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This E-commerce Merchant/Vendor Agreement (“Agreement”) is made between our Vendor/ Merchant / Trade Partner / Virtual Store owner and company ( hereinafter referred to as “Vendor”) of the First Part; AND
Roots Décor India Private Limited ( www.theroots.in) a company incorporated under the Companies Act, 1956 having its registered office at 319, Iscon Emporio, Nr Star Bazaar, Jodhpur crossroad, Satellite, Ahmedabad 380015, Gujarat, India (hereinafter referred to as “Company”), of the Second Part.
By requesting or accepting vendor application to the Website www.theroots.in and/or utilizing any services of vendor offered by the company, you are accepting and agree to be bound by the current practices and terms described in the www.theroots.in Vendor Agreement.
Whereas vendor is engaged in local trade business by local shop/showroom/manufacture unit of particular products and services as a retailer/wholesaler or manufacturers and is interested and conforming of setting up his/her online store on www.theroots.in and has offered to sell its products and services through the said online store.
Whereaswww.theroots.in is an internet-based marketplace platform portal owned and operated by Roots Decor India Private Limited (company).
The above-referred Vendor and Company are hereinafter collectively referred to as “Parties “and individually as “Party “and company has agreed to create the said online store of Vendor upon the following terms and conditions.
For the purpose of this vendor agreement, '“you”, “your” shall mean any natural or legal person who is accessing the Website, its contents and using the services offered on or through the Website and has agreed to become a vendor member of the Website by providing vendor registration Data while using the vendor control panel systems of the Website and accepted this electronic version / electronic record of the Vendor Agreement and has allocated himself/herself a unique identification vendor name to become vendor registered Use. Further, a reference to “we”, “us”, “our” and “TheRoots” shall mean Roots Decor India Private Limited or www.theroots.in and includes its associates, affiliates, and subsidiary.
The use of the Website is offered to you conditioned on your ‘Acceptance’ of all the terms, conditions and notices contained in this Vendor Agreement. Upon “Acceptance”, this User Agreement shall be effective and binding upon you by effective date and time of Acceptance along with any amendments made by www.theroots.in at its sole discretion and posted on the Website and you shall not claim invalidity of this Vendor Agreement merely on the grounds that this MOU is being concluded electronically. For the aforesaid purposes, 'Acceptance' shall mean your affirmative action in clicking on 'checkbox' and on the 'continue button' as provided on the vendor registration page or any act which reflects your use of the Website as a vendor or the services provided by the Website to you as a vendor or any such other actions that implies your acceptance as a vendor of www.theroots.in . You hereby further agree that this User Agreement is being concluded and executed at Ahmedabad, Gujarat, India.
NOW THIS AGREEMENT WITNESSETH HEREWITH
For the purpose of this Agreement, the following world and phrases shall have the meaning assigned to them under this article.
Company: shall mean www.theroots.in website or Roots Décor India Private Limited and includes its associates, affiliates, and subsidiary.
Customer: shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.
Effective Date: shall mean the date on which this Agreement is executed.
Form: shall mean Form for E-commerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.
Vendor: shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
Online Store: shall mean a virtual electronic store created on the www.theroots.in Shopping online portal for sale of the Vendor’s Products and services either through website of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Customer places an order for the Product of the Vendor..
Order: order shall mean an order for the purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.
Products & Services: shall mean merchandise items and services of the Vendor put up for sale on the Online Store by the Vendor.
Price: means the sale price of a product inclusive of delivery charges and applicable taxes.
www.theroots.in: means an online platform owned and operated by the Company Roots Décor India Private Limited that facilitates the shopping transaction between the Vendor and the Customer.
Theroots.in Market Platform: means the technology solutions on the URL which have been built using the best technology platforms. The Solution is truly robust, scalable and capable of handling transactions and can seamlessly integrate with most vendor partners, Courier partners, and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.
Shipping Charges: shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
Shipment Cost: shall mean the cost and taxes recovered by the Company from the Vendor per order for handling the logistics.
Subscription Fees: shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store for a particular time period.
Offline Direct Trade: shall mean the physical or local trade transaction of products and services directly between customer and vendor without any financial or legal involvement of the company or www.theroots.in market platform.
Vendor Shop Reference: shall mean the local shop/showroom reference to the customer for any product and services he/she required directly from a vendor without any financial or legal involvement of the company or www.theroots.in market platform.
Service charge: shall mean the margin for online trade per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product on online store followed by Form Annexure “A”
Consideration and Payment Terms
Obligations of the Vendor
Warranties, Representations, and Undertakings of the Vendor
The Vendor warrants and represents that
Brand Name & Logo
Vendor is not permitted to include any brand names or company logos in their listings other than the specific brand name authorized by the original manufacturer to be used for products being sold by vendor under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose vendor to legal liability from the original manufacturer.
Further vendor hereby agrees to disclose return policy in detail on his/her online store at www.theroots.in. Vendor accepts and blind by the return of their products according to their return policy to end customer which is discussed by vendor on the platform.
Offline Trade & Shop Reference
www.theroots.in market platform is believed that customer comfort is most important for any valuable buying of material. For that Better support to customer we disclosed all information of vendor (including Name, Address, and Contact number, location map view, etc) at their profile page of online store.
If any customer directly wants to do an offline trade to any vendor for their better buying convenient than platform/company will not responsible for any legal or financial false or misleading transactions.
In such offline trade the complete product and service responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
Vendor agrees and undertakes not to misguide/misleading customer at offline trade by any financial transaction, text, images, graphics, commitment, shipment, (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the customer.
Company reserves the right:
Company not Liable
Term, Termination and effects of Termination
The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.
This Agreement may be terminated by the Company in the event:
Effect of Termination:
In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect. Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
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.
Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties. The arbitration shall be conducted in Ahmadabad accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment for the time being in force. The language of arbitration shall be English. The arbitration shall be held at Ahmadabad, India. The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.
Jurisdiction and Governing law
The obligations, performance, interpretation, and contents shall be governed by Indian law. Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Ahmadabad.
All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.
Intellectual Property Rights
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.
It is expressly agreed and permitted by all vendor that all material of vendors on this site, including images, illustrations, audio clips, and video clips are used by the company for its online and off line promotional and branding activity of www.theroots.in market platform.
www.theroots.in market place site is owned and operated by Roots Decor India Private Limited or The Root's and products and services are sold by our respective Sellers/Vendors/Merchant. All material on this site, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights by so and so parties. Vendor must not copy, reproduce, republish, upload, post, transmit or distribute other vendors material in any way, including by email or other electronic means and whether directly or indirectly and you must not assist any other person to do so. Without the prior written consent of the owner, modification of the materials, use of the materials on any other website or networked computer environment or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which you receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause.
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.
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 for any purpose other than for the performance of its obligations under this Agreement. 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 the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
Vendor will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the theroots.in prior written consent. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by theroots.in In the event www.theroots.in issues any press release without prior approval of the Merchant with regards to this Agreement the same will not be considered as a material breach.
Limitation of liability:
Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party 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 aggrieved party to have been deliberately caused by the other party.
Relationship of Parties
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
Waiver and Amendment
Change in Policy
The Site created and controlled by Roots Décor India Private Limited reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information to the customers or users of the services. Vendors are bound to understand the terms and conditions before accessing to www.theroots.in and using the service provided by company. Vendors continuous use of the site after the revising the terms and conditions will be consider as Merchant acceptance of the said revised terms and conditions.
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.
This Agreement may be executed with Annexure “A, each of which shall be deemed an original and which shall together constitute One Vendor Agreement.