Memorandum of Understanding

 

 This Agreement is made between Radiant International, a firm having its registered office at 115-B, Pocket–12, Jasola Vihar, New Delhi 110025 (hereinafter referred to as “iStylefreak”)

 And

 The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorized signatory and who is legally allowed to do business in India (hereinafter referred to as the "the Vendor/Seller/Supplier").

 

 WHEREAS 

  • The Company operates a website (www.iStylefreak.com) that provides an end-to-end e-enabled platform to conduct sales of merchandise to customers (herein referred to as “customers”).
  • The Company shall act as Vendor’s service provider for providing various services in relation to the sale of its Products and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).
  • The Vendor shall offer its Products to the Company for the purpose of sale by the Vendor on the Portal.
  • The Vendor shall make its final decision on the Products and their quantities to be displayed on the Portal on the basis of such recommendations.
  • The Products offered for sale by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has furnished a no objection certificate (NOC) from the owner/manufacturer of the Products.
  • The Vendor authorizes the Company to, act behalf of the Vendor to provide the following to the customers:
         (i) Information and assistance related to products listed.
         (ii) Information related to the order placed by customer and its status.
        (iii) Providing support for inquiry related to products, orders, complaints etc.
  • The Vendor agrees to fully co-operate with the Company whenever required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through its Suppliers.

 

 NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:

 Services to be provided by iStylefreak:

  • Technology services: iStylefreak offers an E-Commerce technology platform that will allow the Vendor/Seller to register for an online store on iStylefreak.com. By doing this Vendor/Seller can upload and manage their products.
  • Marketing Services: The Company shall advertise / display the Products on the Portal based on the preference and performance of the product. The costs of such advertisement shall be borne by, as mutually agreed.
  • Payment Services: Customers can make payments for their orders at iStylefreak.com using payment options including credit card, debit card, net banking, as well as COD (cash on delivery).

 Obligations of the Vendors

  • The Vendor shall agree, accept and be bound by iStylefreak Privacy Policy, Terms of Use, Policies and Rules, and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to the Vendor or are displayed on the website “iStylefreak.com” from time to time and are updated from time to time, which are incorporated herein by reference.
  • The Vendor shall create an online catalogue of products and upload product listings in their online store at iStylefreak.com. The Vendor acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Vendor shall create, acquire and upload legitimate and accurate catalogue data. Catalogues can also be sent to iStylefreak.com for bulk uploading.
  • The Vendor 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 Vendor is genuine and new and is not old/used one or a counterfeit product.
  • The Vendor shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India or outside India by the Vendor. The Vendor 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 Vendor alone and iStylefreak shall not be liable for the same in any manner whatsoever. The Vendor agrees to keep iStylefreak harmless and indemnified in this regard.
  • The Vendor shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). iStylefreak shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep iStylefreak harmless and indemnified in this regard.
  • The Vendor shall dispatch the sold product(s) within 48 hours after the order has been received.
  • The Vendor shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. iStylefreak shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep iStylefreak harmless and indemnified in this regard.
  • All statutory liabilities relating to the sale of the product shall be responsibility of the Vendor. iStylefreak shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep iStylefreak 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. iStylefreak shall not be liable for the same in any manner whatsoever and the Vendor agrees to keep iStylefreak harmless and indemnified in this regard.
  • The Vendor shall ensure that the product pricing on IStylefreak.com will be same or less as available on any other site on the internet including Vendor's own site.
  • The Vendor agrees to be bound by the iStylefreak Return Policy to accept the items returned by customers.
  • The Vendor agrees to bear the cost of reverse shipping for the items sold as Cash on Delivery/Prepaid if in case customer receives the damaged product.
  • The Vendor agrees to respond to RTO Orders within 48 hours. All the RTO order will be send directly back to seller/vendor. A mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48 hours to iStylefreak Vendor Support.
  • The Vendor/Seller agrees to bear the penalty of 10% of the product/order Value for any damaged/mismatched/wrong/different product received by the customer.
  • The Vendor agrees to pay 10% Penalty if the Vendor is unable to fulfil the order.
  • The Vendor agrees that all payments by iStylefreak to the Vendor shall be made weekly against the invoice raised to company for the shipped orders. Payments for any RTO orders will not be made as the RTO order will be delivered back to seller/vendor warehouse.

 

 III. Representation & Warranties of the Vendor

The Vendor hereby represents and warrants that:

  • it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
  • its execution, delivery and performance of this Agreement, and iStylefreak 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 iStylefreak.
  • it has necessary legal rights to publish the products, pictures, data and other details published by the Vendor on IStylefreak.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 IStylefreak.com which may result in a third party claim against iStylefreak or its directors, members, officers and employees or other Vendors/vendors.

 Indemnity

The Vendor agrees to defend and hold iStylefreak and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Vendor of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of iStylefreak as available on IStylefreak.com. In the event of any third party claim in relation to the products being traded by the Vendor on IStylefreak.com which is caused due to default of the Vendor, the Vendor shall, on demand, pay liquidated damages of INR 500,000 or the total value of the claim made and legal expenses incurred by iStylefreak in defending such claim, whichever is higher.

In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, iStylefreak shall be entitled to provide all details of the products, Vendor, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi-judicial authorities and Vendor shall be under an obligation to ensure that iStylefreak is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve iStylefreak from any liability of any nature whatsoever, either present or anticipated.

 Termination

Without prejudice 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 OTHER PARTY.

 Governing Law and Jurisdiction

This MOU shall be governed by and construed in accordance with the law of India and the parties hereto submit to the exclusive jurisdiction of the courts at New Delhi, India.

 Assignment

Vendor shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of iStylefreak.

 Electronic Execution

This MOU is being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at Delhi.

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