel shall be done exclusively by the Service Provider and the Vendor hereby gives an exclusive, revocable and limited right to the Service Provider for the sale of Products online.
   2. The Service Provider shall make the sales through popular market platforms online or through a dedicated sale website for the Product.
   3. The order processing for the Products sold online shall be done by the Service Provider.
   4. For all sales of the Product done through any platform over the internet, the Service Provider shall remit the entirety of the amount directly to the Vendor twice a month with a 15 day gap period.
6. QUALITY OF PRODUCT
   1. All the Products shall be checked by a quality assurance expert appointed by the Vendor and the Vendor shall thereby ensure that all Products are up to par with the quality standards as depicted by it to the Service Provider.
   2. In case of any defective Product, it shall be the duty of the Vendor to either replace the Product or compensate the buyer, and the Service Provider shall in no way be responsible for such defective Products.
7. COMPENSATION AND PAYMENT
   1. The Vendor agrees and acknowledges that for every Product that is sold, which has a designated maximum retail price, the Service Provider shall receive [insert here] % of the revenue from the sale of those Products. Provided, that any Products returned by the consumer shall not be counted toward the revenue.
   2. In case of any Product not have any maximum retail price, the Vendor shall pay to the Service Provider, as compensation, Rs.[insert here] per Product.
   3. All payments which become payable in accordance with the clause 7 of this Agreement shall be made to the Service Provider within ten (10) business days from the date they become due, provided that in case of non-payment after the said ten (10) days, an interest of [insert here]% p.a. will be charged and liable to be paid by the Vendor to the Service Provider.
8. INFORMATION RIGHTS
   1. So long as this Agreement is binding upon the Parties, the Vendor shall, upon request from the Service Provider, provide the following information within one (1) week of receiving such request:
      a) Total number of Products sold through different channels
      b) Total number of Products reported as defective or lost
      c) Total number of Products replaced or compensated for, to the consumer or buyer
      d) Certified copy of the quarterly financial statements (profit & loss account, balance sheets etc.)
9. INTELLECTUAL PROPERTY
   1. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all Intellectual Property that it owns or controls as of the Effective Date or that it develops or acquires thereafter.
   2. Each Party agrees that it shall not be entitled to utilize the Intellectual Property of the other Party without a prior written consent from the said other Party.
   3. The Vendor provides an exclusive, revocable and limited right to the use of its trademarks to the Service Provider for the advertisement of the same on various online platforms as part of the services under this Agreement.
10. CONFIDENTIALITY
    1. Each Party undertakes with the other that it shall use all reasonable endeavours to keep confidential, including taking such measures as may be necessary to prevent unauthorized access and shall use all reasonable endeavours to ensure that its directors, officers, employees, agents, sub-contractors and representatives keep confidential, any Confidential Information
    2. Neither of the Parties shall use for its own business purposes or disclose to any third Party Confidential Information other than as reasonably required for the purposes of this Agreement, and then subject to equivalent confidentiality requirements of any of the Confidential Information without the prior written consent of the Vendor or the Service Provider, as the case may be.
    3. The obligations of confidentiality under this Clause shall not apply to:
       a) Information which is independently developed by the receiving Party or acquired from a third Party to the extent it is acquired with the valid right to disclose the same;
       b) The disclosure of information required to be disclosed by law, any stock exchange regulation or any binding judgement, order or requirement of any court or other competent authority;
       c) The disclosure of information to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Party concerned;
       d) Information which comes within the public domain otherwise than as a result of breach of this clause by the receiving Party
       e) Not to disclose it to any third Party other than those persons whom it has already been disclosed in accordance with the terms of this Agreement.
11. TERMINATION
    1. The Agreement may be terminated by agreement between the Parties at any time. Each Party may give not less than thirty (30) days written notice at any time to terminate the Agreement.
    2. Notwithstanding any other provisions in this Agreement, this Agreement shall be terminated in the event any of the Parties enter into liquidation, whether compulsory or voluntary (otherwise than for the purpose of amalgamation or reconstruction while solvent), or any of the Parties enters into a compromise with its creditors or a receiver is appointed over all or any part of that Party’s assets or either Party takes or suffers any similar action in consequence of debt.
    3. In the event of termination:
       a) The Parties shall use all reasonable efforts to agree an orderly programme for winding up the activities of the Agreement;
       b) The Vendor shall ensure that it clears all dues to the Service Provider within thirty (30) days of termination.
       c) The terms of this Agreement and unless the Parties otherwise agree, the terms of any technical assistance contract and/or Project contract shall automatically terminate except that:
       i. The provisions of Clause9, 10 (Confidentiality) and 18 (Dispute Resolution) shall continue together with any other provisions specified in this Agreement.
       ii. Each Party shall remain liable for any breach of its obligations prior to termination.
12. FORCE MAJEURE
    1. Neither Party shall be liable for delay in performing or failure to perform its obligations under this Agreement nor if the delay or failure was beyond that Party’s reasonable control including, without limitation, any Force Majeure. Provided the Party suffering the delay immediately notifies the other Party in writing of the reasons for, and likely duration of, the delay, the performance of that Party’s obligations shall be suspended during the period that the circumstances persist and it shall be granted an extension of time for performance equal to the period of delay. This clause shall cease to apply once such reasons have ceased to have effect on the performance of this Agreement.
    2. Both Parties shall be entitled to terminate the agreement in accordance with clause 11 in case the Force Majeure event continues for a period of more than thirty (30) days.
13. NO PARTNERSHIP OR AGENCY
    1. Nothing in this Agreement shall (i) be deemed to constitute a partnership in law between the Parties (ii) constitute either Party the agent of the other for any purpose or (iii) entitle either Party to commit or bind the other or any member of tis respective group in any manner.
14. BINDING EFFECT AND ASSIGNMENT
    1. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, but the rights and obligations hereunder shall not, except as otherwise expressly provided herein, be assignable, transferable or delegable without the prior written consent of the other Parties hereto and any attempted assignment, transfer or delegation thereof without such consent shall be void.
15. NOTICES
    1. Any notice under this Agreement shall be in writing, which may include e-mail, facsimile, or post, and may be served by leaving it or sending it to the address of the other Party specified in Clause 15.2 below, in any manner that ensures receipt of the notice can be proved.
    2. For the purpose of Clause 15.1, notification details are the following, unless other details have been duly notified in accordance with this Clause:
       a) For notice to the Vendor
       Name:
       Designation:
       Address:
       Email:
       Telephone:

       b) For notice to the Service Provider
       Name:
       Designation:
       Address:
       Email:
       Telephone:

16. ENTIRE AGREEMENT
    1. This Agreement sets out the entire agreement between the Parties with respect to the Agreement. Neither Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party that is not expressly set out or referred to in this Agreement. This Clause shall not exclude any liability for fraudulent misrepresentation.
    2. This Agreement supersedes any previous agreement or understanding relating to its subject matter.
    3. This Agreement may not be varied except by agreement of the Parties in writing, which may include e-mail.
17. SEVERABILITY
    1. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in Party, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provisions, unless it can be concluded from the circumstances that, in the absence of the provision found to be null and void, the Parties would not have concluded this Agreement. The Parties shall use all reasonable efforts to replace all provisions found to be null and void by provisions that are valid under the applicable law and come closest to their original intention.
18. DISPUTE RESOLUTION PROCEDURE
    1. In the event of any dispute arising out of or in connection to this Agreement among the Parties hereto, the Parties hereby agree that they shall use their best efforts to settle such dispute and to this end, any Party may notify all the other Parties of its desire to initiate the settlement procedure contemplated by this Clause 18 whereupon all Parties shall forthwith and at any date not later than 30 (thirty) days after such notification convene to resolve such dispute through amicable and good faith discussions.
    2. Should the Parties be unable to so resolve the dispute within a period of 30 (thirty) days following the beginning of their discussions and negotiations, any Party that is involved in the dispute may treat the same as an arbitrable dispute by giving notice to the other Parties in which case the dispute shall be submitted to a final and binding arbitration.
    3. The dispute shall finally be referred to a sole arbitrator appointed by mutual assent amongst the Parties involved. Should the Parties be unable to assent, the same shall be appointed by an application to the courts of law. The seat of arbitration shall be at Maharashtra, India. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English.
    4. Until the tribunal renders its award or decision, the Parties shall, except in the event of termination of this Agreement, continue to perform their obligations under this Agreement. All costs of arbitration (including without limitation, those incurred in the appointment of the arbitrators) shall be apportioned in the arbitral award.
19. GOVERNING LAW AND JURISDICTION
    1. This Agreement shall be governed by the laws of India and the courts of Maharashtra shall have jurisdiction over any matter arising out of or in connection to this Agreement.

IN WITNESS WHEREOF, the Parties have got this Agreement executed through their Authorized Representatives on the date first above written.

SIGNATURE OF THE PARTIES
Signed for and on behalf of Service Provider
Signatory: Pranay Thakkar
Date: 01/11/2020

Signed for and on behalf of Vendor
Signatory:
Date:

ANNEXURE 1
LOGISTICS SERVICES

The Service Provider shall, in accordance with Clause 3 of the Agreement, provide the following services:

1. Receipt, management and transmission of Vendors shipping data
2. Receiving, booking, routing and dispatch of Vendor’s products
3. Warehousing
4. Preparation of reports to Vendor, relating to the logistics services
5. Such other tasks as may be reasonably necessary to effectuate the safe, expeditious and efficient flow of Vendor’s product shipments and related documentation.

ANNEXURE 2
PRODUCT AND PRODUCT QUALITY

1. In accordance with Clause 3 of this Agreement, the Service Provider shall be obligated to provide their services for the following products of the Vendor only:
   a) Handicrafts
2. In case the Vendor wishes to bring on board new products, the same will be added to this Annexure 2, through an addendum to this Agreement with consent of Service Provider.
3. The quality of the Products shall be of the industry standard and the Vendor shall ensure that all the products given to the Service Provider under this Agreement are free from defects and are thoroughly checked for quality assurance.

If the customer cancels the order after it is delivered, the amount will not be refunded