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VENDOR AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES

This terms and conditions for onboarding Sellers / Vendors was updated on 1st of June 2018 by ProPMO Services, incorporated as proprietorship company with Maharashtra shop act registration number 1731000311112266 located at Flat 603, Meranti, Lane 5, Nyati Environ, Tingre Nagar, Pune-411015 hereinafter referred to as “ProPMO” which expression shall unless repugnant to the context herein include its successors, administrators and assigns of the “One Part”

And

A partnership firm having its office address and other details furnished during the Vendor signup process duly authorized by partners of ProPMO to enter in to present agreement (hereinafter referred to as “ProPMO”) of Second Part The parties above referred are individually known as “the party”/ “the Vendor” / “ProPMO” as the case may be and collectively referred to as “the parties”;

WHEREAS the Vendor is engaged in the business of providing career development services through Counseling, Mentoring, Coaching, Training, Workshops and so forth.

 AND WHEREAS ProPMO is the owner of E-Commerce Website by the name of www.careerbuddyonline.com wherein various products of different nature are marketed and sold using the electronic medium more particularly through the e-commerce domain.

AND WHEREAS the parties hereto have after mutual discussions have come to an agreement that the products of the Vendor will be marketed by ProPMO Services on their e-commerce store www.careerbuddyonline.com;

AND WHEREAS parties have agreed to reduce their terms in writing

NOW THIS AGREEMENT WITNESSES AS UNDER

  1. Commencement, Term, Renewal

1.1 The date of execution of this agreement shall be the commencement date, and the agreement shall remain valid until the period of one year and if ProPMO does not communicate the discontinuation of the agreement, shall be considered as renewed.

  1. Marketing Tools/Support, Products, Availability of products, etc.

2.1 The Vendor will keep ProPMO informed at all times about the availability of the products or Services in its inventory along with detailed specifications as may be required for the product or services. Order once placed on careerbuddyonline.com by the customer shall have to be honored by the Vendor at all costs.

2.2  ProPMO will at its descretion conduct marketing campaigns on Vendor products / services and Vendor can not demand the marketing services as part of the hosting services.

  1. Fee/Commissions etc

3.1 ProPMO as such shall not charge any fee for providing web space/display on the website however for all such sales that are made/generated using the website www.careerbuddy.com the Vendor shall pay a commission to ProPMO. The details of commissions to be paid product category wise is specified Schedule A to this agreement. The schedule can be amended to modify any rate of commission in respect of any product. Any amendment to such schedule will be communicated to vendors. The said schedule is to be treated as part and parcel of the agreement.

3.2 It is expressly agreed by the parties hereto that ProPMO shall debit the amount of commission from the remittance to Vendor at the time of forwarding the order received from the end customer.

3.3 The parties will endeavor to perform reconciliation of accounts/orders every 30 days. ProPMO shall credit the amount payable to Vendors within one week after reconciliation for previous month. For the record sake, all orders received and completed by end of the month are considered for payouts to vendors after holding back commissions and any other charges/taxes applicable.

  1. Order, Handling, Delivery etc.

4.1 Orders for the product or services shall be received using the website www.careerbuddyonline.com and shall be forwarded to the Vendor by ProPMO via email/Telephone/Fax/Courier.

4.2 The Vendor shall upon receipt of the order from ProPMO immediately arrange to deliver the products or services to the customer as early as possible, but in any case, the delivery shall be made within 15 (FIFTEEN) days or as mutually agreed on timelines between the customer and vendors of the receipt of the Order. In case the Vendor fails to deliver the product or service within the time above, it has to return the amount received back to ProPMO forthwith. No delay in returning the amount is permissible and any delay caused shall be considered a breach of the agreement and be one of the cause for termination of the agreement. The Vendor shall provide to ProPMO the delivery references such as delivery acknowledgment from the customer immediately followed by delivery as proof.

4.3 The Vendor shall ensure that the products or services dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.

4.4 The Vendor agrees to replace the defective products or unsatisfied services delivery supplied to the customer at its own cost and shall not hold ProPMO responsible in any manner whatsoever.

4.5 ProPMO may, at its discretion arrange to lift the defective products or cancel the unsatisfied services, from the customer as per policy on Return/Cancellation/Refund. However, the Vendor will still be liable to replace the defective product or perform services to the satisfaction of the customer. Any charges incurred by ProPMO for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to ProPMO upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from ProPMO will be made. However, ProPMO is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For the avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product and services, damaged product or service, mis sized product or service and any other shortcoming which the customer may point out. The Vendor hereby authorizes ProPMO to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.

  1. Covenants of Vendor

The Vendor hereby covenants with ProPMO as under :

5.1 To deliver the product or service of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of a wrong item being delivered and/or quality issue and/or issue of Nondelivery. Further, the Vendor shall maintain adequate stock/inventory of the items or resources at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by ProPMO, shall intimate to ProPMO at least 2 working days in advance so that notice of OUT OF STOCK for the product or service can be placed on the website.

5.2 Not to send any kind of promotional material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of ProPMO, to the customer either along with the products or services supplied or in any manner whatsoever.

5.3 Not to encourage the customers to place the orders offline to the portal for future orders.

5.4 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.

5.5 The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sell/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

5.6 The Vendor agrees to indemnify and keep indemnified ProPMO from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against ProPMO  due to acts/omission on the part of the Vendor

5.7 To provide to ProPMO, for the purpose of the creation/display on website of ProPMO, the product description, images, disclaimer, delivery timelines, price and such other details for the products to be displayed and offered for sale.

5.8 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further, it will forward the product description and image only for the product which is offered for sale through the website of ProPMO. The Vendor agrees that in case there is a violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to ProPMO

5.9 To provide a full, correct, accurate and true description of the product to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.

5.10 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the portal of ProPMO.

5.11 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned hereinbefore in the agreement.

5.12 Provide information about the Order Status including delivery information, user acknowledgment, Airway Bill Number on a daily basis.

5.13 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.

5.14 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.

5.15 To provide satisfactory proof about the ownership/ licenses of all the legal rights in the Products and services that are offered for sale on the Online Store as and when demanded by ProPMO.

5.16 To pass on the legal title, rights, and ownership in the Products sold to the Customer.

5.17 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise, and services provided by the Vendor. No claim of whatsoever nature will be raised on ProPMO.

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

5.19 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, 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.

5.20 To provide to ProPMO copies of any document required by ProPMO for the performance of its obligations under this agreement within 48 hours of getting a written notice from ProPMO.

5.21 To seek advance written approval from ProPMO, before the release of any promotion/advertisement material, in so far as the same relates to services offered under the terms of this Agreement.

  1. Warranties, Representations, and Undertakings of the Vendor

The Vendor warrants and represents that

6.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with ProPMO and the agreement so executed is binding.

6.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.

6.3 There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;

6.4 That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into a present agreement with ProPMO.

6.5 It shall, at all times ensure compliance with all the requirements applicable to its business and for this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.

6.6 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with ProPMO and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party

6.7 It shall maintain details of all transaction and mark as complete/incomplete as the case may be and shall provide the same to ProPMO upon demand

7) Rights of Firm:

7.1 Vendor agrees and acknowledges that ProPMO, 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 careerbuddyonline.com Shopping Website. In such an event, ProPMO reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.

7.2 Appropriate disclaimers and terms of use on careerbuddyonline.com Shopping portal shall be placed by ProPMO.

7.3 At any time if ProPMO 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 careerbuddyonline.com Shopping, ProPMO 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, 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.

 8 Indemnity

8.1 The Vendor indemnifies and shall hold indemnified ProPMO, its partners, 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, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For this clause reference to ProPMO shall also include the Mobile Operators and such other agencies through whom ProPMO shall make the Online Store available to the Customers.

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

9 Limitation of Liability

9.1 ProPMO by representing Vendor is marketing the products of the Vendor on the shopping portal careerbuddyonline.com to enable Vendor to offer its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the vendor that ProPMO shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, customer 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. The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online shopping portal careerbuddyonline.com (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold ProPMO harmless and indemnified against all such claims and damages. Further, ProPMO shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

9.2 ProPMO under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor 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 Vendor to have been deliberately caused by ProPMO.

10 Termination and effects of Termination

10.1 This Agreement may be terminated by ProPMO forthwith in the event

10.1.1 Vendor fails to make payment of the sum demanded  after it has been served a 15 days of written notice;

10.1.2 Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30

days after written notice given by ProPMO.

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

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

10.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after the expiry of such period.

10.3 Effect of Termination:

10.3.1 In the event of termination/expiry of this Agreement, ProPMO shall remove the Links and shall discontinue display of the Products on online shopping portal careerbuddyonline.com with immediate effect.

10.3.2 Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by the termination of this agreement.

10.3.3 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.

11.0 Jurisdiction, governing law and ex-parte Orders

11.1 This agreement is subject to exclusive jurisdiction of competent Courts of law at Pune and Mumbai only.

11.2 The laws of Republic of India, as are in force, shall apply to present agreement.

11.3 ProPMO is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or terms of intellectual property or causing damage/loss/harm to reputation/goodwill of ProPMO by the Vendor, its representatives, associates or assigns.

  Notices

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

  1. Intellectual Property Rights

13.1 The Vendor expressly authorizes ProPMO to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for reproduction on the website and at such other places as ProPMO may deem necessary. 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.

14 Entire Agreement

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

15 Assignment

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

 16 Confidentiality:

16.1 The contents of the agreement and any information passed on by ProPMO to the Vendor is highly confidential, and the 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 or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose other than for the performance of its obligations under this Agreement. The 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 ProPMO shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and disclosure of the Confidential Information. ProPMO shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

17 Relationship of Parties

17.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. ProPMO shall not be responsible for the acts or omissions of the Vendor and Vendor shall

not represent ProPMO, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of ProPMO.

18 Waiver and Amendment

18.1 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 authorized representative of the waiving Party.

18.2 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.

19 Force Majeure

19.1 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.

Schedule A herein before referred

Details of product category wise commission

Sr No. Category of Products and services Commision in % terms
1.      Counseling services 30%
2.      Mentoring services 30%
3.      Coaching services 30%
4.      Training services 30%
5.      Experiential workshops 30%
   6 All other services 30%
7 All physical products 30%
8 All downloadable software/ content/ multimedia 30%

 Note: There can be exceptions to the commission structure mentioned above and shall be documented per exception and communicated to the relevant parties