This agreement lays down the terms of providing Services and Products, agreed upon by the Firm and Vendor. Whether stated explicitly in the Agreement or not, both the Vendor and the Firm have the duty of mutual confidence and trust, and to make only lawful and reasonable demands on each other.

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The herein contained VENDOR AGREEMENT (hereinafter, the “Agreement”)  shall be considered a legally binding Agreement between You, the Vendor (as an individual or an entity, who then shall, within the constraints of this agreement, be referred to as “You” or “Your”) and M/s. Rider App Technologies LLP, a Limited Liability Partnership incorporated under the Indian laws, bearing LLPIN: AAZ-2099 and having its registered office at IV / 461, Second Floor, Valamkottil Towers Judgemukku Thrikkakara, PO Ernakulam Kerala, India – 682021 (hereinafter referred to as the “Firm”, which expression shall, unless repugnant to the meaning or context hereof, be deemed to include all permitted successors and assigns), for the use of the specified Application.Other aspects of the Application may also include, but are not limited to, software updates and any upgrades necessary that the Firm may supply to You or make available to You, or that You could obtain after the initial installation of the Application, and as such that said items are not accompanied by a separate Vendor Agreement or other terms of use.

BY WAY OF THE INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS APPLICATION, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU THEN HAVE NO RIGHTS TO THE APPLICATION AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS NOR USE THE APPLICATION. 

PREAMBLE 

WHEREAS the Firm owns and operates an online Platform as an aggregator between the Vendors and the end Customers for the supply of Products and Services as per the terms and conditions. 

WHEREAS the Vendor is engaged in the business of Restaurant, Grocery, Flower, Laundry, etc. and other ancillary materials. 

WHEREAS the Client has approached the Vendor for installing the App for the supply of their ancillary materials (“Products or Services or Both”) through the Firm’s Delivery partners. 

WHEREAS the Firm has agreed with the terms and conditions and wishes to enter into an agreement with the Vendor and the Vendor has agreed to provide the Products or Services or both to the end Customers by agreeing to the terms and conditions and all other associated conditions and policies for the same. 

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:

1. SCOPE OF SERVICES

• The Firm under this Agreement has entered into this Agreement with the Vendor for the Vendor to provide the Products or Services or both as enumerated on the Rider Shop App. The Vendor shall update the Products or Services or both with their Maximum Retail Price (“MRP”) on the App itself. 
• The Vendor further shall ensure to provide all the Products supplied by them for the end Customer are of agreed quality and the supply is done in a professional manner and in accordance with the terms and conditions outlined in this Agreement.

2. PAYMENT AND PAYMENT TERMS

• The Payment shall be made to the Bank account provided on a weekly basis towards the supply of Product. The Payment shall only be remitted for undisputed and successful Order Completion, in case of any Customer Complaint the Firm retains the sole right to release the Payment. 
• Adequate notification shall be given in the event of any delay in Payment by the Firm to the Vendor.
• The Vendor hereby agrees to allow Customers to pay the Net Sales for an Order using Razor Pay or Cash.
• The Vendor hereby authorizes Firm to collect Net Sales and Tips (if any) from the Customer on behalf of the Vendor.
• The Vendor permits Firm to deduct the Commission from the Net Sales and transfer such remaining amounts to the Vendor in accordance with the payment settlement process.

3. OBLIGATIONS AND RIGHTS OF THE VENDOR

• The Vendor shall make themselves available on the Platform of the Firm and they shall accept the Order as placed by the end Customers. The Vendor shall prepare the Order and hand it over to the designated Delivery Partner.  
• The Vendor shall keep their stock updated on the Platform and shall display the exact quality and quantity of the Product available in their stock. The Vendor shall maintain the stock as mentioned on the App on regular basis. 
• The Vendor is responsible to handover the Product to the Delivery Partner upon show of Order, the package should be sealed properly. 
• The Vendor ensure and acknowledges, all quantity and quality issues with regarding the Product. In case of any quality or quantity discrepancy raised by the Customer, the Vendor shall indemnify for all the loses and damages caused to the Firm and the Customer. 
• The payments will be made on a Weekly basis and the Firm shall remit the payment on to your bank account, provided while registering the app.
• The Vendor shall maintain the pricing and details of the Products in the Appand shall be liable to cross check on the Platform on a daily basis. 
• There is option in the App, for Shop owners to promote their Product by giving offers / promotions.
• The Vendor should possess all the required Licenses and Registration for the functioning and are responsible to timely update the same in the Firm.
• The Vendor hereby permits the Firm to advertise and offer the Discount to the Customer on behalf of the Vendor.
• The Vendor hereby agrees not to extend any offer/discounts similar or lower to the Discount agreed during the period of its validity to the Customer directly or through any third party.
• The Vendor will ensure that the Information provided to the Firm is current and accurate, including but not limited to the Vendor name, address, contact telephone number, email, manager/contact person details, delivery times, opening hours, menus, price lists, taxes, and other relevant information. 
• The Vendor agrees that they will only use the Customer Data in fulfilling orders and the Vendor agrees that Customer Data will not be used to enhance any file or list of the Vendor or any third party.

4. OBLIGATIONS AND RIGHTS OF THE FIRM

• The Firm shall maintain the Platform and update the Vendor of any modification or changes in the usage of the Platform.  
• Adequate notification shall be given in the event of any delay in payment. 
• In case of any default, quality or quantity concern, the Firm has the right to approach the Vendor to claim for the losses and damages. 
• The Firm will have all the rights and the authority to delist the Vendor without prior intimation and without specifying any reason for the same.  

5. VENDOR WARRANTIES AND REPRESENTATIONS

• Both the Parties warrants and represents that they are legally authorized to enter into this Agreement. 
• The Vendor warrants and represents that the services provided under this arrangement shall conform to quality and quantity as specifications and the Vendor is legally authorized to provide all the Services, agreed to be provided under this Agreement. 
• The Firm warrants and represents that they are legally authorized to distribute the Products to the end Customers.

6. LIABILITY

• Notwithstanding anything in this Agreement, both Parties agree that all liabilities including originality, genuineness, quality, quantity, copyright and non-performance claims concerning Products would rest entirely with the Vendor and the Firm would not have any liability in this matter

7. INDEMNITY

• The Vendor agrees to indemnify, protect and hold harmless the Firm from any claims, demands, damages, suits, losses, liabilities and causes of actions arising directly from the actions of any third party concerning the Product provided by the Vendor to the Clients. 
• The Vendor agrees to indemnify, protect and hold harmless the Firm, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Vendor and/or his/her Personnel arising from the performance of the scope of services and Products offered by the Vendor under this Agreement, including personal injury or death to any person (including to Vendor and/or his/her Personnel), as well as any liability arising from the Vendor’s failure to comply with the terms of this Agreement. The Vendor’s obligations hereunder shall include the cost of defense, including attorneys’ fees.
• The Vendor agrees, in cases where a Customer has raised a complaint concerning poor quality or incorrect quantity of the Product of the Vendor sold through the Platform, to replace the said Product to the satisfaction of the Customer or to provide a refund if replacing the product is solely under Vendor’s responsibility.  

8. INTELLECTUAL PROPERTY RIGHTS 
   Unless the Firm has otherwise agreed to in writing, nothing herein gives the Vendor a right to use any of the Firm’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, save according to the provisions of this Agreement. Further, the Vendor agrees to use any trademark, service mark, trade name or logo of the Firm authorized by the Firm in a manner that does not cause, is likely to cause or intends to confuse the owner of such marks, names or logos.
   All logos, trademarks, brand names, service marks, domain names and other distinctive brand features of the Firm and the designs available on the Website are the property of the Firm. Intellectual Property for any individual product, if applicable, will rest with the Vendor

9. CONFIDENTIALITY

• The Parties may share some information that is confidential and proprietary in nature with the other Party to enable the parties to interact and work productively (the “Purpose“). Any such information shall be used only for the intended purpose and shall not be disclosed, published or otherwise cause to be disclosed to any third party. 
• During the term of this Agreement and after the conclusion thereof, the Vendor agrees to keep in the strictest confidence and not disclose to any third party the confidential information shared, including but not limited to, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement unless such disclosure is required by law.
• The Vendor agrees to treat any data including but not limited to personal data, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge in connection with this Agreement through any medium as confidential and shall not disclose the same to any others, except as may be required by law or as may be required to be disclosed on a “need-to-know” basis for implementing this Agreement.

10. TERM AND TERMINATION

• Term: This Agreement is valid from the date of Signing Up and will remain in effect until modified or terminated by anyone of the partners by mutual consent. In the absence of termination of contract by the authorized officials from the Firm and the Vendor, this Agreement shall automatically renew every year.
• Termination due to breach: 
  1. In case of breach of any of the terms of this Agreement by either party hereto, the other party shall be entitled to terminate the Agreement immediately by giving notification to the party committing the breach/breaches.
  2. In case the Vendor has cancelled three orders in a row, delay in dispatch, sub-standard packaging, and quality mismatch, any of the complaints for three times.
  3. In case the Customer complaints about the quality, quantity or packaging of the Product.
• Termination in case of violation of law: In addition to any other termination rights granted by this Agreement, the Firm may terminate this Agreement immediately without liability upon notification if the Firm has reasonable grounds to believe that work is done by the Vendor has any effect of disrepute on the Firm. 
• Termination by notice: This Agreement may be terminated by either party upon giving at least 10 days prior notice in writing to the other party.

11. EFFECTS OF TERMINATION
    The Vendor is required to provide all the Products in their entirety requested to it by the Firm during the notice period and adhere to all the terms of the Agreement till then.  Any termination shall not affect any liabilities incurred by the Vendor before the termination of the Agreement or for acts performed during the execution period of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.

12. FORCE MAJEURE
    Neither the Firm nor the Vendor shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, Earthquake, Flood, etc.

13. MISCELLANEOUS PROVISIONS
    1. Entire Agreement: The representations and warranties are given or made by the Vendor to the Firm prior hereto and this Agreement and the terms amended in writing from time to time hereafter shall constitute the entire agreement between the Firm and the Vendor pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representation and warranties given by the Firm unless incorporated into the Agreement. 
    2. Relationship between Parties: It is clarified that this Agreement is on a principal-to-principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Firm and the Vendor and / or their Staff and nothing contained herein shall be deemed to create any association, Firm, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Firm and the Vendor
    3. Severability: If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission /commission of the Parties hereto done before the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.
    4. Modifications and Amendments: Any Modification to the terms of this Agreement may be carried out by the Firm at its discretion and sufficient notice of such modification should be provided to the Vendor in writing.  
    5. Assignment: This Agreement will bind the successors and permitted assigns of the Parties hereto and the Vendor will obtain prior written consent from the Firm before the assignment of this Agreement. The Firm shall be immediately intimated of any sale, assignment, lease or transfer or change on ownership in any way of the Vendor.  
    6. Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If one party fails to perform its obligations under this Agreement and the other party does not enforce such provision, failure to enforce on that occasion shall not be taken as a waiver of enforceability rights available to such party.
    7. Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall survive so as to put an end to the pending operations/transactions already entered into in a smooth manner when the Parties following any expiration or termination of this Agreement. All liabilities due by the Vendor shall survive the expiry or termination of the Agreement.
    8. Dispute Resolution: In the event of any dispute arising out of or in connection with this agreement, including any dispute relating to the validity of this agreement, the parties shall, at first instance, attempt to resolve the dispute by mediation administered by the Centre for Online Resolution of Disputes (“CORD”) (www.resolveoncord.com) and conducted in accordance with the CORD Rules of Mediation, by a sole mediator to be appointed by CORD.
       
       In the event the parties are unable to resolve any such dispute through mediation within 45 days of the initiation of the dispute, subject to a contrary agreement between the parties, the dispute shall be finally resolved by arbitration administered by CORD and conducted in accordance with the Rules of Arbitration of CORD, by a sole arbitrator to be appointed by CORD. The language of arbitration shall be English. The seat of arbitration shall be Ernakulam, Kerala, India.
    9. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Kerala, India for the adjudication of any dispute hereunder or in connection herewith
    10. Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination served on the Firm. 

M/s. Rider App Technologies LLP

LLPIN: AAZ-2099 

IV / 461, Second Floor, 

Valamkottil Towers, Judgemukku, Thrikkakara PO, 

Ernakulam, Kerala, India – 682021