Register as Seller

1.1.17. “Product(s)/Service(s)4” shall have the meaning ascribed to it in Annexure I, and the
terms “Product(s)” or “Service(s)” may be used individually or collectively as the context
may require;

1.1.18. “Prohibited Person” shall have the meaning ascribed to such term in Clause 9.1 of this
Contract;

1.1.19. “Self-Shipping” shall have the meaning given to such term in Clause 4.1 of this Contract;

1.1.20. “Seller” shall have the meaning given to such term in the preamble of this Contract;

1.1.21. “Selling Price” shall mean the price at which the Products/Services are showcased on the
Bharat E-Mart;

1.1.22. “Term” shall have the meaning ascribed to such term in Clause 10.1 of this Contract;

1.2. In this Contract:

1.2.1. references to statutes or statutory provisions include references to any orders, or regulations
made thereunder and references to any statute, provision, order or regulation include
references to that statute, provision order or regulation as amended, modified, re-enacted or
replaced from time to time whether before or after the date thereof.

1.2.2. any reference to the singular shall include the plural and vice-versa;

1.2.3. any references to the masculine, the feminine and the neuter shall include each other;

1.2.4. any references to a “company” shall include a body corporate;

1.2.5. any reference to a document “in the agreed form” is to the form of the relevant document
agreed between the Parties and for the purpose of identification initialled by each of them or on
their behalf (in each case with such amendments as may be agreed by or on behalf of the
Parties);

1.2.6. the recitals and schedules form an integral part of this Contract and shall have the same force
and effect as if expressly set out in the body of this Contract, and any reference to this Contract
shall include any recitals and schedules to it. Any references to Clauses, annexures and
schedules are to clauses, of and annexures and schedules to this Contract. Any references to
parts or paragraphs are, unless otherwise stated, references to parts or paragraphs of the
schedule in which the reference appears;

1.2.7. references to this Contract or any other document shall be construed as references to this
Contract or that other document as amended, varied, novated, supplemented or replaced from
time to time;

1.2.8. the expression “this Clause” shall, unless followed by reference to a specific provision, be
deemed to refer to the whole Clause (not merely the sub-clause, paragraph or other provision)
in which the expression occurs;

4 Please retain whichever definition is applicable to the Seller’s business and listing on Bharat E-Mart.

1.2.9. each of the representations and warranties provided in this Contract is independent of other
representations and warranties and unless the contrary is expressly stated, no Clause in this
Contract limits the extent or application of another Clause;

1.2.10. any reference to books, files, records or other information or any of them means books, files,
records or other information or any of them in any form or in whatever medium held including
paper, electronically stored data, magnetic media, film and microfilm;

1.2.11. headings to Clauses, parts and paragraphs of schedules and schedules are for convenience only
and do not affect the interpretation of this Contract;

1.2.12. “in writing” includes any communication made by letter or e-mail;

1.2.13. unless otherwise specified, any reference to a time of day is to India time;

1.2.14. the words “include”, “including” and “in particular” shall be construed as being by way of
illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting
the generality of any preceding words;

1.2.15. where a wider construction is possible, the words “other” and “otherwise" shall not be
construed ejusdem generis with any foregoing words;

1.2.16. this Contract is a joint draft product of the Parties and any rule of statutory interpretation
interpreting agreements against a party primarily responsible for drafting the agreement shall
not be applicable to this Contract.

2. SERVICES

2.1. Ownership and Product Listing

2.1.1. Ownership of Bharat E-Mart: The ownership of Bharat E-Mart shall exclusively belong to the
Owner. Bharat E-Mart serves as a platform provided by the Owner to the Seller, enabling the
listing of Products/Services produced and/or distributed by the Seller for customer purchase via
Bharat E-Mart.

2.1.2. Listing and Quantity Control: The Seller acknowledges that the Owner reserves the right to
impose maximum quantity restrictions on the Products listed by the Seller, thereby regulating
the number of orders the Seller may receive and ensuring timely delivery. The Seller is obligated
to upload Products/Services within the appropriate categories using the Seller panel.

2.1.3. Catalogue Details and Compliance: The Seller must furnish comprehensive catalogue details,
including MRP and Selling Price, ensuring that such details adhere to all applicable legal
provisions.

2.1.4. Access Restrictions: The Seller commits to accessing its Bharat E-Mart account exclusively
through the website with the URL "www.seller.bharatemart.com." The Seller shall refrain from
accessing said account through any third-party aggregator website, using the user credentials
provided by Bharat E-Mart.

2.2. Role of the Owner

2.2.1. Limited Role of Bharat E-Mart: The Seller acknowledges and comprehends that the Owner’s
function is restricted to the management and operation of Bharat E-Mart for the presentation of
Products/Services, facilitating transactions exclusively between the Seller and the customer. The
Owner solely acts as an intermediary and facilitator.

Product would be original, not duplicate, contaminated with 6 months of expiry date, not tampered, no
leakage, not blended, unadulterated etc. any issue arising in all mentioned points will be resolved by
the seller, any brand image erosion of bharatemart due to this will be only paid by the seller.

2.2.2. Bipartite Contract: The contractual arrangement for the sale of any Products/Services shall
constitute a strictly bipartite agreement between the Seller and the customer. The Owner shall
not be party to any dispute resolution between the Seller and the customer, nor shall it incur
any associated litigation costs arising from such disputes.

2.2.3. Fulfilment Support Services: The Owner shall provide (if availed by the Seller) the fulfilment
support services detailed in Annexure II of this Contract (“Fulfilment Support Services”).

2.2.4. The Owner may also provide such other services as may be included and modified by the
Owner from time to time.

2.3. Role of the Seller

2.3.1. The Seller undertakes that during the Term the Seller shall appoint a representative, who shall
be Bharat E-Mart's point of contact for any and all matters related to this Contract, including but
not limited to all sales and delivery related matters reconciliation of inventory and accounts etc.
The Seller representative’s approval would be treated as official final view of the Seller.

2.3.2. The Seller, selling the Products/Services, shall at its own cost, provide all photos as per the
specifications prescribed by the Owner, inventory sheets, relevant material and price
information/deals and offers related to the Products/Services to the Owner for including the
said information and details on Bharat E-Mart. All such information shall be provided to the
Owner at least 15 (Fifteen) Business Days in advance of listing the Products/Services on Bharat
E-Mart and shall be in the manner as may be prescribed by the Owner from time to time. The
Seller is obligated to fulfil all transactions at the Selling Price when the customer places an
order.

2.3.3. In the event the Seller desires a special photo shoot for the Products, the same can be
organized by the Owner at an additional cost as may be determined by the Owner, at its sole
discretion.

2.3.4. The Seller shall be responsible for ensuring that the Seller’s inventory is updated and reflects
the real-time availability / non-availability of the Products/Services listed on Bharat E-Mart. The
Owner shall not be responsible for any claims made by the customer for any inaccurate
Product(s)/Service(s) availability details that are displayed on the Bharat E-Mart due to any
negligence/default on the part of the Seller to provide updated and accurate Products/Services
information. The Seller shall be required to retain an adequate inventory of the Products listed
on the Bharat E-Mart, for successful fulfilment of orders. 

2.3.5. The Seller shall duly comply with all requirements specified in this Contract and be bound by
Bharat E-Mart policies, including any amendments made by Bharat E-Mart from time to time
which may be made without any prior notice to the Seller.

2.3.6. The Seller shall be solely responsible for accuracy of all information including packaging
requirements under the applicable laws and/or validity of the prices and any other charges and/orother information relating to the Products/Services offered on Bharat E-Mart. The rates provided
by the Seller for display on Bharat E-Mart shall at all times include all applicable taxes, fees,
charges and any other payments due to any other parties by the Seller. The Seller shall be liable
for any failure to comply with packaging requirements under the applicable laws or inaccuracy of
information above Products/Services.

2.3.13. The Seller agrees and confirms that the payment gateway and logistic support services are
being provided by the third party. The Owner shall not in any manner be liable to the Seller for
failure or delay in providing these services.

2.3.14. The Seller undertakes and agrees not to host, display, upload, modify, publish, transmit, update
or share any information that:

(i) belongs to another person and to which the Seller does not have any right to;

(ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic,
pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically
objectionable, disparaging, relating or encouraging money laundering or gambling, is
unlawful in any manner whatsoever or capable of hurting the religious sentiments of
any segment of the population;

(iii) harm minors in any way;

(iv) infringes any patent, trademark, copyright or other proprietary rights;

(v) violates any law for the time being in force;

(vi) deceives or misleads the addressee about the origin of such messages or
communicates any information which is grossly offensive or menacing in nature;

(vii) impersonate another person;

(viii) contains software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer resource;

(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly
relations with foreign states, or public order or causes incitement to the commission
of any cognizable offence or prevents investigation of any offence or is insulting any
other nation.

2.3.15. The Seller hereby agrees and understands that the showcase of the Product(s)/Service(s) on
Bharat E-Mart shall be on a non-exclusive basis and Bharat E-Mart will not limit the number of
brands per category on board. The Owner wishes to provide the best variety of
Products/Services to the end consumer on the Bharat E-Mart website/mobile applications
and/or any other platform operated by Owner.

2.3.16. As a condition precedent to onboarding and continued participation on the BharatEMart
platform, the Seller shall submit and maintain valid, true, complete, and up-to-date
documentation, including but not limited to: (i) Permanent Account Number (PAN); (ii) Goods
and Services Tax (GST) registration certificate, where applicable; (iii) Micro, Small and
Medium Enterprises (MSME) registration or Udyam Aadhaar certificate, where applicable; (iv)
valid and verified bank account details; and (v) a duly completed product catalogue in the
format prescribed by BharatEMart. BharatEMart reserves the right to verify, reject, suspend,
or disable the Seller’s account or listings in the event of non-submission, incorrect submission,
misrepresentation, or expiry of any required document, without prejudice to any other rights
or remedies available under applicable law.

2.3.17. The Seller agrees to maintain records (including all invoices as per the applicable tax laws), books
of accounts, all returns, refunds, and any other records pertaining to the transaction carried on
Bharat E-Mart, as may be required for audit and regulatory purposes and for Bharat E-Mart’s
customer service purposes.

2.4. Audit Rights

The Seller shall be under the obligation to submit all the relevant documents and provide all
requisite information, to the Owner within 7 (Seven) Business Days from the date of the
request made by the Owner for such documents/information. The Owner shall have the right to
conduct a comprehensive audit on the Seller entity and shall retain the right to request any further documents/information as may be required by the Owner to complete an audit on the
Seller. In the event the outcome of the audit is not up to the satisfaction of the Owner, the
Owner shall have the right to terminate the Contract.

3.5. The Seller hereby agrees and acknowledges that the Owner shall at its discretion revise the
payment terms, percent of commission and Fee from time to time which shall be communicated
to the Seller and mutually agreed between the Parties and thereafter become binding on both
the Parties for the purposes of this Agreement.

3.6. For the sake of uniformity, the Seller hereby agrees and undertakes to maintain a uniform Selling
Price across all sales channels including their respective online stores, other e-commerce
websites, retail stores and exhibitions.

3.7. The Seller acknowledges, agrees, and undertakes that it will never obliterate, smudge, or alter
the MRP indicated by the manufacturer, importer, or the packer of the Product. In the event of
the Seller is found in violation of this Clause, Owner at its sole discretion may impose a penalty
as deemed necessary and recover the gross merchandise value of the concerned Product(s) and
indemnify itself in accordance with Clause 6 (Indemnity) of this Contract and may decide to
suspend the Seller from conducting any further business till it pays the so imposed penalty and/or
damages. The Seller further agrees and understands that it shall be directly liable to face trial or
proceeding, if any, undertaken under any applicable laws.

3.8. The Parties hereby agree that the payments made by the customers for the purchase of Products
on Bharat E-Mart as per mutually agreed payment terms shall be released by the Owner to the
Seller, in the designated bank account of the Seller as intimated by the Seller to the Owner,
within the mutually agreed timline post delivery of the Products/Services to the customer.

3.9. The payment and account reconciliation cycle for all orders placed in the previous month shall
be first week of every succeeding month wherein the Owner shall raise an invoice for the Fees
deducted and settlements done for the previous month in the first week of every succeeding
month providing details of all orders for the Products of the Seller received by the Owner on
Bharat E-Mart for the previous month. Any dispute, discrepancy, or objection relating to the
ledger must be communicated to the Owner in writing within seven (7) days of receipt. Failure
to provide such written communication within the stipulated period shall result in the ledger
being deemed final, accurate, and accepted by the Seller without further contest. In case of any
discrepancies are determined during the re-conciliation including due to any returns, refunds
and/or cancellations, the determination of the Owner of the final monthly reconciliation
pertaining to the previous month shall be final and binding on the Seller and the Parties shall
settle the differential amounts, if any, in the next billing cycle. The Seller accepts and confirms
that the account reconciliation and payment mechanism offered by the Owner is fair and
adequate for sale of the Products/Services through Bharat E-Mart. The Seller shall furnish its
complete and accurate ledger to the Owner on or before the 5th day of the succeeding month.

4.2. Once an order is received through Bharat E-Mart, the Seller shall directly process and fulfill
the order. The Seller shall generate invoice for the customer, in accordance with applicable laws.
The Seller shall be responsible for packaging the Product and handing it over to the designated
logistic partner for delivery to the customer. Delivery shall be completed as per the timelines
communicated by the logistic partner. Bharat E-Mart acts solely as an online marketplace
facilitating the transaction and shall not hold or manage inventory.” Thereafter, the logistic
partner shall have the pre-packed Product collected (with the purchase order printed on top)
from the Seller and deliver it to the customer, in accordance with the timelines decided/specified by the logistic partner.

4.3. Orders placed on the Bharat E-Mart before 11:00 AM (IST) must be prepared for shipment by
the Seller on the same day, while those received after 11:00 AM (IST) should be ready for
shipment by 11:00 AM (IST) of the following day and inform the courier partner chosen by the
customer at the time of placing an order shall be responsible for shipping/delivery as soon as
the Product is ready for shipment . The Seller hereby agrees and confirms that for any delay in
supply of the Product packaged for shipment beyond the time period mentioned herein, the
Seller shall be liable to pay a penalty calculated at a rate of [•]% of the invoice value of the
Product in question for each day of delay to the Owner.

4.4. The Seller shall maintain utmost cleanliness and hygiene standards while packaging the
Product(s) for delivery in accordance with best industry practice and the quality standards as
may be intimated by the Owner from time to time. The Seller shall ensure that the packing
provides protection to the Products from the rigors of shipment, trans-shipment and multiple
handlings, loadings and un loadings. However, if any Product whether in partial/full of the
consignment is damaged, lost, stolen, destroyed or otherwise impaired prior to the delivery at
the delivery location, the Seller shall, at its own cost and expense, restore or replace such
affected Products. The provisions of this Clause are neither a packing manual, nor a substitute
for recognized packing practices and the Seller shall be fully responsible for the quality of
packaging and compliance with applicable laws.

4.5. The Seller will use its knowledge of the Products to provide supplementary packaging when
customary and usual packaging may not provide sufficient protection. The packaging shall be in
a manner such that Products are protected against mechanical damage (breakage, loss, etc.)
and corrosion. The Seller acknowledges the possibility of the Products being subjected to
different weather and climatic conditions during transportation or storage. As a result, the
Seller agrees to consider potential weather-related circumstances when deciding on and
implementing suitable packaging measures.

4.6. The Seller confirms and undertakes ownership of the Products and confirms that it shall at all
times have marketable and legal ownership and title in respect of all Products offered on
Bharat E-Mart and shall pass on the same to the customer buying the Products, after
successful delivery of the Product(s).

4.7. The Seller hereby agrees and acknowledges that any failure by the Seller to have the Product
ready for shipment within a period of 7 (Seven) Business Days from the date of receipt of
order, the order shall stand cancelled, and the Seller shall be liable to a penalty, calculated at
the rate of 15% (Fifteen Percent) on the invoice value of the Product to the Owner, as fine.

4.8. Upon request by Owner, the Seller is obligated to furnish the Proof of Delivery ("POD") or
dispatch confirmation within 48 (Forty-Eight) hours to the Owner. In the event the Seller fails to
provide the necessary documentation within time frame mentioned herein, the Owner shall
proceed to refund the customer on the Seller's behalf. The Seller acknowledges and agrees to
bear the financial loss of the refunded order value.

5. RETURN AND REFUND

5.1. The return and refund requests initiated by the customer for the Product(s)/Service(s)
purchased on the Bharat E-Mart shall be governed by the return and refund policy of the
Owner, which may be amended from time to time, and such changes will be reflected on the
Bharat E-Mart. The Seller shall be responsible to resolve all complaints made by the customers
for Products ordered through Bharat E-Mart and other complaints to the satisfaction of the
customer within 1 (One) day from the receipt of such query. The Owner shall only be the
facilitating link between the customer and the Seller for any complaints in relation to the
Products/Services sold. The Seller agrees and confirms that all customer complaints and
Product/Service complaints shall solely be to its account, and it shall undertake all necessary
steps as may be required as per the complaint/redressal mechanism of the Owner to resolve
the complaints at its own initiative and cost. Further, the Seller acknowledges that the Owner
shall not in any way be responsible for ensuring resolution of the complaints and the Owner
shall not in any manner either directly or indirectly be liable for any claims made by a customer
in relation to the Products.

5.2. The Seller agrees and acknowledges that if upon inspection of the delivered Product, a
customer discovers defects, damages or discrepancies from product specifications as
mentioned in the purchase order, then replacement of the damaged or defective parts of the
order shall be at the Seller’s own cost.

5.3. In the event of return of the Products from the customer i.e. if the Product is not up to the
mark, a wrong product was delivered, description of the Product was not clear enough, the
Product is damaged, the size is not appropriate, it shall be the responsibility of the Owner
through its courier partners to get the Product picked from the customer and deliver it to the
Seller, the delivery of the Product to the Seller shall be done as per the return and refund policy
of the Owner. Thereafter, it shall be the responsibility of the Seller to replace the Product,
refund any amount that the Seller may have received from the customer and any additional
transport costs shall be borne solely by the Seller.

5.4. The Seller hereby agrees that the replaced Product shall be ready for shipment within a period
of 3 (Three) Business Days from the receipt of the old Product by the Seller. The Seller hereby
understands that any delay in having the replaced Product packaged for shipment beyond a
period of 3 (Three) Business Days as mentioned herein, the Seller shall be liable to pay a
penalty calculated at a rate of 10% of the invoice value of the Product in question subject to a
maximum of INR 100 (Rupees One Hundred) per day to the Owner.

5.5. As regards the refund of the Products/Services to the customers, it is hereby clarified that
payments once received by the Owner shall not be refunded by the Owner to the Seller. In the
event of any refund sought for the Products returned by the customers due to any reason other
than manufacturing defect/damage, the Owner shall only offer a ‘credit note’ to the customers
wherein the customers shall have the option of returning the Products through Bharat E-Mart in
lieu of a credit note, and no cash refunds shall be initiated to the customers. This credit note
may be used by the customer for purchase of any other Product/Service made available on
Bharat E-Mart till such period as may be stipulated in Bharat E-Mart’s terms and conditions as
may be applicable to the customers. It is however clarified that in such an eventuality where
the Products/Services are returned by the customers in lieu of a credit note, the Owner shall
not, under any given circumstances, be liable to disburse the payment to the Seller. Only upon
availing of the credit note by the customer, the Owner shall release the payment to the Seller
within a period of 2 (Two) Business Days of acceptance of the new Products by the customer, after deducting the Fee, in the designated bank account of the Seller as intimated by the Seller
to the Owner. The Seller shall offer standard manufacturer's or Seller's warranty actually
associated with the Products. The Seller agrees that repair, replacement or 100% (One
Hundred Percent) refund of money will be given to the customer against any manufacturing
defect or damage reported by the customer. The Seller shall be solely responsible to issue a
suitable, duly stamped, manufacturer's warranty card to the customer with the Product at the
time of dispatch of the Product, if applicable.

5.6. The Seller undertakes to provide its signature along with its stamp with Seller's name /contact
number on all return shipments POD Slip. In the absence of such evidence on return
shipments, no return shipment query will be entertained.

5.7. In case the customer cancels an order for any reason whatsoever before the delivery of such
order, the Owner through Bharat E-Mart will inform Seller to stop the delivery of the said order
and

6. INDEMNITY

6.1. The Seller shall keep the Owner, its affiliates, successors, assigns, employees and its respective
officers, representatives indemnified and defend and hold harmless 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, including but not limited to, as a result of:

(i) breach or non-performance by the Seller of any of its undertakings, warranties,
covenants, declarations or obligations under this Contract; or

(ii) any claim or proceeding brought by any of the customer of the Products or any other
person against the Owner in respect of any Products on the Bharat E-Mart, whether
or not such complaint was settled by the Seller or was an unsettled claim; or

(iii) any negligent act or omission or default or misconduct or fraud of the Seller or its
agents or its customers; or

(iv) any hacking or lapse in security of the Bharat E-Mart website or the data leakage on
the Bharat E-Mart; or

(v) any violation of third-party intellectual property rights.

6.2. The indemnities provided herein and provisions making reference to the indemnities shall
survive the termination of this Contract.

6.3. It is hereby clarified that all Products or services made available through Bharat E-Mart are
provided on an ‘as is’ and ‘as available’ basis, without any representations and warranties,
express or implied by the Owner. The Owner does not make any representations pertaining to

the information, content, Products or services included on or otherwise made available through
Bharat E-Mart.

6.4. Notwithstanding anything stated under this Contract, in the unlikely and rare event, of the
Owner being liable to a Seller selling its Products, the aggregate liability of the Owner from any
cause whatsoever shall not in any event exceed sum equivalent to the transaction Fee of a
single, most recent transaction of the Seller or the amount due to the Seller, as appearing on
the account statement, whichever is lower.

7. INTELLECTUAL PROPERTY

7.1. The Seller hereby grants the Owner, a non-exclusive, royalty-free, sub-licensable, limited
license to use, display and reproduce the trademarks, service marks and logos of the Seller.
The Seller, where applicable, hereby confirms that the Seller has the requisite right to use the
said marks and logos and to grant permission to use as stated herein. The Seller shall retain all
intellectual property rights in such marks. Further, Seller recognizes and confirms that Bharat
E-Mart has the exclusive right to supervise, allow and reject the contents of Bharat E-Mart.
Bharat E-Mart shall not be liable for contents and images shared, uploaded, or displayed on the
Bharat E-Mart by the Seller regarding the Seller’s Product(s)/Service(s) and all consequent
liability will be borne by the Seller only.

7.2. Nothing contained herein shall authorize the Seller to use, display or exploit the intellectual
property rights of the Owner without the prior written consent of the Owner. The Seller, selling
its Products shall have the right to state that Products are available on the Bharat E-Mart
website at its offline stores and other promotional and advertisement initiatives for the
Products.

7.3. The Seller hereby agrees that it shall not copy, modify or distribute or misuse any information
provided on Bharat E-Mart for its personal use or gain. The Seller acknowledges that the
Owner is the sole and rightful owner of the Intellectual Property and the Seller 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 Contract. “Intellectual Property” shall mean 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 the Owner.

8. REPRESENTATIONS AND WARRANTIES

8.1. The Seller by registering as a ‘Seller’ on Bharat E-Mart, represents and warrants that the Seller,
in its individual capacity and/or as an authorized representative of an entity is eligible to legally
enter into this Contract. The Seller has completed the registration process and provided all
relevant details as required on Bharat E-Mart (i.e., address of the registered office and principal
place of business, contact details, email address, mobile/land line no., bank account details,
PAN No., GST registration/declaration, and other compliance related details through the seller
registration form) are true and correct as on date and the Seller undertakes to keep the same
updated at all times during the subsistence of this Contract.

8.2. The Seller represents and warrants that the execution, delivery and performance (or any of the
foregoing), by the Seller of this Contract and its obligations in relation to the transactions
contemplated hereunder, shall not (as applicable):

(i) conflict with or result in any material breach or material violation of any of the terms and
conditions of, or constitute (or with notice or lapse of time or both constitute) a default
under, any instrument, contract or other agreement or arrangement (written) to which it
is a party to or by which it is bound;

(ii) result in a material violation or material breach of or material default under any
applicable laws;

(iii) constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance under
any bankruptcy act or other applicable laws for the protection of debtors or creditors;

(iv) require the Seller to obtain any consent or approval from any governmental authority or
any law; and

(v) violate any order, decree or judgement against, or binding upon, it

(vi) transfer/trade the Seller panel to any other person or entity;

(vii) deal with fake, illegal and fake Products; and

(viii) create multiple accounts with Bharat E-Mart which may lead to misrepresentation of
identity of the existing account holders.

9. COMPLIANCE, ANTI-BRIBERY AND ANTI-CORRUPTION

9.1. The Seller hereby represents and warrants to the Owner, that:

(i) the Seller and the operation of its business is and, at all times has been in compliance in
all respects with all applicable Anti-Corruption Laws.

(ii) the Seller and any of its directors, officers and employees thereof, have not, and no other
persons that act for or on behalf of the Seller has violated any of the Anti-Corruption
Laws.

(iii) the Seller is not a Prohibited Person.

(iv) the Seller (and to its knowledge any Person acting on its behalf) does not have any
business relationships with any Prohibited Person.

(v) the Seller has not received any written notice from any regulatory authority under the
Anti-Corruption Laws.

(vi) the Seller is not engaged in activities resulting in breach of Anti-Corruption Laws.

As used herein “Anti-Corruption Laws” shall mean the Prevention of Corruption Act, 1988,
the Benami Transactions (Prohibition) Act, 1988, Prevention of Money Laundering Act, 2002,
the Black Money (Undisclosed Foreign Income and Assets) Imposition of Tax Act, 2015, United

States Foreign Corrupt Practices Act, 1977, and the United Kingdom Anti-Bribery Act, 2010,
and any amendments and restatements thereof.

As used herein “Prohibited Person” shall mean any individual or entity that is, or is owned
or controlled by an individual or entity that is, (i) the subject of any sanctions under any
economic sanctions law, administered or enforced by the government of the United States of
America (including without limitation, by the OFAC and including, without limitation, the
designation as a “specially designated national” or “blocked person”), the United Nations
Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom; or (ii)
located, organized or resident in a country or territory that is, or whose government is, the
subject of any sanctions described in the foregoing (including without limitation, the Crimea
region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

10. TERM AND TERMINATION

10.1. Term

This Contract shall be valid and binding on the Parties with effect from the Execution Date. The
term (“Term”) of this Contract shall be for a period of 1 (One) year from the Execution Date,
unless terminated in accordance with the terms specified herein.

10.2. Termination

10.2.1. The Owner shall have the right to terminate this Contract, if any of the following events occur:

(i) if the Seller commits a material breach of any provision of this Contract and if such
breach continues for 30 (Thirty) days from the date of receipt of a written notice from
the Owner;

(ii) On failure of the Seller to pay the Fee for a period of 60 (Sixty) from the receipt of an
invoice from the Owner in accordance with the provisions of Clause 3 (Fee) of this
Contract;

(iii) If the Seller fails to maintain the quality of the Products and upon receiving
complaints from the customer of the Seller for more than 2 (Two) instances;

(iv) if the Seller ceases to carry on business for more than 60 (Sixty) days or admits its
inability to pay its debts as they fall due.

10.3. In addition to the above, the Owner may at any time terminate this Contract, for any reason
whatsoever and at its will, by serving prior written notice of not less than 10 (Ten) days on the
Seller.

10.4. The Seller shall have the right to terminate this Contract by serving prior written notice of 3
(Three) months to the Owner. The Seller shall maintain its inventory levels even during the said
3 (Three) months notice period.

10.5. The termination of this Contract shall not relieve either Party of any obligation or liability
accrued prior to the date of termination.

10.6. Termination shall not affect any liabilities incurred by either Party prior to the termination or for
acts performed during the pendency of this Contract which may result in a dispute post
termination of this Contract, nor any provision expressed to survive or to be effective on
termination and the obligations set out in this Clause shall remain in full force and effect
notwithstanding termination. The Owner and the Seller shall undertake to settle all outstanding
dues arising out of this Contract within 30 (Thirty) days of the termination taking effect.

10.7. All materials, documentation, instruction manuals, guidelines, letters and writings and other
materials issued by the Owner from time to time in respect of this Contract whether in respect
of the utilization of the payment gateway or otherwise shall be returned immediately to the
Owner.

11. Confidentiality

11.1. The Seller shall keep all the information pertaining to the Contract including but not limited to
the customer data and the transactions on the Bharat E-Mart website (“Confidential
Information”), confidential and shall not be disclosed to any person other than its officers (to
the extent necessary to consummate the transaction contemplated hereby).

11.2. Confidential Information shall mean all the information of a confidential nature disclosed
(whether in writing, verbally or by any other means and whether directly or indirectly) by the
Owner to the Seller whether before or after the date of this Contract. The Seller, where
applicable, shall not, during the pendency of this Contract, or at any time this Contract expires
or terminates, divulge or use any Confidential Information for the benefit of any other person,
corporation, partnership, proprietorship, association, or other entity, nor will the Seller, directly
or indirectly permit the disclosure of any Confidential Information or aid any third party to
imitate any Confidential Information.

12. GENERAL PROVISIONS

12.1. No agency: This Contract constitutes a principal-to-principal relationship between the Owner
and the Seller and does not attempt to create any employee-employer or agency relationship.
The services are being rendered by the Owner as an independent entity and nothing contained
herein shall be deemed to create any association, partnership, joint venture or relationship of
principal and agent or master and servant, or employer and employee between the Owner and
the Seller hereto or any affiliates or subsidiaries thereof or to provide either the Owner or the
Seller with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party, i.e. either the Owner or the Seller.

12.2. Publicity: The Owner at all times shall have the right to use the name and/or trademark/logo
of the Seller selling their Products in its sales or marketing publication or advertisement to
communicate the brands/ Products available on the Bharat E-Mart website in the context of this Contract.

12.3. Assignments: The Owner may assign, in whole or in part, the benefits or obligations of this
Contract to its associate’s or affiliates, or any other company, in circumstances including but
not limited to pursuant to a restructuring or re-organization or demerger of its organization or
operations causing a change in management or something of the nature. The Owner shall not
require approval or consent of the Seller, it can at its discretion provide an intimation of such
assignment to the Seller. However, the Seller shall not assign, in whole or in part, the benefits
or obligations of this Contract, without the prior written permission of the Owner.

12.4. Force Majeure: Neither Party shall be liable for its failure to perform under this Contract as a
result of occurrence of any force majeure events like acts of God, fire, wars, sabotage, civil
unrest, labour unrest, action of statutory authorities or local or central governments, its
agencies or officers, change in laws, rules and regulations, affecting the performance of the
Seller or the Owner, payment gateways or the logistic support partner.

12.5. Governing Law, Settlement of Disputes and Jurisdiction: Any dispute or claim relating
to it, its enforceability or its termination under this Contract shall be governed by the
Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by the Owner. The
arbitration proceedings shall be held in English language at New Delhi. Subject to the
arbitration provisions, the courts at Delhi shall have exclusive jurisdiction over any disputes relating to the subject matter herein.

12.6. Waiver: Unless otherwise expressly stated, failure to exercise or delay in exercising a right or
remedy, hereunder shall not constitute a waiver of the right or remedy or a waiver of any other
rights or remedies, and no single or partial exercise of any right or remedy, hereunder shall
prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

12.7. Survival of Provisions: The terms and provisions of this Contract, by their nature and
content are intended to survive the performance hereof by any or all Parties hereto shall so survive termination.

12.8. Severability: If any provision, hereunder becomes, in whole or in part, invalid or
unenforceable but would be valid or enforceable if some part of that provision was deleted,
that provision shall apply with such deletions as may be necessary to make it valid. If any
court/tribunal of competent jurisdiction holds any of the provisions, hereunder unlawful or
otherwise ineffective, the remainder shall remain in full force and the unlawful or otherwise
ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

12.9. Non-Solicitation: The Seller warrants that it shall not directly or indirectly solicit for
employment, nor offer employment to, nor enter into any contract of services with any person employed by the Owner.

12.10. Non-Exclusivity: It is agreed and clarified that the arrangement set out by this Contract between the Owner and the Seller is on a non-exclusive basis.

12.11. Notices: All notices, requests, demands, waivers and other communications required or
permitted to be given hereunder shall be info@triptatechnologies.com , if to the Owner, if to Seller, it shall be to the address registered with the Seller.

12.12. Entire Agreement: This Contract, including the schedules and annexes attached hereto, supersede all prior discussions and agreements executed between the Parties with respect to
the subject matter hereof and contain the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

12.13. Amendment: The terms of this Contract shall not be altered or added to and nor shall
anything be omitted there from except by means of a supplementary agreement in writing duly signed by the Parties hereto.

12.14. Counterparts: This Contract may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same
instrument. The delivery of signed counterparts by electronic mail in "portable document format" (".pdf") shall be as effective as signing and delivering the document in person.

12.15. The Seller shall not run any campaigns for Owner/Owner’s employees unless agreed with the Owner

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT ON THE
DATE HEREINABOVE FIRST MENTIONED.

SIGNED AND DELIVERED ON BEHALF OF THE OWNER

By: Arvind Jain
Title: Vice President, BharateMart
Date:

SIGNED AND DELIVERED ON BEHALF OF THE SELLER

By:{{customer_name}}
Title: ________
Date: ________