MERCHANT E-AGREEMENT

This Agreement is published in compliance with, and is governed by the provisions of Indian law, including but limited to:

• the Indian Contract Act, 1872,


• the (Indian) Information Technulogy Act, 2000, and

• Whereas, the Platform Provider provides a Platform to the Merchant through Your Buddy App


• Whereas, the Merchant intends to utilise the Platform provided by the Platform Provider by registering as a “Merchant” herein

• 1. INTERPRETATION
  
  
  • 1.1 DEFINITIONS
  
  Customer shall mean and include any user placing orders through Your Buddy App with respect to the products, items offered by the Merchant through Your Buddy App
  Intellectual Property means any and all property in any name, signature, word, letter, numeral or any combination thereof, Trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets, whether registered or not, belonging to Platform Provider
  Platform means the platform provided by the Platform Provider through Your Buddy App PlatformPlatform Provider means M/s. Sai Raghavendra Data Lake Sulutions Pvt Ltd
  Services means all the services provided by Platform Provider to the Merchant as mentioned herein
  Merchant means the Merchant or legal entity registering as a Merchant with the Platform Provider for showcasing, selling their products on the Platform – Your Buddy App
  Merchant Web Consule means the web based application provided by Platform Provider to Merchant with respect to the Platform- Your Buddy App which can be accessed using a unique login and password for the purpose offering their products, items for sale through Your Buddy App
  
  
  • 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement
  
  
  • 1.3 A reference to a Merchant shall include any Merchant, corporation or other body corporate, wherever and however incorporated or established;
  
  
  • 1.4 Words in the singular shall include the plural and vice versa
  
  
  • 1.5 A reference to one gender shall include a reference to the other genders
  
  
  • 1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it
  
  
  • 1.7 A reference to writing or written includes electronic form of communication including email
  
  
  • 1.8 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
  
  
• 2. PLATFORM
  
  
  • 2.1 The Platform Provider has developed a platform named Your Buddy
  
  
  
  • 2.2 The Platform is designed in a manner connecting Merchants and the Customers
  
  
  
  • 2.3 The Platform enables the Merchants to sell their products, items to the customers
  
  
  
  • 2.4 The Platform shall feature different Merchants featuring various products, items offered by the respective Merchants.
  
  
  
  • 2.5 The Platform shall consist of all information including images, descriptions, videos and all other information relating to the products, items
  
  
  
  • 2.6 The Platform facilitates the Merchant to toggle between Takeaway, Dine In, Home Delivery once the Merchant logs into their account using Your Buddy App
  
  
  
  • 2.7 The Platform also provides edit menu option with respect with respect to the pricing, availability of their products, items offered for sale through Your Buddy App
  
  
  
  • 2.8 The Platform also showcases the transaction history, order history for the (last three days) with respect to the orders, transactions done by the Merchant using Your Buddy App
  
  
  
  • 2.9 The Platform shall also facilitate messaging option to the Merchant so as to communicate with the customers through Your Buddy App



• 3. SERVICES
  
  
  • 3.1 The Platform Provider shall provide a Merchant Web Consule to the Merchant
  
  
  
  • 3.2 The Merchant shall use the Merchant Web Consule for showcasing the complete information of the products, images, prices, description of products etc.
  
  
  
  • 3.3 The Orders placed by any user using the Your Buddy App shall be made available to the Merchant for packaging & dispatch of products, items
  
  
  
  • 3.4 The Platform Provider shall inform the Merchant all the modalities invulved in the use, order management using Your Buddy App
  
  
  



• 4. TERMS OF MERCHANT WEB CONSulE
  
  
  • 4.1 The Platform Provider shall provide a Merchant Web Consule to Merchant
  
  
  
  • 4.2 The Platform Provider shall make a form available through the Merchant Web Consule for listing the menu items offered by Merchant
  
  
  
  • 4.3 The Merchant shall use the Merchant Web Consule for uploading and updating the Stock and availability of each menu item on daily basis
  
  
  
  • 4.4 Further, the Merchant shall also update the threshuld limit for each stock item through the form made available through Merchant Web Consule



• 5. TERMS OF PLATFORM
  
  
  • 5.1 The Merchant hereby acknowledges that the Platform provided by the Platform Provides shall be not held liable in whatsoever manner for any but not limited to actions, commissions, issues, negligence of the Customer
  
  
  
  • 5.2 The Platform Provider shall not in whatsoever manner resulve any dispute or disagreement between the Customer and Merchant
  
  
  
  • 5.3 The Platform Provider shall not provide any minimum guarantee to the Merchant, since the platform is a mere facilitator in this regard
  
  
  
  • 5.4 The Platform Provider shall not be responsible in whatsoever manner for non-performance or breach of any services between the Customer and Merchant
  
  
  
  • 5.5 In no event shall the Platform Provider be liable, responsible in whatsoever manner for the reviews, comments, posts uploaded by any Customer and any other third party
  
  
  
  • 5.6 The Merchant shall not use misuse the Platform provided by the Platform Provider and shall adhere to the terms including but not limited to
    
    
    • 5.6.1 The Merchant shall not use the Platform to
      
      
      • 5.6.1.1 Harass or advocate harassment of any person;
      
      
      
      • 5.6.1.2 promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; infringing upon or violating any third party's rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity];
      
      
      
      • 5.6.1.3 transmit junk mail”, chain letters”, or unsolicited mass mailing or spamming;
      
      
      
      • 5.6.1.4 promote any illegal or unauthorized copy of any person's copyrighted work, such as providing pirated computer programs or links to them
      
      
      
      • 5.6.1.5 provide material that exploits people in a sexual, violent or otherwise inappropriate manner
      
      
      
      • 5.6.1.6 gain unauthorized access or exceed the scope of authorized access to Platform
      
      
      
      • 5.6.1.7 violate any law for the time being in force;
      
      
      
      • 5.6.1.8 solicit or perform any illegal activity or activity which infringes the rights of Platform Provider and/or Customer


• 6. ORDER MANAGEMENT
  
  
  • 6.1 It is herein agreed that the Platform Provider shall facilitate order management through Your Buddy App
  
  
  
  • 6.2 The Merchant shall be able to do the following activities with respect to Order Management through Your Buddy App
    
    
    • 6.2.1 The Merchant shall be required to login to Your Buddy App
    
    
    
    • 6.2.2 Further, the Merchant shall be required to enter OTP through Your Buddy App
    
    
    
    • 6.2.3 The Merchant shall then be able to accept orders from customers through Your Buddy App
    
    
    
    • 6.2.4 The Merchant shall be able to process orders received through Your Buddy App
    
    
    
    • 6.2.5 Further, the Merchant shall be responsible for keeping the orders ready for delivery
    
    
    



• 7. ROLES & RESPONSIBILITIES OF PLATFORM PROVIDER
  
  
  • 7.1 The Platform Provider shall be responsible for maintaining the Platform
  
  
  
  • 7.2 The Platform Provider shall be responsible for providing Merchant Web Console to the Merchant
  
  
  
  • 7.3 All the services offered by the Platform Provider to the Merchant shall be subject to the terms mentioned herein as also the policies specified in Your Buddy App
  
  
  
  • 7.4 The Platform Provider has provided a platform to the Merchant for showcasing, displaying products, images, information with a detailed description of the different products, items, pricing etc.
  
  
  
  • 7.5 The Platform Provider shall also reserve the right to determine the Merchants



• 8. ROLES AND RESPONSIBILITIES OF MERCHANT
  
  
  • 8.1 The Merchant hereby agrees and acknowledges that it has had the opportunity to independently, analyse and construe the business opportunity being offered under these terms
  
  
  
  • 8.2 The Merchant shall comply with all the applicable laws and regulations
  
  
  
  • 8.3 The Merchant shall ensure that all approvals, licenses and registrations as required under applicable laws and regulations are kept in full force and effect
  
  
  
  • 8.4 The copy of such approvals, licenses and registrations shall also need to be produced by the Merchant to the Platform Provider
  
  
  
  • 8.5 In the event, the Merchant faces any issues relating to the Merchant Web Console or any other issue, the Merchant shall be under obligation to inform the same or bring it to the notice of the Platform Provider immediately
  
  
  
  • 8.6 The Merchant shall be responsible for all the menu items offered by them through Your Buddy App
  
  
  
  • 8.7 The Merchant shall be responsible for updating the stock of each menu item through the form made available in Merchant Web Console provided by the Platform Provider
  
  
  
  • 8.8 The Merchant shall be responsible for any communication, messages and interactions they have with the customers through Your Buddy App
  
  
  
  • 8.9 The Merchant shall be responsible for images with respect to the menu items offered for sale by them through Your Buddy App
  
  
  
  • 8.10 The Merchant shall be responsible for the return, cancellation, refund, shipping policies uploaded or provided by them to be displayed through Your Buddy App
  
  
  
  • 8.11 The Merchant shall be responsible & liable for paying all the taxes, cess and all applicable statutory taxes as per the law being in force
  
  
  
  • 8.12 The Merchant shall not sell or offer to sell any products prohibited by law including illegal products, counterfeit products etc.
  
  
  
  • 8.13 The Merchant shall be responsible for ensuring compliance with all the laws being in force
  
  
  
  • 8.14 The Merchant shall be responsible for despatching & packaging the products, items with respect to the orders placed through Your Buddy App
  
  
  
  • 8.15 The Merchant shall be responsible for all products sold by them and shall be responsible for fulfilment of all orders made using Your Buddy App
  
  
  
  • 8.16 The Merchant shall ensure proper execution of orders arising out of Your Buddy App including matching the orders with exact product, quantity etc.
  
  



• 9. LICENSE
  
  
  • 9.1 The Platform Provider hereby provides a non-exclusive, revocable, non-sub-licensable, non- transferable, limited license to use Your Buddy App
  
  
  
  • 9.2 Further, such License shall be subject to this Agreement and the legal policies specified in Your Buddy App
  
  
  
  • 9.3 The Merchant shall use the License provider by the Platform Provider only for the purpose of offering its products, items for sale through Your Buddy App
  
  
  
  • 9.4 However, this License shall cease with immediate effect upon termination of this Agreement in whatsoever manner



• 10. INTELLECTUAL PROPERTY (IP)
  
  
  • 10.1 The term “Intellectual Property” shall mean any and all intellectual property by way of trademarks, copyright, patents whether registered or unregistered
  
  
  
  • 10.2 The Merchant herein agrees that the Platform Provider shall be the sole and exclusive owner of any and all Intellectual Property with respect to Your Buddy App
  
  
  
  • 10.3 Nothing in this Agreement shall be construed as granting any rights, title, interest with respect to the Intellectual Property (IP) of Your Buddy App
  
  
  
  • 10.4 The Merchant shall be the sole and rightful owner of all including but not limited to trademarks, service marks, logos, content, description etc. displayed on Your Buddy App



• 11. PAYMENT TERMS
  
  
  • 11.1 The Platform Provider shall provide a third-party online payment gateway to facilitate online payments for the products sold through Your Buddy App. However, the terms and conditions of such payment gateway shall also be applicable
  
  
  
  • 11.2 All the payment terms and payment schedule are detailed in the physical Agreement executed between the Parties
  
  
  
  • 11.3 In the event of any wrong dispatch, damage to the product due to packing and/ manufacturing defect, then the payment shall be released after resolving such issues



• 12. MERCHANT DETAILS
  
  
  • 12.1 The Following details shall be collected by the Platform Provider from the Merchant and the Merchant shall be responsible for providing accurate, genuine information regarding these: -
    
    
    • 12.1.1 Name of the Merchant
    
    
    
    • 12.1.2 Email id
    
    
    
    • 12.1.3 Location Details (GPS coordinates)
    
    
    
    • 12.1.4 Contact no
    
    
    
    • 12.1.5 Copy of Pan Card
    
    
    
    • 12.1.6 Copy of Shop Registration Certificate / Firm Registration
    
    
    
    • 12.1.7 Copy of ID Proof
    
    
    
    • 12.1.8 Copy of Address Proof
    
    
    
    • 12.1.9 Any authorised certificate from brands -if applicable
    
    
    
    • 12.1.10 Tin no/ VAT registration / GST Registration
    
    
    
    • 12.1.11 Copy of fssai certificate
    
    
    
    • 12.1.12 Merchant PAN number
    
    
    
    • 12.1.13 Bank Accounts Information
    
    
    
    • 12.1.14 Details of the Authorised Signatory



• 13. LIABILITIES
  
  
  • 13.1 The Merchant shall be liable for all the content, images, information, logos, marks, products, descriptions etc. uploaded though Your Buddy App
  
  
  
  • 13.2 The Merchant shall be liable for the misuse of Your Buddy App and the Merchant Web Console provided by the Platform Provider
  
  
  
  • 13.3 The Merchant shall be liable directly or indirectly or in whatsoever manner for any claims, issues, damages arising hereof with respect to the menu items, products displayed, offered for sale through Your Buddy App
  
  
  
  • 13.4 The Merchant shall be liable for all information provided to the Platform Provider under this agreement
  
  
  
  • 13.5 The Platform, Platform Provider shall not be liable in whatsoever manner for any actions of the Merchant, Customers
  
  
  
  • 13.6 The Platform Provider shall not be responsible in whatsoever manner for any errors or omissions
  
  
  
  • 13.7 The Platform Provider shall be liable for maintaining the Platform, but the Platform Provider shall not be liable for updating or maintaining Merchant Web Console
  
  
  
  • 13.8 The Platform Provider shall not be liable for any payment and relative liability in whatsoever manner
  
  
  
  • 13.9 The Merchant shall be liable for the any communication made by them with the user through the messaging option facilitated through Your Buddy App
  
  
  
  • 13.10 The Merchant shall be liable for updating the stock items through the form available through the Merchant Web Console
  
  
  
  • 13.11 The Merchant shall be liable to pay taxes, cess and all applicable taxes as per the law being in force and no in event shall the Platform provider be liable in whatsoever manner in this regard
  
  
  
  • 13.12 The Merchant shall be liable for all the products offered for sale through Your Buddy App
  
  
  
  • 13.13 The Merchant shall be liable for any and all claims, damages arising out of Product Packaging (in case of any packaging defects etc.). However, the Platform Provider shall hold no liability, responsibility in this regard



• 14. INDEMNITY
  
  Each Party shall indemnify, defend and hold harmless the other Party, its respective offices, directors, representatives, from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, out of acts, actions, activities, commissions, omissions, misrepresentation, negligence of the breaching party during the term of this Agreement and thereafter
  
  
  • 14.1 INTELLECTUAL PROPERTY INDEMINTY
    
    
    • 14.1.1 The Merchant hereby undertakes to fully indemnify the Platform Provider in the event of breach of Clause 10 of this agreement



• 15. REPRESENTATION & WARRANTIES
  
  Each Party hereby represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial business & activity, having all regulatory approvals required to run the business
  
  
  • 15.1 INTELLECTUAL PROPERTY WARRANTY
    
    
    • 15.1.1 The Merchant hereby represents and warrants that it shall not infringe upon or violate any patent, copyright trademark, trade secret or other intellectual property right of any party or third parties either directly or indirectly or in whatsoever manner
    
    
    
    • 15.1.2 The Merchant hereby represents and warrants that the Intellectual Property defined as per this agreement is the sole property of the Platform Provider



• 16. TERMINATION
  
  This agreement shall deem to be terminated in the following scenarios: -
  
  
  • 16.1 TERMINATION
    
    
    • 16.1.1 In the event of any information provided by the Merchant is found to be inaccurate, false
    
    
    
    • 16.1.2 In case, the products, offers advertised by the Merchant are fake
    
    
    
    • 16.1.3 In case of any complaints from the Users
    
    
    
    • 16.1.4 In case of misleading Users
  
  
  
  • 16.2 IMMEDIATE
    
    
    • 16.2.1 In case, the Merchant offers and/ or causes to offer any illegal products, products prohibited by law on the Platform
    
    
    
    • 16.2.2 In case, the Merchant posts any offensive/ obscene images, content, abusive language, fraudulent activity
    
    
    
    • 16.2.3 In the event of any material breach of the terms of this agreement, the Platform Provider shall terminate this agreement at any time
  
  
  
  • 16.3 NOTICE PERIOD
    
    
    • 16.3.1 Either of the Parties shall terminate the agreement by giving 1 month notice in writing or email to the other party



• 17. FORCE MAJEURE
  
  Neither Platform Provider nor the Merchant shall be responsible for any failure to perform its obligations under this agreement due to causes beyond its control, including but not limited to acts of God, war, and riot, acts of civil or military authorities, fire, floods or accident, pandemic, epidemic



• 18. SEVERANCE
  
  If any term or provision in this agreement shall be held illegal or enforceable, in whole or part, under any enactment or rule of law, such provision or part to that extent be deemed not to form the part of this agreement, but the validity and enforceability of the remainder of this agreement shall not be affected



• 19. WAIVER
  
  A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given



• 20. GOVERNING LAW / JURISDICTION
  
  This agreement is governed by the Laws of India and all disputes, claims are subject to the Jurisdiction of Hyderabad Courts



• 21. NOTICES
  
  All the notices and communications required or permitted under this agreement shall be in writing and any communication or delivery shall be deemed to have been duly made if actually delivered.
  
  All notices, communications herein shall be through registered post with acknowledgement due and/ emails mentioned herein
  
  In case of Platform Provider: -
  
  Email: - info@your-buddy.com
  
  In case of Merchant: -
  
  Email: - The registered email id