Market place model

This Partner Agreement (“Agreement”) is executed as of this ____ (day) of ______ (month) _____ (Year) by and between.

KVIO VENTURES PRIVATE LIMITED (hereinafter referred to as the “KVIO or Khadi” a Special Purpose Company promoted under public private partnership with Khadi & Village Industries Commission, Government of India for promoting KVIC and it’s affiliates sales through online channels) a company incorporated under the laws of India and having its registered office at 404-405 iLABS Centre, near Raddison Hotel, Phase III, Udyog Vihar, Gurugram, Haryana 122016, through its authorized signatory Mr. Sumit Kumar, (AVP Operations) (Hereinafter referred to as “Service provider” which expression shall unless repugnant to the context of meaning thereof, include its successors and permitted assigns) of the FIRST PART;

And

Name of Entity {{ $sellerName ?? '' }} a company/firm incorporated under the provisions of the Indian Companies Act, 2013 (Section 8) and having its registered/head office at {{ $sellerAddress ?? '' }} through its authorized signatory Mr./Mrs./Miss {{ $contactPerson ?? '' }} (hereinafter referred to as the “Seller/Partner” which expression shall unless repugnant to the context and meaning thereof, include its successors, administrators, representatives and permitted assigns) of the SECOND PART;

For the purposes of this Agreement, the Service provider and the Seller have been individually referred to as “party” and collectively as the “parties”.

Whereas:

1. The Seller is engaged in the business of manufacturing/producing different Khadi and Village Industry products under parent brand name of “Khadi India” and affiliate/sub brand name of {{ $brandName ?? '' }} in India/abroad and represents and warrants that it has an absolute right to sell the products of aforesaid brand through different modes of distribution channel and there is no prohibition on the Seller in this regard. Further, the Seller also represents and warrants that it has necessary authorization and permission from the Khadi and Village Industries Commission (KVIC), Government of India to manufacture/produce different Khadi and Village Industry products under parent brand name of “Khadi India” and affiliate/sub brand name of {{ $brandName ?? '' }} and allow third parties to resell the Products through different mode of distribution channel.
2. The Service provider shall list the products of seller on the official e-commerce platform of Khadi India i.e ekhadiindia.com.
3. The Seller has approached the service provider to list the “Khadi………Category………….” branded goods more specifically described in Schedule1 hereto and herein after referred as “Products” on ekahdiindia.com platform;Seller have understood that products mentioned in Annexure-1 will be listed on official e-commerce platform of Khadi India “ekhadiindia.com”. The “ {{ $sellerName ?? '' }} ” Seller shall keep KVIO informed every month of the volume of stocks of the Products available with the Seller for sell on web portal of ekhadiindia.com. The Seller shall dispatch the Products as per the intimation received from KVIO to customers..

General Terms

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES IN CONNECTION WITH THE ekhadiindia.com WEBSITE.

As used in this Agreement, "we," "us," “ekhadiindia” and "KVIO" means the KVIO Ventures Private Limited in the applicable Service Terms. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.

1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request. Any personal data you provide to us will be handled in accordance wit KVIO’s Privacy policy.

2. Service Fee Payments

We shall charge a commission on sales value (excluding GST) which is described fully in the Annexure-1. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement provide otherwise. For ekhadiindia Site that you register for or use a Service in connection with, we may require you to submit valid bank account information for a bank account in your name that is with a bank located within India and enabled for your Account (with respect to the KVIO Site, "your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), debit your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At KVIO's option, all payments to you will be made to your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that KVIO shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to your Bank Account.

In addition to charging payable sums , we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with KVIO concerning whether any amounts are payable or due.

If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the ekhadiindia.com Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

3. Licence

You grant us a royalty-free, non-exclusive, worldwide right and licence for the duration of your original and derivative intellectual property rights during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use any and all of your Materials for the Services or other ekhadiindia product or service, and to sublicense the foregoing rights to our Affiliates and operators of ekhadiindia Associated Properties; provided, however, that we will not alter any of your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your Materials (provided you are unable to do so using the standard functionality made available to you via the applicable KVIO Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

4. Product Prices And Payment Terms

Issuing correct and complete Invoice is the sole and primary responsibility of the Seller. Seller shall issue an Invoice in the name of the Purchaser, which Invoice shall be sent to the Purchaser along with the Product. The Seller shall ensure that the Invoices raised by the Seller shall be in compliance with the Goods and Service Tax Law and other applicable laws.

The service provider shall honor the invoice within 21 (Twenty one) Days from the date of Net sales ( Net sales means a product which was sold by Seller to its customer and for which return policy provided by Seller was also expired) by NEFT/RTGS/NETBANKING or Cheque.

All the payments under this Agreement will be made in favor of: ………………Seller name………………….

Each Party shall be responsible for any and all income taxes on its income.

Seller shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, Rules and Guidelines framed there under as applicable and amended from time to time, Food Safety and Standard Act 2006 (including FSSAI Rules and Regulations made thereunder), Legal Metrology Act, 2009 (including Legal Metrology (Packaged Commodities) Rules, 2017) related rules and Guidelines, Bureau of Indian Standards (BIS) and also all applicable domestic laws, rules and guidelines issued by MINISTRY OF AYURVEDA, YOGA AND NATUROPATHY, UNANI, SIDDHA AND HOMOEOPATHY ,rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in force), including the guidelines issued from time to time by The Khadi and Village Industries Commission, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to regulations of GST, Income Tax, , Local Levies etc.) regarding Seller’s listing, and sale of Products and/or services through the Platform. Seller shall ensure not to list or engage in any transaction in a Product and/or Service, which is expressly prohibited under this Agreement or is unlawful, illegal or prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.

All other commercial terms are more fully agreed to in Annexure-1 attached herewith.

5. Product Listings and Orders
   • Products and Product Information You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the ekhadiindia.com Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that your Materials, your Products (including packaging) and your offer and subsequent sale of any of the same on the ekhadiindia Site comply with all applicable Laws (including all marking and labelling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the ekhadiindia Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the ekhadiindia Site. For each item you list on the ekhadiindia Site, you will provide to us the state or country from which the item ships.
   • Product Listing; Merchandising; Order Processing.We will list your Products for sale on the KVIO Site in the applicable product categories which are supported for third party sellers generally on the KVIO Site on the applicable Selling on KVIO Launch Date, and conduct merchandising and promote your Products. KVIO reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the KVIO Site. We may use mechanisms that rate, or allow shoppers to rate, your Products and/or your performance as a seller on the KVIO Site and KVIO may make these ratings and feedback publicly available. We will provide Order Information to you for each of your Transactions.
6. Sale and Fulfilment, Refunds and Returns
   • Returns and Refunds For all of Products you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the KVIO Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with your Transactions, using a functionality we enable for your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through KVIO. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase your Product), and you will reimburse us for all amounts so paid. For all of your Products that are fulfilled using Fulfilment by KVIO, the KVIO Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable KVIO Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.
   • Delivery Errors and Nonconformity; Recalls Logistic support may be provided by KVIO for pickup of products/ items from your place. You are responsible for: any non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of your Products, except to the extent caused by: (a) credit card fraud for which we are responsible unde Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for KVIO-Fulfilled Products, if any, the Fulfilment by KVIO Service Terms will apply to non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of those of your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of your Products.
   • A-to-z Guarantee and Chargebacks If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the KVIO Site, or other dispute, relating to the offer, sale or fulfilment of your Product(s) (other than a chargeback) concerning one of your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.
   • Your indemnification obligations. You will defend, indemnify, and hold harmless KVIO, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by KVIO), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
7. Tax Matters.

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) KVIO automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) KVIO expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by KVIO and used by you. You agree to and will comply with th Tax Policies. All fees and payments payable by you to KVIO under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying KVIO any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.

8. Confidentiality

Each Party may as a result of the relationship contemplated hereunder disclose to the other Party such Confidential Information as may be necessary to further the performance of this Agreement. It is clarified and agreed that this Agreement along with its schedules and annexure shall constitute Confidential Information of the Parties.

The receiving Party undertakes to the disclosing Party that it shall.

• Keep confidential the disclosing Party’s Confidential Information;
• not to disclose the Confidential Information in whole or in part to any other person without the disclosing Party’s prior written consent, except to the receiving party’s employees, agents and persons involved in the performances of this Agreement on a confidential and need to know basis and provided that said recipients are bound by written agreements of confidentiality which are at least as stringent as the provisions of this Agreements; and
• to use the Confidential Information solely in connection with the performance of this Agreement.

The aforementioned confidentiality obligations will not extend to Confidential Information which:

• is disclosed to employees, legal advisers, auditors and other consultants of a Party on a need to know basis;
• is disclosed with the prior written consent of the disclosing Party;
• is required to be disclosed pursuant to applicable Law or is appropriate in connection with any necessary or desirable intimation to the Government or any regulatory authority.
• has ceased to be confidential without default on the part of the receiving Party;
• is independently developed by the receiving Party without recourse to the Confidential Information of the disclosing Party;
• has been received from a third party who did not receive it in confidence; or
• the receiving Party is required by any court, government or other regulatory body to disclose, but only to the extent required by law, provided that the receiving party gives the disclosing Party written notice as soon as practicable of such requirement.

Upon request by the disclosing Party, the receiving party must deliver to the disclosing party all documents and other materials in any medium in its possession or control, which contain or refer to the disclosing Party’s Confidential Information. If the documents or other materials are not capable of being returned, the receiving Party must destroy and certify the destruction of such documents and materials to the reasonable satisfaction of the disclosing party.

9. Indemnification

The Seller hereby further agrees that it shall on demand indemnify and hold harmless the Service provider and its officers, directors, employees and agents for and against all direct liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Seller that arise out of or in any way relate to, or result from any breach by the Seller of any of the provisions of this Agreement or any purchase order, or negligence, fraud or willful misconduct of the Seller and its employees, agents, or any claim, demand, suit action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach solely and directly attributable to the Purchaser.

Seller shall defend the Service provider, respective officers, directors, employees, consultants and agents (the “Purchaser Parties”) against any claim that arises, directly or indirectly, from:

• any death of or injury to any person, damage to any property or any other damage or loss due to any “Defect” or use of any defect in any Product;
• Any Product recall;
• Any infringement or misappropriation of any proprietary and/or third party intellectual property right by Products, Seller (or by a third party at Sellers direction) provides to the service provider;
• Sellers negligence or intentional misconduct by the Seller or its employees, contractors or agents;
• Sellers breach of this Agreement;
• Sellers failure to state accurate Product descriptions, adequate warnings, or instructions “as requested by applicable law in India”.
10. Termination

Service provider may terminate this arrangement by giving 30 (thirty) days’ notice in writing. Where such termination is occasioned by a default/breach by the other Party; the recipient of the termination notice may take appropriate steps to rectify the breach and report the same to the terminating party. In case of rectification of the breach to the satisfaction of the terminating party, the termination notice “may be withdrawn”. In all other cases, the termination shall take effect thirty (30) Business Days after receipt of the notice by the other party.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

FOR M/S KVIO VENTURES PRIVATE LIMITED FOR M/S Seller name

@if (isset($signature) && $signature ) @else @endif @if (isset($signature) && $designation) @else @endif

Authorised Signatory	{{ Storage::disk('s3')->url($signature) }}	..........................
Designation	{{ $designation }}	..........................