This Merchant Agreement ("Agreement") is entered between Merchant/Seller (You or the entity you are representing), and NSI Infinium Global Pvt. Ltd. (trading as Infibeam.com) (hereinafter referred to as "Infibeam"), a website owned by a NSI Infinium Global Private Limited located at Ahmedabad, Gujarat, India.
The agreement shall be valid and binding on both the parties until it is terminated by either party by giving 30 days prior written notice to the other party without assigning any reason whatsoever for such termination.
Infibeam may terminate this Agreement in case of breach of any of the provisions of this Agreement by the Merchant, if the Merchant does not proceed to cure the breach within ten (10) days after receipt of a written Notice of the breach.
Either party may terminate this Agreement with immediate effect upon written notice in the event that the other party abandons its responsibilities under this Agreement, becomes bankrupt or insolvent or files any proposal or makes any assignment for the benefit of creditors, or an order is made for its winding up or a receiver is appointed for substantial part of its property
On termination of this Agreement, all outstanding obligations of the parties under the terms of this Agreement shall continue to subsist until the same are fulfilled / realized in totality.
Once commercial terms are mutually agreed by the parties and same will be in writing, signed and sealed by both the parties. The registration shall be considered complete on receipt of 2 copies of which are duly sign and seal and executed by the Merchant. Infibeam will duly execute one copy for merchant record and reference.
Before a Merchant/Seller lists an item on website, the Seller needs to find out if the item is allowed to be sold on the website and if the type of item is subject to certain restrictions, to avoid potential issues with Seller listing. As a Seller, you are ultimately responsible for making sure that Selling an item is legal under applicable laws. By entering under this Agreement, Merchant represent that it shall not list any products which are prohibited under law Violations of this Policy may result in a range of actions, including but not limited to the following: (a) listing cancellation; (b) limits on account privileges; (c) account suspension; and/or (d) loss of special status.
Product listing fees will be decided during the final negotiation of the commercial terms. Infibeam may waive off the same at its sole discretion for a particular period. The said particular period will be decided by Infibeam. Further on completion of that particular period and depending upon the performance, the listing fees may be decided from time to time.
Listing fee will be issued in favour of NSI Infinium Global Pvt. Ltd. and sent to the below mentioned address:
Subject: Listing Fees (Your/Company Name)
9th Floor, 'A' Wing Gopal Palace,
Nehrunagar, Ahemdabad, 380015
Fulfiller ties up with one or more courier agencies for delivery to customer. Fulfiller will be accountable for ensuring delivery to the customer as promised based on their agreement with the courier agency. In cases of Merchant being the fulfiller, the Merchant will not insert any sort of marketing, promotional or any other merchant personalized information with the ordered product; non-compliance of the aforesaid will amount to breach of the agreement and thereby Infibeam may terminate this agreement without any notice.
Merchant will provide frequent price updates (including discount and promotion information) in pre-agreed digital formats (XML, Excel) with sufficient time (can vary from 1 hour to 1 working day based on the catalogue size) for publishing to the Infibeam.com website. Until a new price update is provided to Infibeam.com, Merchant will abide by the earlier price provided.
The commercial terms shall be subject to change on expiry of every 12 months on mutually agreed terms. If for any reason commercial terms are not revised then in such cases the existing terms shall be applicable unless they are revised.
At all times customer database will remain the sole property of Infibeam. Any customer database shared by Infibeam with the Merchant will be used by the Merchant only for the purpose described in this policy. Use of the customer database for any other purpose will amount to beach of this policy and thereby Infibeam may this agreement without any notice
It shall be the responsibility of Merchant to provide accurate and legitimately acquired or created Catalogue Data to Infibeam for uploading and selling through its website. Merchant will also provide appropriate content in pre-defined Infibeam.com digital formats (XML, Excel) for listing their products on Infibeam.com. If the content is not in suitable format Infibeam & Merchant will work out a separate agreement for the effort involved in digitizing the product information.
Prior to commencement, Merchant will provide Infibeam and/or its designated affiliates with required data feeds, which are not restricted to Inventory availability, Product Price, Delivery Estimates and Order acknowledgment. Product information for each product that Merchant wishes to make available for sale on Infibeam.com any and all the Affiliate sites which managed, operated, powered by Infibeam.com will be provided. Thereafter, Merchant will be solely responsible for providing daily updated data feeds and information and will do so using the data feeds in Infibeam.com designated format. Further, Merchant will be solely responsible for all products and services offered or sold to Infibeam or Infibeam customers are so offered and/or sold in compliance with all applicable law
Merchant will provide frequent inventory updates (and information about product discontinuation) in pre-agreed digital formats (XML, Excel) with sufficient time (can vary from 1 hour to 1 working day based on the catalog size) for publishing to the Infibeam.com website. Non-availability of any product will be intimated to Infibeam by the Merchant within 24-48hrs of such non-availability or on receipt of such request from Infibeam.
Fulfiller will provide Order Status Updates on regular basis according to Delivery date selected by the customer. If fulfiller fails to provide Order Update after 24 hours of the dispatch date or query raised by Infibeam.com, then Infibeam.com reserves all rights to take further actions to satisfy the customers.
Fulfiller will provide frequent delivery time updates (and information about order processing) in pre-agreed digital formats (XML, Excel) with sufficient time (can vary from 1 hour to 1 working day based on the catalog size) for publishing to the Infibeam.com website. The Fulfiller agrees to make product available to Infibeam.com (vendor relationship) or customer (fulfiller relationship) within the delivery time as agreed upon either as a whole or at the item level. Fulfiller agrees to abide by this promised delivery time at all times.
Any products that contain manufacturing defects, return of such product shall be accepted by the Merchant on intimation of the same by Infibeam at any give point of time.
Invoicing: Merchant will raise an invoice in the name of "NSI Infinium Global Pvt. Ltd." at the end of the credit period that is mutually agreed by the parties for all ordered successfully fulfilled by the Merchant to Infibeam or Infibeam's customers.
Payments: Infibeam will make payments to the Merchant within 7-10 working days from the date of receipt of the Invoice for all the successfully fulfilled orders by the Merchant in that payment cycle.
Infibeam will be responsible for all customer issues concerning the Infibeam.com Site and orders placed on Infibeam.com Site, and Merchant will refer all customer communications concerning the Infibeam.com site to [email protected] Merchant will be responsible for all customer issues concerning the digital content provided to Infibeam.com, and Infibeam will refer all customer communications and any delivery issues concerning orders fulfilled by Merchant to Merchant Customer Service.
At any given point of time in one payment cycle if it is found by Infibeam that Merchant has defaulted by more than 10% of the orders supplied to Infibeam or Infibeam customers i.e. products are defective, damaged, delayed for any reason whatsoever then in such cases Merchant shall bear all the expenses that are borne by Infibeam or directly by Merchant with regard to refund, replacement, courier costs or any other required to retain the customer. Infibeam will not be liable to make payment for such disputed orders.
Merchant is not permitted to include any brand names or company logos in their listings other than the specific brand name authorised by the original manufacturer to be used for products being sold by Merchant under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose Merchant to legal liability. Further, Merchant shall not be permitted to use the following words or phrases in their display names or listings: - a. Infibeam (including all cognate & grammatical variations thereof); b. Infi (including all cognate & grammatical variations thereof); c. BuildaBazaar (including all cognate & grammatical variations thereof); d. Indent (including all cognate & grammatical variations thereof); and e. Incept (including all cognate & grammatical variations thereof).
Seller shall comply and ensure that with the following Code of Conduct at all times. Infibeam reserves the right to blacklist the Seller or to make Seller pending if found violating any of the conditions. Seller must comply with all applicable laws and regulations (“applicable laws and regulations”). Infibeam has no tolerance for bribery or corruption in any aspect of its business. Infibeam’s policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement or money laundering. Infibeam is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards. Parties shall not participate in, facilitate or permit any form of corruption, bribery, kickback, extortion, embezzlement or money laundering, whether with respect to public officials or to any other person. Parties shall comply strictly with all applicable laws and regulations and with Infibeam’s policy set forth herein. Seller shall respect the intellectual property rights of others and shall comply with applicable laws and regulations related to patents, copyrights, trademarks and trade secrets. Seller shall safeguard Infibeam’s confidential and proprietary information. This obligation includes using commercially reasonable means to safeguard information technology systems on which Infibeam’s information is stored or transmitted. In addition, Parties shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.
Merchant will defend, indemnify and hold harmless Infibeam and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Merchant representations, warranties, or obligations, responsibility set forth in this Agreement; or (ii) Merchant own website or other sales channels, the products Merchant sell, any content Merchant provide, the advertisement, offer, sale or return of any products Merchant sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products Merchant sell or content Merchant provide. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity. Further, Merchant shall indemnify and hold harmless to Infibeam and their subsidiaries, affiliates, successors, assigns, and their officers, directors, shareholders, employees and agents harmless against any material claim, liability, demand, loss, damage, legal cases, judgment or other obligation or right of action, which may arise as a result of: a) Breach of any provision of this Agreement by Merchant; b) Misrepresentation by Merchant to Infibeam or third Parties; or c) Anything done or omitted to be done through the negligence or otherwise, default or misconduct of Merchant or of its officers, directors, employees or agents. d) Breach of third party Intellectual Property right.
Each party's liability to the other for any causes whatsoever shall be for direct damages only and shall be limited in the aggregate to the Basic transaction only. This limitation shall apply regardless of the form of action, whether in contract or tort, including negligence, or any other form of action. In no event shall either party be liable to the other party for any damages resulting from loss of data or use, lost revenues, lost profits or special, incidental, indirect on consequential damages
Each Party shall exclusively own its respective trademarks, service marks, copyrights, trade secrets, patents and any other intellectual Property and no party will have any claim or ownership to the Intellectual Property of the other by virtue of this Agreement. Neither party will take any action or make any claim to any intellectual property belonging to the other party, whether during the term or thereafter, which is inconsistent with the terms of this agreement. Further Merchant hereby grants to Infibeam, during the term, a worldwide, non-exclusive, royalty free, revocable rights and license to use, transmit, publicly display on line, store, copy and distribute Merchant's content, service names and other proprietary materials supplied by Merchant as is reasonably necessary to perform its obligations under this Agreement.
Each Party agrees that it will not without the consent of the other, disclose the provisions contained herein to any third party, other than as may be required by law in connection with legal, administrative, or to attorneys, accountants and consultants that have retained to represent them in connection herewith and are bound by this clause.
Each Party represents and warrants to the other that: (a) it has all right, power, and authority necessary to enter into this Agreement and perform its obligations hereunder; and (b) it will comply with all applicable laws, regulations, orders and other requirements of any governmental authority in its performance of this Agreement.
Neither Party shall be liable for any loss or failure to perform any obligation under this Agreement due to causes beyond its reasonable control provided that the party seeking to rely on this clause has taken reasonable precautions to stop the force majeure event arising. Should such circumstances continue for more than ninety (90) days, then either party may terminate this Agreement.
Any notice or other communication required or permitted to be given between the parties shall be in writing and duly addressed to the signatories through their designation at their address first above mentioned, through E-mail, Registered Post with Acknowledgement Due, Speed Post Due, Courier Service and/or fax or to such other address as may be notified in writing.
Merchant shall not be entitled to assign or transfer all or any of its rights, benefits or remedies under this Agreement at any time and to any other company without the prior written consent of Infibeam. Infibeam may assign any of its responsibilities, rights or benefit to any third party or its affiliates except its payment obligation towards the Merchant.
Any disputes arising out of or in relation to this Agreement, during its subsistence or/and after its termination in any manner whatsoever, including the validity of this Agreement or interpretation or implementation of any provision hereof, shall, unless resolved amicably by and between the Parties hereto, be referred to a panel of three arbitrators and the proceedings shall be adjudicated under the Arbitration and Conciliation Act, 1996 or any re-enactment or modification thereof. Each Party shall appoint an arbitrator and the arbitrators so appointed shall appoint the third arbitrator. Proceedings of such Arbitration shall be held at Ahmadabad and shall be conducted in English language and the Courts at Ahmadabad have jurisdiction
This agreement shall be construed in accordance with the laws of India. In respect of all matter/ Disputes arising out of, in connection with or in relation to this agreement, Only competent court at Ahmedabad Gujarat shall have jurisdiction, to exclusion of all the other courts
This agreement shall not be construed as constituting a partnership, agency or a joint venture between the Parties hereof in any manner.
The website is controlled by Infbeam and Infibeam reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information to the Merchant or users of the services. Merchants are bound to understand the terms and conditions before accessing to infibeam.com and using the service provided by Infibeam. Merchant continuous use of the same after the reviewing the terms and conditions will be consider as Merchant acceptance of the said revised terms and conditions and same shall be legally binding.
THIS CLAUSE SHALL BE APPLICABLE TO ANY PERSON, COMPANY, INDIVIDUAL OR ENTITY WHO HAS ENTERED INTO THIS MERCHANT AGREEMENT AND OTHER RELATED SERVICES PROVIDED HEREIN. THE INFORMATION CONTAINED IN THESE TERMS AND CONDITIONS HAVE BEEN PROVIDED SPECIFICALLY FOR THE PURPOSE OF OFFERING THE SERVICES MENTIONED IN THIS MERCHANT AGREEMENT AND THE SAME IS ACKNOWLEDGED AND DULY SIGNED BY MERCHANT. INFIBEAM DOES NOT HAVE ANY METHOD TO ASSESS OR VERIFY THE VERACITY OF INDIVIDUAL'S OR ENTITY'S OR THIRD PARTY'S PRODCUCT AND SERVICES WHICH ARE OFFERED UNDER THIS AGREEMENT. MERCNAHT FURTHER AGREE AND ACKNOWLEDGE THAT MERCHANT ALONE SHALL BE HELD RESPONSIBLE FOR ANY PROFIT OR LOSS INCURRED DURING THE TERM OF THIS AGREEMENT.