AGREEMENT

 

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 in Bangalore.

This Seller Agreement (herein referred to as Agreement) is made by and between

BigTrade Infosystems Pvt. Ltd., a Private limited company incorporated under the laws of India having its registered office at F#31-D, citilights estates pvt. Ltd., outer ring road, bellandur, Bangalore, KA – 560103, owning and operating website and mobile applications on “BigTrade.co”, hereinafter referred to as BigTrade

AND

The legal business entity accepting the terms and conditions of this MOU through a duly authorized signatory ( hereinafter referred to as the “Seller” )

BigTrade and the Seller are hereinafter individually referred to as Party and collectively as Parties.

WHEREAS

  1. The Seller is in the business of purchase/sale of products in the categories selected as part of this MOU.
  2. BigTrade is involved in the business of providing ecommerce technology through its app and website, online marketing services, customer services, payment services and fulfillment services to the Sellers interested in selling their products online, through its eCommerce technology platform & related services.
  3. The Seller is desirous of using this service of BigTrade for selling their products online through BigTrade and delivery of the order.
  4. The Parties are desirous of recording the terms and conditions of their agreement for the purposes set out above subject to provisions and conditions set forth herein.

NOW THEREFORE in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows:

BigTrade’s scope of services:

    1. Technology services: BigTrade offers an eCommerce technology platform that allows Sellers to set-up an online store on BigTrade. The Seller can upload his product catalogue on the site, manage various aspects of the online store himself, and make it available to his buyers network or entire BigTrade buyer community for purchase. The technology services also include paid or complimentary use of business tools available on BigTrade through a specific login created by BigTrade for the Seller.
    2. Order Fulfillment: BigTrade shall provide customer support services and shall coordinate delivery of goods.
    3. Payment Services: BigTrade shall facilitate payments by Buyers for their orders placed through its platform using various payment options including credit card, debit card, net banking, CBD( Cash before Delivery) and COD( Cash on Delivery). BigTrade has created a network of payment gateways as well as handling COD/CBD.
    4. Marketing: BigTrade runs various marketing services for the BigTrade marketplace to drive traffic for its Sellers. BigTrade can also run specific internet marketing programs and traffic acquisition programs for specific Sellers for a fee agreed mutually between BigTrade & Seller.

BigTrade Responsibilities

    1. BigTrade shall bring in their technology through website development, mobile application development, online promotions, ecommerce engine and payment gateway integration and customer service for successful operation of website.
    2. BigTrade will be responsible for managing the customer service for only such Products that sold through the BigTrade.
    3. BigTrade will not be responsible for charge-back claims, if any product of Seller sold through BigTrade and its affiliates.
    4. BigTrade shall be responsible for processing all refunds for the Seller products sold through BigTrade.
    5. The software platform; e-commerce engine, payment gateways and other technology services will remain the sole property of BigTrade.
    6. BigTrade shall have the sole right and discretion to decide about the selection and listing of Products on its website and apps  (i.e. BigTrade.co).
    7. BigTrade shall not be liable for any defect in the product in any circumstances.

Seller’s Responsibilities

    1. The Seller agrees to BigTrade in verifying his/her business details and credentials as may be requested by BigTrade.
    2. The Seller shall agree, accept and be bound by all published BigTrade policies including but not limited to Terms of Use, Shipment Policy, Returns Policy,  Payment Policy, Privacy Policy, General Policy & Rules and other Policies that are duly communicated in writing to the Seller or are displayed on BigTrade’s platform ( Seller App, Buyer App, Website) as updated time to time, which are incorporated herein by reference.
    3. The Seller shall pay the applicable service fees including but not limited to selling service fee and marketing service fee.
    4. The Seller agrees that BigTrade can collect payment on his/her behalf and remit within 15 business days from date of successful delivery of goods to the Buyer.
    5. The Seller shall ensure uploading of its product catalogue on the BigTrade platform. The Seller acknowledges that they shall be solely responsible for the uploaded product related information including
      1. Accurate product description
      2. Pictures that are an reasonably accurate representation of the physical product in stock.
      3. Quantity shown in stock for sales is physically available.
    6. The Seller shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The Seller guarantees that the product sold by him is unused as well as non-counterfeit.
    7. The Seller shall ensure that the product is of generally acceptable quality and is legally allowed to be sold in India by the Seller.
    8. The Seller acknowledges that any and all liabilities arising in connection with any manufacturing defect, inferior quality, unavailability of stock, undue delay in shipment, or any other fault/shortcoming related to products or services provided by Seller including but not limited to infringement of intellectual property rights of any third party, shall be to the Seller’s account and BigTrade shall not be liable for the same in any manner whatsoever. The Seller agrees to keep BigTrade harmless and indemnified in this regard.
    9. The Seller shall deliver the sold products to BigTrade Logistics Partners or ship it directly to the customer ( if prior approval has been obtained from BigTrade) within 2 working days unless higher lead time has been prior approved by BigTrade, clearly confirming with Buyer and specifically included in the delivery terms for a particular order.
    10. The Seller shall be responsible for all after sales service of the sold product and to resolve any customer complaint regarding product quality and warranties. BigTrade shall not be liable for the same in any manner whatsoever and the Seller agrees to keep BigTrade harmless and indemnified in this regard.
    11. All tax related liabilities and other statutory documentation including but not limited to Excise Duty/Custom Duty, Sales Tax, GST, Octroi, KYC, etc. relating to the sale of the product shall be responsibility of the seller. BigTrade shall not be liable for the same in any manner whatsoever and the seller agrees to keep BigTrade harmless and indemnified in this regard.
    12. Seller shall 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. BigTrade shall not be liable for the same in any manner whatsoever and the Seller agrees to keep BigTrade harmless and indemnified in this regard.
    13. The Seller shall ensure that the product pricing on BigTrade will be competitive compared to the price offered through other ecommerce platforms including Seller’s own site. It shall be such as to allow the Buyer to make a reasonable margin after selling the product to the retail customers at a market operating price.
    14. The Seller agrees to bear the cost of both the forward shipping and reverse shipping for the items returned or rejected by Buyer due to manufacturing related claims or in the event product being delivered is significantly different from its listing description( unless modified in the order description). The Seller agrees to be bound by BigTrade Return Policy to accept the items returned by Buyers.
    15. The Seller agrees to respond to RTO orders forwarded to him/her within 48 hours. All the RTO orders, once approved by BigTrade shall be sent directly back to Seller. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy Seller must respond within 48 hours to BigTrade Support.
    16. The Seller agrees to pay the selling service fee if the Seller is unable to fulfill a confirmed order as per agreed timelines.
    17. The Seller acknowledges that all the payments by BigTrade to the Seller shall be after deduction of any money due from the Seller to BigTrade including but not limited to selling fees, fulfillment fees and return charges against any orders. However, non-charging of any accrued fees, expenses etc in the corresponding payment cycle does not constitute waiver of the same, unless expressly confirmed by authorized BigTrade representative in writing.
    18. Seller agrees to pay processing fee (2 to 8%) on the  order value. This commission structure may be changed by BigTrade at anytime without advance notice. However, the revised rates shall be applicable for future sales only as will be communicated by BigTrade.
    19. Sellers agree that BigTrade shall not be responsible for any losses occurring to Seller due to revised negotiated rate duly accepted by him and he shall fulfill the order on the negotiated rate as accepted by him using BigTrade technology. BigTrade shall deduct all applicable fee as per agreed price from the negotiated price ( final selling price) from merchant payout.

Seller’s Representation & Warranties  

The Seller hereby represents and warrants that:

  1. It has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
  2. Its execution, delivery and performance of this Agreement, and BigTrade’s 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.
  3. It has necessary legal rights to publish the products, pictures, data and other details published by the Seller on BigTrade 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 BigTrade which may result in a third party claim against BigTrade or its directors, members officers, employees or other Sellers/Vendors.
  4. It will comply with all applicable Central Laws, State Laws, By-law/regulations of the concerned municipality and other statutory bodies in its performance of this Agreement in connection with the offering, sale, shipment and payment receipt of all products and services offered and/or sold through BigTrade.

Shipping

BigTrade believes that Shipment is a critical part of the business proposition for Merchants. To this end, the BigTrade’s Shipment Policy is meant to ensure smooth, prompt shipment of the right products in good condition and at competitive rates. Except for Buyer arranged Pickup, transit related risk of damage to goods or short shipment shall be endeavored to be minimal and any losses on these accounts would in any case not need to be borne by the Buyer.

‘Logistic Partner’ shall mean a logistic service provider approved by BigTrade Infosystems Private Limited. You are requested to read the following points carefully before booking the consignment:

Logistic Partner accepts documents for shipping from one destination to other. You may carefully note that your consignment must not contain any letter of communication which will infringe the Indian Postal Act 1983. We accept parcels in good faith that they do not contain anything, which will violate the law.

  1. While the buyer pays for the forward shipment in general, in case of disputes where the goods are returned to the Seller, the following terms shall apply depending upon the type of shipment
Shipment TypeForwardReturn
BigTrade ArrangedCost borne by BuyerCost borne by Seller
Seller ArrangedCost borne by BuyerCost borne by Seller
Buyer ArrangedCost borne by BuyerCost borne by Seller

The above terms shall apply only to Returns falling under the purview of Buyer Protection Policy. For returns outside the purview of Buyer Protection, shipping cost may be borne by either party as decided mutually amongst them.

  1. All orders received shall be attempted to be Shipped within 2 working days and delivered within 7 days, unless specified otherwise. Actual shipping and delivery time may vary depending on availability, distance, land/air connectivity of Seller and Buyer’s location, packed weight/dimensions of goods etc. The above shipping time shall not apply to goods that are sold with a pre-communicated SLA of more than 2 days.
  2. Shipping charges may vary depending upon product, weight, distance, dimensions and any other relevant criteria.

Returns

    1. The objective of the Returns Policy is to facilitate smooth & efficient sales transactions using BigTrade, ensure that goods are shipped as per Product description in the Catalog, in Quantity ordered by Buyer and confirmed by Seller, within Timelines specified in BigTrade’s Shipment Policy, and complying with other generally accepted specifications for the category. It is meant to be both a Buyer Protection as well as Seller reassurance as to the specific conditions under which goods are returnable and the liability thereof.
    2. Buyers are provided hassle free protection as described under it’s Buyer Protection Policy. As such, all claims/Returns/Replacements shall have the following policy and process.
    3. Upon receipt by Buyer of Returnable Goods as listed above, Buyer has 3 calendar days to communicate to BigTrade and Seller that Goods received are returnable. Buyer shall need to furnish the following in order for a Returns Claim to be considered :
      1. Copy of Confirmed order
      2. Original Invoice
      3. Copy of Docket
      4. Quantity and Date of Goods received
      5. Few photos of Returnable Goods for ease of comprehension

Complaints within the purview of Buyer Protection shall enjoy Easy Return/Replacement. This includes Full/Partial Return/Replacement.

  1. In case no consensus is reached within 7 calendar days from date of claim complete with supportings #1-5, BigTrade shall take a decision on the claim which shall be final & binding on all concerned parties.
  2. Reverse shipment of Affected Quantity to Seller, Seller account debited to extent of Sales Value of affected quantity and corresponding Buyer payment reversed. In such case, Goods returned should be in condition and quantity as shipped by the seller. The reverse pick-up shall be arranged by BigTrade or the Seller depending upon who had arranged the onward shipment without the Buyer having to bear the cost.
  3. In certain cases, typically for small value of returns, where reverse shipment cost is expected to be similar to Value of Goods, Seller may decide to simply write-off Affected Goods without actual reverse shipment. However, accounting treatment would be same as in a).
  4. Discount given to Buyer on affected Quantity of shipment without any reverse shipment, Seller account debited to the extent of discount and corresponding Buyer payment reversed.
  5. Replacement of the Affected Goods with Proper Quality of Goods.
  6. Cost of reverse shipment, discount paid, Price difference if any (in case of Replacement) and BigTrade’s loss of commission shall be on Seller’s account if Returns are found to be due to Seller’s fault. In cases, where shipment is arranged by Seller and claim arises thereof, Seller shall be responsible for damages.
  7. In case of RMA (ie goods return requested subsequent to taking delivery of goods) cost of reverse shipment shall be decided case to case basis.
  8. In case of high proportion of Returns, or in other exceptional cases, BigTrade may decide to impose additional penalty upon Seller or even block the Seller permanently.
  9. The decision of BigTrade in regards to responsibility & quantum of liability shall be final & binding upon the seller.

 

Indemnity

The Seller agrees to defend and hold BigTrade 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 Seller of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of BigTrade as available on BigTrade. In the event of any third party claim in relation to the products being traded by the Seller on BigTrade which is caused due to default of Seller, the Seller shall, on demand pay liquidated damages of INR 400,000 or the total value of the claim made and legal charges incurred by BigTrade defending such claim, whichever is higher. This shall be in addition to and not in derogation of any other rights and remedies that BigTrade may have under law, this MOU or equity.

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

Seller acknowledges and agrees that BigTrade may at its sole discretion hold, suspend or debit an amount from Seller’s payment as compensation, in the event Seller has been found to be in breach of its obligations or warranties under this MOU or it has been alleged by a third party that the Seller is in breach of policies of BigTrade.

Seller acknowledges that the aforesaid remedies shall be addition to the right of BigTrade to terminate this MOU forthwith without any notice to Seller.

Termination

Without prejudice to any other remedies both Parties shall have the right, at any time, to terminate this MOU forthwith, by giving a 30 days’ notice in writing to the other Party.

Governing Law & 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 Bangalore, India.

Assignment

Seller shall not be entitled to assign its rights and obligations under this MOU without prior written consent of BigTrade.