Tajir Digital (Private) Limited, a company incorporated and existing under the laws of Pakistan. SECP Incorporation No. 0166240
The Company and the Vendor are hereinafter collectively referred to as “Parties” and individually as “Party”.
WHEREAS:
1. The Company owns the “online marketplace” or “e-store" located at the following URL: http://tajirhub.com; and hereinafter referred to as the “Company Web-Site”, and “TajirHub”, a mobile application available on Google PlayStore and Apple AppStore, hereinafter referred to as “Company Mobile Application”, and has many registered users to whom Company offers various services online (from big industries to small and medium enterprises)
2. Vendor is desirous of setting up an online store on Company Shopping Website and has offered to sell its products through the said online store, Company has agreed to create the said online store upon the following terms and conditions.
NOW, THEREFORE, In consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereto mutually and voluntarily agree as follows:
1. Definitions
1. “Company” shall mean Tajir Digital (Pvt.) Limited.
2. “Purchaser” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.
3. “Price” shall mean the cost at which the Products are to be delivered to the Business inclusive of shipping charges (if applicable), if any relates to the Company.
4. “Effective Date” shall mean the date on which this Agreement is executed.
5. “Form” shall mean Form for E-commerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.
6. “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
7. “Online Store” shall mean a virtual electronic store created on the www.tajirhub.com shopping online portal for sale of the vendor’s products either through web site of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Business places an Order for the Product of the Vendor.
8. “Order” shall mean an order for purchase of products wherein Business has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.
9 .“Products” shall mean merchandise items of the Vendor put up for sale on the Online Store by the Vendor.
10. www.tajirhub.com shopping” means an online platform owned and operated by the Company that facilitates the shopping transaction between the Vendor and the Business and delivered by Tajir Hub.
11. “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering those product(s) to the Business which do not have shipping included in “Price”.
12. “Sign-up Fees” shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store.
13.“Service charge” shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the Parties, upon the sale of product on online store.
2. Prices and Payments
1. Prices quoted on the online marketplace shall be displayed in the applicable national currency and subject to applicable tax. Prices and offers on the online marketplace may vary from time to time.
2. The prices of the Goods may vary depending on the Vendor, and the prices reflected on the e-store include GST, or such other equivalent tax; or exclude GST, or such other equivalent tax. A breakdown of the prices and additional charges are displayed before Checkout. When Order is placed, the Vender agrees to all amounts, including possible shipping charges which make up final ‘Total’ amount which is displayed to the Business.
3. Unless stated otherwise, Prices indicated on the Platforms are as at the time of each Order and may be subject to change.
4. Purchaser can choose to pay for an Order using any of the different payment methods offered on the e-store including: Our payment partners: Visa, MasterCard, and Jazz cash etc.
5. The Company reserves the right to offer additional payment methods and/or remove existing payment methods at any time in its sole discretion. If Purchaser choose to pay using an online payment method, the payment shall be processed by our third-party payment service provider(s). With their consent, Purchaser’s credit card / payment information will be stored with our third-party payment service provider(s) for future orders.
6. Purchaser will have an option payment option of Cash-on-Delivery.
7. If Purchaser has existing credit in his Tajir Hub account or valid promotional or discount vouchers, he can use this pay for part or all of their Orders as the case may be.
8. After an Order is successfully placed, Purchase will receive an email confirmation from us with their Order receipt.
9. Purchaser must ensure that they have sufficient funds on their credit and debit card to fulfill payment of an Order. Insofar as required, the Company takes responsibility for payments made on our Platforms including refunds, charge backs, cancellations and dispute resolution, provided if reasonable and justifiable and in accordance with these Terms
3. Arrangement.
3.1. The Company shall offer to the Vendor its services for facilitating online promotion and sale of the Vendor’s product on its online store which shall include hosting and technology, additional Business support, logistics services payment services and all the other related services to ensure satisfaction on behalf of the Vendor.
3.2. For this arrangement, the Vendor shall pay service charges per order to the Company for the promotion and sale being affected through the online marketplace
4. Consideration and Payment Terms
4.1. Vendor shall make the payment for Sign-up fees, if applicable, as specified in Form annexed in Annexure A for the creation of Online Store at the time of execution of this Agreement. Payment of Sign up fees shall be made 100% in advance unless specified. The Company, at the applicable rates, shall charge the service tax if any.
4.2.The sign-up fee shall be non-refundable fee for the creation of Online Store.
4.3. The Vendor hereby authorizes the Company to collect all payments on its behalf.
4.4. The Company shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company in Annexure-B. The Company shall pay the Vendor an amount recovered as Price minus the sum of any applicable shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipping charges, if applicable will be levied per transaction (by a particular Business). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular Business. However, in the event, the Vendor handles the Shipment of the Products or the Price is inclusive of shipping costs; the Company shall pay to the Vendor an amount recovered as Price minus the service charges. Any amount to be paid to the Vendor by the Company shall be paid net of reversals. The rate of commission is charged from the vendor
4.5. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product and the said charges will be deducted from the amount due and payable to Vendor.
4.6. Packing material shall be provided by the Company and the Vendor shall only pack the order in the boxes provided by the Company.
4.7. Further Company shall debit the Service charges to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.
4.8. Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:
4.8.1. Vendor shall prepare a consolidated advice list of all orders delivered to the Purchaser, 5 times in a month for every 7 days.
4.8.2. The Company shall within 14 working days of receipt of advice process the amount due to Vendor and dispatch the Cheques / Demand draft favoring “________________________” / on line transfers.
4.8.3. The Company shall deduct charges as specified in sub-clause 4 above and agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.
4.9. If delivery is made by the Vendor, the Company shall send to the Vendor bill of its service charges which shall be payable with 7 days
4.10. Vendor agrees to bear all the applicable taxes duties, or other similar payments (including Sales Tax and Income Tax) arising out of the sales transaction of the product through the online store and the company shall not be responsible to collect, report, or remit any taxes arising from any transaction.
5.Obligations of the Vendor
The Vendor shall:
5.1. Through the interface provided by the Company on the online market place, upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
5.2. Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, and vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the e-store
5.3. Vendor shall provide a full, correct, accurate and true description of the product so as to enable the Purchaser to make an informed decision.
5.4. Vendors shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
5.5. At all times have access to the Internet and its email account to check the status of approved orders, through mobile and tablet devices.
5.6 In the case where any edible item which is harmful for health of the Purchaser or any other person, the Company shall not be responsible for any consequences. In the event where the products are not accepted by the Purchasers due to any wrong / damaged products dispatched, or accepted any item which is harmful, then the Company shall constitute a committee which will settle the matter.
5.7 The Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Purchaser.
5.8 In case of not accepting the order by Purchaser, the Vendor will be responsible to change or return.
5.9 The Company will update the Order Status including delivery Bill Number on daily basis.
5.10 The Vendor shall not send any of its promotional or any other information with the Products ordered by the Purchaser and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company.
5.11 The Vendor shall pack the Products of the same description, quality and quantity and price as are described and displayed on the Online Store and for which the Purchaser has placed the order.
5.12 The Vendor shall raise invoice in the name of Purchaser. The Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the Purchaser and paid by/charged to the Purchaser.
5.13 The Vendor shall not offer any Products for Sale on the Online Store, which are illegal, prohibited for sale, dangerous, against the public policy, banned, unlawful, or prohibited under the laws of Pakistan.
5.14 The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
5.15 The Vendor shall pass on the legal title, rights and ownership of the Product sold to the Purchaser.
5.16 For arrangements where the Vendor is using its own shipment, they must ensure all quality standards maintained by the Company and deliver their order within specified time frame.
5.17 The Vendor shall be solely responsible for any dispute that may be raised by the Purchaser relating to the goods, merchandise and services provided by the Vendor.
5.18 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
6. Marketing and Promotions
6.1 Vendor if intended to give any promotional discounts should inform the Company. These promotions shall be advertised on the online market place as and when required
6.2 The vendor agrees to give the Company at least 1 exclusive discounted deals on weekly basis that they are not giving on any other platform.
6.3 The Vendor agrees to allow the Company to set up promotional activities on Vendor’s premises in a collaborative effort that promotes both the Vendor and the Company.
6.4 The Vendor agrees to promote the download of the Company's application to the Purchasers on its premises via QR codes and invite codes that will be provided by the Company.
6.5 The Vendor will use their social media platforms to highlight their partnership with the Company and encourage their audience to use the application of the Company.
6.6 For featured promotions and advertisement, the Vendor will have to pay additional charges as displayed on the online marketplace
6.7 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations of the Pakistan.
7. WARRANTIES AND REPRESENTATIONS OF THE VENDOR
The Vendor warrants and represents that:
7.1.They have the right and full authority to enter into this Agreement with the Company.
7.2. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
7.3. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
7.4. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business.
7.5. That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
7.6. That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the Purchaser for the sale of the Product by Vendor including but not limited to its delivery to the Purchaser and that the Vendor shall not raise any claim on the Company in this regard.
7.7. The Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the norm, public policy and law.
7.8. The Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
7.9.The Vendor shall draw the invoice / bill directly in the name of the Purchaser.
7.10. The Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement
8. RIGHTS OF THE COMPANY
8.1. Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to the Vendor 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 the online marketplace.
8.2. The Company reserves the right to provide and display appropriate disclaimers and terms of use on all platforms of the e-store,
8.3. At any time if the Company believes that the services are being utilized by the Vendor in contravention of the terms and provisions of this Agreement, Terms and conditions of use of the online market place, the Company 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 Purchaser or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its Purchaser upon a request received from the Legal/ Statutory Authorities or under a Court order.
9. Indemnity.
9.1. The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations.
9.2. The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims, losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
9.3. This article shall survive the termination or expiration of this Agreement.
10. LIABILITY
10.1. The Company on the basis of representation by the Vendor has created the online store of the Vendor on the online market place to enable Vendor to offer the Vendor’s products for sale through the said e-store. This representation is the essence of the Contract.
10.2. The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations /intellectual property rights of any third party.
10.3. Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, and use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
10.4. The Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
10.5. The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its online store.
11. Term, Termination and effects of Termination
11.1. This Agreement may be terminated by the Company in the event:
11.1.1. The Vendor fails to make payment of the agreed amount, by giving 48 hours written notice,
11.1.2. The Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the Company.
11.1.3. If a Petition for insolvency is filed against the Vendor or a liquidator has been appointed by any court or any competent authority.
11.1.4. If the Vendor is in infringement of the third-party rights including intellectual property rights.
11.2. This Agreement may be terminated by either Party giving the other 14 days written notice.
12. Effect of Termination.
12.1. In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect.
12.2. The Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
12.3. During the period under notice both the Parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
13. Dispute Resolution and Arbitration.
13.1. The Parties expressly consent that all disputes arising out of or relating to this Agreement will be amicably settled between the Parties, failing which such disputes will be settled in accordance with the Arbitration Act, 1940, by the two arbitrators, one arbitrator appointed by each party. Two arbitrators will appoint one umpire. Judgment upon the award rendered by the two arbitrators and one umpire may be entered in any court having jurisdiction thereof. Each Party hereby agrees that any final arbitral decision will be binding upon the Parties.
13.2. The language of arbitration shall be English. The arbitration shall be held at Lahore, Punjab, Pakistan.
14. Jurisdiction and Governing law
14.1.The obligations, performance, interpretation and contents shall be governed by laws of Pakistan.
14.2. Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Pakistan
15. Confidentiality:
Vendor agrees and undertakes to maintain the confidentiality of the information and user/Purchaser data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
16. Vouchers, Discounts and Promotions
16.1 From time to time, the Company may run marketing and promotional campaigns which offer voucher codes, discounts, and other promotional offers to be used on the Platforms (“Vouchers”). Vouchers are subject to validity periods, redemption periods, and in certain cases, may only be used once.
16.2 Vouchers may not be valid when used in conjunction with other promotions, discounts or other vouchers. Additional terms and conditions may apply to Vouchers.
16.3 Vouchers cannot be exchanged for cash.
16.5 The Company reserves the right to void, discontinue or reject the use of any Voucher without prior notice.
17. Notices
All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by email, telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.
18. Intellectual Property Rights
It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
19. Entire Agreement
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
20. Assignment
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contract able or conveyable by the Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.
21. Taxes
The Vendors shall be responsible for payment of all fees/costs/charges associated with the purchase of products through the e-store and you agree to bear any and all applicable taxes as per prevailing law
22. Relationship of Parties
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
23. Waiver and Amendment
23.1. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
23.2. Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
24. Force Majeure
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
