This Seller Agreement (hereinafter referred to as “Agreement”) is entered into on (insert date)(hereinafter referred to as Commencement)

between Aysu Initiatives,having its registered office at B-401,Guruvatika,Plot-D1,Sec-12,Kharghar,Navi Mumbai-410210 (hereinafter referred to as “We”, “Us” or “Our”)

and

____________________,(name) having its registered office at _________________(hereinafter referred to as “you” or “your”)

This Seller Agreement enunciates the terms and condition that govern your access to and use of our service at our domain. By registering and using our service, you agree to abide by the terms and conditions of this Agreement

• Business day shall mean such day of the week beginning from Monday and ending on Friday and excludes public holidays as declared in the State of Maharashtra.
• Catalogue shall mean any and all Catalogue data or information including but not limited to price, product specification, image and so, in a format mutually agreed upon by the Parties in relation to the product provided by you to Us.
• Commencement shall mean a contracted date on which the Agreement embodies into a contract, thus facilitating inception of transaction, for which the Agreement was entered, and accrual of rights and liabilities thereunder.
• Confidential Informationshall mean all business or technical information, whether it is received, accessed or viewed by other Party in writing, visually, electronically or orally. Confidential Information shall include, without limitation, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, intellectual property, know-how and trade secrets."Confidential Information" also includes all such business or technical information of any third party that is in the possession of discloser. Notwithstanding the foregoing, any information disclosed by the Parties shall be considered Confidential Information, if such information (a) is conspicuously designated as "Confidential" or would reasonably be regarded as being of a confidential nature, or (b) if provided orally or visually, is identified as confidential at the time of disclosure, or would reasonably be regarded as being of a confidential nature.
• Customer shall mean any individual, group of individuals, firm, company or any other entity placing an order for Product at the Platform.
• Defect shallmean any shortcoming, defect, default in the quality, quantity, potency, purity or standard of product which is required to be maintained under any law in force, or under contract either expressly or impliedly or as claimed at the time of its marketing or as required to serve the purpose for which product has any commercial value.
• Local currency shall mean Indian Rupee and may even bear? symbol.
• Parties is a term used when there is a reference to both you and us.
• Product shall mean any item, artefact, commodity or thing which you seek to contract with us to undertake marketing or facilitate its commercial transaction by exhibiting the same on our Platform.
• Platform shall mean a structure that allows multiple products to be built within the same technical framework and in this Agreement it refers to the (BengalSouk).
• Sites hall mean and refer to the domain name (BengalSouk.com).

• Unless the context provides otherwise, reference to a singular work shall also be taken in its plural form, vice versa.
• Words which import a particular gender includes all gender;
• Terms and expressions not defined in the Agreement shall be assigned such meaning which is in conformity with the trade usage and common knowledge.
• Any reference to Site or website shall be taken having synonymous expression.

• We are engaged in the business of providing an online shopping platform for sale and distribution of Products relating to the Bengali community under various categories through this Site.
• We provide you with a Platform through which you shall create and upload a Catalogue for sale and distribution of Product through the Site, monitor and update order information received by Us.

• The orders that we receive at our domain name www._____________ shall be forwarded to you via email address registered with us, specifying you the particulars thatare essential to fulfil your obligation. Upon receipt of the order, you shall endeavour to deliver it at the address specified within a period stipulated on the Site. In the event there is a default in the delivery within the stipulated period, unaccompanied by reasonable justification, then you shall be subject to a reasonable sum of amount as fine as stipulated in Schedule A. In the event the delay in delivery results in cancellation of the order, then you are bound to return the amount that has been given to you to fulfil the order request within 5 (five) days from the cancellation of the order. Any default in the same shall be considered material breach of this Agreement and shall entitle us to take all necessary actions against you, including but not limited to those available under law and equity.
• A duty is cast upon you to ensure that the product complies with the order specification. In the event, the product does not comply with the specification of the order, we and/or customer reserve the right to return the good. Further, you are bound to pass on any warranty/guarantee accompanied with the product to the customers.
• If there is any Defect affecting the quality of the product, then you are bound to refund or replace the same, depending upon the request that is put forth by the customer.We shall arrange to provide adequate infrastructure to undertake the transaction of picking it up and delivering the same. However, the duty is upon you to ensure that good is made out of any such Defect. You shall indemnify us that charges that we have incurred in lifting and delivering the product to you.

• You agree to provide us with a royalty free, non – exclusive and irrevocable right and license to use, perform, display, distribute, adapt, modify, re-format, create derivate works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your product to us and any of our associate, subsidiary, affiliate and operators. You undertake and warrant that no such mark or product infringes any intellectual property right of any third party. In the event any third party brings about any action for infringement of its intellectual property, you shall solely be held responsible for the same and we shall in no manner be made a party to such action/suit.
• You agree that any and all data pertaining to the behaviour of the Customer on the Site, shall belong solely to the Site and that you, at no point in time, shall claim ownership of such data.

• You represent and warrant to us that:-
• You are a business having required legal validity to undertake such activity
• You agree to abide by the terms and condition enumerated in this Agreement
• You possess all necessary licenses and approvals from appropriate authorities;
• You have a valid right, power and authorisation to enter into such agreement and to undertake any obligation under this agreement,
• You shall strictly refrain from delivering any promotional material that would adversely affect our and our customers interest.
• You shall not deal in any product that is explicitly banner or prohibited by the law.
• You shall not deal in any product, dealing of which has an adverse bearing on intellectual property rights of any party.
• You agree to indemnify us from any claim or losses that may arise against us due to any of your act or omission,
• Any information that is provided to us is accurate and complete
• You shall provide us true, accurate and sufficient information about the product, which would enable the customers to make informed decision. If there is any default in complying with this clause then it would amount to misrepresentation.
• You shall be solely responsible for the quality, quantity, warranty, guarantees in respect of the product offered for sale.
• You shall raise an invoice as well as receipt of payment in the name of customer for an amount equivalent to amount displayed as MRP on the online store to the customer and amount remunerated from the customer.
• You shall, at the completion of the transaction, pass on all the rights and title over the product to the customer.
• You shall be bound to furnish us with such document that we may require for fulfilling our obligation, within 48 hours of dispatch of our request.
• We shall not be held responsible or liable for any non-delivery of the Product to the Customer. In event that we receive any complaint from the Customer of non-receipt of the Product, you agree to provide us with all necessary proof of delivery.
• You, your agent, supplier, subcontractors and suppliers shall ensure compliance with all applicable and pertinent legal, statutory and regulatory requirements.
• You shall maintain records of all the transaction and in particular the fact as to whether there is completion of transaction.
• To reimburse and hold Us innocuous from any sale, use, gross receipts, excise, franchise, business or other taxes, fees, penalty, fines or interest thereon to the extend such taxes, fees etc. are (i.) assessed on Us as a result of inventory, packaging, gift wrap and other material owned by you or sold to Customer or (ii.) your primary legal obligation.

• In the event there is any loss, damage, claim or dispute, suit and legal proceeding and any such event, you shall indemnify us for any loss or cost incurred in protecting or defending our right. In this regard, you shall be obligated to furnish us with required documents and evidence that would facilitate us to protect our right. If we, at any time, reasonably determine that any indemnified claim may adversely affect us then we may take complete charge of protecting our claims. In such an event, you shall be liable to make good all losses and costs, including but not limited to attorney fees. If you are entering into any mutual settlement agreement and such settlement agreement has any bearing on our right or interest, then you shall take our prior approval before entering into the same. This clause survives even upon termination or expiration of the Agreement.

• We are providing you a Platform to market your products. Thus, establishing that, this representation is the essence of the contract. In view of the same, you agree that we are not in any way liable or responsible for any loss, injury, damage caused to us, you, our customer or any other person arising on account of any transaction under this Agreement or as a result of any material defect in the product. In such event, you agree and acknowledge that you shall solely be responsible for any claim, damage, allegation arising out of any transaction that takes at our Platform and shall thereby indemnify us if we have had to incur any loss, damage or are subjected any liability.

• The law in force in the Republic of India shall govern the performance of the Agreement. The Courts in Mumbai shall have exclusive jurisdiction to deal with the any claim, dispute, chargeback or any question regarding violation of this Agreement. We are entitled to obtain any ex-parte ad interim injunction order, to restrain you from acting in any manner detrimental to our interest, goodwill and reputation.

• You shall be responsible for collection, reporting and payment of any and all of your taxes, except where we expressly agree to the contrary. All the fees and payment payable by you to us under the Agreement shall be to the exclusion of any applicable taxes, deduction or withholding and you shall be responsible for paying any of your taxes imposed on such fees and any deduction or withholding required on any payment. You covenant to fulfil your responsibility towards undertaking payment of tax. If we are subjected to any claim, loss or liability, as result of you not having fulfilled your obligation, you agree to indemnify us from any such loss.

• You expressly permit us to use your trademark, copyright, logos, design and any other intellectual property rights and/or licensed by it for the purpose of reproduction on the website and at such other place as we may deem it necessary. Any use of the intellectual property rights, in a manner, not expressly authorised in the Agreement would amount to infringement of such right and would authorise the right holder to initiate appropriate civil and criminal proceeding to protect his right. It is expressly stated, clarified and agreed that, except to the extent use of mark is essential for attaining the objective of this Agreement, each of the party shall retain ownership of the intellectual property right.

• Under this Agreement Force Majeure shall mean any event beyond the control of the Parties which prevents either Party from fulfilling any of its obligations under this Agreement, including but not limited to Act of God (including fires, earthquakes, floods or other natural calamities), war, hostilities, invasion, rebellion, strikes, lockouts, nuclear explosions, revolution or riots.
• Neither Party shall be responsible for any breach or non-performance under this Agreement if such breach or non-performance was the result of a Force Majeure event.

• During the course of use of our service, you may receive information relating to us or our services, including however not limited to data on customer disclosed, generated and made available to you for providing service. Such information is classified asConfidential Information in nature and you agree, accept and undertake to maintain the confidentiality of the information. A duty is cast upon you to ensure that your agent, servant, representative or any person acting through or claiming through you, for any purpose, shall maintain confidentiality such Confidential Information. You agree that such unauthorised disclosure or use of such information would cause irreparable harm and injury, the degree of which is difficult to ascertain. In the event there is a breach, then you agree and accept that we are entitled to file an injunction to prevent any such unauthorised disclosure of the Confidential Information.
• Any breach or alleged breach of the Confidential information shall be immediately notified to the us by you upon identifying such breach or alleged breach.
• You shall not be held liable for breach of Confidential Information or Intellectual Property if:
• Such information was existing in the public domain prior to the Effective Date of this Agreement.
• You can prove that such information was known to it prior to the Effective Date of this Agreement.
• The information was made available in the public domain due to no fault of you.
• Such Confidential Information was disclosed in compliance with any judgment or order of a competent court or in accordance with any law for the time being in force or due to an order by any governmental authority.

• No amendment is binding on the Parties unless it is in writing and signed by a duly authorised representative of each of the Parties. No breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provision, unless such waiver is in writing and is signed by authorised representative of the party undertaking waiver.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed as of the abovementioned Commencement

Signature_______________________

Name_______________________

Date:_______________________

Signature___________________

Name_______________________

Date:_______________________

SCHEDULE A

(Schedule of payment)

SCHEDULE B

(Grounds for termination)

We may terminate contract with you on the following grounds:-

• You have not enlisted your product in the manner that is in compliant with our business requirement,
• You have defaulted in performing your duty with the reasonable time and manner,
• Your product does not meet the specification that you have specified on our site,
• You are engaged in any illegal, fraudulent or deceptive activity,
• Your product is of such quality that use of such product may be harmful to public health
• Use of your product may be against the public morality or decency
• You no longer hold the authority to undertake such transaction
• Such other reason, as may expose us to any liability, claim, dispute or would have an adverse effect on our goodwill and reputation
• If there is a petition for insolvency or liquidation filed against you.

You may terminate contract with us on any of the following ground:-

• You no longer hold the authority to undertake such transaction
• You are no longer in a position to fulfil your obligation under this contract
• Use of our Platform may expose us to any liability, claim or dispute
• Marketing of your product has been declared illegal
• Performance of contract is vitiated by any impossibility.