This agreement is executed on DD/MM/YYYY by and between:

Vendor Name, Company incorporated under the Companies Act, 1956, having its registered office at _________ (hereinafter referred to as “Seller” which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all it successors and permitted assigns) of the FIRST PART.

AND

ZIA INFOTECH (C/O- Fahim Ul Haq) a Proprietorship firm, having its registered office at F – 126 & 127, Dhanshree Tower 2, Central Spine, Vidhyadhar Nagar, Jaipur, Rajasthan, India – 302023 (hereinafter referred to as “StudyVikalp” which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all it successors and permitted assigns) shall constitute the SECOND PART.

Seller and StudyVikalp may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.

With reference of selling of Products of Seller through the marketing platform of ZIA INFOTECH

 (www.StudyVikalp.com), hereinafter referred to as “Website”, it is now agreed between the parties as under :

1. Seller will sell/distribute/market the products as per commercial specifications attached herewith- ANNEXURE 1 (to be entered into between the parties with mutual consent in writing concurrent with and /or after the execution of this agreement shall be governed by this agreement), through the StudyVikalp channels of SMA, internet, Mail order/Catalogue, Application, Web platform etc. It is being understood and acknowledged between the parties that in reference to the above agreement, Annexure viz. A-1, A-2 etc. can be executed with mutual consent in writing, at any date i.e. now or later, based upon the requirement in terms of products, pricing and other commercial terms and any modification shall always be read as part and parcel of this agreement only.
2. StudyVikalp has the discretion to select the products which will be displayed on the marketing platform of StudyVikalp including the website of StudyVikalp for all time, unless terminated with in accordance with terms of this agreement.
3. Seller recognizes and confirms that StudyVikalp has the exclusive rights to manage the contents of the website, as provided by the seller. Any content related to the products sold by the seller, uploaded on the website, shall be assumed with proper express content of IPR owner including Manufacturer, Schools, Brands etc.  and seller warrants and represents to have consent thereof. Thus any misrepresentation or false commitment or contents published shall be the sole responsibility of the seller.
4. StudyVikalp shall receive orders for the products displayed or distributed, on behalf of the seller, as an access and distribution channel only. Where, payments are collected by StudyVikalp on behalf of the seller, in the mode/s as conveyed to the customer/End user. The same will be as an agent of the seller with the sole intent of facilitating the transactions of the seller. Seller agrees that the payment facility provided by StudyVikalp is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway network or payment through cash on delivery, for the transactions on the website.
5. StudyVikalp against charging the commission will provide the backend infrastructure, like Call Centre, Order management system etc. for capturing the customer details/order. The orders to be delivered will be forwarded to the seller for packaging and forwarding to the end customer. StudyVikalp will separately inform sellers on the modalities to access the orders of customers, which will be either through email or Direct Access through a URL. After dispatch of the product, the seller will update the dispatch details on the URL provided by StudyVikalp or any other mode as mutually decided, within reasonable time of dispatch. The parties are aware and agree that the services, so availed by the seller, shall be free from technical deficiency. The bugs may be due to use of third party integration or for any other reason and the seller shall not object or chargeback, on account of any deficiency/ defect in services provided by StudyVikalp.
6. The product will be dispatched to customers, on an all India basis, through the forwarding/courier service providers of StudyVikalp, as the case may be (“Agency”).The assigned Agency shall collect products from the prescribed location of the seller. The StudyVikalp, act as a facilitator only for the logistics services and thus agency shall be responsible for any deficiency and seller would not put any claim on StudyVikalp for any misplacement, delay, damage etc of the product, so handled to the Agency for delivery.
7. The seller shall be responsible for and dispatch of all the products with its own corresponding invoice/s, which will be generated through the StudyVikalp platform and delivery challans in favour of the customer and all other relevant documents as required Under statutory and governmental regulations in India to the customers.
8. The price of the products to be displayed on the marketing platform of StudyVikalp shall be the final payable price by the customer, inclusive of all taxes. Seller will be absolutely and solely responsible for all the charging, deposition and filing thereof of any returns with government agency, of Sales Tax/VAT/GST/any other regulatory filings, based on the display price of the products. However, the customer shall not be charged anything extra by the seller apart from the selling price of the product as displayed on all the StudyVikalp selling platforms. The seller will also ensure that the final selling price of the products listed on the StudyVikalp platform will be less than or equal to the prices at which products are being sold through any other acceptable mode of market/distribution (including offline/retail channels).
9. Seller consented to irrevocably authorize StudyVikalp to deduct, adjust the commission fee or any other charges, fee, fines payable to StudyVikalp, without further notice.
10. Seller will send a signed statement (as per the format given separately) for the order delivered/shipped for release of the payment, post which payment will be released by cheque/NEFT/IMPS/RTGS, after deducting StudyVikalp Commission/fee as agreed, the details of which are mentioned in the PAYMENT AND REFUND POLICY.
11. Seller will offer a 3 months warranty to the customer against manufacturing defects. However, it is also understood that repair or replacement or 100% refund of money (or replacement) will be given to the customer against manufacturing defect or damage, if informed within 15 days of receipt of the product by the customer. StudyVikalp will not release payment for such orders to the seller if refunded to the customer on behalf of the seller. A suitable manufacturer’s warranty card will be given to the customer with the product for which such is applicable.
12. Though StudyVikalp will facilitate customers in redressal of their complaints, if any, the primary and sole responsibility for redressal of customer complaints will be the responsibility of the seller at all times.
13. On receipt of the order from customers, the seller will endeavour to dispatch /deliver/make ready for dispatch the products within a time period not exceeding 3 working days. In case the shipment cannot be made in the time period conveyed to the customer, StudyVikalp will be immediately informed of the same, along with the expected time of delivery, so that the customer can be informed. In case Seller cannot deliver the product to the customer for any reason, StudyVikalp will nonetheless be entitled to the commission on the product as per this Agreement.
14. The product will be strongly and appropriately packed so that it is not damaged in transit when dispatched through the courier or surface mode of transportation. Any damage in transit on account of inadequate/unsuitable packing will be to the account of the seller including the freight cost. The ownership in the products will be transferred to the end consumer after successful delivery at the desired destination, till then all risk in the product will be borne by the seller. Sellers will accept back the product that is not delivered to the customer on account of any reason and keep StudyVikalp informed with the sales return details. Please refer to the Return / Replacement / Refund Policy for more details on this.
15. The data of customers will be property of StudyVikalp and sellers will not use/distribute/share it in any form or means and keep it confidential. However, subject to mutual consent, this can be reviewed in the future.
16. Sellers hereby explicitly grants rights to StudyVikalp to display the product as mentioned in registered on the website and/or related logo and/or related Trademark and/or related brand name etc. owned by it or its business associate for marketing /selling through the StudyVikalp marketing platform along with the terms on which products are made available for purchase. Seller undertakes that it has all/ will have all the rights to grant such permission to StudyVikalp  and any claims will be a liability of the Seller. Once the product is displayed for selling, the same will not be withdrawn / suspended / terminated or otherwise discontinued except on the expiry of the inventory agreed between the parties or termination / cancellation of this agreement, subject to fulfilment of Orders already placed within ambit of this agreement.
17. Seller shall absolutely and irrevocably, at all times, and without demur indemnify and hold harmless StudyVikalp ( and its affiliates and Directors and/or Partners and/or Proprietor) against all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against each of the party by the customer or any third party arising out of any actions or omissions in connection with the sale of Sellers product and their performance during the period of this arrangement and for the products sold, even after the termination of this agreement.
18. During the term of this arrangement and thereafter, information received by either party, under and by virtue of this arrangement, shall be maintained in the strictest confidence and trust.
19. Seller represents and warrants that it is engaged in a legitimate and lawful commercial enterprise and activity, having all regulatory approvals required to run the business and it shall not deliver any goods / services to end consumers which-

• Do not correspond with the description as stated in this agreement or forming part of this agreement through Annexures to be entered now or later on and displayed on the website / marketing platform of StudyVikalp;
• Are not of same quality standards or in quantity has agreed in pursuance of this agreement and displayed on the website of StudyVikalp for further distribution with other online distribution / marketing third party;
• Do not serve the purpose for which the goods/services are meant as described on the website / marketing platform of StudyVikalp;
• Are defective or duplicate in nature.

1. Seller hereby declares and unconditionally undertakes that products offered for sale shall confirm to all the statutory requirements associated with that product including but not limited to the Legal Metrology Act 2009 and The Legal Metrology (Packaged Commodities) Rules, 2011 or any amendment, The Central Sales Tax Act 1956, and other rules thereof etc. whether required under Central and/or State Legislation. Seller confirms that it has obtained all the requisite written and specific approvals, licenses, NOC etc. from the relevant government authority, schools, manufacturer etc and it is the original Product manufacturer/ owner of the products.
2. StudyVikalp shall under no circumstances be liable or responsible for any loss, injury or damage to the seller, or any other party whomsoever, arising on account of any transaction under this agreement or as a result of the Product(s) being in anyway damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party. The Seller hereby agrees, confirms and acknowledges that the Product(s) are owned by it and that StudyVikalp is merely a platform with marketing and distribution rights for resale of the seller’s Products and hence, StudyVikalp is not responsible / liable for the product, its design, its function and condition manufacturing and selling and financial obligations, IPRs related thereto or those displayed, whatsoever. StudyVikalp reserves its rights to state appropriate disclaimers on the content. Under no circumstances, StudyVikalp will be liable for any consequential, indirect, special, punitive, incidental damages or loss of profits whether foreseeable or unforeseeable, based on the claims of the seller arising out of this Agreement.
3. The extent permitted by applicable law, StudyVikalp does not by virtue of entering into or carrying out the terms of this agreement assume any of the financial or pecuniary obligation of the seller under any of the documents executed/ to be executed hereof. Any such obligations, duties, warranties, indemnities and liabilities of the seller under any of the documents executed / to be executed hereof shall be the sole responsibility of the Seller.
4. StudyVikalp or Seller may terminate this agreement by giving a 45 day’s notice in writing. However, sellers cannot terminate this agreement for a period of 6 months from the date of this agreement. All obligations of seller related to fulfilment and delivery of products to customers, for orders which have been placed prior to date of termination of this agreement and resolution of all post sale queries of products, including but not limited to the warranty on the product, will duly be honoured and resolved by the seller even after termination of this agreement.
5. If any dispute arising between the parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996.Arbritration shall be held at Bangalore, India. The proceedings of arbitration shall be in English language. The arbitrator’s award shall be final and binding on the parties. The court of Bangalore shall have an exclusive jurisdiction over any difference or dispute between the parties.
6. Miscellaneous:
7. No Conflicts: Each party represents to the other that it has the authority to enter into this agreement.
8. Assignment: The agreement and the rights granted under it shall not be assigned or transferred by either party without the written consent of the other party
9. Entire Agreement and modifications: This agreement constitutes the complete and exclusive understanding between the parties and it can be amended only by written agreement signed by each of the parties.
10. Waiver: If one party fails to enforce any provision of this agreement, it shall not be precluded from enforcing the same provision at another time.
11. Notices: All notices, requests and demands, and other communications required or permitted under this agreement shall be in writing and either delivered personally or sent to the official address of the party through recognized courier service. Either party may change its address by delivering notice of such change of address to the other party
12. Severability: In the event that a court or other tribunal of competent jurisdiction to be unenforceable holds any provision of this agreement, such provision shall be deemed modified he minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the parties. In such an event, the remaining terms and conditions of this agreement will remain in full force and effect and enforceable.
13. Force Majeure: Neither party shall be responsible for delays or failures in performance resulting from acts beyond its control. Such acts include but are not limited to acts of God, Labour conflicts, Acts of war or Civil disruption, Governmental regulations imposed after the fact, Public utility out failures, Industry wide shortages of labour or material or Natural disasters.
14. The specification and commercial arrangement is as per detail Annexure 1.

IN WITNESS WHEREOF THE Parties hereto have entered into this agreement the day and year herein above written. Signed and Delivered by the Authorized Representative of parties to this agreement:

For and behalf of-

StudyVikalp

Fahim Ul Haq

(Other Seller)

Annexure 1

1. Legal Name of the Seller Entity:
2. Place of business:
3. Contact Person:
4. Mobile Number:.
5. Email ID:
6. Name of the Authorized person:
7. Name of Directors / Partner / Proprietor:
8. PAN:
9. AAdhar of Authorized Person:
10. GST Number:

Commission / Fee on the Selling Price of the products payable to StudyVikalp –