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Franchise Agreement

Franchise Agreement

FRANCHISE AGREEMENT

ARG E COM Pvt. Ltd, A Franchisor Incorporated Under The Companies Act 2015 With Its Corporate Office At 194, Patparganj Industrial Area, Patparganj, Delhi, 110092, (hereinafter Referred To As

Franchisor Which Expression Shall Unless Repugnant To The Context, Mean And Include Its Successors And Permitted Assigns), Of The First Part And (herein After Referred To As Franchisee, Which Expression Shall Unless Repugnant To The Context, Mean And Include Its Successors And Permitted Assigns), Of The SECOND PART

Whereas:

Franchisor And Franchisee Agree To The Following:

Enrolment

Franchisee To Complete The Registration Process To Avail Products And Services Under This Agreement. Use Of The Services Is Limited To Parties That Can Lawfully Enter Into And Form Contracts Under Applicable Law. As Part Of The Application, Franchisee To Provide A Legal Name, Address, Phone Number And Email Address. Franchisor May At Any Time Cease Any Or All Of The Products And Services At Franchisor's Sole Discretion And Without Notice.

Supply

Franchisee Supply To  Customers

Those Product And Services Which Are Allotted To The Franchisee Is Licensed To Sell Those Product Only. The Franchisee Shall Be Under The  Franchisor Brand Name. Franchisor Toge Commission (Annexure 1) Plus Service Tax (as Applicable By Govt Of India) On The Selling Price Provided By Franchisee. Franchisee's Selling Price Will Be The Final Payable Price By Customer. Additional Discounts Given To Customer Would Be At The Sole Discretion Of Franchisor And Will Be Borne By Franchisor.

Service Fee Payments

All Payments Shall Be Made To Franchisee's Bank Account, Via Cheque Or Electronic Transfers. Franchisee Agrees That Franchisor Shall Not Be Liable For Any Failure To Make Payments On Account Of Incomplete Or Inaccurate Information Provided By Franchisee With Respect To Bank Account Details.

Franchisor Make Choose To Offset Any Amount Payable By Franchisee To Franchisor (in Lieu Of Returns Or Otherwise) Against Any Payments Made To Franchisee By Franchisor. Except As Provided Otherwise, All Amounts Contemplated In This Agreement Shall Be Expressed And Displayed In Local Currency And All Payments Contemplated By This Agreement Shall Be Made In Local Currency. In Event Of Any Erroneous Or Duplicate Transactions, Franchisor Reserves The Right To Seek Reimbursement From Franchisee By Deducting From Future Payments Owed To Franchisee.

If The Franchisor Reasonably Concludes Based On Information Available To Franchisor That Franchisee's Actions And/or Performance In Connection With The Agreement May Result In A Significant Number Of Customer Disputes,geback Or Any Other Claims In Connection With Franchisor's Website, Then Franchisor At Its Sole Discretion And Subject To Applicable Law, Delay In Initiating Any Payments To Be Made Or Are Otherwise Due To Franchisee Under This Agreement For A Period Of (90) Ninety Days Following The Initial Date Of Suspension Or Completion Of Any Investigation Regarding Franchisee's Actions And/or Performance In Connection With This Agreement. Franchisor Can Suspend The Franchise Of The Franchisee Any Time If Franchisor Find Any Kind Of The Action Is Being Perform Action The Company.

License

Franchisee Grants The Franchisor A Royalty-free, Non-exclusive, Worldwide, Irrevocable Right And License During The Term Of This Agreement And For As Long As The Franchisee Permits To Grant The Said License Under Applicable Law To Use, Reproduce, Perform, Display, Distribute, Adapt, Modify, Re-format, Create And Exploit Derivative Works Of, And Otherwise Commercially Or Non-commercially Exploit In Any Manner, Any And All Of Franchisee's Materials Provided However That Franchisor Does Not Any Of The Trademarks From The Form Provided By The Franchisee And Shall Comply With Franchisee's Removal Requests As To Specific Uses Of Franchisee's Trademarks.

Representations

Franchisee Represents And Warrants To Franchisor That : (a) Franchisee Is A Business, Is Duly Organized, Validly Existing And In Good Standing Under The Laws Of Govt. Of India Where Franchisee's Business Is Registered And Is A Resident Of India For Income Tax Purposes Every Financial Year (b) Franchisee Has All Requisite Right, Power And Authority To Enter In This Agreement And Performs Obligations And Grants The Rights, Licenses And Authorizations Hereunder (c) Franchisee And All Franchisee's Subcontractors, Agents Shall Comply With All Applicable Laws In Performance Of All Obligations And Exercise Of Rights Under This Agreement.

Indemnification

Franchisee Releases Franchisor From, And Agree To Indemnify, Defend And Hold Harmless Franchisor ( And Franchisor's Officers, Directors, Employees, Agents And Affiliates) Against Any Claim, Loss, Damage, Settlement, Cost, Taxes, Expenses Or Other Liability (including Without Limitation, Attorneys' Fees) Arising From Or Related To :

(a) Franchisee's Actual Or Alleged Breach Of Any Obligations In This Agreement (b) Any Sales Channels Owned Or Operated By Franchisee, Franchisee's Products (including The Offer, Sale, Fulfillment, Refund, Adjustment, Or Return Thereof), Franchisee's Materials, Any Actual Or Alleged Infringement Of Any Intellectual Property Rights By Any Of The Foregoing, And Any Personal Injury, Death Or Property Damage Related Thereto Or (c) Franchisee's Taxes. Franchisee Will Use Counsel Reasonably Satisfactory To Franchisor To Defend Each Indemnified Claim. If At Any Time Franchisor Determines, In Franchisor's Sole Discretion That Any Indemnified Claim Might Adversely Affect The Franchisor, Franchisor May Take Exclusive Control Of The Defense At Franchisor's Expense. Franchisee May Not Consent To The Entry Of Any Judgment Or Enter Into Any Settlement Of A Claim Without Franchisor Prior Written Consent, Which May Not Be Unreasonably Withheld.

Limitation Of Liability

Franchisor Will Not Be Liable (whether In Contract, Warranty, Tort, Delist (including Negligence, Product Liability, Any Type Of Civil Responsibility Or Other Theory) Or Otherwise To Franchisee Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By Franchisee Or Franchisee's Affiliates In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If Franchisor Has Been Advised Of The Possibility Of Such Costs Or Damages. Further, Except In Case Of Gross Negligence Or Willful Misconduct, Franchisor's Aggregate Liability Arising Out Of Or In Connection With This Agreement Or The Transactions Contemplated Hereby Will Not Exceed At Any Time The Total Amounts During The Prior Six Month Period Paid By Franchisee To Franchisor In Connection With The Service And The Franchisor's Site Giving Rise To The Claim.

Taxation

As Between The Parties, Franchisee Will Be Responsible For The Collection And Payment Of Any And All Of Franchisee's Taxes Together With The Filing Of All Relevant Returns, Such As Service Tax, VAT/CST And Issuing VAT/CST Invoices/credit Memos Road Permits, Way Bill, Transit Form And Other Statutorily Required Documentation Where Required. Franchisor Is Not Responsible For Collecting, Remitting Or Reporting Any Service Tax, VAT/CST Or Other Taxes Arising From Such Sale Or Sale Return. Franchisee Is Solely Responsible For Preparing, Making And Filing Any Tax Audit Report And Statutory Reports And Other Filings And Responding To Any Tax Or Financial Audits. Unless Stated Otherwise, Any And All Fees Payable By Franchisee Pursuant To This Agreement Are Exclusive Of All Value Added, Service, Sales, Use, Goods And Services And Similar Taxes, And Franchisee Will Pay Any Taxes That Are Imposed And Payable On Such Amounts. If Franchisor Is Required By Law Or By Administration Thereof To Collect Any Value Added, Service, Sales, Use, Goods And Services Or Similar Taxes From Franchisee, Franchisee Will Pay Such Taxes To Franchisor.

Franchisor Will Issue A Tax Invoice Within The End Of 30 Days Of Each Month Indicating The Amount Of Reimbursements Claimed, Service Fees And Applicable Taxes Levied Thereon On The Gross Fees. If For Any Reason, Any Income Tax Or Withholding Tax Is Determined To Be Deducted And Deposited On Any Payments Or Remittances To Franchisee, Franchisor Will Have The Right To Deduct And Deposit Any Such Applicable Taxes On The Gross Amountsged With The Appropriate Regulatory Authority. No Claim In Respect Of The Taxes Deposited Would Be Made By Franchisee Against Franchisor.

Confidentiality

During The Course Of Franchisee's Use Of The Product And Services, Franchisee May Receive Information Relating To Franchisor Or Franchisor's Affiliates Or To The Service That Is Not Known To The General Public ("Confidential Information"). Franchisee Agrees That: (a) All Confidential Information Will Remain Franchisor's Exclusive Property (b) Franchisee Will Use Confidential Information Only As Is Reasonably Necessary For Franchisee's Participation In The Service And Ensure That Persons Who Have Access To Confidential Information Will Be Made Aware Of And Will Comply With The Obligations In This Provision And (c) Franchisee Will Not Otherwise Disclose Confidential Information To Any Individual, Franchisor, Or Other Third Party, Including Any Affiliates. Franchisee May Not Issue Any Press Release Or Make Any Public Statement Related To The Services, Or Use Franchisor's Name, Trademarks Or Logo In Any Way (including In Promotional Material) Without Franchisor's Advance Written Permission, Or Misrepresent Or Embellish The Relationship Between Franchisor And Franchisee In Any Way.

Force Majeure

Franchisor Will Not Be Liable For Any Delay Or Failure To Perform Any Of Its Obligations Under This Agreement By Reasons, Events Or Other Matters Beyond Its Reasonable Control. Such Acts Include But Are Not Be Limited To Acts Of God, Labor Conflicts, Acts Of War Or Civil Disruption, Governmental Regulations Imposed After The Fact, Public Utility Out Failures, Industry Wide Shortages Of Labor Or Material, Or Natural Disasters.

Relationship Of Parties

Franchisee And Franchisor Are Independent Contractors, And Nothing In This Agreement Will Be Construed To Create A Partnership, Joint Venture, Association Of Persons, Agency, Franchise, Sales Representative, Or Employment Relationship Between The Parties. Franchisor Is Not An Auctioneer, Neither Is It An Intermediary Between The Customer And The Franchisee. Franchisee Will Have No Authority To Make Or Accept Any Offers Or Representations On Franchisor's Behalf. Franchisee Will Not Make Any Statement, Whether On Franchisee's Site Or Otherwise, That Would Contradict Anything In This Section. This Agreement Will Not Create An Exclusive Relationship Between Franchisee And Franchisor.

Modifications

Franchisor May Amend Any Of The Terms And Conditions Contained In This Agreement At Any Time And Solely At Its Discretion. Any Changes Will Be Effective Upon The Posting Of Such Changes On Franchisee Panel Or On The Franchisor's Site, And Franchisee Is Responsible For Reviewing These Locations And Keep Informed Of All Applicable Changes Or Notices. All Notice Of Changes To The Agreement Will Be Posted On The Websiteandthe Modification Date Will Be Mentioned . Changes May Be Made Without Notice To Franchisee. Franchisee Should Refer Regularly To Franchisee Panel, Respectively, To Understand The Current Agreement And Policies And To Be Sure That The Items Franchisee Offers For Sale Can Be Sold And That Franchisee Can Avail The Service In Connection With The Franchisor's Site. Franchisee's Continued Use Of A Service After Franchisor's Posting Of Any Changes Will Constitute Franchisee's Acceptance Of Such Changes Or Modifications.

Delivery Of Goods

After A Particular Sale Is Done Via  Franchisor&rdquo Website, Franchisee Can View And Print Shipment Labels From Franchisor's Seller Panel And Franchisor's Associated Logistics Party Will Pick The Courier From Franchisee's Premises. Shipment Cost Will Be Borne By Franchisor.

Quality Check

Franchisee Will Conduct A Thorough Quality Check Of The Merchandise That Is Received By The Franchisee. A Quality Check Will Mean Check Of The Quality, Quantity And Accuracy. In This Case, The Franchisee Shall Rectify The Same At Their Own Cost And Expense, And Other Penalties Related To Delayed Deliveries/cancellations May Apply.

The Products Supplied To The Franchisee By The Franchiser Will Not Be Taken Back By The Franchiser In Case Of Expire Date Exceed. It Is The Responsibility Of The Franchisee To Intimate The Franchiser Before 15 Days Of The Expire Of The Products In Some Cases The Products Will Not Be Returned And Exchanged  As Rat Bitten Wear And Tear And Broken .some Kinds Of Products Like Oil And Ghee Etc Will Not Be Returned .

Cancellation Charges

20% Of Selling Price Will Beged For The Delayed Delivery Of The Product By The Franchisee Within 36 Hours Of The Order By The Customer.

15% Of Selling Price Will Beged For Every COD Cancelled If Product Is Not Available With Franchisee.

Return Policy

All Goods That Are Defective, Damaged Or Returned By Customer (due To Any Reason) Will Be Returned To Franchisee Within 24 Hours Of The Delivery To The Customer. Data Of All Returns To Be Displayed In Franchisee Panel. Returnges For All Damaged/ Defective/ Wrong Products Shall Be Borne By The Franchisee Which Are Instock.

Miscellaneous

This Agreement Will Be Governed By The Laws Of India, Without Reference To Rules Governing Choice Of Laws Or The Convention On Contracts For The International Sale Of Goods. Each Party Hereby Irrevocably Consents To The Exclusive Jurisdiction And Venue Of The Courts At New Delhi Regarding Any Dispute With Franchisor Relating In Any Way To This Agreement Or Franchisee's Use Of The Services.

Franchisee May Not Transfer Or Assign All Or Any Portion Of This Agreement, By Operation Of Law Or Otherwise, Without Franchisor's Prior Written Consent. Subject To That Restriction, This Agreement Will Be Binding On, Inure To, And Be Enforceable Against The Parties And Their Respective Successors And Assigns. Franchisor May Perform Any Of Its Obligations Or Exercise Any Of Its Rights Under This Agreement Through One Or More Of Franchisor's Affiliates. Franchisor's Failure To Enforce Franchisee's Strict Performance Of Any Provision Of This Agreement Will Not Constitute A Waiver Of Franchisor's Right To Enforce Such Provision Or Any Other Provision Of This Agreement Subsequently.

Franchisor Retains The Right To Immediately Halt Any Transaction, Prevent Or Restrict Access To The Services Or Take Any Other Action To Restrict Access To Or Availability Of Any Inaccurate Listing, Any Inappropriately Categorized Items, Any Unlawful Items, Or Any Items Otherwise Prohibited By The Govt. Of India.

The Authentic Language Of This Agreement And Subsidiary Or Associated Documentation Shall Be English And Any Translations Provided Are For Convenience Only. In The Event Of Any Conflict Or Difference In Interpretation Between The English Language Version Of This Agreement And Subsidiary Or Associated Documentation And Any Translation Of Them, The English Language Version And Interpretation Shall Prevail. Franchisee Agrees That Franchisor May Communicate With Franchisee In English During The Term Of This Agreement.

Franchisor Shall Send All Notices And Other Communications Regarding This Agreement To Franchisee At The E-mail Addresses Designated By Franchisee For Within Franchisee Panel Or Franchisee's Account Respectively, Or By Any Other Means Then Specified By Franchisor. Franchisee May Change Its E-mail Addresses Via Seller Panel. Franchisee Will Their E-mail Addresses (as Well As Its Legal Name, Address And Phone Number) As Often As Necessary To Ensure That They Are Accurate.

This Agreement Incorporates And Franchisee Hereby Accepts The Terms And The Applicable Policies, Which Franchisor May Modify From Time To Time. In The Event Of Any Conflicts Between The Policies And This Agreement, The Policies Will Prevail.

This Agreement Represents The Entire Agreement Between The Parties With Respect To The Services And Related Subject Matter Described Herein And Supersedes Any Previous Or Contemporaneous Oral Or Written Agreements And Understandings.

Franchisee Hereby Grants Franchisor The Right To Display The Merchandise And/or Related Logo And/or Trademark And / Or Brand Name, Etc. Owned By It Or Its Business Associates For Marketing/selling Through Franchisor's Marketing Platform Along With The Terms On Which Such Merchandise Is Made Available For Purchase. Once The Merchandise Is Displayed For Selling, The Same Shall Not Be Withdrawn/suspended/terminated Or Otherwise Discontinued Except On The Expiry Of The Stocks, Or Termination/cancellation Of This Agreement, Subject To Fulfillment Orders Already Placed Within Ambit Of This Agreement.

Franchisee Shall Not Deliver Any Goods / Services To End Customers Which:

This Arrangement May Be Terminated By Franchisee Or Franchisor By Giving A 90 Days Notice In Writing. However, This Arrangement Cannot Be Terminated By Either Party For A Period Of Three Months From The Date Of This Agreement. All Obligations Of Franchisee Related To Fulfillment & Delivery Of Merchandise To Customers, For Orders Which Have Been Placed Prior To Date Of Termination Of This Agreement And Resolution Of All Post Sale Queries Of Merchandise, Including But Not Limited To The Warranty On The Product, Shall Duly Be Honored And Resolved By Franchisee Even After The Termination Of This Agreement.

If Any Dispute Arises Between The Parties Hereto During The Subsistence Of This Agreement Or Thereafter, In Connection With Or Arising Out Of This Agreement, The Dispute Shall Be Referred To Arbitration Under The Indian Arbitration And Conciliation Act, 1996, By A Panel Of Three Arbitrators. Each Party Shall Appoint One Arbitrator And The Two Arbitrators So Appointed Shall Appoint The Third Or The Presiding Arbitrator. Arbitration Shall Be Held At New Delhi, India. The Proceedings Of Arbitration Shall Be In The English Language. The Arbitrator&rsquo S Award Shall Be Final And Binding On The Parties.

Definitions

As Used In This Agreement, The Following Terms Have The Following Meanings:

A franchisor Is A Person Or Company That Grants The License To A Third Party For The Conducting Of A Business Under The franchisor's Marks. The franchisor Owns The Overall Rights And Trademarks Of The Company And Allows Its Franchisees To Use These Rights And Trademarks To Do Business

A franchisee Is The Person Or Company That Is Granted A License To Do Business Under The Franchisor's Trademark, Trade Name, And Business Model, By The Franchisor. The franchisee Purchases A Franchise From The Franchisor.

Customer A Person Who Buys Goods Or Services From A Shop Or Business

"Affiliate" Means With Respect To Any Entity, Any Other Entity That Directly Or Indirectly Controls, Is Controlled By, Or Is Under Common Control With, Such Entity, Except With Respect To Franchisor, "Affiliate" Means Solely Its Affiliates Domiciled In India.

"Business Days" Means Any Day Of The Week (excluding Sundays And Public Holidays) On Which Commercial Banks Are Open For Business In New Delhi, India

"Content" Means Copyrightable Works And Other Content Protected Under Applicable Laws.

"Excluded Products" Means Any Products Or Other Items Set Forth In The Excluded Products List On The Franchisor Site.

"Intellectual Property Rights" Means Any Patent, Copyright, Trademark, Moral Right, Trade Secret Right Or Any Other Intellectual Property Right Arising Under Any Laws And All Ancillary And Related Rights, Including All Rights Of Registration And Renewal And Causes Of Action For Violation, Misappropriation Or Infringement Of Any Of The Foregoing.

"Law(s)" Means Any Law, Ordinance, Rule, Regulation, Order, License, Permit, Judgment, Decision Or Other Requirement, Now Or Hereafter In Effect, Of Any Governmental Authority Of Competent Jurisdiction.

"Local Currency" Means Indian Rupees (INR).

"Order Information" Means, With Respect To Any Of Franchisee's Products Sold Through The Franchisor's Site.

"Person" Means Any Individual, Franchisor, Corporation, Partnership, Limited Liability Partnership, Governmental Authority, Association, Joint Venture, Division Or Other Cognizable Entity, Whether Or Not Having Distinct Legal Existence.

"Selling Price" Means The Total Gross Amount Payable Or Paid By A Customer For Franchisee's Product (including Taxes And Customs Duties).

"Seller Panel" Means The Online Portal And Tools Made Available By Franchisor To Franchisee, For Franchisee Use In Managing Orders, Inventory And Presence On The Franchisor's Site.

"Service" Means The Franchisor's Service That Franchisor Makes Available On Or In Connection With The Franchisor's Site.

"Service Terms" Means The Service Terms Specific To The Service Set Forth Herein And Made A Part Of This Agreement Upon The Date Franchisee Elect To Register For The Service.

"Technology" Means Any: (a) Ideas, Procedures, Processes, Systems, Methods Of Operation, Concepts, Principles And Discoveries Protected Or Protectable Under The Laws Of Any Jurisdiction (b) Interfaces,

protocols, Glossaries, Libraries, Structured XML Formats, Specifications, Grammars, Data Formats, Or Other Similar Materials And (c) Software, Hardware, Code, Technology Or Other Functional Item.

"Trademark" Means Any Trademark, Service Mark, Trade Dress (including Any Proprietary "look And Feel"), Trade Name, Other Proprietary Logo Or Insignia Or Other Source Or Business Identifier, Protected Or Protectable Under Applicable Laws.

"Franchisee Account" Means The Particular Account In Franchisor's Systems, In Which Information About Franchisee's Transactions Is Recorded, And Which Is One Of The Online Portals And Tools Which Franchisor May Make Available To Franchisee, For Franchisee's Use In Managing Orders, Inventory And Presence On The Franchisor's Site.

"Franchisee's Materials" Means All Technology, Trademarks, Content, Required Product Information, Data, Materials, And Other Items Provided Or Made Available By Franchisee Or Franchisee's Affiliates To Franchisor Or Its Affiliates.

"Franchisee's Product" Means Any Product That Is Made Available For Listing For Sale, Offered For Sale Or Sold By Franchisee Through The Franchisor's Service In Connection With Franchisee's Account.

"Franchisee's Sales Channels" Means All Sales Channels And Other Means Through Which Franchisee Or Any Of Franchisee's Affiliates Offer Or Sell Products, Other Than Physical Stores.

"Franchisee's Taxes" Means Any And All Value Added, Service, Sales, Use, Excise, Import, Export, Goods And Service Tax And Other Taxes And Duties Assessed, Incurred Or Required To Be Collected Or Paid For Any Reason In Connection With Any Advertisement, Offer Or Sale Of Products By Franchisee On Or Through Or In Connection With The Services, Or Otherwise In Connection With Any Action, Inaction Or Omission Of Franchisee Or Franchisee's Affiliates Or Franchisee Or Their Respective Employees, Agents, Contractors Or Representatives.

"Franchisee Trademarks" Means Trademarks Of Franchisee That Franchisee Provide To Franchisor: (a) In Non-text Form For Branding Purposes And (b) Separate From (and Not Embedded Or Otherwise Incorporated In) Any Product Specific Information Or Materials.

"Franchisee Transaction" Means Any Sale Of Franchisee Product(s) Through The Franchisor Site.

Franchisor Product And Service Terms

Franchisor Service Is A Service That Allows Franchisee To List Products For Sale And Collect The Payments Made Online In Respect Of Sale Of Franchisee Products Using Technical Integration Provided By Franchisor Directly Via The Franchisor Site. These Service Terms Are Part Of The Franchisor's Agreement, But, Unless Specifically Provided Otherwise, Concern And Apply Only With Franchisee's Participation. BY REGISTERING FOR OR USING FRANCHISOR's

 

SERVICE, FRANCHISEE (ON BEHALF OF SELF OR THE BUSINESS FRANCHISEE REPRESENTS) AGREES TO BE BOUND BY The Franchisor's Agreement AND FRANCHISOR SERVICE TERMS. Unless Defined In These Franchisor Service Terms (including The Franchisor Definitions), All Capitalized Terms Have The Meanings Given To Them In The Franchisor's Agreement.

 

Franchisee Product Listings And Orders

  1. Products And Product Information. Franchisee Will, In Accordance With Applicable Policies, Provide In The Required Format, Accurate And Complete Product Information For Each Product That Franchisee Make Available To Be Listed For Sale Through The Franchisor Site And Promptly Such Information As Necessary To Ensure It At All Times Remains Accurate And Complete. Franchisee Will Also Ensure That Franchisee Materials, Franchisee Products (including Packaging) And Franchisee Offer And Subsequent Sale Of Any Of The Same On The Franchisor Site Comply With All Applicable Laws (including All Marking And Labeling Requirements) And Do Not Contain Any Sexually Explicit, Defamatory Or Obscene Materials Or Any Otherwise Unlawful Materials. Franchisee May Not Provide Any Information For, Or Otherwise Seek To List For Sale On The Franchisor Site, Any Excluded Products Or Provide Any URL Marks For Use, Or Request That Any URL Marks Be Used, On The Franchisor Site. For Each Item Franchisee Lists On The Franchisor Site, Franchisee Will Provide The State Or Country From Which The Item Ships. Franchisee Can Sell Only Those Products Which Are Allotted No Other Products Can Be Sold At The Franchisee Premises. No Other Company Promotion Can Be Made Without The Permission To The Franchisor Found Doing This Can Terminate The Franchise Of The Franchisee.

 

  1. Product Listing Merchandising Order Processing. Franchisor Will List Franchisee Products For Sale On The Franchisor Site In The Applicable Product Categories Which Are Supported For Third Party Sellers Generally On The Franchisor Site, And Conduct Merchandising And Promote Franchisee Products As Determined By Franchisor (including Via The Franchisor Associated Properties Or Any Other Functions, Features, Advertising, Or Programs On Or In Connection With The Franchisor Site). Franchisor Reserves Its Right To Restrict At Any Time In Its Sole Discretion The Access To List In Any Or All Categories On The Franchisor Site. Franchisor May Use Mechanisms That Rate, Or Allow Shoppers To Rate, Franchisee Products And/or Franchisee Performance As A Seller On The Franchisor Site And Franchisor May Make These Ratings And Feedback Publicly Available. Franchisor Will Provide Order Information To Franchisee For Each Of Franchisee Transactions. Sales Proceeds Will Be Paid To Franchisee Only In Accordance With Section 5.

 

  1. Shipping And Handling Charges. Franchisor Will Borne Complete Shipping And Handling Charges Excluding Allges Related To Return Of Damaged/ Defected/ Wrong Shipments.

 

  1. Credit Card Fraud. Franchisor Will Bear The Risk Of Credit Card Fraud (i.e. A Fraudulent Purchase Arising From The Theft And Unauthorized Use Of A Third Party's Credit Card Information) Occurring In Connection With Franchisee Transactions Provided, That Franchisor Will Not Bear The Risk Of Credit Card Fraud In Connection With Any Of Franchisee Products That Is Not Fulfilled Strictly In Accordance With The Order Information And Shipment

 

  1. Information. Franchisor May In Its Sole Discretion Withhold For Investigation, Refuse To Process, Restrict Shipping Destinations For, Stop And/or Cancel Any Of Franchisee Transactions. Franchisee Will Stop And/or Cancel Orders Of Franchisee Products If Franchisor Asks Franchisee To Do So (provided That If Franchisee Have Transferred Franchisee Products To The Applicable Carrier, Franchisor Will Use Commercially Reasonable Efforts To Stop And/or Cancel Delivery By Such Carrier Or Shipper). Franchisor Will Refund Any Customer) That Has Beenged For An Order That Franchisor Stops Or Cancel.

 

Sale, Refunds And Returns

  1. Sale. For The Franchisor Site For Which Franchisee Registers Or Uses Franchisor Service, Franchisee Will: (a) Source, Sell And Fulfill Franchisee Products, In Accordance With The Terms Of The Applicable Order Information, These Service Terms And The Agreement, And All Terms Provided By Franchisor And Displayed On The Franchisor Site At The Time Of The Order And Be Solely Responsible For And Bear All Risk For Such Activities (b) Package Each Of The Ordered Products In A Commercially Reasonable Manner And Ship Each Of The Products On Or Before Its Estimated Ship Date (c) Retrieve Order Information At Least Once Each Business Day (d) Not Cancel Any Of The Transactions Except As May Be Permitted Pursuant To Franchisee Terms And Conditions Appearing On The Franchisor Site At The Time Of The Applicable Order (which Terms And Conditions Will Be In Accordance With This Agreement) Or As May Be Required Under This Agreement (e) Provide To Franchisor Information Regarding Shipment And Order Status And Tracking (to The Extent Available), In Each Case As Requested By Franchisor Using The Processes Designated By Franchisor, And Franchisor May Make Any Of This Information Publicly Available (f) Notwithstanding Any Other Provision Of These Service Terms, Ensure That Franchisee Are The Seller Of All Products Made Available For Listing For Sale Hereunder (g) Include An Order-specific Packing Slip Within Each Shipment Of Franchisee Products (h) Keep Franchisee Identification As The Seller Of The Product On All Packing Slips Or Other Information Included With Franchisee Products And As The Person To Which A Customer May Return The Applicable Product And (i) Not Send Customers Emails Confirming Orders Or Shipments Of Franchisee Products.

 

  1. Returns And Refunds. Franchisee Will Accept Returns And Adjustments In Accordance With These Service Terms And The Applicable Refund Policy Franchisee Chooses Amongst The Franchisor Return Policies Made Available To Franchisee At The Time Of The Applicable Order Or Any Other Refund Policy, Which Franchisor Permits Franchisee To Set For Franchisee Products, At Franchisor's Sole Discretion, And Franchisor May Inform Customers That These Policies Apply To Franchisee Products. For The Purposes Of Making Payments To The Customer (which May Be In The Same Payment Form Originally Used To Purchase Franchisee Product), Franchisee Authorize Franchisor To Make Such Payments Or Disbursements From Franchisee Available Balance With Franchisor. In The Event Franchisee Balance In With Franchisor Is Insufficient To Process The Refund Request, Franchisor Will Process Such Amounts Due To The Customer On Franchisee Behalf, And Franchisee Will Reimburse Franchisor For All Amounts So Paid.

 

Problems With Franchisee Products

  1. Dispatch Errors And Nonconformities: Franchisee Are Responsible For: Any Non-dispatch, Mis-dispatch Or Other Mistake Or Act In Connection With The Fulfillment And Dispatch Of Franchisee Products, Except To The Extent Caused By: (a) Credit Card Fraud For Which Franchisor Is Responsible Under Credit Card Fraud Section Or (b) Franchisor's Failure To Make Available To Franchisee Order Information As It Was Received On Franchisor's Website Or Resulting From Address Verification. Franchisee Are Also Responsible For Any Non-conformity Or Defect In, Or Any Public Or Private Recall Of, Any Of Franchisee Products. Franchisee Will Notify Franchisor Promptly As Soon As Franchisee Have Knowledge Of Any Public Or Private Recalls Of Franchisee Products.

 

  1. Compensation Franchisee Will Pay To Franchisor Commission For Each Transaction Of Franchisee's Products During The Term Of This Agreement. Except As Provided Otherwise, All Monetary Amounts Contemplated In These Service Terms Will Be Expressed And Provided In The Local Currency, And All Payments Contemplated By This Agreement Will Be Made In The Local Currency.

 

All Taxes Or Surcharges Imposed On Fees Payable By Franchisee To Franchisor Will Be Franchisee Responsibility.

 

Sales Proceeds & Refunds

  1. Remittance: Remittances To Franchisee For Franchisee Transactions Shall Be Made Through The Online Bank Or Any Other Mutually Agreed And Other Means Used To Transfer To Franchisee Bank Account. Franchisee Hereby Agree And Authorizes Franchisor To Collect Payments On Franchisee Behalf From Customers For Any Sales Made Through The COD Mechanism. Franchisee Authorizes And Permits Franchisor To Collect And Disclose Any Information (which May Include Personal Or Sensitive Information Such As Franchisee Bank Account Information) Made Available To

Franchisor In Connection With This Agreement To A Bank, Auditor, Processing Agency, Or Third Party Contracted By Franchisor In Connection With This Agreement.

 

  1. Subject To And Without Limiting Any Of The Rights Described In Section "Sale, Refunds & Returns" Of The General Terms, Franchisor May Hold Back A Portion Or Franchisee Sale Proceeds As A Separate Reserve ("Reserve"). The Reserve Will Be In An Amount As Determined By Franchisor And The Reserve Will Be Used Only For The Purpose Of Settling The Future Claims Of Customers In The Event Of Non-fulfillment Of Delivery To The Customers Of Franchisee Products Keeping In Mind The Period For Refunds Andge Backs.

 

Except As Otherwise Stated In This Agreement (including Without Limitation Section "Sale, Refunds & Returns" Of The General Terms), Franchisee Authorizes Franchisor And Franchisor Will Remit The Settlement Amount To Franchisee Bank Account On The Payment Date In Respect Of An Eligible Transaction. When Franchisee Either Initially Provides Or Later Changes Franchisee Bank Account Information, The Payment Date Will Be Deferred For A Period Of Up To 14 Calendar Days. Franchisee Will Not Have The Ability To Initiate Or Cause Payments To Be Made To Franchisee.

 

"Eligible Transaction" Means Franchisee Transaction Against Which The Actual Shipment Date Has Been Confirmed By Franchisee.

 

"Designated Day" Means Any Particular Business Day Of The Week Designated By Franchisor On A Weekly Basis, In Its Sole Discretion, For Making Remittances To Franchisee.

 

"Payment Date" Means The Designated Day Falling Immediately After 15 Calendar Days (or Less At Franchisor's Sole Discretion) Of The Eligible Transaction.

 

"Settlement Amount" Means Sales Proceeds (which Franchisee Will Accept As Payment In Full For The Sale Of Franchisee Products), Less: (a) The Commission Due For Such Sums (b) Taxes Required To Beged By Franchisor On Franchisor Fees (c) Any Refunds Due To Customers In Connection With The Franchisor Site (d) Reserves, As May Be Applicable, As Per This Agreement (e) Any Other Applicable Fee Prescribed Under The Policies, If Applicable.

 

  1. In The Event That Franchisor Elects Not To Recover From Franchisee A Customer'sgeback, Failed Payment, Or Other Payment Reversal (a "Payment Failure"), Franchisee Irrevocably Assigns To Franchisor All Franchisee Rights, Title And Interest In And Associated With That Payment Failure.

 

Control Of Site

Notwithstanding Any Provision Of This Agreement, Franchisor Will Have The Right In Franchisor Sole Discretion To Determine The Content, Appearance, Design, Functionality And All Other Aspects Of The Franchisor Site And Franchisor Service (including The Right To Re-design, Modify, Remove And The Content, Appearance, Design, Functionality, And Other Aspects Of, And Prevent Or Restrict Access To Any Of The Franchisor Site And Franchisor Service And Any Element, Aspect, Portion Or Feature Thereof (including Any Listings), From Time To Time, And To Delay Or Suspend Listing Of, Or To Refuse To List, Or To De-list, Or Require Franchisee Not To List Any Or All Products On The Franchisor Site In Franchisor Sole Discretion.

 

Effect Of Termination

Upon Termination Of Franchisor Service Terms In Connection With The Franchisor Site, All Rights And Obligations Of The Parties Under These Service Terms With Regard To The Franchisor Site Will Be Extinguished, Except That The Rights And Obligations Of The Parties With Respect To Franchisee Transactions Occurring During The Term Will Survive The Termination Or Expiration Of The Term.

 

Tax Matters

In Addition To The General Terms, Franchisee Agrees That, Unless Otherwise Agreed By Franchisor In Advance In Writing, The Price Stated By Franchisee For Franchisee Products Is Inclusive Of All Taxes Including VAT/CST, Customs Duty, Excise Duty, Service Tax Or Other Tax Or Levy That Franchisee May Be Required To Remit In Connection With Such Sale.

All Payments By Franchisor To Franchisee Shall Be Made Subject To Any Applicable Withholding Taxes Under The Applicable Law. Franchisor Determines It Is Obligated Toge Or Collect On The Fees, An Amount Equal To The Legally Applicable Withholding Taxes At The Applicable Rate. Franchisee Are Responsible For Deducting And Depositing The Legally Applicable Taxes And Delivering To Franchisor Sufficient Documents Evidencing The Deposit Of Such Tax. Upon Receipt Of The Evidence Of Deduction Of Such Tax, Franchisor Will Remit The Amount Evidenced In The Certificate To Franchisee. Upon Franchisee Failure To Duly Deposit These Taxes And Provide Evidence To That Effect Within Five (5) Business Days From The End Of The Relevant Month, Franchisor Shall Have The Right To Utilize The Retained Amount For Discharging Its Tax Liability.

 

Where Franchisee Have Deposited The Taxes, Franchisee Will Issue An Appropriate Tax Withholding Certificate For Such Amount To Franchisor And Franchisor Shall Provide The Necessary Support And Documentation As May Be Required By Franchisee For Discharging Franchisee Obligations.

 

Franchisor Has The Option To Obtain An Order For Lower Or NIL Withholding Tax From The Indian Revenue Authorities. In Case Franchisor Successfully Procures Such An Order, It Will Communicate The Same To Franchisee. In That Case, The Amounts Retained Shall Be In Accordance With The Directions Contained In The Order As In Force At The Point In Time When Tax Is Required To Be Deducted At The Source.

 

Franchisor Definitions

"Franchisor Refund Policies" Means The Return And Refund Policies Published On The Franchisor Site.

 

"Estimated Ship Date" Means, With Respect To Any Of Franchisee Products, Either: (a) The End Of The Shipping Availability Period (which Begins As Of The Date On Which The Relevant Order Is Placed By The Customer), Or The Shipping Availability Date, As Applicable, Specified By Franchisee In The Relevant Inventory/product Data Feed For Franchisee Product On The Franchisor Site Or (b) If Franchisee Do Not Specify Shipping Availability Information In Such Inventory/product Data Feed Or Franchisee Product Is In A Product Category That Franchisor Designates As Requiring Shipment Within Two (2) Business Days, Two (2) Business Days After The Date On Which The Relevant Order Is Placed By The Customer.

"Required Product Information" Means, With Respect To Each Of Franchisee Products In Connection With The Franchisor Site, The Following (except To The Extent Expressly Not Required Under The Applicable Policies): (a) Description (b) SKU And EAN/UPC Numbers And Other Identifying Information As Franchisor May Reasonably Request (c) Information Regarding In-stock Status And Availability, Shipping Limitations Or Requirements, And Shipment Information (in Each Case, In Accordance With Any Categorizations Prescribed By Franchisor From Time To Time) (d) Categorization Within Each Franchisor Product Category And Browse Structure As Prescribed By Franchisor From Time To Time (e) Digitized Image That Accurately Depicts Only Franchisee Product And Does Not Include Any Additional Logos, Text Or Other Markings (f) Purchase Price (g) Any Text Disclaimers, Warnings, Notices, Labels Or Other Content Required By Applicable Law To Be Displayed In Connection With The Offer, Merchandising, Advertising Or Sale Of Franchisee Product (h) Any Vendor Requirements Or Other Terms And Conditions Applicable To Such Product That A Customer Should Be Aware Of Prior To Purchasing The Product (i) Brand (j) Model (k) Product Dimensions (l) Weight (m) A Delimited List Of Technical Specifications (n) SKU And EAN/UPC Numbers (and Other Identifying Information As Franchisor May Reasonably Request) For Accessories Related To Franchisee Product That Is Available In Franchisor Catalogue And (o) Any Other Information Reasonably Requested By Franchisor (e.g., The Condition Of Used Or Refurbished Products).

 

"Shipment Information" Means, With Respect To Any Of Franchisee Products, The Estimated Or Promised Shipment And/or Delivery Date.

 

"URL Marks" Means Any Trademark, Or Any Other Logo, Name, Phrase, Identifier Oracter String, That Contains Or Incorporates Any Top Level Domain (e.g., .com, Co.in, Co.uk, .in, .de, .es, .edu, .fr, .jp) Or Any Variation Thereof (e.g., Dot Com, Dotcom, Net, Or Com).

 

"Franchisee Transaction" Shall Mean Any And All Such Transactions Through Franchisor Only.

 

This Agreement Is Valid For A Period Of One Year From The Date Of Signing. It Can Be Extended By Mutual Consent And On Such Terms As Mutually Agreed.

 

Any Amendment To This Agreement Shall Be Uploaded On The Franchisee Panel.

 
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