Memorandum of understanding
(Guidelines for a Mutually Beneficial Relationship)
This "MOU" is made
By and Between
M/s. HMOL Ventures Private Limited, having is registered office at #3, 1st Floor, Building No. 101/A, JnanaBharati Main Road, Nagarbhavi, Bangalore – 560072, having their online Portal www.ithiha.com 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 seller, 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 is a firm having an online portal in the name of www.ithiha.com which shall be primarily focussing in promoting home made products such as Food items, Sweets & Snacks, Pickles, jams, squashes, spices, handicrafts, handloom sarees, khadhi wears, paintings, herbal products, organic groceries etc.
HMOL must approve all Vendors that wish to sell items through HMOL online marketplace. In general, vendors must be the primary producer of the items listed in the Marketplace. HMOL may make exceptions to this policy on a case-by-case basis.
The HMOL receives the orders from the customers and directs the order to the Vendor and the vendor shall ship the said product produced by them in the stipulated time as agreed and deliver to the end customer with their own logistic facility.
AND WHEREAS the Vendor is in the business of manufacturing high quality products 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 hereby agree as follows:
TERMS: This MOU shall commence on the Effective date of registration until cancelled, as per the discretion of the both the parties.
Services Offerings: HMOL will provide the vendor order Booking and required online platform support
- Invoicing, Shipping & Product Liabilities: Please note that we provide marketplace services to you. We help Buyers and Sellers connect whereby as Sellers you are selling to customers via our platform and we are charging nominal processing fees for services associated with it. Therefore invoicing and shipping to customer is your responsibility. Also any taxation related to sale of your products etc is your responsibility. Also liabilities arising from the use, consumption and/or interaction with your products is solely yours and ithiha.com will not be responsible for any loss or damage due to your products.
Know Your Customer (KYC) Documentation: At the time of Seller Registration and/or at any time thereafter and/or from time to time as may be required, the Company may seek KYC Documents from Seller and further usage of the Website shall be subject to Seller’s submission of KYC Documents. 'KYC Documents' shall mean such information, data or documents as may be specified by the Company from time to time which clearly and unambiguously verifies the details, including the Seller’s Bank Account provided by Seller at the time of registration or at any subsequent date.
The Company may seek KYC Documents from the Seller at any point of time during the subsistence of this policy for compliance with the provisions of the User Agreement and the rules and polices made thereunder as well as compliance with applicable laws. The Company has the right to reject any one or more of the KYC Documents submitted by seller and may ask for other documents or further information.
The Company reserves the right to change the Facility Charge Policy and the related rules and policies from time to time. The Company may introduce new services and modify some or all of the existing services offered on the Websites. Any such changes shall be effective from the time that the Company posts the same on the Website.
The Seller will be responsible for paying all charges associated with the delivery of the product and agrees to bear any and all applicable taxes, charges, cesses, surcharges etc. levied thereon. The seller shall pay the remit the appropriate charges to the Company or the Company will deduct such charges from the Transaction Price to be remitted to the seller. The Company shall issue the invoice after such deduction and remittance. Unless otherwise provided, the charges are payable by the Seller irrespective of any charge back, refund or non-fulfillment of the Transaction.
The Company reserves the right to set minimum and maximum transaction limits on the Website as it may determine for the safety of its Users.
Single Listing: You will only make one listing for each single item that is offered for sale by you on the Website. If you propose to sell more than one identical item you will make a separate listing for each of them and if all listings result in successful sale you must be in a position to fulfill all such orders. All listed items must be listed in an appropriate category on the Website. Each listing must contain only one specific item for sale and no choices whatsoever (such as color, size etc.) shall be provided to the buyer.
All listed items must be kept in stock for successful fulfillment of sales. No listing can contain a disclaimer that suggests that a sale will be completed or order will be confirmed only if the item is available with the User who is listing the item. You agree that you shall not list an item if you are not in a position to deliver it immediately.
You shall not make any listing in the nature of 'wanted advertisements' that do not offer to sell an item but invites Users to make an offer to you for sale of any item.
The Company will be required to remove a listing only upon it being reported to be prohibited or restricted or volatile of applicable law or terms of the User Agreement. The Company is not deemed to have any knowledge of such prohibitive, restricted or volatile listing until it has been reported to the Company. Upon receiving such reporting the Company will take best efforts to remove such listing at its sole discretion (but will not be liable to do so), within 7 days of receiving such reporting.
In order to enable the Company to successfully market the products of the Seller the Company will be entitled to develop its own marketing materials and collaterals, which may be disseminated in physical form and/ or electronically / via SMS, email, etc. The Seller consents to its trade name/s, trade mark/s, logos and brands being used by the Company in such marketing materials / communications, whether independently or in conjunction with the brands and marks of any other vendors. Such use of all such intellectual property of the Seller by the Company shall be deemed for all purposes to be expressly authorized use, and shall not constitute an act of infringement or violation of any trademark or other property rights of the Seller in relation to such marks.
The Seller shall be obliged to provide high-resolution photographs of such of the products as maybe required by the Company, along with a brief write-up of its own history and also such other written, pictorial or photographic materials as may be reasonably required by the Company for the purposes of enabling the Company to develop marketing material.
Packaging: The seller shall ensure that the product shall be placed in suitable inner packing that is water-tight, air-tight and tamper proof (“Inner Packing”) as chosen by the Seller. The Inner Packing shall be chosen in such a manner as to secure the contents of the product being shipped, and to ensure that it is capable of transportation without contamination. Compliance with all labeling and packing requirements under applicable laws shall be the obligation of the Seller.
The Inner Packing shall thereafter be packed by the Seller securely inside suitable outer packaging to ensure that all labeling and packing requirements under applicable laws in relation to the Outer Packaging are also met, and appropriate consignee (customer) details are also displayed.
Appropriate Description in Listing: You shall be responsible for providing information relating to the items offered to be sold by you on the Website. You undertake that all such information at all times shall be accurate and complete in all respects. The listing description of the item must not be misleading in any manner whatsoever and must describe the actual condition of the item. You shall not exaggerate or over emphasize the attributes of any items you propose to sell on the Website so as to mislead other Users in any manner. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the buyer. You agree not to use misleading titles for listing and not provide misleading or inadequate information about the location of any listed item. If for any reason you are unable to deliver to any specific location, destination or country, you must clearly mention the same on the listing. You shall not use unrelated keywords, or brand names (even if such use does not lead to any intellectual property right violation), or text unrelated to the item on offer for sale in your listing.
Any image used in the listing must be of the actual item proposed to be sold on the listing and shall not copy images from other listings available on the Website. You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the Website.
Any free or bonus item promised in a listing for promotional purposes must be delivered together with the main item being offered through the listing. All provisions of the User Agreement including the rules and policies made there under that apply to the main item will apply mutatis mutandis to the free or bonus item as well to the extent it may be applicable. You agree that under no circumstance will the Company be liable for any misrepresentation in respect of the listed item.
Categories: If the Website provides for categories of items, then the User must take adequate care to list items in the appropriate category. Failure to do so may result is cancellation of listing.
Method of Payment: At the time of listing, of the various modes of payment provided by the Company on the Website, you shall also choose the modes of payment which are acceptable to you and the buyer will have the option to pay the Transaction Price only by the modes of payment selected by you. If you fail to choose your preferred modes of payment, the Buyer will have the option to pay the Transaction Price by any mode of payment provided on the Website.
Clean Sale: You represent and confirm that you shall be the sole and exclusive legal owner of all items of any description that you propose to offer for sale on the Website. You shall have absolute right free of any encumbrance, lien, hypothecation, mortgage, charge, and adequate title and authority to deal in and offer for sale such items as may be listed by you on the Website.
If it comes to your knowledge that any Transaction or attempted Transaction relating to any item listed on the Website is volatile of this clause or this User Agreement or applicable laws, you shall take all steps to inform the Company of the same forthwith.
Unfair Consumer Practice: You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws, including but not restricted to the Consumer Protection Act, 1986.
Feedback: Buyers of items on the Website are entitled to write reviews and rate the items as well as the seller on the Website. As a seller, you accept that such reviews and rating may be adverse to your business, economic and other interests including reputation. You hereby relinquish any right you may have to take legal or any other action against persons who have provided such reviews/ ratings or against the Company or the Website for any loss of business, reputation or any other loss arising out of such reviews or ratings provided by buyers and other Users in consideration of being allowed to participate in the website for the purpose of selling your items.
Non payment: The Company reserves the right to issue a warning, temporarily /indefinitely suspend or terminate your membership of the Website and refuse to provide you with access to the Website in case of non-payment of facility Charges or any other fees payable by you to the Company whether for ithiha Logistics services or otherwise. The Company also reserves the right to take legal action in case of such non-payment.
Refusal to sell: Once any User confirms a purchase in response to a listing made by you by making requisite payment through Payment on Billing, the sale is considered complete and all property and title in the listed item passes on to the buyer. You cannot refuse to sell the item, or refuse to accept payment or fail to deliver the item after the payment has been successfully made and the Transaction is confirmed. In case of sale of item wherein the buyer has opted for Payment on Delivery as a payment method, the sale is considered complete and all property and title in the listed item passes on to the buyer only after payment of the Transaction Price and upon Delivery.
Pricing: The price of the item proposed to be purchased shall include, if applicable, the shipping charges, insurance charges and all other taxes, duties, costs, charges and expenses in respect thereof. The shipping and handling charges included in the price of the item must be reasonable and cannot be disproportionate to the cost of the item or significantly above actual cost which may be charged by a reputed and competitive service provider. If the buyer makes payment in any currency other than Indian Rupees, the cost of conversion/ exchange rate shall be borne by the buyer.
Buyer satisfaction: You hereby accept the obligation to ensure high level of buyer satisfaction. If you receive more than 10% negative reviews or feedback from Users who have bought items listed by you, you will be considered to have failed to comply with this obligation. In such case, the Company may at its sole discretion cancel your listing, place limits on availability of services and facilities, suspend your account, demand a security deposit for future listings or continue your listings, impose higher fees and additional charges for permitting you to continue using the Website for listing and selling items. You may communicate with a buyer after a confirmed sale has taken place and directly resolve any complaint or dispute that such buyer may have.
Rules for Dispatch: The seller is required to Dispatch the items for every Transaction to the Buyer within  days from the Payment Confirmation or within such timelines as may be agreed upon between the buyer and seller through the Website to ensure that the items are Delivered within timely manner. You should Dispatch the item only after receiving the Payment Confirmation from the Company.
You must use reputed postal/ courier service provider with good track record which provide tracking facility for shipped items.
You shall Dispatch the items using only a delivery channel which provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ documentation. Such proof of dispatch and proof of delivery documentation (PODs) relating to the Dispatch and Delivery should be maintained by you for period of  months from the date of the Dispatch. The PODs should be furnished to the Company on demand within the timeframe as notified from time to time.
- You agree that the Dispatch Details shall be true, correct and duly authorized and shall not be misleading, fraudulent, false, unauthorized or otherwise illegal and shall not contain any misrepresentation of facts.
You shall send an invoice addressed to the Buyer for the Transaction Price together with the item at the time of Dispatch.
If the Seller fails to provide the Dispatch Details as prescribed below, in addition to the cancellation of the transaction, such failure may lead to suspension and/or termination of Seller’s Registration and/or any consequent actions as specified in the User Agreement.
- Dispatch Details: The Seller shall provide the Dispatch Details on the Website immediately after the shipment or within such timelines as may be agreed upon between the buyer and seller on the Website. If the Seller fails to enter the Dispatch Details in the Website within such prescribed time, the Company may in its sole discretion cancel the Transaction and refund the Transaction Price (if paid) to the Buyer.
Delivery: The time within which the seller is required to ensure Delivery of the items to the Buyer shall be calculated from the time the Seller enters the Dispatch Details on the Website i.e. within 7 days from entering the Dispatch Details for delivery within India or such other timeline as may have been agreed upon between the Buyer and Seller on the Website.
In case of Payment on Delivery Transactions, the Logistics Partner will Deliver the items and collect the Transaction Price and other charges (if any) within the stipulated time. It is the sole responsibility of the seller to ensure that the goods shipped are received by the buyer are in good condition and not damaged for any reason whatsoever, irrespective of whether the delivery is made by the Logistics Partner or seller
Remittance to Sellers: Seller agrees that the Transaction Price paid by a Buyer will be remitted to Seller’s Bank Account contingent upon the following events:
- Buyer confirming the Delivery of items in the Transaction, or
- Buyer not taking any action on the Website to confirm Delivery or non- receipt of item within  days of expiry of the prescribed Delivery time despite the confirmation of Dispatch of item by Seller to the Buyer, or
- Buyer does not raise a refund claim within  days of expiry of the prescribed Delivery time
- The Company reserves the right to keep on hold the remittance to the Seller for purposes of safety of the Users. In such case, the Seller will be intimated and required to complete additional check and verification and the Company may contact the Seller for verification of or additional information, details, data and documents. The Company reserves the right to refund the Transaction Price that has been kept on hold to the Buyer, if such requisite information, details, data and documents are not provided within the stipulated time, or the same is false, misleading, incorrect or incomplete.
- Warranties and Undertakings
Seller warrants and undertakes that:
- All sales of items listed on the Website are on principal to principal basis and bipartite contracts between seller and buyer. Seller shall be solely responsible for the condition, description, trademark, Delivery, warranty, payment, all applicable government taxes and duties, legality, legal title in relation to the items and other terms and conditions of the Transaction. The Company by providing facilities on the Website does not in any way become a party to the contract for the sale of the item.
- Seller shall maintain proper proof of delivery (POD) of the items sent to the Buyer. PODs should be furnished to the Company on demand within the prescribed time period. Failure to furnish proof of delivery will be tantamount to the product not sent by the seller and the buyer will be entitled to refund.
- In the event that:
- the Seller fails to Deliver within the time prescribed; or
- the Seller sells or Delivers any illegal, prohibited or counterfeit items; or
- the description of the items listed do not match the actual condition of the items or the items are defective or damaged on Delivery; or
- there is any dispute between Seller and the Buyer relating to the Transaction, or
- the use of a Valid Card or Valid Bank Account by a Buyer while paying Transaction Price was unauthorized or was a result of fraud or hacking of bank account password; or
- the Buyer claims a refund of or charges back the Transaction Price,
the Company has the right to take appropriate legal action including right to set off from subsequent remittances to seller until such amount is fully recovered. In case the subsequent balances are not enough for recovery, within 7 days of receipt of a notice to that effect from the Company, the Seller shall pay the shortfall to the Company. In case the Company is not able to recover the shortfall, within the given time, it reserves the rights to take appropriate legal actions against Seller.
- Seller further unconditionally indemnifies and hold harmless the Company, its affiliates and its third party service providers and their respective directors, officers and employees against any actions, proceedings, costs, awards, claims and damages however incurred by or arising against them as a result of any act or omission on Seller’s part while entering into and performing the contract with the Buyers.
- In the event that any Transaction Price remitted to Seller is uncollectible and a claim is raised on the Company in respect thereof, the same shall be Seller’s financial responsibility and the Company shall have the right to recover any such amounts from the Seller in the manner provided herein above without any hindrance/ protest.
- Seller shall abide by and complete all Transactions in accordance with the description and conditions mentioned in such Transaction and the provisions of the User Agreement and the rules and policies made there under.
- Seller verification and refund to Buyers: The Seller authorizes the Company to perform certain checks before remitting the Transaction Price to Seller’s Bank Account to ensure the safety of the Transaction, Website and to mitigate any payment risks. As part of performing such checks, the Company will also have the right to hold the remittance to the Seller’s Valid Bank Account and require Seller to furnish certain documents for verification purposes. The Company also reserves the right to refund the Transaction Price back to the Buyer which the Company has withheld or continue holding the periodic payments (including all future payments) in any of the following conditions:
- If the Seller does not provide the requisite verification documents within the prescribed time frame communicated by the Company or as provided in the rules and policies of the Website; or
- If the verification documents submitted are invalid, tampered or forged; or
- If the verification documents suggest that the Dispatch has been done to an address which is different from the shipping address provided by the Buyer; or
- If the Seller has not Dispatched the items using a recognized dispatch channel but used any other means; or
- If Seller has provided incorrect or invalid Dispatch Details or has not Delivered the item to Buyer; or
- If the Seller has listed an Item which violates the User Agreement or the rules and polices made there under; or
- If the Seller has Dispatched an item different from the description mentioned on the Transaction, or
- The Company is instructed by any law enforcement agency or government or statutory authority to deny or decline or withhold such remittance.
In all the above cases the Company will not be held liable for any loss incurred by the Seller arising out of such refund.
A chargeback occurs when the card-holder disputes a charge on his credit / debit card statement with his card-Issuing Bank. On receiving such complaint from the card-holder, the card Issuing Bank credits the card holder and recovers the amount from the Company. The Company is entitled to deduct such amount from any amount payable to the Seller by the Company. If no such amount is payable the Company may demand such amount to be paid forthwith by the Seller. The Seller will notify of the recovery, if any, through an email and may receive an acknowledgement of payment if requested. If the payment gateway facility provider, bank or the service providers of the Company charge the Company with any penalty or fee or charge for such chargeback in respect of the Transaction which the Company is required to pay, the Seller will be liable to pay such penalty or fee to the Company, and the same may be recovered in the manner aforesaid.
The Company will retain personal information in accordance with the privacy polices posted on the Website and applicable laws.
- Terms and Conditions:
- Right of Service: HMOL 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.
- Service Charges: HMOL service charges are linked to the bill value levied as an agreed % of the bill value), thus underscoring HMOL’s commitment to the Vendor’s growth as applicable.
- 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 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 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 of the HMOL shall exclusively vest with HMOL. 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 days 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 – Vendor shall be responsible for the safe delivery of the products. Vendor shall indemnify and keep indemnified HMOL 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 vendor while delivering the their products which may arise out of and in the course of their duties, shall be borne and by vendor and HMOL 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.
Also, HMOL shall not be responsible for the quality of the product. The Vendor shall indemnify and keep indemnified HMOL 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 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.
- Payment - There are no additional fees for registering a vendor account with or listing in HMOL an item in the Marketplace. HMOL will transfer the vendor’s earnings after recon & deduction of service charges and taxes as applicable on fortnightly basis into their checking account.
- 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, and 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.
- 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.
Address : HMOL Ventures Private Limited, #3, 1st Floor, Bldg No. 101/A, Jnana Bharathi Main Road, Nagarbhavi, Bangalore – 560072.