The Seller agrees to the following Terms & Conditions when their products/services are listed on Unique Kart, owned & operated by Vanity Ventures, hereafter called BizEdge Disha.
- Obligations of the Seller
The Seller agrees to give BizEdge Disha information regarding their products/services that need to be listed as per the agreed formats from time to time.
The Seller agrees to deliver the product as agreed in the commercial contract with BizEdge Disha and give proof of delivery to BizEdge Disha on or before the 2nd of every month. BizEdge Disha reserves the right not to pay the Seller if the proof of delivery is not provided within the time limits agreed.
The Seller agrees that all information/business knowledge that is generated by BizEdge Disha is the property of BizEdge Disha and the Seller has no right over the same.
BizEdge Disha confirms the confidential nature of the engagement and shall hold in strict confidence all information that it becomes privy to as part of this contract strictly confidential and shall not disclose, show, copy it to any third party without the prior written consent of the Seller, except when it is required to be disclosed to meet the objectives of this agreement. Such information, including any primary or secondary data and analysis thereof shall always remain the property of the Seller.
This entire clause shall not apply to any of information, which either party is required by law to disclose or which is in the public domain.
This agreement is exclusive & is valid for a period of 36 months. Either party can terminate the agreement by giving a 3 months’ notice, post twelve months of lock-in from either side. BizEdge Disha will be eligible to all fees and expenses incurred, including the fees and expenses incurred during the notice period. This agreement can be extended thereafter for further periods by mutual consent.
While BizEdge Disha cannot guarantee the performance obligations of the commercial business partner(s), agents & other personnel, etc. through whom deliverables of this agreement may be executed, they will monitor performance of the obligations committed by the partner(s) as per the agreement with each of them. However, BizEdge Disha will assist the Seller in negotiations & in resolution of the disputes with the partner(s) in the event of any breach of contract.
The Seller shall indemnify and keep indemnified, at all times BizEdge Disha, its directors, agents, partners and employees against any or all claims, demands, losses, costs, fines, penalties, expenses, fees (including advocate’s fees), liabilities (including any investigative, legal and other expenses, incurred in connection with, and any amounts paid in settlement of any pending or threatened legal action or proceeding), judgments, assessments, obligations, damages, etc. incurred or suffered by the party due to breach by the other party on any of the provisions of this Agreement or otherwise.
- Product & Service Liability
BizEdge Disha will not be responsible and will be completely indemnified for any costs, expenses, charges, losses, claims, damages, liabilities, demands, actions, suits, proceedings or investigations paid, suffered or incurred by, or made or instituted against, any one or more of the indemnified persons/firms/companies and its associates/affiliate firms and companies arising out of, or in connection with, the quality of the clients products, service delivery, warranty and any claims arising out of, or beyond the scope of, this agreement and consequences thereof.
- Force Majeure
Both Parties shall have no responsibility or liability with respect to any failure or delay in the performance of their obligations under this Agreement, if such failure or delay in performance is due to any cause beyond their reasonable control, including but not limited to, acts of God, flood, fire, strike, industrial unrest, war, insurrection, riot/civil disorder, natural calamities or any other, decree, law or regulation of any court.
- Dispute Resolution
In case of any dispute between the parties, either party shall give in writing, the dispute to the other party, and if it is not resolved within 15 days, then the same shall be resolved by reference to arbitration, and such arbitration shall be conducted by a Sole Arbitrator under the aegis of the Arbitration Centre-Karnataka (Domestic and International). In the absence of a consensus between the parties as to the name of an arbitrator from amongst the empanelled list of arbitrators at the said centre, the appointment may be made by the appropriate appointing authority under the Centre’s Rules.
Notice shall be given to:
M/s Vanity Ventures Private Limited,
“#16/1, 2nd Floor, Church Road,
Opp. St. Michael’s Church, Shanti Nagar,
Bangalore – 560027.
Phone: +91 80 22224976, 22244370
E-mail: [email protected]
- Law & Jurisdiction
The engagement will be subject to Indian law and jurisdiction and the terms of this agreement shall remain enforceable on parties, their successors and assigns. The Parties agree to subject themselves to the exclusive jurisdiction of the courts in Bengaluru.