E-COMMERCE VENDOR AGREEMENT

This E-Commerce Vendor Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE SERVICE PROVIDER], having registered office at [INSERT THE ADDRESS OF THE SERVICE PROVIDER] (hereinafter referred to as the “Service provider” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE VENDOR],having registered office at [INSERT THE ADDRESS OF THE VENDOR] (hereinafter referred to as the “Vendor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Service Provider” and the “Vendor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Service provider operates a leading e-commerce platform (hereinafter referred to as the “Platform”, “We”, “Us”, “Our”) designed to facilitate online transactions, connecting buyers and sellers for the sale of various products and services.
2. The Vendor is engaged in the production of high-quality products and aims to enhance its market presence by supplying the products to end users or customers through the platform.
3. The Service provider and Vendor mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Vendor” shall refer to an individual or entity engaged in the manufacturing and selling of the products on the platform.
   2. “Platform” refers to e-commerce, which facilitates the marketing and sale of various products and services.
   3. “Services” shall mean marketing services made available through the Platform. The Platform may be used to connect the user with the vendor who will provide services to the user through the Platform.
   4. "Content" means text, graphics, images, music, software, audio, video, information or other materials.
   5. ” Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Service Provider) to the other party (Vendor) in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. If either party materially breaches any provision of this Agreement and fails to cure such breach within [INSERT THE NUMBER OF DAYS AVAILABLE TO CURE THE BREACH] after receiving written notice of the breach from the non-breaching party, the non-breaching party may terminate this Agreement by providing written notice of termination. In such cases, the non-breaching party shall not be liable for any damages resulting from the termination, except as provided in this Agreement.
   3. Service providers may terminate this agreement immediately upon written notice if the vendor becomes insolvent, files for bankruptcy, and ceases to conduct its regular operations.
   4. Upon termination of this agreement, the Vendor shall immediately cease using the Platform provided by the service provider. Vendor shall have no further right to access or use the Platform services.
3. PRODUCT DESCRIPTION
   1. The Vendor shall supply the following products [INSERT THE NAME OF THE PRODUCT, PRICE, QUALITY AND QUANTITY].
4. SCOPE OF SERVICES
   1. The Service provider agrees to provide marketing and selling of Vendor’s products on the platform in accordance with the terms of this agreement.
   2. The Service Provider agrees to provide the following services to the Vendor [INSERT ANY OTHER SPECIFIC SERVICES AGREED TO BE PROVIDED TO THE VENDOR].
5. ACCEPTABLE USE
   1. The Vendor shall use the services provided through the Platform, its affiliates and contracted companies, for lawful purposes only and comply with all applicable laws and regulations while using the Platform.
   2. The Vendor will provide authentic and true information in all instances where such information is requested. We reserve the right to confirm and validate the information and other details provided by the vendor at any point of time. If upon confirmation details provided by the vendor are found not to be true (wholly or partly), we have the right in our sole discretion to reject the registration and debar the vendor from using the Services of our Platform and / or other affiliated Platforms without prior intimation whatsoever.
   3. The vendor is accessing the services available on this Platform and transacting at own sole risk and is using its best and prudent judgment before entering into any dealings through this Platform.
   4. The Vendor agrees not to;
      1. Alter, damage or delete any Content or other communications that are not related to vendor’s own Content or to otherwise interfere with the ability of others to access our Platform;
      2. Claim a relationship with or to speak for any business, association, institution or other organization for which the vendor is not authorized to claim such a relationship;
      3. Violate any operating rule, policy or guideline of our Internet access provider or online service.
      4. The Service provider reserves the right to charge the vendor for the services in near future if there is a significant change in our business model or platform. Service provider shall inform the vendor about any such change by amending our User Agreement. You agree that Company reserves the sole right to change its business model and charge for the services being provided herein.
6. SELLING
   1. Vendor shall be solely responsible for all contractual and commercial terms including but not limited to pricing, shipping, return costs, payment methods and terms, delivery dates, after sale services provided to the customer. The Platform does not have any control or influence and shall not be held responsible for any of these contractual terms.
   2. The Platform does not accept any liability for any errors in commissions or products offered by the vendor on the Platform. It is not responsible for any breach of non-performance between vendor and customers or any third-parties.
7. OWNERSHIP
   1. All right, title, and interest in and to the Platform (excluding postings/content provided by the users) is and will remain the exclusive property of our Platform and its licensors. The Platform is protected by copyright, trademark, and other applicable laws. Nothing in these Terms gives vendor a right to use the name of the Platform or Platform’s trademark or logo, or any other trademarks, logos, domain names, or other distinctive brand features relating to the Platform or located on the Platform.
8. PRICING AND PAYMENT
   1. The vendor shall determine the price of the listed products on the platform and reserves the right to modify the prices at its own discretion. Any price changes will be clearly communicated to the service provider.
   2. The Platform shall collect payments from the customers on behalf of the Vendor. Once the Payment is collected, the Platform shall deduct its commission as agreed upon along with any applicable taxes and the remaining will be remitted to the vendor.
   3. The Platform shall not be held responsible for any instances of non-receipt, non-payment-non-delivery, breach of representations and warranties or fraud of the listed products on the platform because platform’s payment facility does not provide a basis for such liability.
   4. The Platforms will provide a detailed statement of accounts relating to sales, refunds, returns, net payable amount to the vendor for each remittance cycle and reserves the right to audit the vendor’s pricing and financial records to ensure compliance with this agreement.
9. REPRESENTATION AND WARRANTIES
   1. Both Service Provider and Vendor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
10. PLATFORM OBLIGATIONS
    1. The Platform agrees to prominently display and accurately represents the Vendor's products/services on the e-commerce platform and shall maintain standards for content quality, ensuring that product descriptions, images, and other relevant information meet agreed-upon guidelines.
    2. The Platform shall provide customer support related to order processing, payment issues, and general inquiries.
    3. The Platform shall implement and maintain reasonable security measures to protect sensitive information, including but not limited to vendor’s data and payment information. The Platform shall handle all data, including personal and transactional information, in compliance with relevant data protection laws.
    4. The Platform shall notify the Vendor of any changes to policies that may impact the vendor's operations on the platform.
    5. The Platform shall ensure compliance with all applicable laws and regulations related to e-commerce operations.
11. VENDOR’S OBLIGATION
    1. The Vendor agrees to provide high-quality products/services that meet the specifications and standards outlined in the agreement.
    2. The Vendor agrees to provide accurate and detailed descriptions of products/services for listing on the e-commerce platform and shall promptly update the platform regarding product availability and inform buyers of any changes.
    3. The Vendor shall fulfill accepted orders promptly and within the agreed-upon timeframes. The Vendor is responsible for timely and accurate shipping, including providing tracking information to the platform and buyers.
    4. The Vendor shall comply with the e-commerce platform's return and refund policies. In the event of a return, the Vendor agrees to promptly process refunds according to the platform's policies.
    5. The Vendor agrees to maintain open communication with the e-commerce platform, promptly responding to inquiries and notifications and agrees to handle customer inquiries and issues promptly and professionally.
    6. The Vendor agrees to adhere to all policies and guidelines set forth by the e-commerce platform shall comply with all applicable laws and regulations related to the sale of products/services.
12. RELATIONSHIP OF PARTIES
    1. The status of Vendor shall be that of an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties or constitute or be deemed to constitute Vendor as the agent of Service provider for any purpose whatsoever and Vendor shall have no authority or power to bind Service Provider in any manner whatsoever or to assume or incur any obligation or responsibility, express or implied, for or on behalf of, or in the name of Service provider, except as specifically provided for herein.
    2. Vendor shall not list, print or display Service provider name in any manner so as to indicate or imply that there is an employer-employee or a principal-agent relationship between Vendor and service Provider.
13. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
14. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
15. FORCE MAJEURE
    1. No failure or omission by the Platform or the Vendor in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Platform or the Vendor , as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE NAME OF THE COUNTRY WHOSE LAWS WILL BE APPLICABLE].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Service Provider and Vendor
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Service Provider: [INSERT THE EMAIL ID OR/AND ADDRESS OF SERVICE PROVIDER]
       2. If to the Vendor: [INSERT THE EMAIL ID OR/AND ADDRESS OF VENDOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
18. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL BE APPLICABLE] then in force.
19. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be english.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
20. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Service Provider

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF SERVICE PROVIDER]

Signature:

Date: [INSERT THE DATE ON WHICH SERVICE PROVIDER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Vendor

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF VENDOR]

Signature: 

Date: [INSERT THE DATE ON WHICH VENDOR SIGNS THE AGREEMENT]