Partner Agreement

General Terms

This agreement contains the terms and conditions that govern your access to use the services through a particular account or accounts and is an agreement between you or the business you represent ("you") and Vector Retail Pvt. Ltd. by registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this agreement, including the service terms and program policies for each service you register for or use in connection with PlushDoor.com

As used in this Agreement, "we," "us," and “PlushDoor” means the Vector Retail Pvt. Ltd. Company named in the applicable Service Terms. Capitalized terms have the meanings listed in the definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

Please note that your use of PlushDoor through its website (www.plushdoor.com) is also governed by the website Terms and Conditions along with other applicable terms under IT Act and the Privacy Policy, of PlushDoor.com all of which (as changed over time) are incorporated into these Terms. Capitalized terms have the meanings given to them in these Terms or the Conditions of Use.

1. Registration and account management

Any authorized individual associated with your organization can register the business with us and create the first business user account associated with your organization. The process of registration is simple, you must fill the registration application with all the desired details in the registration form and provide us with your (or your business') legal name, address, phone number and e-mail address. Business Accounts and business user accounts are intended for businesses and business-related organizations and may be used solely for business purposes. To create a business user account, users must use a valid company email address and Mobile Number. The entry to the User Account will be protected through unique Password & User ID

Once the account is created, you are responsible for all activities that occur under your organization's Business Account, regardless of whether the activities are undertaken by you, your employees or a third party. It is advised to designate someone as an administrator to manage your business and other related activities on behalf of your organization.

2. The Platform

2.1 E-commerce platform www.PlushDoor.com will be made available to Customers to route their desired Orders / queries electronically and Partner will facilitate PlushDoor with all required technology support at their own cost.

2.2 The Partner shall furnish all details of product in original for easy and transparent policy and no duplicate or unwarranted information will be provided to customers on this platform. It will be Partners sole responsibility to make necessary arrangements and furnish all details to customer.

2.3 The Partner to ensure product(s) delivered is of same specifications as advertised by the Partner on the PlushDoor and subsequently ordered by the customer, variation if any are in consent with customer in writing and agreed upon by customer. The Original manufacturer guarantee /warranty shall be provided by the Partner to the customer with applicable terms. As per their terms & conditions. Partner shall ensure insurance of the Product(s) during the transit and delivery period.

2.4 The Partner agrees to deal with the defective (damaged, non-functioning, incomplete or shoddy) and variation in products supplied to the customer at its own cost, risk and consequences within agreed timeline and shall not hold the PlushDoor responsible in any manner whatsoever.

2.5 The PlushDoor may, at its discretion, arrange to lift the defective products from the customer incase Partner fails to respond to customer directly, however, it will be Partners liability to replace the defective product at its own cost. Cost if any incurred by PlushDoor for facilitating defective product including any charges for lifting and forwarding of such defective products/goods shall be on account of the Partner. The Partner shall reimburse all such cost to PlushDoor within 7 days from the date of receipt of invoice from PlushDoor. PlushDoor can use its right to deduct / hold such future payables if any from fresh Orders against the Dues. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to duplicate / wrong product, damaged product, and variation in specification as displayed on PlushDoor.com. The Partner hereby authorizes the PlushDoor to entertain all claims of return of the Product in the long term mutual interest of the Partner as well as the Customer.

2.6 Partner shall ensure the price quoted on www.PlushDoor.com are competitive and are equal or lower and in no case higher than any other medium used by Partner to promote sale including any discount / scheme or policy or Manufacturer or Partners. All offers / schemes floated by manufacturer / Partners to promote shall also be applicable to orders / customer using PlushDoor.com Platform.

3. Partner Obligations

3.1 The Partner will regularly update the products and its availability with time frame on PlushDoor along with detailed specifications like in cars it will be Make, Model, Colour, Variant or Design in Designer wear it will be Material, size and colour etc. or any other specifications as applicable to the product displayed at the Site. Order once placed through PlushDoor platform by the Customer shall have to be honored by the Partner under all circumstances except if there is a plausible cause for not being able to honour.

3.2 In a case where Partner is running out of supplies or is likely not to fulfill the Order either Partner can also remove the product out of live listing or an OUTOF STOCK for the product can be placed on the website.

3.3 Partner will not be allowed to display, advertise any kind of promotional material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the PlushDoor, to the customer either along with the products supplied or in any manner whatsoever.

3.4 Not to do any act/ deal in a thing / products/ goods/ services, which are either banned/ prohibited by law or violates any of the intellectual property right of any party in respect of such product.

3.5 The Partner declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

3.6 The Partner agrees to indemnify and keep indemnified PlushDoor from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against PlushDoor due to acts/omission on the part of the Partner.

3.7 To provide Vector Retail Pvt. Ltd., for the purpose of the creation/display on website of PlushDoor, the product description, images, disclaimer, delivery time lines, offered price and such other details for the products to be displayed and offered for sale.

3.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Partner agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the Customer.

3.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through PlushDoor. validated by the Manufacturer.

3.10 Partner confirmed that he is equipped with technology and adequate manpower to honor all queries / orders electronically forwarded through PlushDoor.com. Also, at all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned on PlushDoor.

3.11 Provide information about the Order Status including dispatch/delivery details on a daily basis so that customer can track orders online.

3.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.

3.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws.

3.14 To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by Vector Retail Pvt. Ltd.

3.15 To pass on the legal title, rights and ownership of the Products sold to the Customer upon compliance required.

3.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Partner. No claim of whatsoever nature will be raised on Vector Retail Pvt. Ltd.

3.17 The Partner shall at all time during the pendency of this agreement endeavor to protect and promote the interests of Vector Retail Pvt. Ltd. and ensure that third party's rights including intellectual property rights are not infringed.

3.18 To provide to Vector Retail Pvt. copies of any document required by Vector Retail Pvt. Ltd. for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from Vector Retail Pvt. Ltd.

3.19 For all sales proceeds from your transactions through the PlushDoor site you will maintain at your expense throughout the term transit insurance and public third party liability insurance. At our request, you will provide to us certificates of insurance for the coverage.

3.20 In case of any valid customer enquiry the partner turnaround time is minimum five minutes to max 24 hrs. Partner has to build a mechanism to respond all the customer within the given time frame for their respective product and services generated via PlushDoor.

3.21 Partner will create and maintain log/records of all enquires generated through or forwarded by PlushDoor. I case of any sales conversion it will intimate PlushDoor and PlushDoor will be apt to charge commission on those trades.

4. Warranties, Representations and Undertakings of the Partner

The Partner warrants and represents that

4.1 The individual entering into these Terms on behalf of your organization has all necessary legal authority to bind you to these Terms

4.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Partner.

4.3 There are no proceedings pending against the Partner, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement.

4.4 That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with PlushDoor.

4.5 Partner shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities.

4.6 That the Partner has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with PlushDoor and perform the obligations contained herein, and that it has not violated/ infringed any intellectual property rights of any third party.

4.7 Partner shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to Vector Retail Pvt. Ltd. upon demand.

4.8 A Minimum Service Standard Understanding / Agreement between the PlushDoor and the Partner(s) will be signed in order to service the Customers which may change with the prior mutual consent of the two Parties.

5. PlushDoor Obligations

5.1 Partner agrees and acknowledges that PlushDoor, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Partner without any prior intimation to Partner in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of PlushDoor. In such an event PlushDoor reserves the right to forthwith remove/close the online store of the Partner without any prior intimation or liability to the Partner.

5.2 Appropriate disclaimers and terms of use on PlushDoor.com shall be placed by Vector Retail Pvt. Ltd.

5.3 At any time if PlushDoor believes that the services that are being utilized by the Partner or its Customer are in contravention of the terms and provisions of this Agreement, Terms and conditions of use of PlushDoor, Vector Retail Pvt. Ltd. shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the online store of the Partner and furnish such details about the Partner and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.

6. Service Fee Payments

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For PlushDoor site you register for or use a Service in connection with, we may require you to submit valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to PlushDoor, "Your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete.

All payments to you will be made to Your Bank Account, via cheque or electronic transfers. You agree that PlushDoor shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.

In addition to charging payable sums to your account, we may instead choose to either

(a) Offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you.

(b) Invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt.

All amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with PlushDoor concerning whether any amounts are payable or due.

If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with PlushDoor, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

7. Termination

The term of these Terms will begin on the date you click to accept it and will continue until you or PlushDoor terminates it. We may terminate these Terms and access to your Business Account, business user account or use of any business features at our discretion with or without notice. You are entitled to terminate these Terms by giving us notice of at least 90 days and closing your account. Upon termination, all rights and obligations under these Terms will automatically terminate except for any right of action occurring prior to termination, payment obligations, and obligations that are intended to survive termination, including, without limitation, Sections 3 – 15 of these Terms.

8. Indemnification

8.1 PlushDoor shall indemnify Partner and hold it harmless against any claims or demands made by PlushDoor’s employees or sub-contractors or their employees against Partner or its employees or its shareholders, on the ground that such persons are rendering services to Partner.

8.2 PlushDoor shall indemnify and hold Partner harmless from and against all losses, costs, actions, damages, liabilities, fines, penalties of any kind or nature, whatsoever, resulting from or relating to the negligence or default on the part of PlushDoor in performing or failing to perform its obligations hereunder.

8.3 Partner shall indemnify and hold PlushDoor harmless from and against all losses, costs, actions, damages, liabilities, fines or penalties of any kind or nature, whatsoever, with respect to any harm caused to PlushDoor employees and disruption caused to PlushDoor operations at the factory complex resulting from or relating to the negligence or default on the part of Partner.

9. Governing Law and Arbitration

9.1 All disputes arising in connection with this Agreement shall, to the extent possible, be settled amicably by prompt good faith negotiations between the representatives of the Parties. In default of such amicable settlement within thirty days (or such period as agreed between the parties) of the commencement of discussions, the dispute shall be finally referred to a Court of Law.

9.2 This Agreement shall be construed in accordance with the applicable laws of India. Any or all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in Delhi.

10. Force Majeure

PlushDoor will not be liable for any delays in delivery or failure to perform any of its obligations under these Terms by reasons, events or other matters beyond our reasonable control.

11. Entire Agreement

This Agreement and the Schedule hereto represent the entire Agreement as to the subject-matter hereof, and supersedes any prior understandings between the Parties on the subject-matter hereof, save and except that nothing herein, contained shall affect the Transfer of Business Agreement.

12. Waiver

No delay on the part of either party hereto, in exercising any right, power or privilege ,hereunder, shall operate as a waiver thereof, nor shall any waiver on the part of the either Party of any right, power or privilege hereunder operate as a waiver of any other right, power, or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege, hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

13. Miscellaneous

13.1 The appendices referred to in this Agreement form a part and parcel of this Agreement.

13.2 All rights and obligations that have arisen up to the date of termination shall survive after the termination date until they are completely performed by either party.

13.3 Article headings are inserted for convenience of reference only and shall not be deemed to affect the

interpretation of this Agreement or of any clause.

13.4 Both the Parties shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this Agreement.

13.5 Neither Party shall be liable for any breach for its obligations resulting from causes beyond its reasonable control. Each of the parties agrees to give notice to the other party upon becoming aware of an Event of Force Majeure.

14. Confidential Information

14.1 Either Party shall not use, and shall ensure that its representatives shall not, use or divulge or communicate to any person (other than to those whose province it is to know the same or with the authority of the PlushDoor`

(i) any of the confidential information concerning each other’s customers, business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of which either party or its representatives become aware of in the course of this agreement; the offered Materials or the substances of any report, recommendation, advice or test made, given or undertaken by either party in connection with their duties hereunder;

Any information, photography or other materials, for reasons of publicity or promoting, unless written consent has been granted by the other party

14.2 The provisions of this Clause 13 shall survive the termination of this Agreement but the restrictions contained in sub-clause 13.1 shall cease to apply to any information which may come into the public domain otherwise than through the unauthorized disclosure by either party or any representatives on its behalf.

15. Limitations of Liability

Under no circumstances will PlushDoor be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on PlushDoor.com, even if PlushDoor has been advised of the possibility of such damages. PlushDoor’s liability in all events is limited to the purchase price paid for the product that gives rise to any liability.

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