VENDOR AGREEMENT

A. INTRODUCTION

This Agreement is made this ____ day of ________ 20_(the “Effective Date”) by and between:
Chand Bansi Lal Jewellers pvt ltd. Doing business as gemsAstro., a body corporate organized
and existing under the laws of India, with its registered offices located at, [Enter Address]
Operating the website https://gemastro.com (the "Company"), AND,

Vendor’s Company Name:

Vendor’s Company Address:

Vendor’s Authorized Representative’s

Name:

Authorized Representative’s Phone No.:

Authorized Representative’s E-mail:

Authorized Representative’s Designation:

The above mentioned shall be referred to as the “Vendor” for the purpose of this Agreement
Sr. Commission
Category Of Products
No in %
1.
[__]%

[__]%

[__]%

[__]%

B. SCHEDULE OF FEES

In addition to the agreed commission percentages which shall be received by the

Company from the Vendor for each product category in this Section B (“Commission”),
the Vendor shall pay to the Company, a fee for joining the Platform (hereinafter referred
to as “Signup Fee”) which shall amount to not less (Enter Amount) The Signup Fee shall
be paid by the Vendor 100% in advance unless specified otherwise in writing. This
Signup Fee is strictly non-refundable.

C. ACCEPTANCE

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The Vendor hereby declares to be authorized to enter this Agreement. The Vendor
acknowledges and agrees that this Agreement is subject to scrutiny of the KYC Documents
(defined in Section 6 (r)) that are submitted by the Vendor and that this Agreement shall
become binding strictly upon the approval of the KYC documents by us. The Vendor
acknowledges that by signing this Agreement, a legally binding Agreement between the
Company and Vendor is being created (the Company and Vendor hereinafter referred
individually each as a “Party” and collectively as “Parties” throughout the Agreement). The
Vendor acknowledges to have understood this Agreement and agrees to be bound by its terms
and conditions. The Vendor acknowledges that this Agreement will be effective on the Effective
Date mentioned in this Agreement.
Company Vendor

Authorized Authorized
Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Phone: Phone:

E-Mail: E-Mail:

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 TERMS AND CONDITIONS
1 DEFINITIONS:

Unless the context otherwise provides or requires, the following words and expressions
used in this Agreement shall have the meaning as provided to them herein below:

a) “Agreement” means this agreement, annexures and any amendments thereto

from time to time.

b) “Business Day” means a day (other than Sunday, national holidays and bank
holidays in the Territory) on which nationalized banks are generally open in
Territory for the conduct of banking business and comprising of normal working
hours.

c) “Confidential Information” shall mean all and any information:

i. which either Party may have or have acquired before or after the date of
this Agreement in relation to the Products, Customer Information and
Delivery Services and processes of Company, any other related
information, trade secrets and all other information designated as
confidential by the Party from time to time;

ii. which either Party may have acquired before or after the date of this
Agreement in relation to the customers, business, operations, financial
conditions, assets or affairs of the other Party resulting from: negotiating
this Agreement; or exercising its rights or performing its obligations under
this Agreement; or which relates to the contents of this Agreement (or any
agreement or arrangement entered into pursuant to this Agreement).

d) “Customer” shall mean any Person/party/entity who/which purchases or places

an order for purchase of Products from the Company.

e) “Customer Information” means (i) all information relating to the Customer(s)

(including names, addresses, telephone numbers, customer preferences & mobile
numbers, email addresses, credit card details and such information that is or
relates to personally identifiable information); and (ii) any list, description or
other grouping of consumers or customers that is derived using any such
information; and shall be deemed to be fully and exclusively owned by Vendor.

f) “COD” (Cash on Delivery) means the cash payment made by the Customer for
the purchase of the Products from the Company upon delivery of such Product/s.

g) “Forward Delivery” means delivery of the Products by Company to the

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 Customers at the location designated by the Customer and taking the receiver’s
confirmation signatures of receipt.

h) “Reverse Pickup” means collection of the Products by Logistics Partner from the
Customer’s address as specified by the Customer.

i) “Returns” or “RTO” means the delivery of Products not accepted by the

Customers for any reasons whatsoever.

j) “Penalty Fee” means penalties charged by the Company which are deducted
from the Vendor Fees. Penalty Fee chargeable shall be not less than Rs. [Enter
Amount] or [Enter Percentage] % from the MRP of the Product (whichever is
higher).

k) The services provided by the Company which may comprise of “Forward

Delivery”, “Returns” and “Reverse Pickup” may individually or collectively be
defined as “Delivery Services”.

l) “Logistics Partner” means the third-party logistics service provider engaged by

the Company including their delivery personnel for the Delivery or Returns of the
Products.

m) “Relevant Agreement” The agreement between the Company and the logistics
Partner.

n) “Vendor Fee” means the consideration payable by the Company to Vendor for
Products sold through the Platform in accordance with this Agreement.

o) “Person” means any individual, firm, company, governmental authority, joint

venture, partnership, association or other entity (whether or not having separate
legal personality).

p) “Product” means gemstones which the Vendor’s sells to the Customers using
Company’s Platform in accordance with the terms of this Agreement.

IN ADDITION TO THESE DEIFINITIONS CONTAINED IN THIS SECTION 1, THE

AGREEMENT CONTAINS DEFINITIONS THROUGHOUT THIS AGREEMENT.

2 PURPOSE OF THIS AGREEMENT

The Company is the operator of a website known as https://gemastro.com through

which it sells gemstones to Customers (the “Platform” as attached in Annexure B). The
Vendor is inter alia engaged in the business of selling gemstones. The Vendor is
interested in utilising the Company’s Platform for its business. The Company provides
the opportunity to connect Vendor with Customers via its Platform. The Company

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receives orders from the Customers and forwards such orders to the Vendor. The Vendor
accordingly packs the requested Products in such order (according to the terms of the
Agreement) and the order is collected from the Vendor and delivered to the Customers
via a Logistics Partner engaged by the Company.

3 TERM

3.1 This Agreement shall be effective from the date of the execution of this Agreement.
The Company shall use reasonable efforts to commence the provision of the
Delivery Services on or after such date subject to mutual agreement and sharing of
all information from the Vendor as required for commencement of operations. The
Agreement shall be valid, legal and binding on the Parties for a term of one (1)
year from the Effective Date (“Initial Term”) and shall renew automatically for
another term the duration for which shall be same as the Initial Term after the
expiry of the Initial Term (“Subsequent Term”) unless otherwise terminated by the
Company in it’s sole discretion. After the expiry of the Initial Term, the Company
may also charge an Agreement renewal fee (“Renewal Fee”) for extending the
duration of this Agreement beyond the Initial Term. Such Renewal Fee shall be
debited automatically from the payment account of the Vendor registered with the
Company.

4 COMPANY SERVICE OBLIGATIONS

4.1 Forward Delivery of the Products:

a) Company will send Logistics Partner to the location(s) mutually agreed between
Vendor and Customer on any Business Day to pick up the Products for providing
Delivery services.
b) The Vendor shall take care and ensure that the Products are properly packed
accordingly to any guidelines which may be provided by the Company in writing
and orally, prior to the Logistics Partner’s arrival.
c) The Logistics Partner shall strive to ensure that the Products are delivered in their
original condition and without any damage. The Parties acknowledge and agree
that during the Delivery Services provided by Company, if there is any loss or
theft of the Products solely on account of gross negligence and wilful misconduct
of the Logistics Partner, any such damage or loss to the Products shall be borne
by the Company or the Logistics Partner in accordance with the relevant clauses
pertaining to liability of the Vendor as provided for in this Agreement.
d) Logistics Partner will deliver the Products to the Customers at the location
specified by the Customer according to the terms of the Relevant Agreement as
entered by the Company and the Logistics Partner.

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4.2 Reverse Pickups

a) All Delivery/Returns and logistics shall be done by the Logistics Partner engaged
by the Company.

b) The Logistics Partner may ensure the contents of the order (Products) are in
original condition and send the Products back to the Vendor.

c) The Company shall not be responsible for verifying the contents of the Products
handed by the Customer to Logistics Partner. The Packaging of such products
shall also be the sole responsibility of the Customer. If a customer replaces the
original stone with the fake stone and sends back to the Company, then any legal
proceeding which may be initiated will be taken up by the company against the
Customer.

Notwithstanding the Foregoing, the Company does not provide any warehouse or
other storage services. All inventory of the Products shall be stored and maintained
by the Vendor in their own capacity.

5 FEES, COMMISSIONS PROVISIONS

The Vendor shall be liable to pay the Signup Fee and Commission to the Company in
accordance with the table in section B of this Agreement:

1. Terms of payment

a. The selling price of the Product will be mutually decided by the Parties in the
Annexure A attached herein.
b. Company shall charge applicable Commission on every Product sold by the
Vendor through the Platform.
c. The Company shall debit the Commission due to the Company from the Vendor
Fee at the end of every month during the duration of the Agreement. The
Company shall after deduction of Commission and other actual overhead
expenses, if any, incurred by the Company including without limitations any
taxes, etc. remit the Vendor Fee due to the Vendor.
d. Vendor Fee shall be disbursed to the Vendor in the following manner:
i) The Vendor may be required to prepare a consolidated advice list of all
orders delivered to the Customers, at the end of every month. This
process may also become automated in the near future. In the event
the process of creation of advice list becomes automated, the Vendor’s
obligation to create advice list of all orders at the end of every month
shall be waived however, the Company may reinstate this obligation
due to technical reasons.

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 ii) The Company shall within forty-five (45) working days of receipt of
advice list (whether prepared through automated means or prepared by
the Vendor) process the Vendor Fee and dispatch the Cheques /
Demand draft favouring the Vendor (details for which are provided by
the Vendor in the Section A of this Agreement. The Company may also
remit the Vendor Fee to the Vendor’s account through online transfer
modes such as NEFT, IMPS etc.
iii) If order(s) in an advice list for a particular month are within the return
period in which a Customer is eligible to return their item(s) (“Return
Period”), that amount shall be deducted from the Vendor fee for that
particular month until the expiry of the Return Period. Such deduction
from the Vendor Fee for a particular month shall be added and reflect in
the subsequent Vendor Fee disbursals by the Company (subject to
expiration of Return Period).

e. It will be the responsibility of the Vendor to verify the Vendor Fee remitted and
inform Company within 30 days in case of any disputes regarding or
discrepency in the Vendor Fee. Any such requests from the Vendor shall not be
entertained and processed post 30 days period as mentioned above.

f. Vendor agrees to bear all the applicable taxes duties, or other similar
payments (including VAT or GST) arising out of the sales transaction of the
product through the Platform and the Company shall not be responsible to
collect, report, or remit any taxes arising from any transaction.

6 VENDOR RESPONSIBILITIES

The Vendor hereby agrees to the following:

a. To video graph the packaging of the Product before the Product is dispatched or
returned.
b. To set up video surveillance facilities on the place from where the Product is
dispatched or returned.
c. To upload the Product description, images, disclaimer, timelines, price and such
other details for the Products to be displayed and offered for sale through the
Platform. The Company hereby reserves the right to approve or disapprove the
Product description, images, disclaimer, timelines, price and such other details on
its Platform.
d. To 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.

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e. The Vendor shall maintain adequate stock/ inventory of the Product at all times.
In case the Vendor is running out of supplies and is likely not to fulfil an order
received by the Company and, it shall intimate to the Company at least [ENTER
Time] in advance so that notice of OUT OF STOCK for the Product can be placed
on the Platform. The Vendor will as early as practically possible remove the
Product from the Company’s Platform once the Product is sold and such Product is
no more available in the stock.
f. Vendor will not send any kind of promotion material of its own or any such
material, which is, derogatory to and/or adverse to the interests financial or
otherwise of the Company, to the Customer either along with the Products
supplied or in any manner whatsoever.
g. Not to do any act/deal in a thing / products/ goods/ service which are either
banned/prohibited by law or violates any of the intellectual property right of any
party in respect of such Product.
h. The Vendor declares that it has all rights and authorisations in respect of
intellectual property rights of third parties and is authorised to
sell/provide/licence such products to the Customer. The copy of such
authorization shall be provided on demand without failure and/or protest.
i. To provide to the Company, for the purpose of the creation/display on the
Platform, the Product description, images, disclaimer, delivery timelines, price
and such other details for the Products to be displayed and offered for sale.
j. To ensure and not to provide any description/image/text/graphic which is
unlawful, illegal, 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 derogatory in nature. The Vendor will forward the Product
description and image only for the Product which is offered for sale through the
Platform. The Vendor agrees that in case there is violation of this covenant, it
shall do and cause to be done all such acts as are necessary to prevent disrepute
being caused to the Company.
k. To provide a full, correct, accurate and true description of the Product so as to
enable the Customers to make an informed decision. The Vendor agrees not to
provide any such description/information regarding the product which amounts to
misrepresentation to the Customer.
l. The Vendor will only provide genuine and certified Products. The Vendor will be
solely responsible for the Authenticity, quality, quantity, guarantee, warranties in
respect of the Products offered for sale through the Platform. Where the gold/

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 silver studded in the Product, it should be authentic and embedded with
HUID/Hallmarking.
m. 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 allotted time frames.
n. Not to offer any Products for Sale on the Online Store, which are prohibited for
sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited
under the Indian laws.
o. To provide satisfactory proof about the ownership/licences of all the legal rights in
the Products that are offered for sale on the Platform as and when demanded by
the Company.
p. To pass on the legal title, rights and ownership in the Products sold to the
Customer.
q. To be solely responsible for any dispute that may be raised by the Customer
relating to the Products and services provided by The Vendor. No claim of any
nature will be raised on the Company.
r. The Vendor shall at all times (for the duration of this Agreement) endeavour to
protect and promote the interests of the Company and ensure that third parties
rights including intellectual property rights are not infringed.
s. The Vendor shall at all times be responsible for compliance of all applicable laws
and regulations including but not limited to Intellectual Property Rights, Local
Sales Tax, Central Sales Tax, Service tax, Value added tax, Goods and Services
Tax (GST) Standards of Weights & Measures legislation, Sale of Goods Act, Excise
and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act,
Code of Advertising Ethics, etc.
t. The Vendor shall provide true and correct documents as may be required by the
Company for the purposes of verification. Such documents may include without
limitation, the Vendor’s Pan Card, Aadhaar Card, Bank Statement, etc (“KYC
Documents”).
u. To provide to the Company copies of any document required by the Company for
the purposes of performance of its obligations under this Agreement within 48
hours of getting a written notice from the Company.
v. To seek advance written approval from the Company, prior to release of any
promotion/advertisement material, insofar as the same relates to services offered
pursuant to the terms of this Agreement. Any press releases and public
announcements related to this Agreement or to any transactions between the
Company and the Vendor is strictly prohibited. Any deviation would be deemed as
breach of this Agreement.

w. The Vendor shall ensure that the packaging of the Products is safe, proper and

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 adequate to withstand the normal transportation and environmental hazards and
in compliance with applicable laws.

x. The Vendor shall provide documents that the Company may request from time to
time for the purposes of completion of the Company’s obligations under this
Agreement.

y. In case any Party breach any material part or all parts of this Agreement, which
results in the Termination of this Agreement. The Vendor will return all the
accessories including lightbox to the Company.

z. Said To Contain Basis & Inspection: It is expressly understood by and between

the Parties that all Products agreed to be delivered by Vendor are on “SAID TO
CONTAIN BASIS” i.e. the Company shall be under no obligation and is not
expected to verify the description and contents of the Products declared by the
Vendor and as such, the Vendor shall undertake and ensure to make proper, true,
fair, correct and factual declaration regarding description and value of Products.
Further, the Company is not responsible in any way whatsoever for the
merchantability of the Product.

7 RIGHTS OF THE VENDOR AND COMPANY

7.1 Vendor agrees and acknowledges that the Company, 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 Platform by The Vendor without any prior
intimation to Vendor 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, terms and
conditions of the Platform. In such an event, The Company reserve the right to
forthwith remove/close the online store of The Vendor without any prior intimation
or liability to The Vendor.

7.2 Appropriate disclaimers and terms of use on the Platform shall be placed by the
Company.

7.3 The Vendor will receive back the delivered Product in case where the Customer
returns the Product following the Company’s thirty (30) days money back
guarantee policy.

7.4 At any time if the Company believes that the services are being utilized by the
Vendor or its Customer in contravention of the terms and provisions of this
Agreement, Terms and conditions of use of the Platform, The Company shall have
the right either at its sole discretion or upon the receipt of a request from the
legal / statutory authorities or a court order to discontinue/terminate the said

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 service(s) to Customer or the End user as the case may be, forthwith
remove/block/close the Platform account of The Vendor and furnish such details
about the Vendor and/or its customers upon a request received from the legal/
statutory authorities or under a court order.

8 PRODUCT ORDERS, HANDLING, DELIVERY, PRODUCT AND

STORE MANAGEMENT

8.1 Orders for the product shall be received using the Platform and details shall be
forwarded by the Company to the Vendor via email/Telephone, or through the
Platform for fulfilment.

8.2 The Vendor shall extend their full cooperation to the Logistics Partner with respect
to the Product order pickup. The Vendor shall ensure that in no event the Logistics
Partner will have to wait for the pickup of the Product order.

8.3 Successive failures to adhere to the agreed delivery schedule may result in the
suspension of the Vendor’s account on the Platform and the termination of this
Agreement. The Company may also choose to impose costs or penalty fee in lieu or
in addition upon the occurrence of such event.

8.4 In the event the Vendor fails to dispatch the product (via Logistics Partner) within
the aforesaid time, The Company shall cancel the Product delivery, credit the
Customer, order return and return the Logistic Partner, cost of which is to be borne
by The Vendor. In addition to any costs, the Company may also levy a Penalty Fee
and terminate the Agreement.

8.5 In the event the Vendor fails to dispatch the product (via Logistics Partner) within
the aforesaid time, The Company shall cancel the Product delivery, credit the
Customer, order return and return the Logistic Partner, cost of which is to be borne
by The Vendor. In addition to any costs, the Company may also levy a Penalty Fee
and terminate the Agreement.

9 PENALTY PROVISIONS

9.1 Penalty Fee is deductible immediately from the Vendor’s account. Penalty Fee may
be levied by the Company for the following reasons:

a. If the order is not prepared beforehand by the Vendor prior to the arrival of the
Logistics Partner.

b. The cost of the Products is wrongly punched by the Vendor (on the Product or
otherwise).

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 c. If incorrect information of the stock availability of the Products is provided to the
Company by the Vendor which results in a cancellation or reversal of an order by
a Customer.
d. In case the Product delivered is returned by the Customer due to “Product does
not match description” or “Product not same as the uploaded Product image”.
e. If any order is reversed due to “Damaged product”, “Quality Issue”, “Not
delivered” or “Wrong Item delivered”, and a refund is demanded by the
Customer. Vendor agrees that The Company shall levy the Penalty Fee and the
said Penalty Fee will be deducted from the Vendor Fee.
f. Where a delay in delivery of the Product is caused due to the fault of the Vendor,
and such delay causes the cancellation of an order made by a Customer the
Vendor agrees that the Company shall charge a Penalty Fee deductible from the
Vendor Fee.
g. In case a dispute arises due to unfair and non-competitive pricing of the Products
on the Platform, initiated by a Customer (Product price not same as or higher
than the same Product listed on other e-commerce platforms or other similar
reasons).

Notwithstanding anything in this Agreement, the Company reserves the right to

retain any due Vendor Fee due to the Vendor in addition to charging a Penalty fee for
the reasons mentioned in this Agreement (reasons for which the Company is
protected by the Vendor and reasons on which Penalty Fee may be due).

10 CONFIDENTIALITY AND NON SOLICITATION

10.1 Both Parties shall keep confidential (and ensure that its officers, employees,
agents, affiliates and professional and other advisers keep confidential) any
Confidential Information. Both Parties shall not, and shall procure that none of
their directors, officers, employees, agents, affiliates or professional advisers shall
not, use Confidential Information for any purpose other than for the provision of
Services and for performance under this Agreement.

10.2 Exceptions from Confidentiality Obligations:

The obligation of confidentiality under this Section 10 does not apply to:

a. Information which is independently developed by a Party or acquired from a third

party to the extent that it is acquired otherwise than as a result of a breach of
this Clause and with the right to disclose the same;
b. The disclosure of information to the extent required to be disclosed by any
applicable law, any governmental authority to whose rules, orders or decrees a
Party is subject, any stock exchange rule or regulation or any binding judgment,

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 order, rule or requirement of any court, arbitral tribunal or other competent
authority;
c. The disclosure in confidence to a Party’s officers, employees or agents of
information required to be disclosed for a purpose incidental to the Agreement
(subject to clause 10.3);
d. Information which comes within the public domain (otherwise than as a result of
a breach of this Clause 10).

10.3 Employees, Agents and Advisers or any other persons:

a. Both Parties shall inform any officer, employee or agent or any professional or
other adviser advising it in relation to the matters referred to in the Agreement,
or to whom it provides Confidential Information, that such information is
confidential and shall instruct them to keep it confidential; and not to disclose it
to any third party (other than those persons to whom it has already been
disclosed in accordance with the terms of the Agreement).
b. Any breach of this Clause by any person to whom such Information was disclosed
will be considered as breach of this Clause by the Party which disclosed the
Confidential Information to the concerned person.

10.4 Return of Confidential Information

If the Agreement terminates, the disclosing Party may by notice require the recipient
Party to promptly return all Confidential Information.

a. Return all documents containing Confidential Information which have been

provided by or on behalf of the Party demanding the return of Confidential
Information; and
b. Destroy any copies of such documents and any document containing or made
from or with reference to the Confidential Information and take all reasonable
steps to expunge all Confidential Information from any computer, word processor
or other device containing Confidential Information.

10.5 The Vendor agrees that during the term of this Agreement, and in the event of the
Termination of this Agreement, regardless of the reason, the Vendor will not on the
Vendor’s own behalf or in the service or on behalf of others, solicit, divert or
appropriate or attempt to solicit, divert or appropriate, any business from any of
the Company’s Customers, including prospective Customers actively sought by the
Company, with whom the Vendor has or had sold Products using Company’s
Platform.

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10.6 Company expressly prohibits the Vendor for any direct or indirect use, reference to
its name, trademarks, or trade name exclusively licensed to Company, except as
specified in this Agreement or as expressly authorized by Company in writing.

11 INDEMNITY

In the event that a Customer is dissatisfied with the services provided by the Vendor
through the Platform and subsequently files a lawsuit in any court, the Vendor agrees
that the Company and their affiliates shall be protected and held harmless from any
disputes which may arise due to including without limitation any delay in deliveries,
cancellation of orders and Product returns caused due to the fault or negligence of the
Vendor, missed occasions by the Customer due to “Damaged Product” “Quality Issue”,
“Not delivered” or “Wrong Item delivered” etc., any disputes that arise due to copyright
infringement, plagiarism unauthorised usage of any Product image, celebrity/model
image, quality, delay in service/delivery, fake and low quality Products, incorrect product
pricing and other reasons such as mental harassment faced by the Customer solely due
to the Vendor’s fault or negligence. The Vendor hereby agrees to bear any cost of legal
proceedings, cost of attorneys, claims, etc. raised against the Company for the reasons
specified in the Agreement.

12 TERMINATION:

12.1 Either Party may terminate this Agreement on the occurrence of any of the
following events;

a. Immediately, if the Party is declared insolvent or bankrupt or is unable to pay its

debts or makes a composition with its creditors;

b. Immediately, if the Party is dissolved or wound up compulsorily or if an order

made or an effective resolution is passed for the winding up of the such Party;

c. In case of any material breach of this Agreement, after giving one-month prior
written notice to the other Party to rectify such breach and the Party in breach is
unable to rectify such breach within such one-month time.

12.2 Either Party may terminate this agreement for convenience at any time with one
month’s prior written notice.

12.3 In the event of any termination of this Agreement, Vendor shall promptly and
forthwith make payments of all the Fees accrued or due to the Company.

13 LIMITATION OF LIABILITY:

UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY DIRECTOR, OFFICER,

EMPLOYEE, AGENT OR CONTRACTOR OF SERVICE PROVIDER BE LIABLE TO THE

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VENDOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
LOSSES OR DAMAGES ARISING FROM THE AGREEMENT, UNDER TORT, COMMON LAW
OR UNDER PUBLIC POLICY, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS AND BE LIABLE FOR ANY
LOSS OF DATA OR ANY INTERRUPTION OF ANY VENDOR PROPERTY DUE TO ANY CAUSE.

14 NOTICES AND CONTRACT REPRESENTATIVES

Any notice provided for in this Agreement shall be in writing and shall be sent by post or
Email, to the Vendor at its address set out in Section A of this Agreement. All notices to
the Company shall be sent to:

Address: [Enter Address]

Email: [__]

15 PUBLICITY:

The Company shall be entitled to make public disclosure without obtaining the prior
written consent of the Vendor regarding the execution of this Agreement and from time
to time regarding the ongoing business relationship between the Company and Vendor.

16 RELATIONSHIP BETWEEN THE PARTIES

The Parties’ relationship, as established by this Agreement, is solely that of independent

contractors. This Agreement does not create any partnership, joint venture or similar
business relationship between the Parties. Neither Party is a legal representative of the
other Party, and neither Party can assume or create any obligation, representation,
warranty or guarantee, express or implied, on behalf of the other party for any purpose
whatsoever.

17 FORCE MAJEURE:

17.1 In the event either party (the Prevented Party) is prevented from performing its
obligations under this Agreement by force majeure, such as earthquake, typhoon,
flood, public commotion, torrential rains, heavy winds, storms or other acts of
nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or
military authority including the inability to obtain any required approvals or
permits, strikes, riots, war, pandemics, plagues, other epidemics, or other
unforeseen events beyond the Prevented Party’s reasonable control (an Event of
Force Majeure), the Prevented Party shall notify the other party without delay and
within 30 days thereafter shall provide detailed information concerning such event
and documents evidencing such event, explaining the reasons for its inability to

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 execute, or for its delay in the execution of, all or part of its obligations under this
Agreement.

17.2 If an Event of Force Majeure occurs, neither party shall be responsible for any
damage, increased costs or loss which the other party may sustain by reason of
such a failure or delay of performance, and such failure or delay shall not be
deemed a breach of this Agreement. The Prevented Party shall take reasonable
means to minimize or remove the effects of an Event of Force Majeure and, within
the shortest reasonable time, attempt to resume performance of the obligations
delayed or prevented by the Event of Force Majeure.

18 DISPUTE RESOLUTION:

All disputes arising out of or in relation to this Agreement, including any question
regarding its existence, validity or termination, which cannot be amicably resolved by
the Parties within 30 days of being brought to their attention (such period is referred to
as the “Consultation Period”), shall be settled by arbitration governed by the provisions
of appropriate arbitration laws. If the parties are not able to agree on a sole arbitrator, a
panel of three arbitrators shall be appointed wherein each party shall appoint one
arbitrator, and the two arbitrators together shall appoint the presiding arbitrator. The
venue/seat of Arbitration shall be New Delhi and the language of arbitration shall be
English. A dispute shall be deemed to have arisen when either Party notifies the other
Party in writing to that effect.

19 GOVERNING LAW AND JURISDICTION:

This Agreement, the construction and enforcement of its terms and the interpretation of
the rights and duties of the Parties hereto shall be governed by the laws of India. This
Agreement is executed in English language which shall prevail over any translation
thereof.

20 COMPLIANCE WITH LAWS:

Each Party hereto agrees that it shall comply with all applicable local laws, ordinances
and codes in performing its obligations hereunder. If at any time during the Term of this
Agreement, a Party is informed or information comes to its attention that it is or may be
in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged
by any court, tribunal or other authority having competent jurisdiction), that Party shall
immediately take all appropriate steps to remedy such violation and comply with such
law, regulation, ordinance or code in all respects. Further, each Party shall establish and
maintain all proper records (particularly, but without limitation, accounting records)

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required by any law, code of practice or corporate policy applicable to it from time to
time.

21 SUCCESSORS:

This Agreement binds the successors and assigns of the respective Parties with respect
to all covenants herein and cannot be changed except by written agreement signed by
both Parties.

22 SEVERABILITY:

In the event any one or more of the provisions of this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall
be replaced by a mutually acceptable provision(s), which being valid, legal and
enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or
unenforceable provision(s).

23 HEADINGS:

The headings in this Agreement are for purposes of reference only and shall not in any
way limit or otherwise affect the meaning or interpretation of any of the terms hereof.

24 ELECTRONIC SIGNATURES

The Parties acknowledge and agree that this Agreement may be executed by electronic
signature, which shall be considered as an original signature for all purposes and shall
have the same force and effect as an original signature. Without limitation, “Electronic
Signature” shall include signature made through third-party document signing platforms
and APIs, faxed versions of an original signature or electronically scanned and
transmitted versions (e.g., via pdf) of an original signature.

25 MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER:

25.1 No modification, amendment, supplement to or waiver of this Agreement or any of

its provisions shall be binding upon the Parties hereto unless made in writing and
duly signed by the Parties or Party against whom enforcement thereof is sought.

A failure or delay of any Party to this Agreement to enforce at any time any of the
provisions of this Agreement or to exercise any option which is herein provided, or to
require at any time performance of any of the provisions hereof, shall in no way be
construed to be a waiver of such provisions of this Agreement.

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26 FURTHER ASSURANCES AND INTERPRETATION:

26.1 Each Party agrees to perform (or procure the performance of) all further acts and
things (including the execution and delivery of, or procuring the execution and
delivery of, all deeds and documents that may be required by law or as may be
necessary, required or advisable, procuring the convening of all meetings, the
giving of all necessary waivers and consents and the passing of all resolutions and
otherwise exercising all powers and rights available to them) to implement and
give effect to this Agreement.

26.2 Save as otherwise provided herein, nothing herein contained shall constitute or be
deemed to constitute any agency or partnership between or amongst any of the
Parties to this Agreement and no Party to this Agreement shall therefore act or
hold itself out as agent or partner of any other Party hereto.

27 MISCELLANEOUS PROVISIONS

27.1 The Vendor shall be responsible for the look and otherwise overall quality of the
Product (depending upon category of the Product).

27.2 The Vendor shall provide fair and competitive pricing with respect to the Products
listed by them on the Platform. The pricing on the Platform shall in no event
exceed the price of the Vendor’s Products listed on other ecommerce Platforms
whether online or offline.

27.3 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.

27.4 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.

27.5 The Company may, at its discretion, arrange to lift defective Products from the
Customer however the Vendor will still be liable to replace the defective product.
Any charges incurred by the Company for lifting and forwarding such defective
goods shall be on account of the Vendor. The Vendor shall make good such charges
to the Company upon receipt of invoice/debit note. No request for any adjustment
from future payables to the Vendor from Company will be made however, The
Company is at its liberty to deduct such amount from future payables of fresh
orders. Such deductions shall not be treated as practice and/or precedent. For
avoidance of doubts it is clarified that defective would mean and include but is not
limited to wrong product, damaged product, mis sized product and any other

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 shortcoming which the Customer may point out. The Vendor hereby authorizes The
Company to entertain all claims of return of the Product in the mutual interest of
the Vendor as well as the Customer.

27.6 The Vendor hereby through this reference grants the right to the Company a
revocable, non-exclusive license during the Initial Term of this Agreement and for
Subsequent Term(s) if any to: exploit and display on the Company Platform,
Company’s social media pages and advertise the (i) Vendor’s logo and other
associated images (ii) product images and other content the Company may request
form time to time on appropriate platforms.

28 ENTIRETY OF AGREEMENT:

This Agreement together with all Recitals, Appendices, Exhibits, Schedules, Attachments
and Addenda attached hereto constitute the entire agreement between the Parties and
supersedes all previous agreements, promises, representations, understandings and
negotiations, whether written or oral, between the Parties with respect to the subject
matter hereof.

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ANNEXURE A: FEE

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 ANNEXURE B: PLATFORM
To access and use the Platform, Vendor shall register on the Platform which shall include
a Website or Mobile Application.

1. Vendor Account

a. Vendor shall create an ‘Account’ by providing true and accurate details,

including but not limited to full legal/business name, registered business
address, current address, phone number, a valid email address etc.

b. If Vendor provides any information that is untrue, inaccurate, not current or

incomplete or Company has reasonable grounds to suspect that such
information is untrue, inaccurate, not current or incomplete, Company
reserves its right to revoke any and all licenses under this Agreement and
indefinitely suspend, terminate the Services being provided to Vendor and
refuse to provide Vendor with access to the Platform;

c. Vendor shall have only one Account, which shall be in Vendor’s business
name. Vendor further agrees and acknowledges that Vendor shall not create
fake/duplicate accounts on the Platform;

d. Vendor shall be responsible for maintaining the confidentiality of Vendor

Account ID and password. Vendor shall be responsible for all activities that
occur under Vendor’s Account.

e. Vendor agrees to keep contact information up to date;

f. Vendor shall comply with and fully adhere to the Platform Terms of Use
published on Website or Mobile Application;

g. Vendor shall not access the Platform for any unlawful purposes;

h. Vendor understands and agrees that the information provided by Vendor

shall be stored by Company in accordance with the Platform Terms of Use
and Privacy Policy published on Website or Mobile Application;

i. Vendor shall not infringe or misappropriate any third party’s Intellectual

Property Rights;

j. Vendor shall not, directly or indirectly, offer, attempt to offer, trade or

attempt to trade in any item, the dealing of which is prohibited or restricted
in any manner under the provisions of any Applicable Law, or any item
mentioned in the list of ‘Prohibited and Restricted Items’ detailed in
Annexure A to this Agreement;

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2. Listing of Products

a. Vendor’s Products will be listed on the Platform under the Vendor’s Account.
Vendor must provide the name of the Product(s), price of the Product(s)
and Quantity/Quality of the Product(s). Vendor may provide additional
information such as a short description of the Product on a product by
product basis.

b. The price of Product(s) provided by the Vendor is referred as “Vendor’s

Product Price” or “VPP”. The price of Product(s) visible to the Customer is
referred to as “Platform’s Product Price” or “PPP”.

c. VPP and PPP may be different. Customer will buy the Product(s) in
accordance with PPP. VPP will be provided by the Vendor and PPP will be
determined by the Company after adding (or subtracting) services fee,
taxes, discounts, coupons and other fees/discounts as may be levied by the
Company on the Customer.

d. The Vendor hereby through this reference grants the Company right to
increase or decrease the PPP during sales or promotions on the Company’s
Platform.

3. Mobile Application [OPTIONAL]

a. To access and use the Platform, Vendor will have to install Company’s
Mobile Application on a supported device (the “Device”). Vendor may use
more than one Device.

b. Vendor is responsible for the acquisition, cost and maintenance of Device(s)

as well as any necessary wireless internet plan; and Company shall make
available the Company Mobile Application (the “App”) for installation on
Device(s). Company grants Vendor, a personal, non‐exclusive, non‐
transferable license to install and use the App on Device(s) solely for the
purpose of availing services provided by Company. Vendor agrees to not
provide, distribute or share, or enable the provision, distribution or sharing
of, the App (or any data associated therewith) with any third party. The
foregoing license grant shall immediately terminate, and Vendor shall be
obliged to remove the App from the Device(s) if this Agreement terminates.
Vendor is responsible to obtain and pay, at its own expense, internet fees
for Device(s) required for the use of the App.

c. Vendor shall comply with and fully adhere to the additional terms and
conditions published within the App.

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 4. E-invoices

Vendor shall receive e-invoices for the services availed by it through Company Platform.
Vendor shall receive a pop-up notification as well as an email notification every time an
e-invoice is issued by Company.

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