Service Agreement
This Seller Services Agreement is executed by and between:
  1. ANS DIGITAL PRIVATE LIMITED,a company incorporated under the Companies Act, 2013, having its registered office at B1/E-13, FIRST FLOOR, MOHAN COOPERATIVE INDUSTRIAL ESTATE, MATHURA ROAD, NEW DELHI -110044, INDIA (hereinafter referred to as “Company”).
    AND
  2. The entity which may be a corporation / company having its registered name and address duly incorporated under the provisions of the Companies Act, 2013 and is compliant with the applicable laws of India (hereinafter referred to as “Seller”);
WHEREAS:
  1. The Company is engaged in the business of, inter-alia providing end to end electronic commerce solutions, web store design & brand management, interactive digital marketing services and solutions, market-place management across third party portals, warehousing, fulfillment and logistics, imaging and catalog management, advanced customer relationship management, analytics, and order management.
  2. The Seller is engaged in the business of selling products online and is keen on utilizing the Company’s website or platform to create its own storefront or website on which products are listed for sale;
  3. The Seller wishes to utilize Services (defined herein below) of the Company.
  4. The Company is agreeable to provide its Services to the Company subject to and in the manner set out in this Agreement
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
  1. DEFINITION AND INTERPRETATION
    1. DEFINITIONS
      In this Agreement, unless inconsistent with the context or otherwise specified, the following words and expressions shall have the following meanings:
      1. “Agreement”means this Seller Services Agreement together with the annexure(s) and schedules attached hereto, as the same may be amended, supplemented or modified, from time to time, in accordance with the provisions hereof.
      2. “Days” means calendar days.
      3. “Force Majeure Event” means any unforeseeable act or event that prevents the Company from performing its obligations under this Agreement or complying with any conditions required by the Company under this Agreement if such act or event is beyond the reasonable control of the Company.
      4. “Law” means any law, rule, regulation, ordinance, order, code, treaty, judgement, decree, injunction, permit or decision of any central, state, or local government, authority, agency, court or other body having jurisdiction over the matter in question, as in effect, from time to time.
      5. “Parties” means collectively the Company and the Seller, and “Party” and shall mean any of them.
      6. “Services”means services to be provided by the Company to the Seller in relation to creating and operating online stores on the Flipshop Platform as described in greater detail in Schedule I hereto and the Terms of Use (“ToUs”) accepted by the Seller on the Platform. .
    2. INTERPRETATIONS
      Unless the context of this Agreement otherwise requires:
      1. any term not defined in Clause 1.1, but defined elsewhere in the Agreement shall have the same meaning throughout the Agreement;
      2. any reference to any statute or statutory provision shall include:
        all subordinate legislation made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated);
        such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the date of this Agreement) and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as from time to time amended, modified, re-enacted or consolidated), which the provision referred to has directly or indirectly replaced;
      3. reference to any Party under this Agreement shall also include its successors and permitted assigns;
      4. heading to Clauses and paragraphs are for information only, and shall not form part of the operative provisions of this Agreement and be ignored in construing the same;
      5. references to Clauses and schedules are to Clauses and schedules to this Agreement. All of these form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the recital, Clauses and schedules;
      6. unless the contrary is expressly stated, no Clause in this Agreement limits the extent or application of another Clause;
      7. any reference to books, files, records or other information or any of them means books, files, records or other information or any of them in any form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm;
      8. “in writing” includes any communication made by letter or fax or e-mail
      9. the words “include”, “including”, “inter alia” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;
      10. any reference to a document in agreed form is to a document in a form agreed between the Parties hereto;
      11. the words “directly or indirectly” mean directly or indirectly through one or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” shall have the correlative meanings;
      12. the expression “this Clause” shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (not merely the sub-clause, paragraph or other provision) in which the expression occurs;
      13. the terms ‘hereof’, ’herein’, ’hereby’, ’hereto’ and derivative or similar words, unless followed by a reference to a specific provision of the Agreement refer to this entire Agreement
      14. when any number of Days are prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last Day, unless the last Day does not fall on a business Day, in which case the last Day shall be the next succeeding day which is a business Day;
      15. references to the knowledge, information, belief or awareness of any Person shall be deemed to include the knowledge, information, belief or awareness of such Person after examining all information and making all due diligence inquiries and investigations which would be expected or required from a person of ordinary prudence; and
      16. if any provision in this Clause 1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement;
      17. a reference to any agreement is a reference to that agreement and all schedules, appendices and the like incorporated therein, as the same may be amended, modified, supplemented, waived, varied, added to, substituted, replaced, renewed or extended from time to time;
      18. all provisions of this Agreement shall be interpreted and construed in accordance with their meanings, and not strictly for or against either Party, regardless of which Party may have drafted this Agreement or a specific provision;
      19. grammatical variations of defined words shall be construed in accordance with the relevant definition(s);
      20. references to the singular number shall include references to the plural number and vice versa; and
      21. words denoting one gender shall include all genders.
  2. TERM, TERMINATION AND SUSPENSION
    1. 2.1.a. This Agreement shall become effective from the Effective Date and shall remain in force until the Seller wishes to terminate the Seller account on the Flipshop Platform (“Term”).
      2.1.b. The Term shall be automatically renewed for additional periods of 12 (twelve) months each (“Renewal Term”) unless either Party provides a written notice to the contrary sixty (60) days prior to the expiry of the Renewal Term.
      2.1.c. The Fees and provision of Services shall be revised during the Renewal Term subject to discussion of market pricing, volume of work etc., and mutual consent between the Parties.
    2. This Agreement may be terminated:
      1. Anytime, by mutual consent of the Parties in writing;
      2. by the Company, in the event the Seller fails to pay the Fee under an invoice within the period mentioned in Clause 4.1 below and the said breach is not remedied within a period of 30 days from the date a notice to the said affect, requesting the Seller to rectify the breach, is received by the Seller from the Company.
      3. by the Company, in the event the Seller breaches Intellectual Property Rights under Clause 7. Seller acknowledges and accepts that Termination of the Agreement for breach in Intellectual Property Rights is not sufficient remedy and that the Company may exercise its rights under Clause 6 (Indemnity).
      4. by the Seller, in the event the Company breaches any of its obligations under the Agreement and the said breach is not remedied within a period of 30 days from the date a notice to the said affect, requesting the Company to rectify the breach, is received by the Company from the Seller.
      5. By the either Party, without any reason, by providing at least 30 days prior written notice to the other Party Party (“Termination for Convenience”).
    3. Any termination of this Agreement shall be without prejudice to any claim or rights of action which have previously accrued to any Party hereto against the other Party, and further, shall not in any manner whatsoever relieve any Party of its obligations, which have arisen/accrued on or up to the date of such termination of this Agreement.
    4. The provisions of Clause 2.2 (Termination), Clause 6 (Indemnity), Clause 8 (Confidentiality), Clause 9 (Non-Solicitation), Clause 10.4 (Notices), Clause 11 (Governing Law, Jurisdiction and Dispute Resolution) shall survive the termination of this Agreement pursuant to this Clause.
    5. Upon termination of the Agreement for whatever reasons, the Seller shall immediately pay all the amounts due and payable to the Company.
    6. Without prejudice to its right of termination under Clause 2.2.2 and the right to interest under Clause 4.1, the Company may, in case of delay of payment of invoices by the Seller, suspend the Services till such time the outstanding invoices are paid by the Seller to the Company. In such a case, the Services to Seller shall be resumed by Company only once the Company receives the entire amount of outstanding Fee from the Seller.
  3. PROVISION OF SERVICES
    1. The Seller hereby appoints the Company to provide and perform, and the Company hereby accepts the appointment to provide, perform and deliver the Services.
    2. The Services shall be performed by the Company subject to the terms and conditions of this Agreement and on the following basis:
      1. the Services shall be provided by the Company on a non-exclusive basis and the Company shall be free to provide Services or services similar to the Services to any person;
      2. The appointment of the Company by the Seller shall be on a non-exclusive basis.
      3. the appointment of the Company by the Seller to provide Services is not an appointment of an agent by a principal;
    3. The Company shall perform the Services in its capacity as an independent contractor. The Company shall not, by reason of this Agreement or the performance of the Services, be or be deemed to be, an employee, agent, or partner of the Seller.
    4. The Company shall not have any fiduciary obligations or duties to the Seller other than those specifically mentioned in Agreement.
    5. The Company shall provide all the Services in accordance with the terms and specifications detailed in Schedule I hereto.
    6. The Seller shall be responsible for all providing necessary information and support to the Company for rendering of Services, as detailed in Schedule II hereto.
    7. The Seller shall satisfactorily address all queries, undertake repairs and replacements, and attend to all other claims made by consumers in relation to the Seller’s products and/or services within such timelines as may be agreed between the Parties.
    8. The Company shall be entitled to sub-contract or assign any right, duty or obligation under this Agreement without the prior written approval of the Seller.
  4. FEES AND PAYMENTS
    1. The fees for Services (“Fees”) to be rendered by the Company shall be as mentioned in Schedule III hereto. The Fees shall be paid by the Seller in accordance with the invoices submitted by the Company within 60 (sixty) days from the date of receipt of such invoice by email by the Seller. The Company shall send invoice by way of email. In case of delay in payment of the invoice, an interest at the rate of 9% (nine per cent) per annum shall be payable on the invoice amount for the period of delay.
    2. All the Fees payable to the Company under this Agreement shall be exclusive of any Goods and Service tax.
    3. In the event that a withholding tax or deduction is required by applicable Law to be paid by the Seller in respect of the Fees under the Income Tax Act, 1961, the Seller will pay the Fees for the Services net of the required withholding or deduction and issue appropriate certificate for such deduction.
  5. REPRESENTATIONS & WARRANTIES
    1. Each Party represents and warrants to the other that:
      1. it is validly constituted and has all legal power and authority to execute this Agreement and carry out the terms, conditions and provisions hereof;
      2. there are no actions, suits or proceedings or regulatory authority investigations pending or, to that Party's knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement;
      3. once executed, this Agreement shall constitute its legal, valid and binding obligations enforceable in accordance with the terms hereof;
      4. it holds, at all times, all licenses and/or permits necessary under all applicable statutes and regulations for it to perform the Services hereunder and will register this Agreement with any appropriate body if required;
      5. it will not, in performing its duties and obligations under this Agreement, put itself or the other Party in breach of any applicable laws, rules or regulations or the Annexures to this Agreement;
      6. it is not, at the time of entering into this Agreement, insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or petition for winding up or bankruptcy (as the case may be) or to exercise any other rights over or against its assets or any event analogous to any of the foregoing under the laws of any applicable jurisdiction;
      7. Seller shall comply with the applicable data protection laws with respect to any personal information or personally identifiable information shared with Company or obtained by the Company acting as service provider to Seller, including necessary consents and permission from their consumer. Seller herein represents and confirms that no personal information belonging to a non-Indian customers will be stored on the Platform and/or shared by Service with Company pursuant to this Agreement.
    2. The Company represents and warrants to the Seller that:
      1. It has clearly understood the scope of Services required to be provided under this Agreement.
      2. It shall use its reasonable and best efforts, skills and care in provision of the Services under this Agreement, and further undertakes to make best efforts to ensure that the provision of Services under this Agreement is in accordance and in line with the prevailing industry standards and practices.
    3. The Company provides no warranty, express or otherwise, as to the potential degree of success to result from the Services.
  6. INDEMNITY AND LIABILITY
    1. Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its shareholders, directors, employees etc., (“Indemnified Persons”) from and against any and all losses, damages, claims, fines, fees, penalties, interest obligations, deficiencies, and expenses (including amounts paid in settlement, interest, court costs, reasonable out-of-pocket fees and expenses of investigators, attorneys, accountants, financial advisors and other experts, and other out-of-pocket expenses of litigation) suffered or incurred by him, as a result of, arising from, or in connection with or relating to: (a) any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made by the Indemnifying Party; (b) failure to perform (whether in whole or part) any obligation required to be performed by Indemnifying Party pursuant to this Agreement; or (c) any claims or demands raised or made, or proceedings initiated, by any third party against the Indemnified Persons in relation to the subject matter of this Agreement or on account of reasons attributable to the Indemnifying Party (d) infringement of intellectual property rights by the Indemnifying Party or its personnel; (e) infringement of third party intellectual property rights by the Indemnifying Party or its personnel; (f) violation of any applicable laws and statutory obligations by the Indemnifying Party or its personnel (including but not limited to non-filing of the requisite forms with the tax authorities to claim tax credit etc.); (g) gross negligence and/or misconduct by the Indemnifying Party or its personnel; (h) breach of any obligation, terms, representation, warranties and covenants under this Agreement; (i) breach of confidentiality obligations under this Agreement and/or (j) any damage to property and/or bodily injury or death caused due to the negligence of the Indemnifying Party or its personnel employees/personnel in performing their duty under this Agreement.
    2. The Seller shall defend, indemnify and hold the Company and any of its affiliates, executives and employees free and harmless from all suits, claims, demands and other liabilities and expenses (including, but not limited to, damages, fines and legal fees) arising out of, in any manner whatsoever, storage, transport, sale, use and/or consumption of any of the Seller’s products and/or Services sold or marketed as a consequence of activities pursuant to this Agreement, and any suit for product or service liability.
    3. The indemnification rights of the Indemnified Persons under this Agreement are independent and in addition to other rights and remedies available under Law or equity.
    4. The Services shall be provided to the Seller on an “as is” basis and without any warranty of any kind. The Company makes no representations or warranties that the Services will operate uninterrupted.
    5. The Company is not and shall not be responsible or liable for any disruption, defects or deficiencies in the Services on account of any factors beyond the reasonable control of the Company.
    6. In no event will the Company’s or any of its shareholders’, directors’, employees’, agents’ total liability to the Seller for all damages, liabilities, losses, and causes of action arising out of or relating to (i) this Agreement, (ii) the Services, (iii) the Seller’s use or inability to use the Services, however caused and whether arising in contract, tort including negligence, warranty or otherwise, exceed the amount of Fee received by the Company from the Seller in the month immediately preceding the month during which the liability of the Company arises.
    7. In no event will either Party be held liable for any indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise.
  7. INTELLECTUAL PROPERTY RIGHTS
    1. The Company shall retain all rights, titles and interest, including without limitation all intellectual property rights upon and relating to the intellectual property owned and developed by the Company (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, and documentation.
    2. Other than to the extent specifically provided, nothing in this Agreement shall assign to the Seller any intellectual property rights in the works of the Company, the Company’s technical knowhow, information, records or databases of the Company, software and/or any other technical or intellectual product of the Company, and any other intellectual property created by the Company which is of general applicability and of a non-project specific nature. The Company shall retain all right, title and interest in such intellectual property in each such respective case whether such intellectual property is pre-existing or created during the Term of this Agreement.
    3. The Seller represents to the Company and unconditionally guarantees that any and all elements of text, graphics, photos, designs, trademarks, artwork and other materials and content to be provided to the Company by the Seller (“Seller Content”) are owned by the Seller, and that the Seller has the necessary permissions to use, modify and reproduce unconditionally, and authorise the Company to use, modify and reproduce unconditionally, each of such elements.
    4. The Seller warrants and represents that all the Seller Content shall be true and accurate and that all products and/ or services belonging to the Seller advertised or promoted by the Company have received all relevant approvals, and are legal to be marketed, advertised and sold to third party consumers. Where at any time, any information or data provided by the Seller to the Company ceases to be true, or any product or service of the Seller ceases to possess the necessary approval, the Seller shall immediately inform the Company.
    5. All the content provided by the Seller to the Company during the Term of this Agreement for the purposes of the business of the Seller including all Seller Content shall remain the property of the Seller.
    6. The Parties acknowledge that provision of Services pursuant to this Agreement may result in discovery, creation or development of works of authorship and other intellectual property rights and the Seller agrees and acknowledges that all rights, title and interest in and to all such intellectual property, upon the creation, shall always fully and absolutely vest in the Company.
    7. The Company shall have the right to use all the data and information, generated in the course or on account of provision of Services to the Seller, on an anonymous basis for analytics purposes. The data will be used on a generic basis without identifying any personal information and details.
    8. The Seller shall not have any right whatsoever over any of the data belonging to the Company.
    9. The Seller grants to the Company a nonexclusive, worldwide, and royalty-free licence to use and reproduce its marks, brand names, logos, and other Seller Content, and to modify, and prepare derivative works of the Seller Content for the Seller.
    10. The Seller grants to the Company permission to mention on the Seller website developed by the Company to clearly mention that it has been powered or developed by the Company.
  8. CONFIDENTIALITY
    1. The Party receiving Confidential Information (“Receiving Party”) shall not, without the consent in writing of the Party disclosing such information (“Disclosing Party”)disclose, reveal or make public (whether directly or indirectly) any/all information or data of whatever nature (whether disclosed in writing or oral or otherwise) in connection with the operation of this Agreement and/or or as may be processed/accessed by the Receiving Party as a result of providing Services pursuant to this Agreement or otherwise (“Confidential Information”),to any other person or entity or third party not authorised in writing by the Disclosing Party in terms of this Agreement.
    2. The Receiving Party shall take all necessary precautions to maintain the secrecy and confidentiality of such Confidential Information. However, a Receiving Party may reveal Confidential Information to those of its employees, affiliates and third-party service providers (collectively hereinafter referred to as the “Representatives”)to the extent of need-to-know basis strictly only for the purpose of meeting the objective of this Agreement, provided the Receiving Party places similar obligations of confidentiality on such Representatives.
    3. The Parties acknowledge that (a) any disclosure or use of the Confidential Information, not in accordance with the terms of this Agreement, by the Receiving Party, would be a breach of this Agreement and may cause immediate and irreparable harm to the Disclosing Party; (b) the damages from such disclosure or use by it may be impossible to measure accurately; and (c) injury sustained by the Disclosing Party may be impossible to calculate and remedy fully. Therefore, notwithstanding anything contained under this Agreement, in the event of such breach, the Disclosing Party shall be entitled to specific performance by the Receiving Party of obligations contained in this clause and/or take any legal action against the Receiving Party as may be available under the applicable laws, including not limited to, temporary restraining orders, preliminary injunctions, and permanent injunctions. In addition, the Receiving Party shall indemnify the Disclosing Party of the actual damages which may be awarded by the court having competent jurisdiction. Moreover, the Disclosing Party shall be entitled to recover all costs (including reasonable attorneys’ fees) which it or they may incur in connection with defending its interests and enforcement of legal rights arising due to a breach of confidentiality by the Receiving Party under this agreement.
    4. The above provisions of confidentiality shall not apply to Confidential Information that is at the date hereof, or hereafter becomes, public knowledge through no fault of the Receiving Party.
    5. Confidential Information may be disclosed to any governmental or other statutory or regulatory body pursuant to any applicable or relevant law or regulations only to the extent necessary for the purposes contemplated by this Agreement, or as is required by law, and subject in each case; using best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
    6. This clause 8 shall survive the termination of this Agreement
  9. NON-SOLICITATION
    1. The Seller shall not, during the Term of this Agreement and for a period of 36 months thereafter, employ or engage or offer to employ or engage any Person employed or engaged by the Company (whether as an employee, partner, consultant, advisor or in any other manner), or otherwise induce, solicit or attempt to solicit, any Person employed by the Company (whether as an employee, consultant, advisor, partner or in any other manner) to terminate or otherwise cease his/ her employment or engagement with the Company, without prior written consent of the Company.
    2. The Parties acknowledge that any breach or threatened or attempted breach of any provision of this Clause 9 by the Seller would cause irreparable harm to the Company not compensable in money damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of this clause 9 or other equitable remedy without being required to prove damages or furnish any bond or other security.
  10. MISCELLANEOUS
    1. WAIVER AND REMEDIES
      1. No waiver of any provision of this Agreement shall be valid unless expressly made in writing and signed by the Party to be charged therewith. The waiver of a breach of any provision of this Agreement shall not be deemed to constitute a waiver of any other or subsequent breach of the same or any other provision hereof.
      2. No failure or delay by the Parties in exercising any right or remedy provided by Law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under the general Laws.
    2. SEVERABILITY
      If any term or provision of this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part thereof shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected. Further, the severed provision shall be replaced by such provisions as may be mutually agreed by the Parties, in compliance with applicable Law, to reflect the intent and commercial understanding between the Parties.
    3. COST AND EXPENSES
      Any notice, document, or communication shall be deemed to be duly given or made when delivered (in the case of personal delivery), at the time of transmission (in the case of electronic mail), or (3) Days after being dispatched in the post, postage prepaid, by the most efficient form of mail available and by registered mail if available (in the case of a letter) to such Party at its address specified in Clause 10.4, or at such other address as such Party may hereafter specify for such purpose to the other Parties hereto by notice in writing.
    4. DELIVERY
      Any notice, document, or communication shall be deemed to be duly given or made when delivered (in the case of personal delivery), at the time of transmission (in the case of electronic mail), or (3) Days after being dispatched in the post, postage prepaid, by the most efficient form of mail available and by registered mail if available (in the case of a letter) to such Party at its address specified in Clause 10.4, or at such other address as such Party may hereafter specify for such purpose to the other Parties hereto by notice in writing
    5. VARIATION
      No variation including any, novation, amendment, supplement, deletion or replacement of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is made by an instrument in writing and signed by each Party.
    6. COUNTERPARTS
      This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be deemed to be an original but all of which shall constitute the same instrument.
    7. PRIVITY OF CONTRACT
      Save as otherwise expressly provided in this Agreement, any Person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.
    8. ENTIRE AGREEMENT
      The Parties acknowledge that this Agreement along with the schedules, annexures attached thereto, if any, constitute the complete understanding between the Parties with regard to rendering of Services and shall supersede all previous communications, either oral or written, between the Parties with respect to the subject matter hereof, and no agreement or understanding varying or extending the same shall be binding upon any Party, unless in writing signed by a duly authorized officer or representative thereof. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other documents executed between the parties with reference to the Services
  11. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
    1. This Agreement, including all matters relating to its validity, construction, performance and enforcement, shall be governed by and construed in accordance with Indian Law.
    2. If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (whether before or after the termination or breach of this Agreement) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute.
    3. In the event no amicable resolution or settlement is reached within a period of thirty (30) days, such dispute, difference, controversy or claim between the Parties arising out of or relating to this Agreement or the construction, interpretation, breach, termination or validity thereof (“Dispute”) shall be finally settled under the rules of arbitration set out under the Indian Arbitration and Conciliation Act, 1996 whereby each Party shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. The place of arbitration shall be Gurgaon, India only and all the arbitration proceedings shall be conducted in the English language. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Subject to Clause 6, each Party shall bear its respective costs of the arbitration, unless arbitrators otherwise direct in their arbitral award.
    4. Subject to the provisions of Clause 11.2 providing for arbitration, for any legal proceedings, the Courts at Gurgaon, India shall have exclusive jurisdiction in relation to such proceedings.
SCHEDULE I
SCOPE OF WORK
ANS Digital Private Limited has developed a product called “Flipshop” that is aimed at sellers looking to launch their own online stores with minimal cost and effort. The product offers an easy-to-use, self-serve interface for sellers through which they can upload product details and enable payments along with logistics to start selling online. Once created, sellers can share the link to their online stores with customers who can visit these stores and place orders. While ANS Digital Private Limited is enabling the technology and backend IT infrastructure required to run these stores for sellers, the buying/selling is taking place directly between customers/sellers.
In relation to Flipshop, ANS Digital shall provide:
  • Technology platform to enable sellers to create their online stores
  • Integrations with payment gateway and logistics partners that sellers can use if they choose to
SCHEDULE II
Commercials
Sellers will pay the below charges as specified against respective Services.
These charges are subject to discounts and revisions as applicable:
  1. Brandstore - INR 1,000 per year charged at the end of the year
  2. Payment gateway - 2% of transaction value
  3. Sellers shall be subject to deduction of service charge on every transaction on their Seller’s Website during settlement.
  4. Payments will be settled with the Seller within 48 hours of order getting delivered
SSCHEDULE III
ANTI-CORRUPTION EXHIBIT
  1. Compliance with Law and Policy
    [Entity] agrees that its performance under this Agreement will be in full compliance with the Company’s Global Anti-Corruption Policy (the “Policy”, available at https://flipkartethics.com & https://walmartethics.comand all applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. [Entity] and the Company agree that in their performance under this Agreement, they will not directly or indirectly offer, promise, give, or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, facilitation payment or other improper or unlawful payment to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official.
  2. Certification of Compliance
    [Entity] agrees to certify its compliance with the applicable anti-corruption laws and regulations by executing a form supplied by the Company for this purpose, either annually or when otherwise requested by the Company.
  3. Right to Audit and Obligation to Cooperate
    [Entity] shall keep accurate books, records, and accounts with sufficient detail as to clearly reflect its transactions and disposition of its resources or assets in connection with this Agreement. [Entity] agrees the Company has the right to audit such transactions at any time and upon reasonable notice. [Entity] agrees to (1) provide assistance and cooperation in any investigations involving the Company and [Entity], and (2) submit to due diligence re-screening when requested by the Company.
  4. Training
    [Entity] agrees its employees, affiliates, and other representatives responsible for its performance under this Agreement will participate in the Company’s anti-corruption training, if requested by the Company.
  5. Subcontractors
    [Entity] must obtain prior written authorization from the Company before [Entity] engages any subcontractor to perform any services under this Agreement requiring interaction with any government entity or government official on the Company’s behalf.
  6. Right to Terminate
    If the Company reasonably suspects [Entity] has engaged in conduct violating the Policy, or any applicable anti-corruption laws or regulations, the Company may immediately suspend payment pending the issue’s resolution. If the Company determines [Entity] violated the Policy, or any applicable anti-corruption law or regulations, the Company may terminate the Agreement.
    The Company may also suspend payment and suspend or terminate the Agreement if [Entity] does not comply with the ongoing anti-corruption compliance obligations set forth in this Agreement or if [Entity] does not successfully complete due diligence re-screening
  7. Form of Payment
    The Parties agree all payments made by the Company to [Entity] pursuant to this Agreement shall be made only after receipt by the Company of an invoice detailing the products or services for which [Entity] is seeking payment. All payments under this
    Agreement shall: (i) be made solely by check or wire transfer for the benefit of, and to the account of, [Entity] and not to any individual employee or representative of [Entity]; (ii) be denominated in [functional currency]; and (iii) not be in cash or bearer instruments.
  8. Obligation to Provide Information
    If for any reason, [Entity] proposes to materially change ownership or management or its current shareholders or partners transfer control of [Entity] to a third party or a third party assumes control of [Entity], [Entity] must notify the Company within thirty (30) days of such change in writing. In such case, [Entity] may be resubmitted through the Company’s due diligence and approval procedure for third-party intermediaries. [Entity] agrees to provide timely information to the Company regarding any changes to the representations made in this Agreement.
  9. Government Affiliations
    [Entity] represents and warrants that neither Seller nor any of its directors, officers, partners, shareholders, employees, agents, or representatives is a government official. Seller represents that it has informed Flipkart of any close family relationships between any of its directors, officers, partners, shareholders, employees, agents, or representatives and any government officials. Seller agrees to notify Flipkart if (a) any such close family relationships arise during the term of this Agreement or (b) any director, officer, partner, shareholder, employee, agent, or representative becomes a government official during the term of this Agreement. Close family relationship means parents, siblings, spouses, spousal equivalents, and children.
SCHEDULE IV
COMPLIANCE ANNEXURE
  1. AML/FS and Trade terms:
    Parties will fully comply with all applicable laws and regulations including but not limited to anti-money laundering (including know your customer and customer due-diligence) and sanctions (economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Neither party will engage in a transaction pursuant to this agreement that will cause the other party to violate such laws and regulations".
  2. CP compliance POV:
    Compliance with Laws:
    The Seller undertakes that they have obtained and will continue to maintain in force all the necessary licenses, permissions, authorizations, and permits needed to store, distribute, delivery, market, supply and sell the products and services on under applicable laws, from time to time, including, the Drugs and Cosmetic Act, 1940 (“Drugs Act”), read with the Drugs and Cosmetics Rules, 1945 (“Drugs Rules”), the Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020 including but not limited to guidelines to provide for the prevention of false or misleading advertisements and making endorsements relating thereto, issued by Central Consumer Protection Authority in 2022, applicable data protection laws, the Food Safety and Standards Act, 2006, Food safety and standards (licensing and registration of food business), Regulations, 2011, Legal Metrology Act 2009 and all Rules and all applicable legislations, in each case, as amended from time to time.
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