This document is an electronic record in terms of Information Technology Act, 2000 ("IT Act, 2000”), the applicable rules thereunder and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This agreement is made on the (DATE OF SUBMITTING THE APPLICATION ONLINE)
1.MY CART CO LTD represented by its (NAME AND DESIGNATION OF PERSON SIGNING THIS AGREEMENT) with its registered address at 9 Odette Ernest Street, Port Louis, Mauritius
2. (THE REGISTERING SELLER),
WHEREAS, MY CART CO LTD herein after referred to as the Platform Provider
And WHEREAS, NAME OF THE COMPANY, herein after referred to as the Vendor
( herein after referred to, individually as the” Party” and collectively, as the "Parties”)
A. Whereas, the Platform Provider provides a Platform to the Vendor via its Website www.mycart.mu
B. Whereas, the Vendor intends to utilise the Platform provided by the Platform Provider by registering as a "Vendor” herein
NOW, THEREFORE, for consideration and as set forth herein, the parties hereto agree as follows:
Call Centre shall include the Call Centre i.e. 212 9563 provided by the Platform Provider to the Vendor
Customer shall mean and include any user placing orders for products displayed, mentioned and made available on the Website www.mycart.mu
Intellectual Property means any and all property in any name, signature, word, letter, numeral or any combination thereof, Trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets, whether registered or not, belonging to Platform Provider
Logistic Partner means
Platform means the platform provided by the Platform Provider through the Website www.mycart.mu
Platform Provider means the provider of the Platform – MY CART CO LTD www.mycart.mu
Services means all the services provided by Platform Provider to the Vendor as mentioned herein
Vendor means the company or legal entity registering as a vendor with the Platform Provider for showcasing, selling their products on the Platform and the Website www.mycart.mu
Vendor Panel means a uniform resource locator (URL) provided by the Platform Provider to the Vendor with a unique login and password for various activities specified in this agreement
Website means the website of the Platform Provider i.e. www.mycart.mu
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
1.4 Words in the singular shall include the plural and vice versa
1.5 A reference to one gender shall include a reference to the other genders
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it
1.7 A reference to writing or written includes electronic form of communication including email
1.8 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2.1 The Platform Provider has developed an online market place platform via its Website
2.2 The Platform is an online market place platform and is designed in a manner connecting the Vendors and the Customers
2.3 The Platform Provider has provided a platform to the Vendor via its Website for showcasing, displaying, selling products, product images, information with a detailed description of the different products, pricing etc.
2.4 The Platform is a portal that would feature different Vendors featuring various products offered by the respective Vendors
2.5 The Platform shall consist of all information including images, descriptions, videos and all other information relating to the products
2.6 The Platform Provider shall also reserve the right to determine the Vendors to be listed on the Platform
3.1 The Platform Provider shall provide a Vendor Panel to the Vendor
3.2 The Vendor shall use the Vendor Panel for showcasing the complete information of the products, images, prices, description of products etc.
3.3 The backend infrastructure, Call Centre, Order Management System etc. are offered and provided by the Platform Provider to the Vendor
3.4 The Orders placed by any user using the Website shall be forwarded to the Vendor for packaging
3.5 The Platform Provider shall inform the Vendor all the modalities involved in accessing the orders of the users
3.6 The Vendors shall be provided with an option to manage Cash on Delivery Orders
3.7 The Platform Provider shall also inform the Vendor regarding the packaging guidelines
4.TERMS OF VENDOR PANEL
4.1 The Platform Provider shall provide a Vendor Panel to the Vendor upon verification and approval
4.2 The Vendor Panel shall be activated upon approval from the admin of the Platform Provider
4.3 The Login Credentials of the Vendor Panel shall be auto generated. However, for every process, the approval of the admin of the Platform Provider shall be mandatory
4.4 The Vendor shall use the Vendor Panel for uploading and updating the following on the dash board of the Vendor Panel
i.Images of Products
iii.Weight/ Size/ Length Specifications
iv.Quality and/ or any Certification
v.Pricing and Price List
vi.Timeline for making the product available
vii.Account Statement (Billing/ Ledger / Receivable / Payable)
viii.Order Management Information (Orders/ Booking / Order Cancellations/ Product Returns/ Damages)
x.Any packaging or dispatch details
xii.Any online chat/ communication & related information
4.5 Any changes in the Vendor details uploaded by the Vendor through the Vendor Panel shall be subject to the approval of the admin of the Platform Provider
5.TERMS OF PLATFORM
5.1 The Platform Provider shall provide the Services displayed or listed in the Website to the Vendor
5.2 All the services offered by the Platform Provider to the Vendor shall be subject to the pricing schedule under Annexure -I
5.3 Upon verification and approval, Platform Provider shall provide a Vendor Panel to the Vendor
5.4 The Vendor shall use or utilise the Vendor Panel for updating and uploading all information, details in regard to the products.
5.5 The Vendor hereby acknowledges that the Platform Provider shall be not held liable in whatsoever manner for any damages caused to the Vendor, not limited to actions, commissions, issues, negligence of the Customer, in relation to the Platform provided by the Platform Provider.
5.6 The Platform Provider shall not in whatsoever manner resolve any dispute or disagreement between the Customer and Vendor.
5.7 The Platform Provider shall not provide any minimum guarantee to the Vendor, since the Platform is a mere facilitator in this regard.
5.8 The Platform Provider shall not be responsible in whatsoever manner for non-performance or breach of any services between the Customer and Vendor.
5.9 In no event shall the Platform Provider be liable, responsible in whatsoever manner for the reviews, comments, posts uploaded by any Customer and any other third party
5.10 The Vendor shall not use misuse the Platform provided by the Platform Provider and shall adhere to the terms including but not limited to
5.10.1 The Vendor shall not use the Platform to
220.127.116.11 Harass or advocate harassment of any person;
18.104.22.168 promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; infringing upon or violating any third party's rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity];
22.214.171.124 transmit "junk mail”, "chain letters”, or unsolicited mass mailing or "spamming";
126.96.36.199 promote any illegal or unauthorized copy of any person's copyrighted work, such as providing pirated computer programs or links to them
188.8.131.52 provide material that exploits people in a sexual, violent or otherwise inappropriate manner
184.108.40.206 gain unauthorized access or exceed the scope of authorized access to the Website or to profiles, blogs, communities, account information, bulletins, or other areas of the Website or solicits passwords or personal identifying information for commercial or unlawful purposes from anybody
220.127.116.11 violate any law for the time being in force;
18.104.22.168 solicit or perform any illegal activity or activity which infringes the rights of Platform Provider and/or Customer
6.ROLES & RESPONSIBILITIES OF PLATFORM PROVIDER
6.1 The Platform Provider shall be responsible for maintaining the Platform, Website and shall not be responsible for maintaining or updating the Vendor Panel
6.2 In the event of any issue regarding the Platform and/or Website, the Platform Provider shall rectify or resolve such issues as soon as possible
6.3 All the services offered by the Platform Provider to the Vendor shall be subject to the terms mentioned herein
6.4The Platform Provider shall facilitate a forum to the users for sharing a feedback, overall experience regarding the products offered by the Vendor through its Platform
7.ROLES AND RESPONSIBILITIES OF VENDOR
7.1 The Vendor hereby agrees and acknowledges that it has had the opportunity to independently, analyse and construe the business opportunity being offered under these terms
7.2 The Vendor shall comply with all the applicable laws and regulations
7.3 The Vendor shall ensure that all approvals, licenses and registrations as required under applicable laws and regulations are kept in full force and effect
7.4 The copy of such approvals, licenses and registrations shall also need to be produced by the Vendor to the Platform Provider
7.5 In the event wherein the Vendor faces any issues relating to the Vendor Panel or any other issue, the Vendor shall be under obligation to inform the same or bring it to the notice of the Platform Provider immediately
7.6 The Vendor shall be responsible for updating all the content which is required to be displayed on the Website through the Vendor Panel. However, in the event of any changes in the information provided, the Vendor shall inform the Platform Provider
7.7 The Vendor shall adhere to the specifications mentioned by the Platform Provider while uploading the content including but not limited to images, descriptions etc.
7.8 The Vendor shall ensure that the images, pictures of the Products uploaded by them through the Vendor Panel are corresponding to the actual Products
7.9 The Vendor shall be solely responsible for maintaining, updating the Vendor Panel on a regular basis.
7.10 The Vendor shall not sell the products directly, indirectly or in whatsoever manner to any users registered on the website through any means other than by way of selling or offering to sell through the website, mobile app of the Platform Provider
7.11 The Vendor shall duly comply with all requirements specified in these terms and all other policies of the Platform Provider as may be amended from time to time by Platform Provider
7.12 The Vendor hereby confirms and undertakes responsibility of all the content, information, description, images relating to the products, pricing, packages etc. uploaded on the Vendor Panel by itself or its employees, affiliates etc. which is displayed on the Website
7.13 The Vendor shall maintain appropriate security, protection and backup of its content
7.14 The Vendor shall be responsible & liable for paying all the taxes and all applicable statutory taxes as per the law being in force
7.15 The Vendor shall not sell or offer to sell any products prohibited by law including illegal products, counterfeit products etc.
7.16 The Vendor shall be responsible for ensuring compliance with all the laws being in force
7.17 The Vendor shall adhere to the standard industry packaging guidelines while despatching & packaging the products
7.18 The Vendor shall be responsible for all products sold by them and shall be responsible for fulfilment of all orders made using the Website www.mycart.mu
7.19 The Vendor shall ensure proper execution of orders including matching the orders with exact product, quantity etc.
7.20 The Vendor shall hereby agrees to furnish a self-declaration that the products are packed in accordance with the order of the Customer by email as mentioned herein
7.21 The Vendor hereby agrees not to deal with any Customers approaching the Vendor through the Website in whatsoever manner without prior approval from the Platform Provider
8.INTELLECTUAL PROPERTY RIGHTS (IP RIGHTS)
8.1 The Vendor hereby grants to the Platform Provider a non-exclusive, royalty free, sub- licensable, limited license to use, display the trademarks, service marks, logos and/or any content, images, videos, descriptions uploaded on the Vendor Panel
8.2 The Vendor hereby confirms that it has the requisite right/ permission to use the said marks, logos and/or other content as uploaded on the Vendor Panel
8.3 The Vendor hereby recognises and confirms that the exclusive right to supervise, allow, reject the products, contents, videos, images relating to the products, pricing, packages or anything uploaded on the Vendor Panel shall vest with the Platform Provider
8.4 The Vendor hereby acknowledges that the Platform Provider is the sole and rightful owner of all Intellectual Property and agrees not to register, use or file in its own name or in the name of any other person or company any trademarks same or similar or resembling in any manner the Intellectual Property and not to associate the Intellectual Property with its own business, except for the purpose as specified in this agreement
8.5 The Vendor shall be responsible for uploading and updating original images, products, product related information, pricing and other descriptions on the Vendor Panel
8.6 In the event of any infringement or violation by Vendor of any including but not limited to trademarks, copyrights, designs, patterns, patents etc., the Platform Provider shall initiate appropriate legal action against the Vendor
8.7 The Vendor shall be the sole and rightful owner of all including but not limited to trademarks, service marks, logos, content, description etc. uploaded on the Vendor Panel
8.8 The Platform Provider shall also be sole owner of its name, logo, mascot, blogs, content, updates, image reviews, videos, intellectual property thereof
8.9 The Vendor hereby acknowledges and agrees that the brand nameMY CART and the Website www.mycart.mu are solely owned by the Platform Provider
8.10 No rights, licenses are granted to the Vendor by the Platform Provider regarding the same in whatsoever manner in this agreement.
9.1 The Vendor shall for the purpose of advertisements, provide their company banners and designs to the Platform Provider as mutually agreed upon
10. ADDITIONAL SERVICES
10.1 The Platform Provider may also provide additional services to the Vendor
10.2 Such additional services shall be provided at an additional cost for which payment shall be made by the Vendor to the Platform provider as per agreed terms and conditions
11.1 The Platform Provider shall provide a third party online payment gateway to facilitate online payments for the products sold through the Website. However, the terms and conditions of such payment gateway shall also be applicable
11.2 The Vendor shall provide a catalogue to the Platform Provider through email and hard copy to the address of the Platform Provider mentioned herein. Such Catalogue shall comprise of the different products and their price lists.
11.3 The total pricing of the product displayed on the Platform, Website shall be calculated and determined by the Platform Provider
11.4 The Vendor shall hereby agree to maintain a timeline with regard to the price lists provided to the Platform Provider and such timeline shall be as mutually agreed upon by the Platform Provider and the Vendor. The Vendor shall be bound to maintain the same pricing as mentioned during the period of such timeline
11.5 However, in the event of any changes in the prices, the same shall be intimated to the concerned department of the Platform Provider and shall be subject to the approval from the concerned department of the Platform Provider and the prices shall be updated suitably
11.6 The Vendor shall receive payments subject to the confirmation of dispatch provided by the Customer. However, such confirmation shall approximately take one month.
11.7 In the event of any wrong dispatch, damage to the product due to packing and/ manufacturing defect, then the payment shall be released after resolving such issues. Any damages caused to the product due to packing and / or manufacturing defect are at the sole responsibility of the Vendor.
12.1 The Following details shall be collected by the Platform Provider from the Vendor and the Vendor shall be responsible for providing accurate, genuine information regarding these: -
12.1.1 Name of the Company
12.1.2 Email id
12.1.3 Location Details including office address, pick up address/ dispatch point
12.1.4 Contact no
12.1.5 Copy of Business Registration Card
12.1.6 Copy of VAT Certificate
12.1.7 Tax Exemption Certificate (if applicable)
12.1.8 Copy of ID Proof
12.1.9 Copy of Address Proof
12.1.10 Any authorised certificate from brands -if applicable
12.1.11 Bank Accounts Information
13.1 The Vendor shall be liable for all the content, images, information, logos, marks, products, descriptions etc. uploaded on Vendor Panel, activities performed on Vendor whether by itself or its employees, affiliates etc.
13.2 The Vendor shall be liable for the misuse of the Website and the Vendor Panel provided by the Platform Provider
13.3 In the event of such misuse, the Platform Provider shall take immediate action against the Vendor and shall unlist the Vendor from the Website at any time
13.4 The Vendor shall be liable directly or indirectly or in whatsoever manner for any claims, issues, damages arising hereof in relation to the use of the Vendor Panel.
13.5 The Vendor shall be liable for infringement of any intellectual property rights including but not limited to trademarks, copyrights, designs, patents, trade secrets in any manner whatsoever of the products that are sold through the Vendor Panel.
13.6 The Vendor shall be liable for any offers he advertises on the Website
13.7 The Vendor shall be liable for all information provided to the Platform Provider under Clause 12 of this agreement
13.8 The Platform, Platform Provider shall not be liable in any manner whatsoever for any actions of the Vendor
13.9 The Platform Provider shall not be responsible in whatsoever manner for any errors or omissions by the Vendor.
13.10 The Platform Provider shall be liable for maintaining the Platform and Website, but the Platform Provider shall not be liable for updating or maintaining Vendor Panel.
13.11 The Platform Provider shall not be liable for any payment and relative liability in whatsoever.
13.12 The Vendor shall be liable to pay taxes and all applicable taxes as per the law being in force and in no event shall the Platform provider be liable in any manner whatsoever in this regard
13.13 The Vendor shall be liable for all the products offered for sale by him on the Website
The Vendor shall be liable for any and all claims, damages arising out of Product Packaging (in case of any packaging defects etc.). The Vendor shall hold the Platform Provider harmless of any claim that may be brought by a third party or a Customer in relation to the products sold.
14.1 The Vendor shall indemnify, defend and hold harmless the Platform Provider, its respective offices, directors, representatives, from and against all actions, proceedings, claims, liabilities(including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, of its acts and omissions under this agreement, even after the termination of this agreement.
14.2 INTELLECTUAL PROPERTY INDEMINTY
14.2.1 The Vendor hereby undertakes to fully indemnify the Platform Provider in the event of breach of Clause 8 in this agreement
15. REPRESENTATION & WARRANTIES
The Vendor hereby represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial business & activity, having all regulatory approvals required to run the business
15.1 INTELLECTUAL PROPERTY WARRANTY
15.1.1 The Vendor hereby represents and warrants that it shall not infringe upon or violate any patent, copyright trademark, trade secret or other intellectual property right of any party or third parties either directly or indirectly or in any manner whatsoever.
15.1.2 The Vendor hereby represents and warrants that the Intellectual Property defined as per this agreement is the sole property of the Platform Provider.
This agreement shall deem to be terminated in the following scenarios: -
16.1.1 In the event any information provided by the Vendor is found to be inaccurate or false
16.1.2 In case, the products, offers advertised by the Vendor are fake
16.1.3 In case of any complaints from the Users
16.1.4 In case of misleading Users
16.2.1 In case, the level of service of the Vendor is not as expected or meeting the expectations as stated
16.2.2 In case, the Vendor offers and/ or causes to offer any illegal products, products prohibited by law on the Platform.
In case, the Vendor posts any offensive/ obscene images, content, abusive language, or is engaged in a fraudulent activity
In the event of any material breach of the terms of this agreement, the Platform Provider shall terminate this agreement at any time with immediate effect
16.3 NOTICE PERIOD
16.3.1 Save for what is provided under clauses 16.1 and 16.2, either of the Parties may terminate the agreement by giving 1-month notice in writing or email to the other party
The Vendor shall hereby agree that the pricing offered through the Platform shall be exclusively granted to the Platform Provider. In no event, shall the Vendor offer the same pricing to any others including but not limited to individuals, entities, corporations, platforms etc.
17.1 SHIPPING BY ADMIN TEAM – CASH ON DELIVERY (COD) ORDERS
17.1.1 In the event, the Cash on Delivery orders being by the Logistic Partner of the Admin Team, then the Logistic Company shall collect the cash and deposit the same into the bank account of the Platform Provider
17.1.2 The Admin shall match such deposited amount against the invoice of the order
17.1.3 In the event, the amount deposited by the Logistic Provider has been received, the Admin shall mark the status of payment from Logistic Partner as "Yes”. However, in case the amount is yet to be received from the Logistic Partner, then by default the status of Payment shall be marked as "No”
17.1.4 On receiving the payment, the Admin shall credit such payment to the Vendor Wallet. However, such amount shall be credited after deduction of commission / platform fee
18.COMMISSION / PLATFORM FEE
18.1 The Platform Provider shall invoice the Vendor at the end of every month as per the decision of the Platform Provider
18.2 The Vendor shall be notified and alerted by email regarding the amount due to be paid and a link shall be provided therein to view further details as to how the amount has been calculated
18.3 The Platform Provider shall charge a commission / platform fee on every sale made through the Platform. The specific details relating to the commission / platform fee shall be as mentioned in the Annexure-I
19. BACK END FEATURES
19.1 The Vendor shall be provided with the following features which they can manage from backend: -
i. Enable / Disable Credits Option
ii. Set Interest Rate (with regard to the Duration)
iii. Set Duration
iv. Manage Credit Requests
19.2 MANAGING CREDITS
19.2.1 The Vendors shall contact the financing company, when required, and the Customers off the site for documentation and credits purpose
19.2.2 In the event the credit of the Customer is approved by the financing company, then the Vendor shall mark the credit status as "Approved”. However, in case the credit of the Customer is rejected by the financing company, then the Vendor shall mark the credit status as "Rejected / Cancelled”
19.2.3 The financing company shall deposit the amount into the bank account of the Vendor off the site
19.2.4 The Seller shall match such deposited amount against the invoice of order
19.2.5 In the event, the amount deposited by the financing company has been received, the Vendor shall mark the status of payment from financing company as "Deposited”. However, in the event the payment is yet to be received from the financing company, the status shall be marked as "Pending” by default
19.2.6 Once the payment is approved and deposited, the Vendor shall proceed with shipping the product to the Customer
20. FORCE MAJEURE
Neither Platform Provider nor the Vendor shall be responsible for any failure to perform its obligations under this agreement due to causes beyond its control, including but not limited to acts of God, war, and riot, acts of civil or military authorities, fire, floods or accident
If any term or provision in this agreement shall be held illegal or enforceable, in whole or part, under any enactment or rule of law, such provision or part to that extent be deemed not to form the part of this agreement, but the validity and enforceability of the remainder of this agreement shall not be affected
A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given
23. ENTIRE AGREEMENT
23.1 This agreement, and any documents referred to in it, constitute the whole agreement between the Platform Provider and Vendor and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
23.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement
All the notices and communications required or permitted under this agreement shall be in writing and any communication or delivery shall be deemed to have been duly made if actually delivered.
24. REPLICAS, COUNTERFEIT ITEMS, AND UNAUTHORIZED COPIES POLICY
Items that bear a company's official brand name or logo can be listed as long as the products were lawfully made by, for, or with the consent of that company.
We don't allow replicas, counterfeit items, or unauthorized copies to be listed on Mycart. Unauthorized copies may include things that are bootlegged, illegally duplicated, or pirated. These kinds of things may infringe on someone's copyright or trademark.
25. GOVERNING LAW / JURISDICTION
This agreement is governed by Mauritian Law and all disputes, claims are subject to the Jurisdiction of Courts located in Mauritius
All notices, communications herein shall be through registered post with acknowledgement due and/ emails mentioned herein
All notices, communications herein shall be through registered post with acknowledgement due and/ emails mentioned herein
In case of Platform Provider: -
Email: - firstname.lastname@example.org
In case of Seller:-
Email:- (Seller online Registered email address)