iShippo Marketing and Logistics Agreement

iShippo Marketing and Logistics Agreement

I (hereinafter referred to as “Seller”) AND Modee Software Research & Development Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at Building No. 72, 1st Main Road, Lower Palace Orchards, Sadashivanagar, Bangalore - 560080 (hereinafter referred to as “iShippo”, which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns), of the Second Part.

(The Seller and iShippo may be referred to as a ‘Party’ individually and as the ‘Parties’ collectively, as the context may require). 

RECITALS:

iShippo carries on the business inter alia, of sales promotions, marketing, fulfillment services, and collection services. iShippo owns a Website & Mobile App which is an online market place primarily for, but not restricted to, handmade & homemade goods, where users of the Website & Mobile App can place order/(s) on various listed product(s) or services which the Seller will fulfill. iShippo’s role is limited to managing the platform (Website & Mobile App, both defined below) over which the product(s)/services are displayed and other incidental services that are provided to enable the transactions between the Sellers and the Buyers (defined below).

 

The Seller carries on the business inter alia, of (i) manufacturing and selling of the Product(s) (as defined below), and (ii) rendering of the Services (as defined below)

 

Pursuant to discussions between the Parties, the Seller is desirous of: (i) listing [**his/her/its] Product(s) and/or Services on the Website & Mobile App; and (ii) availing the services provided by iShippo to maximize the sale/provision of [**his/her/its] Product(s) and/or Services; based on the terms and conditions set out herein below.

 

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

 

  1. DEFINITIONS:

 

    1. Buyer” shall mean a user of the Mobile App who places an Order on the Seller, listed on the Mobile App for Product(s) and/or Services.

 

    1. Order” shall mean a binding purchase order placed by a Buyer on the Seller through the Website/Mobile App for the supply of Product(s) and/or Services.

 

    1. Website shall mean ‘www.iShippo.com’ and instances of the same.

 

    1. Seller Panel shall mean a uniform resource locator (“URL”) provided by IShippo to Seller with a unique login and password to update the Order status, price and inventory on the Products and/or Services.

 

    1. Product(s)” shall mean which are manufactured, packaged and supplied by the Seller to the Buyers.

 

    1. Services” shall mean which are rendered by the Seller to the Buyer.




  1. ORDER MANAGEMENT:

    1. iShippo reserves the right to select the Product(s) and/or Services to be displayed on its Website & Mobile App. iShippo also reserves the right to determine the Sellers who may sell the Product(s) and/or render the Services on the Website & Mobile App.

 

    1. iShippo shall receive Orders for the Product(s) and/or Services displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website/Mobile App, marketing and distribution channel to the Seller. In the event payments are collected by iShippo on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.

 

    1. iShippo shall, on a best effort basis, provide for display/sale/promotion of the Product(s) and/or Services, on “as is” basis, on the Website & Mobile App.

 

    1. iShippo shall, from time to time and based on the mutual agreement of the Parties, provide the necessary backend infrastructure, like Online Helpdesk and order management system, for capturing the Buyer/Order details placed for the Product(s) and/or Services. Orders placed by Buyer will be forwarded to the Seller and the Seller will package and supply the Product(s) to the Buyer and/or render the Services to the Buyer, as the case may be, iShippo will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Seller Panel” or through a “Seller App” and packaging guidelines shall be sent to the registered e-mail of the Seller. The Seller shall provide content & images  of its Product(s) and/or Services to be displayed on the Mobile App & Website. The Seller will update the dispatch details on the Seller App provided by iShippo or any other mode as may be notified by iShippo from time to time.

 

    1. ORDER FOR PRODUCTS: On receipt of the Order for Product(s), Seller will make the Product(s) ready for dispatch along with corresponding invoices in favour of the Buyer within the stipulated number of days. In case of delay, iShippo will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the Product(s) ready for dispatch to Buyer within the period as stipulated above, iShippo will be nonetheless be entitled to the marketing fee on the Product(s) as agreed to in this IMLA . It is hereby agreed by the Parties that the Seller shall package and dispatch the Product(s) strictly as per the mandate and/or any guidelines given by iShippo from time to time.

 

    1. ORDER FOR SERVICES: On receipt of an Order for Services, unless otherwise stated in the description of the Services (on the Website or Mobile App), the Seller will render the requested Services within ……..working days. In case of a delay, the Seller undertakes to forthwith inform iShippo about the same, along with the expected time of rendering, so as to ensure that the Buyer is duly informed about such delay. In case Seller fails to render the Services within the period as stipulated above, iShippo will be nonetheless be entitled to the marketing fee on the Services as agreed to in this IMLA.

 

    1. For sales generated through the iShippo platform the seller will not conduct business with buyer bypassing the platform.

 

    1. It is hereby agreed by the Parties that the Website/Mobile App will list out only those Product(s) and/or Services which are available for supply/rendering. Accordingly, the Seller shall provide the details of stock/inventory/current offers (as applicable) of all Product(s), on a regular basis, in the electronic/other form prescribed by iShippo, from time to time. Further, in the event the Seller discontinues the rendering of a product or Service, it shall forthwith inform iShippo of the same.

    2. The Seller agrees and undertakes that the Product(s) to be manufactured and packaged by the Seller, in accordance with the terms hereof, shall be accompanied with instruction manuals (if any) and all other relevant documents as required under applicable law.

 

    1. The Seller shall be responsible for compliance with all applicable law, statutory rules, regulations and guidelines including but not limited to the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011.

 

  1. FINANCIAL TERMS:

    1. The Seller agrees and acknowledges that it will pay the marketing fees  and payment collection fees as mentioned in standard format attached herewith in Annexure 1 for all the Orders received through iShippo.

 

    1. The Seller shall quote the best, lowest and competitive prices (inclusive of all applicable taxes) of the Product(s) and/or Services to be displayed on the Website. The Seller will be responsible for payment of all applicable taxes including but not limited to sales tax/VAT and other levies as required on for the sale/rendering of the Product(s) and/or Services on the Website.  Seller will have the full right to withdraw the Product(s) and/or Services from the Website, by informing iShippo of such withdrawal. All such withdrawals will take effect within 12-24 hours from notification to iShippo. iShippo further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.

 

    1. iShippo shall release the payments made by the Buyers on the following basis, i.e., the Product(s) delivered and/or Services rendered during the period from 1st to 7th, 8th to 15th, 16th to 23rd of every calendar month and from 24th to end of the concerned month. iShippo shall make the payment by way of account payee RTGS/ NEFT/IMPS on the 17th, 25th of same month, and 3rd & 11th of the next month, respectively after deducting iShippo’s service fee as per Annexure 1.

 

  1. CONSUMER RIGHTS AND SUPPYCHAIN:

    1. The risk and title to the Product(s) will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the risk and title to the Product(s) shall be with Seller only. As a large market place, iShippo will extend its services to Sellers by giving mandates to iShippo’s logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. However, any damage to the Product in transit due to mishandling by the logistic partner recommended by iShippo, iShippo will facilitate the recovery from such logistic partner.

 

    1. All orders placed on the Mobile App are covered under “AssurePay 100% Moneyback Guarantee” or Sellers own Refund/Return policy. The said policy protects a Buyer from and against inadequate or non-performance by the Seller.  

 

    1. The Seller hereby agrees to accept all sales return, which are refused/not accepted by the Buyer at the time of delivery. Further, the Seller hereby agrees to forthwith suspend and/or cancel Orders for Product(s) and/or Services when reasonably instructed to do so by iShippo.

 

    1. The Seller will offer standard manufacturers or seller warranty (if applicable) actually associated with the Product(s) and/or Service. However, the Parties agree that repair, replacement will be carried out or a 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage/performance deficiency, within a reasonable timeframe, as the case may be. Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product(s) at the time of dispatch of the Product(s), if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.

 

    1. As a requirement for acceptance by iShippo and for ongoing use of the Website, the Seller shall maintain all required licenses to sell the Product(s) and/or render the Services, including without limitation, all compliances under the Food Safety and Standards Act, 2006 (and the rules and regulations framed thereunder), and make available such licenses for inspection by Buyers and/or iShippo, when requested, failing which iShippo may terminate this IMLA with immediate effect.

       
    2. Product which are banned from shipping are listed in Annexure 3

 

  1. INTELLECTUAL PROPERTY RIGHTS

    1. iShippo will be using all materials provided by the Seller solely in connection with iShippo’s rendering of services.  Seller recognizes and confirms that iShippo has the exclusive right to supervise, allow and reject the contents on the Website and Mobile App and also grants iShippo a royalty-free, non-exclusive, worldwide, right and license to use any and all trademarks and/or proprietary information of the Seller for iShippo's marketing, thereby helping the seller to reach out to a much wider audience.

 

    1. Notwithstanding anything contained herein, in no event shall iShippo be liable for contents and images shared, uploaded or displayed on the Website and/or Mobile App by the Seller regarding its Product(s) and/or Services and all consequent liability therefor will be borne by the Seller only.

 

    1. Seller hereby grants to iShippo the right to display/delist the Product(s) and/or Services (as updated or to be updated by the Seller on the Seller Panel at any and all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Mobile App. Seller represents that it has the necessary rights to grant such permission to iShippo and agrees to indemnify iShippo in respect of any claims, damages, losses etc., arising out of or in connection with violation of this Section 5.3.

 

    1. Except as otherwise agreed to by the Parties, the data of the Buyers will be the exclusive property of iShippo, and the Seller will not use for its own purpose or distribute it in any form or means except for the purpose of giving effect to the terms and conditions of this IMLA  and the Seller shall keep it confidential at all times. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of iShippo’s website or any other information which is treated as confidential by iShippo, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify iShippo against the breach of this  Section 5.4.

 

  1. REPRESENTATIONS AND WARRANTIES:

    1. The Seller hereby represents and warrants to iShippo that:

      1. where the Seller is a legal entity, it is duly organized, validly existing and in good standing under the laws of India and the State in which the Seller’s legal entity is registered;

 

      1. the Seller has all requisite right, power and authority to enter into this IMLA and perform [**his/her/its] obligations hereunder; and

 

      1. the Seller is currently and shall continue to be in compliance with all applicable laws and regulations, including but not limited to the Food Safety and Standards Act, 2006 (and the rules and regulations framed thereunder) and/or such other appropriate legislations pertaining to packaging and labeling.

    1. The Seller further represents and warrants to iShippo that it shall not manufacture and supply Product(s) and/or render Services which:

 

      1. does not correspond with the description as stated in the Website against such Product(s) and/or Service;

 

      1. does not measure up to the corresponding quality standards as mentioned in the Website;

 

      1. is obtained/provided by way of illegal or unlawful means;

 

      1. does not serve the purpose for which the Product(s)/Service are meant as described in the Website.

 

    1. The Parties hereby agree that iShippo shall have the right to forthwith terminate this IMLA in the event of the Seller’s breach of any of the representations and warranties contained in Sections 6.1 and 6.2 above.

 

  1. INDEMNITY AND LIMITATION OF LIABILITY

    1. Seller shall, at all times and to the complete satisfaction of iShippo and without demur, indemnify and hold iShippo harmless from any and all claims, demands, lawful action, suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages incurred by iShippo on account of: (i) any assertion against iShippo by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s Product(s) and/or rendering of the Services;.(ii) any death of or injury to any person, damage to any property or any other damage or loss that results, or is claimed to result, in whole or in part, from any actual or alleged use of the Products and/or Services; (iii) defects, whether latent or otherwise, in the Product(s) and/or Services; (iv) breach of any representations and warranties set out herein; and/or (vi) violation of any applicable law by the Seller in the course of its performance of this IMLA.

 

    1. Further, notwithstanding anything stated herein, neither Party will not be liable for any incidental, consequential, exemplary, penal or like damages (including for loss of profits or business) even if advised of the possibility of the same.

 

    1. Seller hereby declares & confirms that it deals in original, legitimate and genuine quality Product(s) which are either self-manufactured and/or procured from the legitimate channel following all legal and other requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible. The Declaration of Seller is annexed herewith as Annexure 2.

 

  1. MISCELLANEOUS:

    1. Governing Law: This IMLA shall be governed by the laws of India.

 

    1. Dispute Resolution: If any dispute arises between the Parties during the subsistence of this IMLA  or thereafter, in connection with or arising out of this IMLA , the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed will appoint the third presiding arbitrator. Arbitration shall be held at Bangalore, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.



    1. Jurisdiction: Subject to Section 8.2 above, the courts at Bangalore shall have exclusive jurisdiction with respect to any and all disputes in connection with or arising out of this IMLA.

    2. Termination: This IMLA  may be terminated by iShippo or the Seller by giving 30 (thirty) days’ notice in writing. Provided, in the event of a material breach of the terms of this IMLA , iShippo may terminate, this IMLA  at any time, with a prior written notice of 5 (five) days. iShippo, in its sole discretion, may also prohibit the Seller from listing Product(s) and/or Service on the Website and Mobile App and may terminate service to the Seller on account of any inaccuracy, or invalid information provided by the Seller or upon receipt of any Buyer complaints as regards the Product(s) and/or Services. Notwithstanding the cause of termination, each transaction made by a Buyer shall survive such termination and shall continue to be bound by the terms hereof until the obligations thereunder have been completed.

 

    1. Assignment: This IMLA and the rights granted under it may not be assigned or transferred by either Party without the prior written consent of the other Party.

 

    1. Notices: All notices, requests and demands, and other communications required or permitted under this IMLA  shall be in writing and either delivered personally or sent to the official address of the Party set out herein above through recognized courier service or e-mail. A Party may change its address by delivering notice of such change of address to the other Party.

 

    1. Severability: In the event that any provision of this IMLA is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this IMLA will remain in full force and effect and enforceable.

 

    1. Survival: Any terms of this IMLA that would, by their nature, survive the termination of this IMLA will so survive including Section 5, Section 6, Section and Section 8.

 

    1. Terms and Conditions: The terms and conditions of iShippo (hereinafter referred to as “Terms and Conditions” as applicable to this IMLA can be accessed at the Website using the following URL: https://www.ishippo.com/terms-and-conditions. The aforesaid Terms and Conditions are incorporated herein by reference. Accordingly, the Seller hereby undertakes and agrees to comply with the Terms and Conditions and all policies of iShippo as may be applicable to it from time to time and notified and displayed on the Website. It is hereby clarified that in the event of any inconsistency between the provisions of this IMLA, and the Terms and Conditions, the provisions this IMLA shall prevail.

 

IN WITNESS WHEREOF the Parties hereto have entered into this IMLA  the day and year herein above written.

 

Signed and Delivered by the Authorized Representative of Parties to this IMLA :

 


For and on behalf of

Seller:_____________________________

 

For and on behalf of

Modee Software Research & Development Pvt. Ltd.








   

(Authorised Signatory)

 

(Authorised Signatory)

 

 

Annexure 1

 

PART – A

Payment Collection Fees: Seller shall pay 8.0 % referral fee, Rs. 10 closing fee and taxes as applicable to iShippo for each transaction.

PART – B

1. Payment Gateway Fees: Seller shall pay 2.5% payment gateway fee and taxes as applicable to iShippo for each transaction.

PART – C

1. Logistics Fees:  Will be part of the invoice, and will be charged to buyer as per the below mentioned table and will be shown separately as shipping charges in the invoice

Sl. No.

Weight *

Rate in INR

1.

For first 500 grams

Rs. 45/-

2.

For each additional 500 grams

Rs. 35/-

* dead weight or volumetric weight whichever is higher.

Note :

  • In addition to the fees and charges mentioned in Part-A, B and C, Service Tax will be charged extra along with other taxes as applicable.

  • Also prices are subject to change without prior notice, please call and confirm for current charges.

 

  1. Further, in case of return or replacement of Product(s) due to any reason as mentioned in IMLA  or below mention table, Seller shall be liable to pay charges as per the below mention table:

Sl.No.

Particulars

Shipping Charges

Payment Collection Charges

iShippo Service Fees

1.

Direct Shipment Returns – Damaged/Defective/Wrong

Borne by Seller

Borne by Seller

Borne by Seller

2.

Seller related Cancellations

Out of Stock / Cancellation due to delay in shipment beyond 3 days from published dispatch date, etc

NA

Borne by iShippo

Borne by Seller

3.

Replacement in case of point 1

Borne by Seller

NA

NA

4.

Replacement in case of correct Product(s) delivery coz of size, colour related issues

Borne by iShippo

NA

NA

5.

Post-shipment return/Customer non-acceptance (exclusive of point 1)

Borne by Seller

Borne by iShippo

NA

 

  1. In case the order is shipped but it remains undelivered, Seller can claim payment of the money in the event of Product is not returned to the Seller within 20 days of shipment (non-perishable only).

  1. Following details are required from Seller:

  • VAT No. / TIN No.

  • CST No.

  • TAN No. (if applicable)

  • PAN No.

  • Copy of one Cancelled Cheque.

 

 

Annexure 2

 

TO WHOMSOEVER IT MAY CONCERN

 

The Seller hereby declares and confirms that it has the requisite permission to deal in the Product(s) represented through the brands __________________________________________________________________________.

It had procured the authentic, original and genuine Product(s) from legitimate channels and has the right to enter into this IMLA with Modee Software Research and Development Private Limited, allowing it and/or its agents and marketing partners, to arrange the display with an objective to sell and distribute the products to end consumers. The Seller hereby declares and confirms that in the fulfillment of its obligations under this IMLA, it will not infringe any intellectual property rights of iShippo or any other third party.




For SellerDate:

Place:



_____________________________

(Authorised Signatory)







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