ThisMemorandum of Understanding (MOU) is made by and between:
Ashoka Marketing Group Near S.B.I HanumanMandir Road Shahabad Markanda Disst:Kurukshetra 136135 Haryana, India owningand operating Amgcart.com(hereinafter referred to as the Amgcart)
Theperson (sole proprietor/company/partnership firm/limited liability partnershipfirm) who is accepting the terms and conditions of this MOU either himself orthrough a duly authorized signatory and who is legally allowed to do businessin India (hereinafter referred to as the "the Merchant")
Amgcart.comand the Merchant are hereinafter individually referred to as Party and collectively as the Parties.
- The Merchant is in the business of selling products in the categories selected as part of this MOU
- Amgcart.com is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfillment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by Amgcart.
- The Merchant, in view of increasing their sales, is desirous of using the services of Amgcart.com for selling their products online through ShiopClues.com and fulfillment & delivery of the order.
- The Parties are desirous of recording the terms and conditions of their MOU for the purposes set out above subject to provisions and conditions set forth herein;
NOWTHEREFORE, in consideration of the foregoing and the promises contained hereinthe Parties, hereto agree as follows:
- Services to be provided by AmgCart:
- Technology services: Amgcart offers an end-to-end E-Commerce technology platform that will allow the Merchant to set-up an online store on Amgcart.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on Amgcart.com through a specific login to be created by Amgcart.com for the Merchant.
- Internet Marketing Services: Amgcart runs intensive internet marketing services for the entire marketplace to drive traffic. Amgcart can also run specific internet marketing programs and traffic acquisition plans for the Merchant for a fee as decided by the Amgcart.com.
- Payment Services: Customers can make payments for their orders at AmgCart using payment options including credit card, debit card, net banking, EMI as well as COD (cash on delivery). AmgCart.com has created a wide network of payment gateways as well as companies handling COD.
- Order Fulfillment:Amgcart shall provide services and shall ensure delivery and completion of the transaction.
- Obligations of the Merchants
- The Merchant shall pay the selling service fee and fulfillment service fee as agreed.
- The Merchant shall create an online catalogue of products and upload product listings in their online store at Amgcart.com. The Merchant acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data.
- The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant is genuine and new and is not old/used one or a counterfeit product.
- The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India by the Merchant. The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and Amgcart shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep Amgcart harmless and indemnified in this regard.
- The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). Amgcart shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Amgcart harmless and indemnified in this regard.
- The Merchant shall deliver the sold products to Amgcart fulfilment team within 72 hours or ship it directly to the customer if the prior approval has been obtained from the AmgCart within 72 hours after the order has been received.
- The Merchant shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties Amgcart shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Amgcart harmless and indemnified in this regard.
- All tax related liabilities and other liabilities including but not limited to sales tax, KYC etc. relating to the sale of the product shall be responsibility of the Merchant. Amgcart shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Amgcart harmless and indemnified in this regard.
- Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of restricted nature / require license like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner.Amgcart shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Amgcart harmless and indemnified in this regard.
- The Merchant shall ensure that the product pricing on AmgCart.com will be same or less as available on any other site on the internet including Merchant's own site.
- The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Merchant further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different from listing description.
- The Merchant agrees to be bound by the Amgcart Return Policy to accept the items returned by customers.
- The Merchant agrees to respond to RTO Orders Delivered to You within 48 hours. All the RTO order will be send directly back to you. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48 hours to Amgcart Merchant Support.
- The Merchant agrees to pay the selling service fee if the Merchant is unable to deliver or ship a sold item within SLA or unable to fulfil the order.
- The Merchant acknowledges that all payments by Amgcart to the Merchant shall be after deduction of any money due from the Merchant to AmgCart including selling fees, fulfilment fees, return charges against any other orders, etc.
- Representation & Warranties of the Merchant
TheMerchant hereby represents and warrants that:
- it has the full right, power and authority to enter into this Agreement and perform its obligations here under;
- its execution, delivery and performance of this Agreement, and Amgcart exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound;
- it will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the Amgcart.
- it has necessary legal rights to publish the products, pictures, data and other details published by the Merchant on Shopclues.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on Amgcart.com which may result in a third party claim against Amgcart or its directors, members, officers and employees or other merchants/vendors.
TheMerchant agrees to defend and hold AmgCart and its affiliated and relatedentities, and any of their officers,directors, agents and employees harmless from and indemnified against anyclaims, lawsuits, penalties and damages arising out of any breach by Merchantof this MOU or the representations and warranties contained in this MOU or ofany terms and conditions and/or policies of AmgCart as available on AmgCart.com.In the event of any third party claim in relation to the products being tradedby the Merchant on AmgCart.com which is caused due to default of the Merchant,the Merchant shall, on demand, pay liquidated damages of INR 500,000 or thetotal value of the claim made and legal expenses incurred by AmgCart indefending such claim, whichever is higher ('Merchant LD'). The Merchant LD shall be in addition to and not in derogationof any other rights and remedies that AmgCart may have under law, this MOU orequity.
Inthe event of a third party claim, specifically in relation to infringement ofintellectual property rights of such third party, AmgCart shall be entitled toprovide all details of the products, Merchant, sales completed or pending,deliveries made as may be required by such third party or mandated by an orderor judgment of any court or other judicial or quasi judicial authorities andMerchant shall be under an obligation to ensure that AmgCart is not a made aparty to any such third party claims as described herein and shall promptly andunilaterally take adequate steps to absolve AmgCart from any liability of anynature whatsoever, either present or anticipated.
Merchantacknowledges and agrees that AmgCart may at its sole discretion hold, suspendor debit an amount from Merchant's payment as compensation, in the eventMerchant has been found to be in breach of its obligations or warranties underthis MoU or it has been alleged by a third party that the Merchant is in breachof policies of AmgCart.com. Merchant acknowledges that the aforesaid remediesshall be addition to the right of AmgCart to terminate this MoU forthwithwithout any notice to Merchant
Withoutprejudice to any other remedies BOTH PARTIES shall have the right, at any time,to terminate this MOU forthwith, by giving a notice in writing to the OTHERPARTY.
- Governing Law and Jurisdiction
ThisMOU shall be governed by and construed in accordance with the law of India andthe parties hereto submit to the exclusive jurisdiction of the courts atKURUKESHTRA, India.
- Electronic Execution
ThisMOU is being executed electronically and each Party recognizes that the same isvalidly executed under the Information Technology Act, 2000 and shall form abinding agreement between the Parties and no Party shall claim invalidity ofthis MOU merely on the grounds that this MOU is being executed electronically.For the aforementioned purposes, the Parties hereby agree that this MOU isbeing concluded and executed SHAHBAD,
Merchantshall not be entitled to assigns its rights and obligations under this MOUwithout prior written consent of Amgcart.
Agreement Signed By: SALLER
Agreement Signed on: 31-Jul-2015 14:42 PM
ASHOKA MARKETING GROUP