This Memorandum of Understanding (MoU) is made by and between:
Nukkad Industries Inc, a HUF firm incorporated under the laws of India having its corporate and Corp Office at Plot No. 737, 2nd Floor, Sector 15, Sonepat, 131001, Haryana, India owning and operating Nukkad Deals/https://www.ndstore.in/https://ndstore.in (hereinafter referred to as the Nukkad Deals)
&
The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MoU either himself or through a duly authorized signatory and who is legally allowed to do business in India (hereinafter referred to as the "the Merchant")
Nukkad Deals and the Merchant are hereinafter individually referred to as Party and collectively as the Parties.
WHEREAS
The Merchant is in the business of selling products in the categories selected as part of this MoU
Nukkad Deals is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfillment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by Nukkad Deals.
The Merchant, in view of increasing their sales, is desirous of using the services of Nukkad Deals for selling their products online through Nukkad Deals and fulfillment & delivery of the order.
The Parties are desirous of recording the terms and conditions of their MoU for the purposes set out above subject to provisions and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:
Services to be provided by Nukkad Deals.
Technology Services. Nukkad Deals offers an end-to-end E-Commerce technology platform that will allow the Merchant to set-up an online store to sell/promote only authorized products by authorized sellers on Nukkad Deals. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on Nukkad Deals through a specific login to be created by Nukkad Deals for the Merchant.
Payment Services. Customers can make payments for their orders at Nukkad Deals using payment options including credit card, debit card, net banking, COD* (cash on delivery). Nukkad Deals has created a wide network of payment gateways as well as companies handling COD*.
Order Fulfillment. Nukkad Deals shall provide customer support services and shall ensure delivery and completion of the transaction.
Obligations of the Merchants
The Merchant shall agree, accept and be bound by Nukkad Deals Privacy Policy, Terms of Use, Policies and Rules, and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to the Merchant from time to time and are updated from time to time, which are incorporated herein by reference.
The Merchant shall pay the selling service fee and fulfillment service fee as agreed.
The Merchant shall create an online catalogue of products and upload product listings in their online store at Nukkad Deals. The Merchant acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data.
The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant is genuine and new and is not old/used one or a counterfeit product.
The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India by the Merchant. The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and Nukkad Deals shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep Nukkad Deals harmless and indemnified in this regard.
The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). Nukkad Deals shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Nukkad Deals harmless and indemnified in this regard.
The Merchant shall ship the sold products directly to the customer within 48 hours after the order/order notification has been received.
The Merchant shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. Nukkad Deals shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Nukkad Deals harmless and indemnified in this regard.
All tax related liabilities and other liabilities including but not limited to sales tax, KYC etc. relating to the sale of the product shall be responsibility of the Merchant. Nukkad Deals shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Nukkad Deals harmless and indemnified in this regard.
Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of restricted nature / require license like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. Nukkad Deals shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Nukkad Deals harmless and indemnified in this regard.
The Merchant shall ensure that the product pricing on Nukkad Deals will be same or less as available on any other site on the internet including Merchant's own site.
The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Merchant further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different from listing description.
The Merchant agrees to be bound by the Nukkad Deals Return Policy to accept the items returned by customers.
The Merchant agrees to respond to RTO Orders Delivered to You within 48 hours. All the RTO order will be send directly back to you. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48 hours to Nukkad Deals Merchant Support.
The Merchant agrees to pay the selling service fee if the Merchant is unable to deliver or ship a sold item within SLA or unable to fulfill the order.
The Merchant acknowledges that all payments by Nukkad Deals to the Merchant shall be after deduction of any money due from the Merchant to Nukkad Deals including selling fees, fulfillment fees, return charges against any other orders, etc.
Representation & Warranties of the Merchant
The Merchant hereby represents and warrants that:
it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
its execution, delivery and performance of this Agreement, and Nukkad Deals exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound;
it will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the Nukkad Deals.
it has necessary legal rights to publish the products, pictures, data and other details published by the Merchant on Nukkad Deals including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MoU or otherwise on Nukkad Deals which may result in a third party claim against Nukkad Deals or its directors, members, officers and employees or other merchants/vendors.
Indemnity.
The Merchant agrees to defend and hold Nukkad Deals and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Merchant of this MoU or the representations and warranties contained in this MoU or of any terms and conditions and/or policies of Nukkad Deals as available on Nukkad Deals. In the event of any third party claim in relation to the products being traded by the Merchant on Nukkad Deals which is caused due to default of the Merchant, the Merchant shall, on demand, pay liquidated damages of INR 500,000 or the total value of the claim made and legal expenses incurred by Nukkad Deals in defending such claim, whichever is higher ('Merchant'). The Merchant shall be in addition to and not in derogation of any other rights and remedies that Nukkad Deals may have under law, this MoU or equity.
In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, Nukkad Deals shall be entitled to provide all details of the products, Merchant, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Merchant shall be under an obligation to ensure that Nukkad Deals is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve Nukkad Deals from any liability of any nature whatsoever, either present or anticipated.
Merchant acknowledges and agrees that Nukkad Deals may at its sole discretion hold, suspend or debit an amount from Merchant's payment as compensation, in the event Merchant has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Merchant is in breach of policies of Nukkad Deals. Merchant acknowledges that the aforesaid remedies shall be addition to the right of Nukkad Deals to terminate this MoU forthwith without any notice to Merchant
Termination. Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MoU forthwith, by giving a notice in writing to the OTHER PARTY.
Governing Law and Jurisdiction. This MoU shall be governed by and construed in accordance with the law of India and the parties hereto submit to the exclusive jurisdiction of the courts at Sonepat, Haryana, India.
Electronic & Manually Execution. This MoU is being executed both electronically & manually and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MoU merely on the grounds that this MoU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MoU is being concluded and executed at Sonepat.
Assignment. Merchant shall not be entitled to assigns its rights and obligations under this MoU without prior written consent of Nukkad Deals.
Selling Service Fee by Category. The Selling Service Fee is charged at FLAT 4.00% on a successful sale of an item. The standard service tax is added on top of the Selling Service Fee.
Shipping. Nukkad Deals currently working on Seller Self Ship module.
Reverse Pick-up. Seller will bear the charges for Reverse Pick-up Charges which depends on the weight & Pick-up Location.