Gaon Se Gaon Partnership Agreement

E-COMMERCE TRADING AGREEMENT

 

This E-Commerce Trading Agreement (the “Agreement”) is entered into between gaonsegaon.com owned by Rajivihaan Group of companies , enabling e-commerce as of one their services   (the “Company”) and you (the “Strategic Partner”).

RECITALS

 I.              The Company has a Web site that is focused on the dissemination of information, posting electronic content, and enabling e-commerce applications and services. Target domains:  http://www.gaonsegaon.com (the “Site”)

II.             Strategic Partner is interested in working with the Company in marketing and e-commerce arrangements.

III.            Certain initially capitalized terms are defined in Exhibit 1.

Therefore, the parties agree as follows:

1.         Promotion of Strategic Partner’s Products.

(a)       Strategic Partner grants to the Company a non-exclusive right to promote Strategic Partner’s Products during the term of this Agreement.

(b)       Once this Agreement has been accepted by both parties, Company will open or allow the Strategic Partner to open a fully functional e-shop and/or e-listing of their products for Strategic Partner on the Site.

(c)        The Company shall promote the Products in the manner determined appropriate by the Company, which may include links to Strategic Partner’s Products on the Site, links to Strategic Partner’s web sites, framing over various pages of Strategic Partner’s web sites, or through mutual development of co-branded web pages. All sales of Products will be effected through Company’s billing, server and computer systems, in an arrangement to be mutually agreed upon by the Company and the Strategic Partner or as per billing policy and process described by the Company on its Site, unless otherwise provided for in Exhibit 1.

(d)       Strategic Partner agrees to provide all customer service and support for the Products with reasonable responsiveness and turn-around times as committed on the e-shop or e-listing by the Strategic Partner. Strategic Partner clearly understands, agrees, and accepts that the Company Customers are in reality and effectively direct customers and direct buyers of the Products sold by the Strategic Partner through the Site. All Products Warranties. Guaranties, Services, Commitments, and Obligations as stated by the Strategic Partner on the Site will need to be fulfilled and delivered by the Strategic Partner directly to the Company Customers. Nothing in this Agreement will constitute any obligation from the Company Customers on the Company for the Products listed and/or sold by the Strategic Partner through the Site.

(e)       The Company agrees to provide all customer service and support for the Site with reasonable responsiveness and turn-around times.

(f)        Strategic Partner will reasonably cooperate with the Company to effect the items contemplated above.

2.         Term.

            The initial term of this Agreement shall be one (1) year from the date hereof. Thereafter this Agreement will renew automatically for additional terms of one (1) year unless either party shall be given a written notice at least 30 days prior to any such renewal that the Agreement shall not so renew.

3.         Compensation.

(a)       Strategic Partner will pay the Company a commission on Products listed on the Site and/or sold to Company Customers, in the amount set forth in Exhibit 2.

(b)       Payments for the sales revenue owed by the Company to Strategic Partner for all Products sold to Company Customers shall be sent for payment on the Friday every week for those goods for which deliveries of products are confirmed to have been received in good condition by the customers on or before Friday of the previous week.  Payment of any deliveries of products confirmed to have been received in good condition by the customers after Friday of a given week shall be sent for payment on the Friday of the next week. If Friday is a bank holiday, then the payment will be sent on the next working day of banks.  

(c)       In case the Strategic Partner does not make timely payments for the commission on Products listed and/or sold to Company Customers, then the Strategic Partner agrees that the Company has right to settle those commissions from payment of sales revenues owed by the Company to the Strategic Partner, and pursue necessary legal remedies if required. The Strategic Partner further agrees that in case of non-payment or non-settlement of commissions, the Company has sole and unequivocal rights to remove listing of the Products and/or e-Shop of the Strategic Partner from the Site without any prior notice, and/or terminate the agreement.

4.         Strategic Partner Products .

(a)       Strategic Partner commits and guarantees that all Products listed and/or sold by them through the Site will be new, original as per stated specifications, and in good working condition. Strategic Partner clearly understands that he is not permitted to list and/or sell old or used Products through the Site, and that listing and/or sale of old or used Products by the Strategic Partner through the Site will result in non-payment of sales revenues for those items, and delisting of Products without prior notice.

(b)       Strategic Partner shall provide to the Company articles, advice, tips, or FAQ’s useful for the Company in connection with promoting the Products, and upload the same on the “Site”.  This information shall be provided by the Strategic Partner  in electronic files.

(c)        Strategic Partner shall assist the Company in connection with any revisions to the information related to Products of the Strategic Partner  for posting on the Site, and shall post the information on the Site.

(d)       Strategic Partner represents that it has all the necessary rights to selling the Strategic Partner Products, and , that the Products being offered to sell  do not infringe or violate any third party’s rights, that  the information on the product is accurate, complete and up-to-date, and that  the sale of the Product does not violate any law or regulation.

(e)       Strategic Partner grants to the Company during the term of this Agreement a worldwide, non-exclusive, royalty free license to publicly publish and distribute, in electronic form, any information provided by or posted by the Strategic Partner on the Site. .

(f)        Strategic Partner can display unlimited number of Products on the Site. However, one Product cannot be displayed more than once at any given point of time.  

5. Strategic Partner Roles and Responsibilities

(a)       Strategic Partner is contractually bound to fulfill the contractual responsibility of delivering the Products ordered by Company Customers through the Site, to customer premises in good and new condition as per description and specifications stated by the Strategic Partner.

(b)       In case the Products delivered are not new or not in good condition, or not as per description and specifications stated by the Strategic Partner on the Site, or if the Products delivered are not accepted by the Company Customer, and if the Company Customer raises a Guarantee Claim within defined time lines, then the Strategic Partner is contractually bound to make good the delivery of the Products as per specifications by replacement or by refund in full to the Company Customer including cost of reshipment if any. The Strategic Partner either needs to arrange for such reshipment of the faulty goods  back to him at his own cost and responsibility, or any costs incurred by the Company Customer for such reshipment of the faulty goods will be borne/paid or reimbursed by the Strategic Partner in full. In case of any dispute related to such reshipment costs, Strategic Partner agrees that the Company has a right to settle such reshipment costs from the sales revenue due to the Strategic Partner.

(c)      In rare cases if the Company Customer and the Company permit the Strategic Partner to default and not to deliver the Product against a confirmed order,  then the Final Sales Fees and Payment Gateway Fees for that specific Product as listed in Exhibit 2 will still be borne in full by the Strategic Partner

(d)       Strategic Partner is contractually bound to fulfill the contractual responsibility of delivering and meeting all warranties and    guaranties, and service commitments and obligations for the Products as stated by them on the Site.

(e)       Strategic Partner is responsible for listing all the prices of  the Products as inclusive of all taxes and duties as applicable at the time of listing, selling and delivering the Products. Freight maybe quoted separately depending upon location, however for purposes of calculating Gross Product Value, the applicable freight will be added to the Product Listed Price as the price to be paid by Customer.

(f)       Strategic Partner fully understands and agrees that for sales made through this Site,  it is solely and wholly responsible for paying all duties and taxes in a timely manner to the relevant authorities and the Government as per applicable rules and laws. Any default in this regard will solely be the responsibility of the Strategic Partner, and may lead to immediate Termination of this Agreement and de-listing of the Products and or e-Shop of the Strategic Partner without any prior notice.

(g)     Strategic Partner fully understands, agrees, and commits that during the Term of this Agreement , it will abide by all the laws, rules, and policies of the local governing bodies, municipal corporations, district authorities, state government, and the country as applicable to bodies/companies/organizations conducting business in the country. Any default in this regard will lead to immediate Termination of this Agreement and de-listing of the Products and or e-Shop of the Strategic Partner without any prior notice.

6.         Intellectual Property Rights.

Neither party will acquire any ownership interest in each other’s intellectual property. All names and other information concerning a Company Customer shall be deemed  owned solely by the Company and the Strategic Partner cannot use  such names and information apart from conducting e-commerce transactions on the Site. . With the approval of the Strategic Partner (which approval shall not be unreasonably withheld or delayed), Company shall have the right to place the Strategic Partner’s logo, trade name and trademark on the Site as a means to identify the Strategic Partner and to otherwise use such items in connection with the purposes of this Agreement. The Company shall follow all reasonable directions from the Strategic Partner concerning the protection under applicable laws of such logo, trade name and trademark.

 

7.         Confidential Information.

(a)       Each party acknowledges and agrees that any Confidential Information received from the other party will be the sole and exclusive property of the other party and may not be used or disclosed except as necessary to perform the obligations required under this Agreement.

(b)       Upon termination of this Agreement, each party shall promptly return all information, documents, manuals and other materials belonging to the other party except as otherwise provided in this Agreement.

8.         Promotional Materials/Press Releases.

Each party shall submit to the other for approval (which approval shall not be unreasonably withheld or delayed), marketing, advertising, press releases, and other promotional materials related to this Agreement, provided, however, that each party shall be permitted to disclose the existence of this Agreement and the nature of the relationship without the consent of the other.

9.         Limitation of Liability.

(a)       UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE PRODUCTS OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

(b)       The Company agrees not to store Company Customers’ credit card information. Storage of Company Customers’ credit card, debit card, or any other payment instrument information shall be handled by the Company’s payment processor and secure payment gateway provider: xyz 

(c)       The Company declines all responsibility in case of credit card, debit card, or any other payment instrument fraud and any type of credit, debit, or payment fraud. The Company operates the Site in accordance with the rules set by its payment processor, xyz for payment transactions.   

(d)       The Strategic Partner shall bear collection risk (including, without limitation, credit card, debit card, or any other payment instrument fraud and any other type of credit, debit, or payment fraud) with respect to sales of their own Products.

(e)       The  Strategic Partner shall bear all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) in respect of sales of the Products.

(f)        The Company has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and Strategic Partner agrees to hold the Company harmless in the event of any claims by customers with respect to problems with the Products. The Strategic Partner hereby represents and warrants to the Company that the Products will not infringe on or violate the Intellectual Property Rights or other rights of any third party and will not contain any content which violates any applicable law, regulation or third party right.

10.      Breach of Contract.

            Failure to comply with this Agreement shall result in the Strategic Partner’s Site-based e-shop and/or e-listing of Products to be closed down without prior notice.

If any content of e-shop and or e-listing of Products breaches or breaks any laws of the country, or is claimed by a Third Party to infringe its Intellectual Property Rights, then the Company has sole rights to remove the e-shop and/or listing of Products without prior notice to the Strategic Partner.

11.      Relationship of Parties.

The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. 

12.      Miscellaneous.

(a)       This agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

(b)       This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto, or by way of electronic acceptance by the Strategic Partner on the Site of the Company. Any modifications and amendments related to sales and payment policies made by the Company and posted on the Site from time to time would   deemed to be understood and  accepted  by the Strategic Partner, unless otherwise objected to by the Strategic Partner vide a specific written notice to the Company. In such cases of objection, the policy amendments posted on the Site will prevail and hold good till the concerns raised by the Strategic Partner are addressed.  

(c)       This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.

(d)      This Agreement will be governed by the policies stated by the Company on its Site, which will be posted on the Site, and maybe modified on the Site from time to time without prior notice to the Strategic Partner, and the Strategic Partner is expected to keep himself updated on the changes to policies as stated by the Company on its Site. By signing this agreement or by conveying electronic acceptance of this agreement on the Site of the Company, the Strategic Partner also agrees to abide by and be governed by the policies of the Company and subsequent modifications of the policies applicable to Strategic Partners as stated on the Site of the Company, unless those policies are in conflict with this agreement.

(e)       This Agreement will be deemed entered into in India  and will be governed by and interpreted in accordance with the laws of India . The parties agree that any dispute arising under this Agreement will be resolved solely in the state or courts of Delhi in Delhi, India  and the parties hereby expressly consent to jurisdiction therein. In the event of any dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ costs from the non-prevailing party.

(f)        The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, confidentiality and warranties and intellectual property shall survive any termination or expiration of this Agreement.

(g)       The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.

13.      Additional Terms.

            Exhibit 1 contains certain additional terms.

14.      Rates of Commission.

            Exhibit 2 contains Rates of Commission.

 

 

EXHIBIT 1

 

Certain Definitions.

The following definitions shall apply to this Agreement.

Site” is defined in Recital A of the Agreement.

Product(s)” means those product(s) and/or service(s) of the Strategic Partners which are promoted or sold as a result of the Company’s efforts.  

“Gross Product Value” will mean the price of the Product as stated by the Strategic Partner on the Site inclusive of all taxes and duties applicable at that time, plus the cost of freight for relevant location as stated by the Strategic Partner on the Site.

Company Customers” means persons who purchase any Products from the Company (the Site) or who are referred to Strategic Partner or its Website(s) by the Company, or customers who originated from the Site and were transported to Strategic Partner’s Web site through a hyperlink from the Site.

Confidential Information” means any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities, including any unannounced product(s) and service(s), any information relating to services, developments, inventions, processes, plans, financial information, forecasts, and projections and the financial terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if:

(i)             it was already known to the receiving party prior to the date of this Agreement as established by documentary evidence;

(ii)            it is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party;

(iii)           it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; or (iv) it is required to be disclosed pursuant to final binding order of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information has been given reasonable notice of the pendency of such an order.

 

 

 

 

 

 

 

 

EXHIBIT 2

Applicable commission rates: (All applicable taxes will be extra. Currently, effective 01st June 2015, the service tax rate is 14%, which will be charged extra on the fees structure mentioned below)

 

1.)    Listing of e-Shop :- (Payable by the Seller immediately on opening of e-Shop on the Site, and at subsequently at the beginning of every month)

Rs. 499/- per month

Opening of e-Shop is an optional and value added service provided by the Company to the Strategic Partners, which provides the benefit of o a specific e-address on the Site listing all their Products at one place, and directing Potential buyers to that e-Shop.

Please refer discounts provided to e-Shop Owners for listing of Products as an additional benefit of owning an e-Shop.

 

2.)    Listing of Products  :- (Becomes due by the Seller on listing of Products. Payable the Seller directly to the Company on monthly basis or total exceeding Rs. 500/- whichever occurs earlier)

30 Days – Rs. 5/- or 0.1% of the Gross Product Value including all taxes and freight, whichever is higher

60 Days – Rs. 8/- or 0.15% of the Product Gross Product Value including all taxes and freight, whichever is higher

90 Days – Rs. 10/- or 0.2% of the Product Gross Product Value including all taxes and freight, whichever is higher

Strategic Partner can list Products without opening an e-Shop, however e-Shop Owners get 50% discount on all the listing fees.

Listing fees waived off for Products listed within 3 months from the date of registration, i.e. signing and acceptance of this Agreement by the Strategic Partner.

 

3.)    Final Sales Fees :- (Payable by the Seller soon as Company Customer makes payment to the Company for order of Products or commits to make COD Payment  for order of Products)

2% of the Gross Product Value including all taxes and freight

Final Sales Fees Waived off for Products Ordered by Company Customers within 3 months from the date of registration, i.e. signing and acceptance of this Agreement  by the Strategic Partner.

 

4.)    Payment Gateway or Payment Processing Fees :-

4% of the Gross Product Value including all taxes and freight

To be deducted and retained by the Company prior to payment of sales revenues for the Products to the Strategic Partner.