Weave Hand Agreement

MERCHANT AGREEMENT

THIS AGREEMENT is made as of 2022, between Intermingle India Pvt. Ltd. (hereby referred to as The Company) with its registered office at Sunrise Narayan Apartment, Gayatri Nagar, Patna 800014 through its authorized signatory and (hereby referred to as ‘Merchant’) through its authorized signatory with its registered office at.

1. DESCRIPTION OF BUSINESS PURPOSES & PROCESSES

1.1 Intermingle India Pvt. Ltd. provides a portal (www.Weavehand.in) for the merchant to host their merchandise for commercial activities.

1.2 Merchant makes or deals in a set of products currently or in future for commercial purposes available for sale on the website currently named www.Weavehand.in

1.3 The set of products with consumer prices shall be listed by Weavehand.in on the web site.

1.4 The Company and the Merchant agree on a Net Amount Payable (referred as Transfer Price) for each product or SKU (Stock Keeping Unit). This is the amount remitted to merchant after that SKU is delivered to the consumer/ customer.

• The Company would decide delivery charges to customer’s shipping address for each SKU and as per the customer’s or the customer’s nominee’s address. This could be recovered additionally from the customer or waived at the option / discretion of the Company. The details would be given in the merchant’s catalogue on the concerned web page.
• The merchant would maintain stocks offered online after checking on a daily basis, he will update / manage the stock position on the Inventory management module for his products provided by the company’s website. The merchant would also communicate all price changes well in time to avoid any financial losses to the portal or the buyer
• weavehand.in would act as the order processor and be a payment gateway for the merchant.
• The business process would be as follows:

1. Customer places an order at the company’s shopping channel (www.Weavehand.in) for merchant’s merchandise after selecting the payment method they would like to use for purchase of the product.
2. The company redirects order to merchant after verifying the authenticity of the person placing the order. Merchant can see the orders processed for payment through a web-based interface provided by the company.
3. Merchant verifies stock availability (in case stock status is not updated), packs and keeps the ordered item/s ready and informs Logistics Service Provider (LSP / courier service provider).
4. LSP picks merchandise as per order from merchant and delivers to customer or customer’s nominee and confirms delivery of the product to the company.
5. The company will remit the total Net Amount payable on the basis of SKUs delivered as described in 1.4 above.

Payments

It is expressly agreed between www.weavehand.in and the Merchant that:

Payments for the sale by the merchant to a customer through Weavehand.in shall be collected by the company on behalf of the merchant.

1. The company shall retain and remit on behalf of the merchant amounts due from all payment options / gateways offered by the company, on their site weavehand.in and all other portal properties of the company.
2. The company shall retain the agreed commission payable by the merchant on the sale effected by him to the customer through the company.
3. The company shall, after reducing the aforementioned amounts, remit to the merchant the Net Amount Payable as defined above.
   • Nothing in this agreement provides exclusivity to either party. The company may have multiple merchants selling the same product and the Merchant may retail its products through other channels.
   • The company will promote the Merchant’s products through its blogs / mailers / social media and other marketing activities from time to time. These activities may not be exclusive to the Merchant and may feature others brands/products relevant to that activity.
   • The company confirms that content on its web site will not:
4. be defamatory / libelous / threatening / harassing
5. infringe on any third party’s intellectual property or trade secret
6. be false, inaccurate or misleading
7. be obscene or contain pornography within the meaning of the Indecent Representation of Women (Prohibition) Act, 1954 and the Indian Penal Code, 1860
8. contain any forbidden or counterfeit products

• NOTICES

All notices and communications (including those related to changes in the TOS, Service, termination of Service etc.) shall be in writing in English and shall deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via email/facsimile (with acknowledgment of complete transmission) to the following address:

(a)	If to the merchant, then at or at the address posted on its website.
(b)	If to weavehand.in, at the communication address and/or email address specified in this Agreement.

2. MERCHANT’S OBLIGATIONS

• VERACITY OF INFORMATION SUBMITTED BY MERCHANT

By accepting this agreement, the Merchant:

1. Confirms that all information submitted by him is correct and complete in all respects
2. Promises to update and inform the company of any changes in the information submitted earlier

In the event of any violation of 2.1(a) and 2.1(b), the company reserves the right to disable Merchant’s store on its web site / portal.

Both the parties represent and warrant that they have obtained the necessary permissions and licenses to carry out their business under this agreement and do not violate any proprietary rights of any third party, including, without limitation, confidential relationships, patent, trade secrets, copyright rights and any other proprietary rights.

• DELIVERY SCHEDULE

1. Merchant is bound by this agreement to adhere to a delivery schedule agreed upon. It is the merchant’s obligation to ensure that it is able to give pick up advice to the Logistics Service Provider within the agreed time from the time he has received the order.

• Merchant is further required to update the dispatch details of the products on the web-based interface provided by the company within 24 hrs of dispatch of the product. The dispatch information of the same should be available to the company and the Customer to see in 24 hrs time.

1. All orders should be dispatched within 48 or given in deadline provide by merchant hours unless the merchant obtains the company’s approval to ship under revised timelines.

• Given the importance of getting the order to the customer in the least amount of time possible the company requests, as a guideline, a minimum of 80% of all orders to be dispatched within the given time line.

• STOCK UPDATION

Merchant would be responsible for updating stock position to the company so as to give correct information on stock availability to the users at any point of time. This is essential to ensure orders are dispatched on time which is necessary to deliver a positive customer experience and help build customer loyalty. The company understands that due to unpredictable demand at times certain items might become out of stock at short notice; however the Merchant undertakes that as a guideline no more than 1% of all orders placed through the company will be placed on hold for any reason whatsoever.

2.4 PACKAGING

Merchant would ensure that items to be shipped as per customers’ orders are packed in a fashion so as to not cause any damage during shipment. The LSP would have all rights to refuse pick up in cases where it deems the packing to be unsatisfactory. The company shall provide outer tamper-proof packaging material which has to be used for all orders while sending the shipment to the customer. In the event of the company’s branded packaging material not being available, the merchant may use only plain un-branded material at their own cost. In case any damage happens to the product due to wrong packing, the charges of return shall be borne by the merchant. The merchant will also ensure providing the new product to the customer as soon as possible.

2.5 PRODUCT WEIGHT

Merchant also takes the responsibility to share accurate gross weight (inclusive of packing) for every item he would be offering for selling for the purpose of determination of shipping costs.

2.6 PRODUCT QUALITY

Merchant would be solely responsible for the quality of all products and services made available by him in his store on the Fashion Pulp.com web site. It is desirable from the merchant to provide complete details about their product in product description section in order to reduce order cancellation.

2.7 RETURNS & REFUNDS

The merchant agrees to comply with the company’s returns and refunds policies. These policies may be revised with mutual consent from time to time by giving the merchant 7 days notice. The company currently operates a few days no questions asked return / refund policy for all unused and undamaged products returned in their original packaging ( Written in website ) The merchant agrees to accept such returns and the company will refund such payment to the customer. Returns / requests for refunds for used items which are being returned due to the product description being inaccurate or the product being of poor quality will be considered by the merchant in good faith and the merchant undertakes to refund the customer where the complaint is deemed genuine by the company. In case any wrong product is dispatched to the customer, the merchant agrees to bear the shipping cost (dispatch & return).

2.8 OVERALL STORE RESPONSIBILITY

Merchant would be solely responsible for all goods and services offered at his store, for all aspects of all sales of goods and services through his store, for all materials used and displayed at his store, and for all acts or omissions that occur at the store in connection with his account or password. The company reserves the right to impose additional requirements on some merchants or some stores.

3. PROPRIETY RIGHTS

Merchant is disallowed from reverse engineering, decompiling, disassembling, modifying, adapting, translating or using for derivative works any software provided by the company to them for their use. They are also disallowed from copying, reproducing, distributing or transferring the software.

Any content available from the company is protected by copyright, trademark, patent or propriety rights and laws.

4. MERCHANT PRIVACY

1. a) The company may maintain information about Merchant and its store on the company’s servers. Merchant agrees that the company may use Merchant information in any form for marketing or other purposes.

1. b) Merchant also agrees that the company may disclose Merchant information if the company believes in good faith that such action is necessary to comply with any law or regulation, to comply with legal process of any kind, to enforce this agreement, to respond to claims that the Merchant or store is engaged in activities that violates the right of third parties, or to protect the interests of the company. All such disclosures would be without imposing a duty on the company.

5. DISCLAIMER

All warranties, conditions, representations, indemnities and guarantees with respect to the merchandise sold online, whether expressed or implied, arising by law, custom, prior oral or written statements by the company or otherwise (including, but not to any warranty or merchantability, satisfaction, fitness for particular purpose, title and non-infringement) are hereby overridden, excluded and disclaimed. The company also disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. The company further disclaims any responsibility for any harm resulting from downloading or accessing any information or material though the products and services.

6. NO CONSEQUENTIAL DAMAGES

Under any circumstances the company will not be liable for any consequential, indirect, special, punitive or incidental damages or lost profits whether foreseeable or unforeseeable, based on claims of merchant.

7. TAXES, DUTIES AND OTHER STATUTORY OBLIGATIONS

At no point of time does the company take on ownership of Merchant’s merchandise or Merchant Agency responsibility of any form and all invoicing will be done by the merchant.

The company only takes the role of a business facilitator for the Merchant but not as an agent. Merchant, therefore, shall not raise any invoice on the company. All statutory compliances, e.g. accurate calculation, payment and filing of GST, Local Sales Tax or Central Sales Tax returns, TDS, Service Tax, Excise or any prevailing duties would be the sole responsibility of the Merchant. It is clarified further that Merchant will not claim any such tax or duty payments from the company and that all such amounts would be considered before arriving at the consumer price. The company will pay any applicable government taxes on its commission.

8. TERM & TERMINATION

This Agreement shall not be for a fixed period but remain enforce till revocation by either of

the parties of the contract with mutual consent and commencing on the date first written above.

However, at any time during the term, the company has the right to review any store to ensure Merchant’s compliance with the Agreement, and terminate, remove or disable store.

This Agreement may be terminated by either party, with or without cause, upon Ninety (90)

days prior written notice to the other party.

9. INDEMNITY

Merchant will indemnify the company and its parents, subsidiaries, affiliates, associates, directors, shareholders, employees and agents from against any damage, loss, liability or expense (including lawyers’ fees) that the company may incur (i) with respect to any negligent act or omission by, or wilful misconduct of, Merchant, Merchant’s employees or agents or (ii) as a result of any warranty, condition, representation, indemnity or guarantee granted by Merchant or provided by law in addition to or in lieu of the warranties specified earlier.

10. FORCE MAJEURE

Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, transportation stoppages or slowdowns and the like. These causes will not excuse Merchant from paying accrued amounts due to Fashion Pulp.com through any available lawful means acceptable to the company. If any of these causes continue to prevent or delay performance for more than 60 days, either party may terminate this Agreement, effective immediately upon notice to the other party; however this does not absolve either party from clearing any dues.

11. ARBITRATION

1. General Any question, dispute or differences arising out of or in connection with this Agreement or breach, termination or validity hereof, shall be first endeavoured to be settled through friendly discussion or negotiations between the Parties.

1. Proceedings In the event of any dispute arising out of or concerning these terms and conditions, the same shall be referred to the arbitration of an arbitral tribunal consisting of one independent and neutral arbitrator nominated through consensus by both parties. If the parties fail to agree upon the identity of the sole arbitrator within a period of seven days then the sole arbitrator shall be appointed by the Court of competent jurisdiction. The decision of the arbitral tribunal shall be final. The place of arbitration shall be Patna.

1. Award The arbitral award will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrators. Any additional costs, fees or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement.

1. Legal Actions Nothing in this section will prevent either party from seeking interim injunctive relief to collect unpaid and past due amounts in the courts having jurisdiction over the other party.

12. ENTIRE AGREEMENT

This Agreement and its Exhibits constitute the complete and entire statement of all terms, conditions and representations of the agreement between the company and Merchant with respect to its subject matter and it supersedes all prior writings or understandings.

13. ASSIGNMENT

Neither party may assign or transfer this Contract without the prior written consent of the other party.

IN WITNESS WHEREOF, INTERMINGLE INDIA PVT. LTD. AND MERCHANT CAUSE THIS AGREEMENT TO BE EXECUTED BY THEIR DULY AUTHORISED REPRESENTATIVES IDENTIFIED BELOW:

INTERMINGLE INDIA PVT. LTD. (“The Company”) By: Name: Title: Director

M/s (“Merchant”) By: Name: Title:

TERMS & CONDITIONS

• Commission Structure (% age margin / Rate Sheet) :

• Payment Cycle

30 days

• Shipping Take care By