Memorandum of understanding
(Guidelines for a Mutually Beneficial Relationship)
This "MOU" is made at Bangalore
By and Between
M/s. HMOL VENTURES PVT LTD, having is registered office at Building No.9, Jnana Bharati Main Road, Nagarbhavi, Bangalore – 560072, having their online Portal www.ithiha.com (formerly known as "homemadeonline.in")hereinafter referred to as "HMOL" (which expression shall unless it be repugnant to the context or the meaning thereof mean and include its successors, permitted assignees transferees and executors) of the first part.
The registered vendor (vendor registered using www.ithiha.com portal with valid email id, telephone number) hereinafter referred to as "Vendor" (which expression shall unless it be repugnant to the context or the meaning thereof mean and include its successors, permitted assignees transferees and executors) of the second part.
WHEREAS HMOL VENTURES PVT LTD is a firm having an Ecommerce Platform in the name of www.ithiha.com which shall be primarily focussing on trading authentic products such as Food items, Sweets & Snacks, Pickles, jams, squashes, spices, handicrafts, paintings, herbal products, organic groceries etc.
HMOL VENTURES PVT LTD Must approve all Vendors that wish to list items through ITHIHA Ecommerce Platform. In general, vendors must be the primary producer of the items listed in the platform. HMOL VENTURES PVT LTD may make exceptions to this policy on a case-by-case basis.
HMOL VENTURES PVT LTD receives the orders from the customers and directs the order to the Vendor and HMOL VENTURES PVT LTD shall purchase the said product produced by the vendor (or vendor deliver it to HMOL VENTURES PVT LTD as an exception) in the stipulated time as agreed and deliver to the end customer. More specifically mentioned in the schedule "A" Products and Price List of this MOU.
AND WHEREAS the Vendor is in the business of manufacturing high quality products such as mentioned in the schedule "A" Vendor Registration Form.
AND WHEREAS Both the parties are desirous of exploring mutually beneficial business synergies from time to time, and have decided to record their intentions as herein below given.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Vendor and HMOL VENTURES PVT LTD. hereby agree as follows:
TERMS:This MOU shall commence on the effective date of registration until cancelled.
Services Offerings: HMOL VENTURES PVT LTD. will provide the vendor order Booking and delivery services.
Order Booking and Delivery Services:
- HMOL VENTURES PVT LTD. will take orders for the products listed in its Services catalogues more specifically mentioned in Schedule A of this MOU, from the end consumers through their Online stores, mobile App or any other medium deemed fit.
- HMOL VENTURES PVT LTD. will send the purchase orders to the respective vendor mentioned in the schedule A of this MOU with delivery details and the Quantity requirements.
- Vendor will produce the received order and will make it available for the HMOL VENTURES PVT LTD. to collect within the ("Said Time")
- Vendor must provide tax bill for all the purchases made with the tax breakup.
- HMOL VENTURES PVT LTD. will then purchase the products and deliver using its own delivery infrastructure (Vehicles, Personnel and associated companies) to the end customers.
- That in case of non-availability of the product or the Vendor is not available to produce the said products; the same shall be informed to the HMOL VENTURES PVT LTD. by mail or telephone call well in advance.
- The payment for the purchase made shall be transferred to the Vendor in their respective payment cycles
- Vendors must provide all information requested by HMOL VENTURES PVT LTD. including their real name, business name (if different), email address, physical address, phone number, and valid payment information to register for a vendor account. HMOL VENTURES PVT LTD. reserves the right to terminate a Vendor's account at any time for any reason. Reasons may include excessive refunding, failure to maintain the required quality, failure to update inventory stock information, high rates of returns claims, discrepancies in the quantity as mentioned in the product label.
- Any revision to the prices already agreed should be intimated by vendor to HMOL VENTURES PVT LTD. well in advance (minimum one week), in absence of the above, it is vendor's responsibility to bill the HMOL VENTURES PVT LTD. at previously agreed price only.
- HMOL VENTURES PVT LTD. must approve all items listed on the Site by Vendors. Without limitation, you also may not list any item that is prohibited by law. It is up to the vendor to accurately describe the item for sale. HMOL VENTURES PVT LTD. has the right to refuse to allow vendors to list certain items for sale on the website.
- It is Vendor's responsibility to properly pack all the products, especially fragile handicraft products to avoid any damages during transition.
- Any orders rejected by the customer due to any dissatisfaction shall be returned to the Vendor and the delivery charges at actuals to be paid by the Vendor.
Terms and Conditions
- Right of Service: HMOL VENTURES PVT LTD. reserves the right to offer its services to the Vendor. Either party shall have the right to terminate this MOU after giving notice of 30 (thirty) days to the other party without giving reasons.
- b. Intellectual Property Rights:All right, title and interest specifically but not limited to the name, logos, trademarks and/or service marks, as well as copyrights, trademarks or other proprietary rights in the content, format, any characters, and/or titles (the "intellectual Property) shall, remain the sole property of Vendor and/or its parent company, shareholders, subsidiaries and/or affiliates. For the avoidance of doubt, HMOL VENTURES PVT LTD. shall not itself use and/or permit, authorize and/or allow any third party to use the Intellectual Property, in any manner whatsoever except as specified in this MOU, without Vendor's express prior written approval. Further Vendor shall not acquire any right whatsoever, through use in commerce or otherwise, in the Intellectual Property Rights of the HMOL VENTURES PVT LTD. on account of the limited permitted use as per the terms of this MOU. All such rights pertaining to use and title of all Intellectual Property Rights shall exclusively vest with HMOL VENTURES PVT LTD. Any joint and combined usage by either party on this own trademarks, copy rights or other intellectual proprietary material of the other party, if at all permitted by such other party shall cease forthwith upon the expiration or termination of this MOU. The party so using such material jointly shall, thereafter, neither use such material in combination nor shall claim any right, title or interest in such combination nor shall register or attempt to register the said combination or any other mark or combination deceptively similar thereto, phonetically or otherwise.
- Right of Termination -Either party is free to terminate the contract by giving 30 day's notice from the receipt of such notice addressed to their registered offices or the addresses mentioned in this MOU. However, both parties are liable to pay all service charges till the date of termination and for completing the work already begun before the termination. It is further agreed by and between the parties that any dispute that may arise in the course this MOU shall not stall or stop the work that has already begun irrespective of the fact that a dispute has arisen in respect of the work and notice of such dispute or termination has been given to the other party.
- Confidentiality - Both parties agree that all information and data and all matters thereof learned by either party in the course of this MOU, or any information, data and/or matters contained in documents and/or materials to which you have gained access to, during the MOU, or any aspect whatsoever of either parties operations (whether existing or future operations) shall be kept and shall be maintained as strictly confidential. And as such shall not be used, disclosed or made available to any other party. Either party will not disclose the terms of this MOU or any confidential or proprietary materials, which either party receives from the other party or to which either party gain access under this MOU. The parties agree to protect the proprietary information of the other with the same standard of care and procedures used by themselves to protect their own proprietary information of similar importance but at all times.
- Indemnification - HMOL VENTURES PVT LTD. shall be responsible for the safe delivery of the products. HMOL VENTURES PVT LTD. shall indemnify and keep indemnified the Vendor against all acts of omission or commission or negligence, dishonesty or misconduct of personnel. All liability that may arise out of death, injury or accident to any employee of HMOL VENTURES PVT LTD. while delivering the Vendor's products which may arise out of and in the course of their duties, shall be borne and by HMOL VENTURES PVT LTD. and the Vendor shall not be liable to pay any damages or compensation or amount to any such persons or anyone claiming through or under them or to third parties.
Likewise, the Vendor shall be responsible for the quality of the product. The Vendor shall indemnify and keep indemnified HMOL VENTURES PVT LTD. against any liability that may directly be attributed to the quality of the product under question. Any such liabilities shall be borne and paid by the Vendor and HMOL VENTURES PVT LTD. shall not be liable to pay any damages or compensations or amount to any such persons or anyone claiming through or under them or to third parties.
- Limitation of Liability - HMOL VENTURES PVT LTD. commits all effort to ensure that all orders are successfully executed. However, in case of cancellations or damages due to quality issues or any other dissatisfaction from the customer the products will be returned to the Vendor and the delivery charges at actuals shall be borne by the Vendor.
- Payment -There are no additional fees for registering a vendor account with or listing in Ithiha.com an item in the Ecommerce Platform. HMOL VENTURES PVT LTD.
- Pricing Rules:Vendors must ensure that both the item price and total price on the Site are at or below the price of the same item that they offer and/or sell via any other online sales channel. We define "item price" as the amount payable by a customer as it appears when you list the product. This excludes shipping and handling prices. The "total price" is the amount payable by a customer as well as all terms of the offer/sale.
- Non Hire -The parties therefore mutually agree that neither party shall without the other's prior written consent either during or within 1(one) year after the termination or expiry of the relevant period shall employ or otherwise solicit for contract under these terms. This cause will be valid even after termination of services for whatsoever reason. In case either party hires an employee within one year of the person leaving the services of the other, the hiring party has to compensate the other suitably. employment any person who during the relevant period was an employee with any
- Force Majeure -It is expressly agreed that neither party shall be liable for any default, delay or lapse occurring due to reasons of Force Majeure including but not limited to war, strike, theft, tempest, sabotage, change of law or any other act of God.
- Relationship between Parties - The parties to this MOU are independent contractor and nothing in this MOU shall make them joint ventures, partners, employees, agents or other representatives of the other party hereto. Neither party shall make any representation that suggests otherwise. The MOU is being executed on principal to principal basis.
- Exclusive Relationship - The parties agree that HMOL VENTURES PVT LTD. will make substantial investments to undertake this agreement to the mutual benefit of both parties. To that extent, the Vendor agrees that HMOL VENTURES PVT LTD. has exclusive right to provide the services described herein for the parties included in this agreement. The Vendor will not enter into agreement with any other party for provision of or undertake by itself the provision of, similar services, for the duration of this agreement.
- Arbitration - In the event of any dispute, the parties will resort to conciliation and or arbitration. The venue for resolving disputes will be at Bangalore.
Notice - Any notice or other communication to be given under this MOU shall be in writing and shall be served by personal delivery or by prepaid registered post or by courier to the addresses of the parties specified in this MOU or as are notified by either party to the other from time to time.
It is understood that, having agreed to create the estore on our portal, vendor hereby has agreed to all the terms and conditions.
|Ithiha Vendor Margins Breakup
|| Cost Breakup
||Bank Processing Fee
||Flat of 2% will be charged on the total amount paid online
||Referral Agent Commission
||Referral agents earn upto 10% Commission from their referrals on all the products
||Logistics support calculated for collecting the products from the vendor & delivering it to the end customer
||Final Margins for Ithiha.
||Total Margin on Products
||Nett of Taxes