(284293953) tradus merchant agreement[1]

8/12/2019 (284293953) Tradus Merchant Agreement[1]

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us Merchant Agreement/prime.tradus.com/vrf/agreementprint.php

Merchant Agreement

This Merchant Agreement ("Agreement") is hereby entered into on this 21 day of Jun, 2013 ("Effective Date") by and between:

Pay Value [Proprietorship], having its registered office at 2!"2#, $ec!#2, Ardee %ity,&urgaon!122003 122003 &urgaon

'aryana (hereinafter referred to as "Merchant", which expression sha !ness rep!gnant to the context herein, inc!de its

s!ccessors and permitted assigns) and ibibo #eb $vt %td, incorporated !nder the &ompanies Act,'* having its corporate

office at $ot no ',$ear Tower, +ector -,.nstit!tiona area, /!rgaon '--00'(hereinafter referred to as "&ompany ", which

expression sha !ness rep!gnant to the context herein, inc!de its s!ccessors and permitted assigns)1 Each of the &ompany

and the Merchant sha be individ!ay referred to as the 2$arty2 and coectivey as the 2$arties21

#3E4A+ the Merchant is in the b!siness of providing prod!cts and services as more specificay stated in Annex!re 5 and the

&ompany in engaged in the b!siness of r!nning its e6commerce porta !nder the brand name of 2Trad!s2 on the

74%6www1trad!s1in8 www1trad!s1com("#ebsite")

A9D #3E4EA+ the Merchant has approached the &ompany for promotion of the Merchant2s goods and services on the

#ebsite and the &ompany has agreed to provide the desired service on the terms and conditioned mentioned herein beow1

This Agreement consists of - parts:

Anne(ure A!/enera Terms and &onditions for Merchants

Anne(ure )!+ervice rder ;orm

The $arties have read, !nderstood and agreed to this Agreement by affixing the signat!res of their a!thori


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+ignat!re:

9ame:

Designation:

+ignat!re:

9ame:

Designation:

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15 erm/ This Agreement sha commence from the Effective Date and sha remain effective !ness terminated as

mentioned herein beow1

25 $cope of $er6ices/ The services so provided by the &ompany are more specificay defined in Annex!re 5 ("+ervices")1

Merchant sha be provided with an option to chat with the !sers of the #ebsite1 3owever the Merchant !nderta=es and warrants

to abide by the Terms and conditions of chat at a times1 .n case &ompany has any reason to beieve that the Merchant has

vioated any of the Terms and conditions of chat, and then &ompany has the right to terminate the chat option avaiabe to the

seer witho!t assigning any reason1

35 %onsideration/ The consideration payabe to the &ompany in ie! of the +ervices provided by the &ompany is specified in

Annex!re 51

75 .epresentations and 8arranties 9y Merchant/

a1 Merchant represents that it has a rights, permissions and consents to and is a!thori!ate right, tite, interest and ownership, reso!rces, experience, abiities and re>!isite

stat!tory compiances and icenses to r!n their b!siness1

#5 ntellectual Property/A inteect!a property rights in the c!stomer database, design and information on the #ebsite,

inc!ding the on6ine information fied in by the c!stomers and Merchants sha vest soey and exc!sivey with the

&ompany1

:5 ndemnity

a1 Merchant sha defend, indemnify and hod harmess the &ompany and its affiiates, directors, officers and empoyees

harmess from any and a caims, demands, action s!its or proceedings, iabiities, osses, costs, expenses (inc!ding ega fees)

or damages asserted against the &ompany, arising o!t of the Merchant2s actions or omissions, directy or indirecty, inc!ding any

breach or non6performance by the Merchant of any of its !nderta=ing, representations, warranties and8or obigations !nder this

Agreement1

b1 Merchant sha defend, indemnify and hod harmess the &ompany and its affiiates, directors, officers and empoyees from

any and a caims, demands, action s!its or proceedings, iabiities, osses, costs, expenses (inc!ding ega fees) or damages

asserted against the &ompany arising o!t or in reation to the Merchant2s prod!cts and services inc!ding b!t not imited to

!navaiabiity, deficiency and damaged, sp!rio!s or defective prod!cts so provided to the c!stomers !nder this Agreement

c1 The obigations set o!t in this ca!se sha s!rvive the Term of this Agreement1

;5 Process for ealing


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Merchant, the c!stomer and any other third parties1 The decision of the &ompany sha be fina in respect of s!ch a disp!te1 .f the

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reso!tion invoves payment by the &ompany to the c!stomer, then the amo!nt so paid sha be ad?!sted in the amo!nt payabe

to the Merchant1 .f no amo!nt is payabe to the Merchant, then s!ch amo!nt sha become payabe by the Merchant to the

&ompany as debt owed to the &ompany and sha be paid by the Merchant within ten days of being notified to do so by the

&ompany1

=5 imitation of lia9ility/ .n no event sha &ompany be iabe !nder this Agreement for any indirect, incidenta, specia, p!nitive

or conse>!entia oss or damage, any oss of profits, oss of b!siness, oss of reven!e and8or oss of goodwi, except in case of

any infringement of inteect!a property rights or any vioation of aw1 ;!rther, notwithstanding anything in the Agreement to the

contrary, the maxim!m aggregate iabiity of the &ompany !nder this Agreement sha be imited to the amo!nts received by the

&ompany as commission in the month immediatey preceding the date of the ca!se of action, !nder this Agreement1 The

obigations set o!t in this ca!se sha s!rvive the Term of this Agreement1

>5 ermination

a1 Either $arty sha have the right to terminate this Agreement forthwith after giving notice thereof to the other $arty, in the event

of insovency or ban=r!ptcy of the other $arty1

b1 .n the event of any breach by the Merchant, of any of the terms and conditions recorded herein, the &ompany sha give a

notice in writing to the Merchant to remedy the breach within a period of days from the date of receipt of the notice1 .f the

Merchant fais to remedy the breach within the aforesaid period, this Agreement at the option of &ompany sha stand

terminated witho!t any f!rther notice1 +!ch termination sha be witho!t pre?!dice to the other r ights and remedies avaiabe to

the parties in aw1

c1 Either $arty may terminate this Agreement by giving thirty (0) days notice to the other $arty in writing witho!t assigning

any reasons therefor1

Miscellaneous

a5 Amendment/ &ompany reserves the right to modify the contents of this Agreement at any time1 The Merchant can view the

most c!rrent version of the Agreement on the #ebsite1

95 *on Poach/ The Merchant agrees that d!ring the Term of this Agreement and ' (one) year after the expiry8 termination of this

Agreement, the Merchant sha not poach any empoyees, associates or cons!tants from the &ompany1

c5 %onfidentiality/ The Merchant ac=nowedges and agrees that in connection with this Agreement, the Merchant wi have

access to information reating to the &ompany2s or its affiiate2s b!siness affairs, operations, prod!cts, processes,

methodoogies, form!ae, pans, pro?ections, =now6how, mar=et opport!nities, s!ppiers, c!stomers, mar=eting activities, saes,

software, comp!ter and teecomm!nications systems, costs and prices, wage and records pertaining to finances and personne

("&onfidentia .nformation") and hereby agrees not to discose any &onfidentia .nformation to any third party and not to !se any

s!ch &onfidentia .nformation for any p!rpose other than as stricty re>!ired for the performance of this Agreement1 A s!ch

&onfidentia .nformation is and sha remain the exc!sive property of the &ompany and no icense sha be impied to havebeeen granted with respect to s!ch &onfidentia .nformation by reason of Merchants access to s!ch &onfidentia .nformation1

Merchant !nderta=es to !se a preca!tions re>!ired to enabe it to compy with a the terms of this Agreement and to ens!re

simiar compiance of the same by its empoyees8 personne1

d5 Ar9itration and Jurisdiction/A caims arising !nder this Agreement sha be resoved amicaby by the parties1 .f s!ch

disp!te is not resoved amicaby between the $arties within @ days then the same sha be referred to arbitration1 The arbitration

proceedings sha be carried o!t by a soe arbitrator in accordance with the r!es and reg!ations !nder the Arbitration and

&onciiation Act, '*1 The arbitration sha be cond!cted at 9ew Dehi in Engish ang!age1 +!b?ect to the above, the $arties

agree to s!bmit to the exc!sive ?!risdiction of co!rts at 9ew Dehi in respect of any disp!te !nder this Agreement1 3owever,

the $arties sha have the right to approach the co!rts at 9ew Dehi at any time for in?!nctive reief1

e5 4orce Ma?eure/ 9either $arty sha be responsibe to the other for fai!re to perform their respective obigations !nder this

Agreement d!e to ca!ses beyond its reasonabe contro1 +!ch ca!ses inc!de b!t are not imited to an act of god, fire, stri=e,

act of war, riot, and act of terrorism or governmenta prohibition1 .f the force ma?e!re condition contin!es for more than thirty (0)days, then, either $arty may terminate this Agreement by giving a notice of termination with immediate effect after competion of

these thirty (0) days, to the other $arty in writing1

f5 *otice/A correspondence and notices !nder this Agreement sha be given in writing at the foowing address: .n case of a

change in address, each $arty sha notify the other $arty, in writing, abo!t s!ch change1

.f to Merchant:

Pay Value,

.f to &ompany:

&eneral %ounsel, i9i9o 8e9 P6t td, 3rd 4loor, Pearl o


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g5 $e6era9ility/ .f any provision of this Agreement sha contravene or be iega, invaid or !nenforceabe !nder the aws of any

state in which this Agreement sha be performed or enforced, then s!ch contravention, iegaity, invaidity or !nenforceabiity

sha not invaidate the entire Agreement and the Agreement sha be modified to the extent necessary to ma=e it enforceabe1

h5 ndependent Parties/ The $arties ac=nowedge and agree that the reationship between them is soey that of independent

contractors and nothing in this Agreement is to be constr!ed as empoyer 8 empoyee, franchise8 franchisee, agent 8 principa,

partners, ?oint vent!res, co owners, or otherwise participants in ?oint or common !nderta=ing and the reationship is p!rey on

principa to principa basis1

i5 $ur6i6al/ The ca!ses of this Agreement that are by their nat!re intended to s!rvive sha so s!rvive the Term of thisAgreement1

?5 Assignment/ Each of the $arties !nderstands and ac=nowedges that each $arty sha not assign or otherwise transfer its

rights or obigations !nder the Agreement, in whoe or in part, witho!t the prior written consent of the other $arty1 3owever, the

&ompany may at any time assign or transfer a or any part of its rights or obigations arising !nder or in connection with this

Agreement to any of its affiiate entities witho!t re>!iring the prior written consent of the Merchant1

@5 +ntire Agreement/ This Agreement contains the entire Agreement of the parties with respect to the s!b?ect matter of this

Agreement and s!persedes a previo!s comm!nications, representations, !nderstandings and Agreements, either ora or

written, between the parties with respect to said s!b?ect matter1

A**+-.+ )! $+.V%+ .+. 4.M

15 $er6ices to 9e pro6ided 9y the %ompany/! Merchant sha be provided with (a) the right to dispay, offer and se itsprod!cts and services to c!stomers, (b) !se payment faciitation services for receiving consideration for prod!cts and services

sod on the #ebsite of the &ompany, and (c) an option to chat with the c!stomers directy1

25 Products"$er6ices to 9e pro6ided 9y the Merchant

Merchant sha provide the foowing prod!cts:

;!rther Merchant sha be soey responsibe for the ogistics of its prod!cts8services to the c!stomers

35 9ligations of the Merchant

a1 Merchant sha provide the re>!isite cataog and acc!ratey describe the condition, si!aity, aong with images, foreach prod!ct in the cataog!e1

b1 A orders sha be accompanied by a vaid invoice !nder Merchants ega incorporated name in accordance with the stat!tory

re>!irement and r!es and reg!ations governing the Merchant2s b!siness1

c1 The Merchant sha provide tr!e, acc!rate and compete information so re>!ired to compete the sign !p process1

d1 The Merchant sha at a times ens!re transparency with respect to price, >!antity and the >!aity of the prod!cts and services

provided by the Merchant1 Merchant sha !pdate the inventory and price information of their prod!cts on the #ebsite to ens!re

that the information dispayed on the #ebsite is acc!rate at a times1

e1 Merchant sha provide to the c!stomers a the warranties8g!arantees pertaining to the prod!ct sod by the Merchant on the

#ebsite1

f1 Merchant sha be soey responsibe for proper tamper proof and damage proof pac=ing of the prod!cts1

g1 Merchant sha not cross promote its prod!cts, services, offers, pac=ages, etc to the c!stomer directy, indirecty and thro!gh

dispatches made to the c!stomer1

h1 Merchant sha ens!re that the prices for the prod!cts and services, so offered on the #ebsite are same or ower than those

p!bished for the Merchant2s prod!cts on its own website or other websites of the Merchant or its affiiates and8or partners,

wherein the Merchant is offering its prod!cts8services on same terms as agreed in this Agreement1

i1 Merchant sha dispatch prod!cts8services within the T!rn Aro!ndTime (TAT) specified by the Merchant in the prod!ct isting1 .f

no TATwas specified, the Merchant sha dispatch the prod!cts8serviceswithin wor=ing days (Defa!t TAT)1


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?1 Merchant sha accept any ret!rn of Merchants prod!cts in case an incorrect or damaged prod!ct is sent to the c!stomer or

incase the c!stomer wishes to avai the "' days ret!rn poicy", specified on the #ebsite at the 74% http/""!ested by the c!stomer, exchange the

prod!ct or ref!nd the money bac= as desired by the &!stomer1

$cenario )! Prepaid rder/ The Merchant, on being intimated by the &ompany of a ret!rn, sha within -B ho!rs of s!ch

intimation get the prod!ct pic=ed !p from the c!stomer1 The Merchant sha, as re>!ested by the c!stomer, exchange the

prod!ct1 .n case of a ref!nd re>!est by the c!stomer, the &ompany sha ref!nd the money bac= to the c!stomer thro!gh the

onine mode1 .n +cenario A as we as +cenario 5 above, once a c!stomer orders a prod!ct on the #ebsite as isted by or on

behaf of the Merchant, the &ompany sha be entited to be paid the agreed commission and charges, if any1 Any iss!es i=e the

prod!ct not being in stoc=, the prod!ct being defective or non6deivery of prod!ct etc sha not pre?!dice the right of the &ompany

to be paid the agreed commission and charges, if any1

#5 %onsideration

The consideration payabe to the &ompany sha be as foows:6

a1 Merchant sha pay the &ompany commission according to the &ommission +ched!e p!bished on Trad!s &onnect1

This commission is payabe on the sae of the Merchant2s prod!ct1

b1 Merchant sha receive the payment from the &ompany for the prod!cts and services sod on the #ebsite after ded!cting the

commission and other charges payabe to &ompany1 Merchant sha be paid by the &ompany ony after the &ompany2s

c!stomer has confirmed the receipt of the Merchant2s to his8her satisfaction1

c1 The &ompany2s commission sha be s!b?ect to withhoding tax as per appicabe aws and Merchant sha provide TD+

certificates to the &ompany for the TD+ ded!cted1 Merchant sha bear a taxes as appicabe (inc!ding service tax)1 The agreed

commission and charges, if any, payabe to the &ompany sha be exc!sive of any appicabe tax1

d1 Merchant sha receive payments in wee=y payo!ts1 The payment wi be made by 5an= transfer1 .n certain cases where

the shipping time exceeds the norma shipping time as agreed between the $arties, the &ompany sha ma=e payments to the

Merchant after receiving deivery confirmation from the c!stomer1

e1 The Merchant sha at a times be soey responsibe for payment of the commission to the &ompany in case of any ref!nd

of money which the Merchant or the &ompany has to bear arising o!t or in reation to any act 8omission or commission of the

Merchant1

C$pecific erms if the %ompany is pro6iding ogistics/
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.n case the &ompany provides ogistics to the Merchant, the foowing terms sha appy:6

The &ompany sha be soey responsibe for the ogistics1

Merchant sha bear the reverse ogistic charges in case Merchant provides a wrong prod!ct1

Merchant sha ens!re that the &ompany2s co!rier partner is provided with the prod!cts to be dispatched within 7=!;2

hours of intimation to the Merchant by the &ompany, !ness some other t!rn6aro!nd time is m!t!ay pre6decided by

the two parties1

The Merchant sha ens!re that the prod!cts to be deivered are we pac=ed, damage proof and tamper proof1

The reverse ogistic process sha be as mentioned herein beow:6

$cenario A ! %ash on eli6ery rder/ The Merchant, on being intimated by the &ompany of a ret!rn, sha within 27 hours of

s!ch intimation, provide the repacement prod!ct to the &ompany as per &ompany2s intimation1 .n case the c!stomer so

re>!ires, the &ompany sha ref!nd the amo!nt paid by the c!stomer for the prod!ct bac= to the c!stomer1

$cenario ) ! Prepaid rder/ The Merchant, on being intimated by the &ompany of a ret!rn, sha within 27 hours of s!ch

intimation, provide the repacement prod!ct to the &ompany as per &ompany2s intimation1 .n case the c!stomer so re>!ires,

the &ompany sha ref!nd the amo!nt paid by the c!stomer for the prod!ct bac= to the c!stomer thro!gh the onine mode1

.n +cenario A as we as +cenario 5 above, once a c!stomer orders a prod!ct on the #ebsite as isted by or on behaf of the

Merchant, the &ompany sha be entited to be paid the agreed commission and charges, if any1 Any iss!es i=e the prod!ct not

being in stoc=, the prod!ct being defective or non6deivery of prod!ct etc, sha not pre?!dice the right of the &ompany to be paid

the agreed commission and charges, if any1

$ease 9ote:Agreement to be printed on a stamp paper with 4s 0 denomination1

$ease affix company stamp on a pages of

the agreement1 Agreement to be signed by

a!thorised signatory ony1

+igned C +tamped Agreement to be sent across at the

foowing address ind Attn: +!mit !marTrad!s1com, rd foor,$ear 5!iding, $ot

9o ', +ector -,

/!rgaon '--00'indy ens!re a the foowing reevant doc!ments are !poaded before yo! send o!t the hard

of the agreement:6$A9 (&omp!sory)

FAT (&omp!sory with over

%ac T!rnover) &anceed

&he>!e (&omp!sory)

$roprietorship Decaration (&omp!sory for $roprietorship concerns

not having FAT certificate) Address $roof (&omp!sory)

(284293953) tradus merchant agreement[1]

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