TheKalpa.in Vendor Agreement
This Vendor Agreement (“Agreement”) is made and entered into on this _ day of, 20, by and between TheKalpa.in, a company registered under the laws of India with its principal place of business at Jayanti Nagar, Durg, Chhattisgarh (hereinafter referred to as “TheKalpa.in” or “Platform”), and {Vendor Name}, a [Vendor Legal Structure (e.g., Proprietorship, Company)] incorporated/established in [Vendor Jurisdiction] with its principal place of business at [Vendor Address] (hereinafter referred to as “Vendor”).
WHEREAS, TheKalpa.in operates an online marketplace at www.thekalpa.in that allows third-party vendors to sell their products to consumers;
AND WHEREAS, the Vendor wishes to sell products on TheKalpa.in and TheKalpa.in agrees to allow the Vendor to sell products on its platform under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Registration and Acceptance
1.1 Registration: To become a Vendor on TheKalpa.in, the Vendor must register for an account by providing accurate and up-to-date information as requested by TheKalpa.in. This involves providing accurate and complete information. The Vendor is responsible for maintaining the confidentiality of their account information, including username and password.
1.2 Acceptance: By registering as a Vendor on TheKalpa.in, the Vendor agrees to abide by the terms and conditions of this Agreement.
1.3 Account Responsibility: The Vendor is solely responsible for all activity under their account.
1.4 Prohibited Products: The Vendor may not sell products that are prohibited by the Indian Penal Code, 1860, or any other applicable Indian law, violate intellectual property rights, or are unsafe or hazardous.
1.5 Legal Compliance: The Vendor agrees to comply with all applicable Indian laws and regulations in connection with its use of the Platform, including the Consumer Protection Act of 2019 and the Information Technology Act of 2000 (and its amendments).
2. Vendor Obligations
2.1 Compliance: The Vendor shall comply with all applicable laws and regulations in India, including but not limited to the Consumer Protection Act, 2019, the Information Technology Act, 2000, and any other relevant legislation.
2.2 Product Listings: The Vendor shall provide accurate, complete, and legal descriptions, prices, and images of the products. The Vendor warrants that all products listed are genuine, not counterfeit, and are of merchantable quality.
2.3 Competitive Pricing: The Vendor agrees to list their products at competitive prices and to keep their listings up-to-date.
2.4 Inventory and Fulfillment: The Vendor is responsible for maintaining inventory levels and fulfilling all orders placed through TheKalpa.in for their products in a timely and professional manner. The Vendor shall ensure timely shipping and delivery of products to customers.
2.5 Customer Service: The Vendor shall provide excellent customer service to their customers in accordance with the Consumer Protection Act, 2019. This includes responding to inquiries promptly, resolving disputes fairly, and fulfilling orders as promised. The Vendor shall address customer complaints, returns, and exchanges in accordance with TheKalpa.in’s policies and applicable law.
2.6 Product Removal: TheKalpa.in reserves the right to remove any product listings that violate this Agreement, Indian law, or that are deemed inappropriate for the Platform.
3. TheKalpa.in Obligations
3.1 Platform Services: TheKalpa.in will provide the Vendor with access to its online marketplace to list and sell products.
3.2 Payment: TheKalpa.in will process customer payments and remit the proceeds to the Vendor, after deducting applicable fees, within the agreed timeframe.
3.3 Support: TheKalpa.in will provide reasonable support to the Vendor, including technical assistance and customer service support.
4. Payments and Fees
4.1 Commission: TheKalpa.in will charge a commission of 8% on each sale made through the Platform, allowing the Vendor to receive 92% of the product price. The Vendor is responsible for setting the prices for their products.
4.2 Shipping Costs: Shipping costs will be borne by TheKalpa.in unless otherwise specified.
4.3 Return Shipping Cost: Please note that all return shipping costs associated with customer returns will be borne by the respective vendor.
4.4 Taxes: Any applicable taxes on the sale will be collected and handled by TheKalpa.in. The Platform will comply with the Goods and Service Tax Act, 2017 (and its amendments) for all applicable taxes.
4.5 Payment Terms: Payments to the Vendor will be made after the product status is marked as completed and the return period has lapsed. There is a minimum withdrawal limit of Rs. 1000. The amount will be directly transferred to the Vendor’s bank account with no transaction and withdrawal charges.
5. Intellectual Property
5.1 License: The Vendor grants TheKalpa.in a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Vendor’s trademarks, logos, and product images to promote and sell the Vendor’s products on the Platform.
5.2 Ownership: The Vendor retains all rights to their intellectual property. TheKalpa.in acknowledges that it does not acquire any ownership rights in the Vendor’s intellectual property.
5.3 Non-Infringement: The Vendor agrees not to infringe upon the intellectual property rights of any third party.
6. Confidentiality
6.1 Confidential Information: Both parties agree to keep confidential any non-public information disclosed by the other party during the term of this Agreement. This includes, but is not limited to, business plans, financial information, and customer data.
6.2 Non-Disclosure: The parties agree not to disclose any confidential information to third parties without prior written consent from the disclosing party, except as required by law.
7. Term and Termination
7.1 Term: This Agreement will commence on the effective date and will remain in full force and effect until terminated by either party as set forth herein.
7.2 Termination: Either party may terminate this Agreement with 30 days’ written notice to the other party. TheKalpa.in may terminate this Agreement immediately if the Vendor breaches any term of this Agreement.
7.3 Post-Termination: Upon termination of this Agreement, the Vendor will no longer be able to sell products on the Platform. TheKalpa.in may also remove the Vendor’s product listings.
8. Limitation of Liability
8.1 No Liability for Indirect Damages: In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.
8.2 Maximum Liability: The maximum liability of TheKalpa.in under this Agreement shall not exceed the total fees paid by the Vendor to TheKalpa.in during the six-month period immediately preceding the event giving rise to the claim.
9. Governing Law and Dispute Resolution
9.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of India.
9.2 Jurisdiction: Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Durg, Chhattisgarh.
9.3 Dispute Resolution: The parties shall first attempt to resolve any dispute through amicable negotiations. If the dispute cannot be resolved through negotiations, it shall be referred to mediation before a mutually agreed mediator. If mediation fails, the dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
10.2 Amendment: We may amend this Agreement at any time by posting the amended Agreement on the Platform. Your continued use of the Platform after the amended Agreement is posted will constitute your acceptance of the amended Agreement. Any other amendments may be made only by a written instrument signed by both parties.
10.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
10.4 Waiver: No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
10.5 Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service to the addresses set forth above.
10.6 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, labor disputes, fires, floods, earthquakes, or governmental actions.
10.7 Assignment: This Agreement may not be assigned by the Vendor without TheKalpa.in’s prior written consent. TheKalpa.in may assign this Agreement at any time without notice to the Vendor.
10.8 Headings: The headings used in this Agreement are for convenience only and shall not be considered part of this Agreement and shall not affect its interpretation.
10.9 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Vendor Agreement as of the day and year first above written.
[Vendor Name]
[Vendor Title]
[Vendor Signature]
[TheKalpa.in Representative Name]
[TheKalpa.in Title]
[TheKalpa.in Signature]
Information of TheKalpa.in’s representative and Vendor’s details will be updated once the registration request is approved and we will send a copy of this agreement to the respective vendor’s email.