My Cube, 1st Floor, Anuj Chambers, 24 Park Street, Kolkata, West Bengal, India. 700016 Kolkata IN
QRETTO
My Cube, 1st Floor, Anuj Chambers, 24 Park Street, Kolkata, West Bengal, India. Kolkata, IN
+918910438319 //cdn1.storehippo.com/s/604094409fa5ed89d0a3f790/61e9246390141bde332731a2/20220120_134832_0000-480x480.png" soumi@qretto.com

Seller Agreement

E-COMMERCE SELLER AGREEMENT

This E-commerce Vendor Agreement (“Agreement”) is made and entered into on this …. Day of ___________ , 2021 between, RootKonnect Ventures Pvt. Ltd., a company incorporated under the Companies Act, 2013, having its registered office at  …………………………………….,  through Mr. ___________, its duly Authorised Representative (hereinafter referred to as “Company”), of the First Part;

 

AND

 

…………………., an individual/a proprietorship firm/a partnership firm/a limited liability partnership firm/a cooperative society/a company incorporated under the Companies Act, 1956 and/or the Companies Act 2013, residing at/having its place of work/registered office at ……………………….  hereinafter referred to as “Vendor”), represented by Mr………………………, , being its Proprietor/one of the Partners/Directors of the Second Part.

 

WHEREAS:

  1. Vendor is engaged in _________________________.
  2. Company means RootKonnect Ventures Pvt. Ltd. and owns a digital platform located at the following URL: http://www.qretto.com, hereinafter referred to as the “Qretto WebSite” and have many registered users to whom Company offers various services.
  3. Vendor is desirous of setting up an online store on Shopping Website www.qretto.com established by Rootkonnect Ventures Pvt. Ltd. and has offered to sell its products through the said online store, to which Company has agreed to create the said online store upon the following terms and conditions.
  4. The above referred Vendor and Company are hereinafter collectively referred to as “Parties” and individually as “Party”.

 

NOW THIS AGREEMENT WITNESSETH HEREWITH:

 

  1. Definitions

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

1.1.            “Company” shall mean Rootkonnect Ventures Pvt. Ltd.

1.2.            “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.

1.3.            “Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges, if any.

1.4.            “Effective Date” shall mean the date on which this Agreement is executed.

1.5.            “Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.

1.6.            “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.

1.7.            “Online Store” shall mean www.qretto.com, a virtual electronic store created on the RootKonnect Ventures Shopping online portal for sale of the Vendor’s Products either through web site of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale or any other means by which the Customer places an order for the Product of the Vendor.

1.8.      “Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.

1.9.            “Products” shall mean merchandise items of the Vendor put up for sale on the Online Store by the Vendor.

1.10.        “Sale Price” shall be the price at which the Product is offered for sale by the Vendor on the web Platform by using Platform Services to the End Customer. Parties agree that Sale Price is dynamic and volatile and may vary at different times and points of sale and therefore can be periodically and from time to time changed or revised by the Merchant in accordance with the terms of this Agreement.

1.11.        www.qretto.com means an online platform owned and operated by the Company herein that facilitates the shopping transaction between the Vendor and the Customer.

1.12.        “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.

1.13.        “Shipment Cost” shall mean the cost and taxes recovered by the Company from the Vendor per order for handling the logistics.

1.14.        “Introductory Sign-up Fees” shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store.

1.15.        “Service charge” shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product on online store.

1.16.       “Transaction Day (T)” shall mean the day of intimation when transaction in respect of a product or products is presumed to be completed in all respect that is to say, the period within which after delivery of product by the seller to the purchaser, the purchaser makes payment of product price and such amount is kept in Nodal Account for a period of 7 (seven) to 10 (ten) days with a purpose to refund to the said purchaser in case he/she decides to return the products to seller.

 

  1. Arrangement

2.1.           The Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting and technology, customer support, logistics services (if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the sale being effected through the Online Store created on the Oleegoli.com website of the Company.

2.2.            Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its Products on the said Online Store, subject to the terms and conditions hereinafter contained. Vendor further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of Rootkonnect Ventures Pt. Ltd. website i.e. www.qretto.com (incorporated in this agreement by way of reference and forms part of this Agreement) along with this Agreement.

  1. Consideration and Payment Terms

3.1.            Vendor shall make the payment for Sign-up fees as specified in Form A for the creation of Online Store at the time of execution of this Agreement. Payment of Sign up fees shall be made 100% in advance unless specified. The service tax if any shall be charged by the Company, at the applicable rates.

3.2.            The said sign-up fee is a non- refundable fee for the creation of Online Store.   The said Online store shall be displayed on the Company’s website during the subsistence of this Agreement.

3.3.            The Company shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company in ____________. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at Rs…../- per transaction (by a particular customer). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the service charges.  Any amount to be paid to the Vendor by the Company shall be paid net of reversals.

3.4.            In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges, plus a penalty on the cost of the product and the said charges will be deducted from the amount due and payable to Vendor.

3.5.            Further Company shall debit the cost of the shipment charges to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.

3.6.            Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:

3.6.1.      Vendor shall prepare a consolidated advice list of all orders delivered to the cutomer, 5 times in a month for every 7 days.

3.6.2.      The Company shall within 7 working days of receipt of advice process the amount due to Vendor and dispatch the Cheques / Demand draft favouring “ ________________________” / on line transfers.

3.6.3.      The Company shall deduct charges as specified in sub-clause 4 above and agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.

 

3.7.            Vendor agrees to bear all the applicable taxes duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store i.e. www.qretto.com and shall not be responsible to collect, report, or remit any taxes arising from any transaction.

3.8.      Vendor agrees that it/he/she does not have any right to make any objection and/or does hereby give his/her consent not to make any objection regarding payment and/or disbursal of Service Charges/Commission by the Nodal Bank to the Company herein as per RBI guidelines.

 

  1. Obligations of the Vendor

The Vendor shall:

4.1.            Through the interface provided by the Company on the creation of Online Store of Vendor, shall upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.

4.2.            Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.

4.3.            Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.

4.4.            Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.

4.5.            At all times have access to the Internet and its email account to check the status of approved orders,

4.6.            On receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store.

4.7.            In respect of the orders for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company.

4.8.            In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, 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.

4.9.            Update the Order Status including Airway Bill Number on a daily basis,

4.10.        The Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company,

4.11.        The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.

4.12.        Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.

4.13.        The Vendor shall not 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.

4.14.        The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.

4.15.        The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.

4.16.        Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.

4.17.        The Vendor shall at all time during the pendency of this agreement endeavours to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.

4.18.        The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, 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.

4.19     The Vendor shall offer the Products for sale on the web Platform on the Sale Price which shall be inclusive of all taxes, duties, levies, warehousing, packaging, shipping and logistics charges and all other charges other than any entry taxes / octroi as applicable in the city or municipal limits of the End Customer. The Sale Price shall be in compliance with all applicable laws and shall not be more than the maximum retail price printed on the Products

4.20     The Vendor is not allowed to and/or cannot sell their products below the sale price as mentioned at Company’s website i.e. www.qretto.com on any other online or physical channel. If it is found or detected subsequently that the Vendor is selling similar products on any other online or physical channel below the price mentioned on Company’s website i.e. www.qretto.com, the Company at its sole discretion shall take proper steps as per terms of this agreement and/or initiate legal actions in terms of the applicable laws against such Vendor and in any event such Vendor shall be liable and responsible to compensate the Company adequately. Furthermore said Vendor shall be debarred from getting any kind of access to Company’s website i.e. www.qretto.com and selling or promoting his/her products.

 

  1. Warranties, Representations and Undertakings of the Vendor

 The Vendor warrants and represents that

 

5.1.            They have the right and full authority to enter into this Agreement with the Company.

5.2.            All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.

5.3.            There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;

5.4.            That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, GST, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.

5.5.            That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.

5.6.            That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.

5.7.            Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.

5.8.            Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.

5.9.            That Vendor shall draw the invoice / bill directly in the name of the Customer.

5.10.        Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.

5.11     Vendor shall pass on the full warranty or guarantee received on the Products from the third party manufacturers or third party suppliers to the End Customer and shall fully support the End Customer to enforce such warranty or guarantee. Vendor shall at no point represent or hold itself out as an agent or representative or an Affiliate of the Service Provider or the Company. The sale and purchase transaction between Vendor and the End Customer shall be a bi partite contract between them and Service Provider is merely facilitating the transaction between Vendor and Purchaser or End Customer as an intermediary and a conduit by making available Service Provider Business and Payment Facilitation Services to Vendor and End Customer.

 

  1. Company reserves the right:

 

6.1.            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 online store 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 RootKonnect Ventures Pvt. Ltd. shopping Website. 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.

6.2.            Company reserves the right to provide and display appropriate disclaimers and terms of use on Rootkonnect Ventures Pvt. Ltd. Shopping portal.

6.3.            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 Rootkonnect Ventures Pvt. Ltd. Shopping portal i.e. www.qretto.com , 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 service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store 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.

6.4      Company reserves the right to do promotional offers and various discount schemes in respect of various products of the vendor, depending on market needs on their web platform and Vendor has to agree to such offers and/or schemes. Such agreements or consent has to be reduced in writing or to be conveyed through online mode to the company. Under no circumstances Vendor shall raise any kind of objections to such offers and schemes. 

6.5      The Company shall have the right to control the MOP of new and other listed products of the Vendor and during validity of this agreement the Company reserves the right to change, review or modify at periodic intervals such MOP as it deem fit.

 

 

  1. Indemnity

 

7.1.            The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, GST, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.

7.2.            The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.

7.3.            This article shall survive the termination or expiration of this Agreement.

 

  1. Company not Liable

8.1.            The Company on the basis of representation by the Vendor has created the online store of the Vendor on Rootkonnect Ventures Pvt. Ltd. Shopping portal i.e. www.qretto.com to enable Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the Contract.

8.2.            The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations /intellectual property rights of any third party.

8.3.            Vendor agrees and acknowledges that Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.

8.4.            Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

8.5.            The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.

 

  1. Term, Termination and effects of Termination

9.1.            Term:

The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.

 

9.2.            This Agreement may be terminated by the Company in the event:

9.2.1.      Vendor fails to make payment of the agreed amount, by giving 48 hours written notice,

9.2.2.      Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified  within 30 days after written notice given by the Company.

9.2.3.      If a Petition for insolvency is filed against the Vendor.

9.2.4.      If the Vendor is in infringement of the third party rights including intellectual property rights.

9.2.5.      This Agreement may be terminated by either party giving the other 30 days written notice.

9.2.6    The seller is free to terminate this agreement in case an modification in clauses done by company.

 

9.3.            Effect of Termination:

In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect. Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.

 

During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

 

  1.             Arbitration

10.1.        Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.

10.2.        The arbitration shall be conducted in Kolkata in accordance with the Arbitration and Conciliation Act of 1996 or any modification or re-enactment for the time being in force.

10.3.        The language of arbitration shall be English. The arbitration shall be held at Kolkata, India.

10.4.        The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.

 

  1. Jurisdiction and Governing law

11.1.        The obligations, performance, interpretation and contents shall be governed by Indian law.

11.2.        Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Kolkata.

 

  1. Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.

 

  1. Intellectual Property Rights

It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

Trademark, Copyright and Restriction

The Website is controlled and operated by Rootkonnect Ventures Pvt. Ltd and products are sold by respective registered sellers. All material on the Platform, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks and other intellectual property rights. You must not copy, reproduce, republish, upload, post, transmit, or distribute Rootkonnect Ventures Pvt. Ltd’s or other sellers’ material in any way, including by email or other electronic means and whether, directly or indirectly, you must not assist any other person to do so. Without the prior written consent of the owner, modification or use of the material on any other website/networked computer environment or for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks, and other proprietary rights is prohibited. Any use for which you receive any remuneration, whether money or otherwise, is a commercial use for the purposes of this clause.

 

  1. Entire Agreement

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

 

  1. Assignment

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.

 

  1.             Confidentiality:

Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

 

  1. Limitation of liability:

Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.

NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE {WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY}, TO THE VENDOR OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT. Company’s entire liability to Vendor under this Agreement or under any applicable law or equity shall be limited solely to actual and proven direct damages sustained by the Vendor as a result of the gross negligence or wilful misconduct of the Company and its Affiliate and their respective directors, officers, employees and agents in the performance of their respective services and other obligations under this Agreement. In no event shall the Service Provider be liable, vicariously or otherwise, to the Vendor and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the (i) amounts paid by the Vendor to the Company in the immediately preceding twelve month period under this Agreement – if such losses at all are due to Platform Services, or (ii) the cost of the Products (excluding Services Fees) sold by the Merchant to End Customer – if such losses at all are due to Transaction Support Services.

 

  1. Relationship of Parties

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

 

  1. Waiver and Amendment

19.1.        No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.

19.2.        Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

 

  1. Force Majeure

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

 

This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.

 

In witness whereof the parties have hereto caused their respective Signatures and Company seal to be affixed the day and year first hereinabove mentioned.

  

 

For Rootkonnect Ventures Pvt. Ltd.                    For ______________________

 

 

 ---------------------------                                                  ______________________

Name  :                                                                         Name :

Designation :   VP – E Commerce                             Designation :

 Witness:                                                                          Witness: ________________

 Name     :

Address