SERVICES AGREEMENT

This Services Agreement is made on [●] (“Execution Date”), by and between Zero Effort Technologies Private Limited and [ Insert name of Seller] (the “Agreement”):

  1. [Insert name of Seller], [insert description of seller] (hereinafter referred to as “Seller”, which expression shall, unless inconsistent to the context or meaning thereof, be deemed to include its [heirs] successors and permitted assigns) of the FIRST PART;

AND

  1. Zero Efforts Technologies Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at [●] (hereinafter referred to as the “Service Provider”, which expression shall, unless inconsistent with the meaning or context thereof, be deemed to include its successors and permitted assigns) of the SECOND PART;

(Seller and Service Provider are hereinafter individually referred to as a “Party” and collectively as the “Parties”).

WHEREAS:

        1. Seller is desirous of selling [insert description of product] (“Goods”).
        2. The Service Provider is engaged in the business of, (i) owning and operating the online marketplace [insert name of domain] and providing platform services to buyers and sellers on the platform for the sale and purchase, by such buyers and the sellers, of various pre-owned products; (ii) providing agency services to various sellers to act on their behalf with respect to the sale of products; and (iii) such other the business that the Service Provider may carry on from time to time (“Business”).
        3. Seller seeks to avail of the services as set out in services as set out in this Agreement from the Service Provider.
        4. Accordingly, the Parties are now desirous of entering into this Agreement to set out the terms and conditions for the provision of the Services by the Service Provider to the Seller.

Now therefore, in consideration of the foregoing, and the premises, mutual covenants, promises, agreements and provisions set forth hereinafter, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties, with the intent to be legally bound hereby agree as follows:

  1. SCOPE OF Services
    1. The Service Provider agrees to provide to the Seller, and the Seller agrees to avail from the Service Provider, on a non-exclusive basis, the services set out in Clause 1.2 (“Selling Services”) and 1.3 (“Administration Services”) (collectively referred to as “Services”). The Services shall be provided on an arm’s length basis in accordance with applicable law.
    2. The Service Provider provides a service that allows the Seller to list specified property (“Goods”) for sale directly through the [Website] (“Selling Service”). By registering for or using / selling Goods on the Website, the Seller agrees to be bound by this Agreement and the terms set out herein.
        1. The Service Provider is authorised on behalf of the Seller to negotiate with the prospective buyers in order to complete the sale of the Goods. The Seller further authorises the Service Provider to take any and all action including with respect to fixing of the price of the Product as deemed fit by the Service Provider in furtherance of the Selling Services. The Seller shall pay the Service Provider the Service Fees (as set out in Schedule I) during the Term of this Agreement with respect to the Services. All taxes or surcharges imposed on fees payable by the Seller to the Service Provider shall be the Seller’s responsibility.
        2. Remittances to the Seller for its transactions (excluding COD transactions) will be made through a nodal account (the “ Nodal Account”) in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009 or through the online bank or any other mutually agreed means used to transfer such remittances to Seller’s bank account. Remittance to the Seller for COD transactions shall be made through the online bank or any other mutually agreed means used to transfer to Seller’s bank account.
        3. The Seller hereby agrees and authorizes the Service Provider to collect payments on behalf of the Seller from customers for any sales made through the COD mechanism. The Seller further authorizes and permits the Service Provider to collect and disclose any information (which may include personal or sensitive information such as seller bank account information) made available to the Service Provider in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by Service Provider in connection with this Agreement.
        4. The Service Provider is entitled to deduct and retain a portion or the Sale Proceeds of the Seller as Service Fees.
    3. The Service Provider shall also provide additional services in the nature of packing, courier, handling, dispatch, shipping and delivery and storage services (“Administration Services”) as set out herein
        1. Shipping : The Service Provider shall provide dispatch and delivery services only with respect to customers located in India. The Seller shall ship the required units/ products to the Service Provider in accordance with applicable policies of the Website.
        2. Storage Services : The Service Provider shall provide storage services in accordance with the terms of this Agreement once it confirms receipt of delivery. The Service Provider shall keep electronic records that track inventory of units by identifying the number of units stored in any warehouse of the Service Provider. [If there is a loss of or damage to any units while in storage, the Service Provider will, as the Seller’s sole remedy, pay the Seller the applicable replacement value The replacement value is inclusive of any VAT/CST (if applicable) and if the replacement value is subject to VAT, the Seller agrees to provide a valid VAT/CST invoice to the Service Provider.]. At all other times, the Seller shall be solely responsible for any loss of, or damage to, any units.
        3. Packaging Services: The Service Provider shall provide packaging services with respect to the Goods of the Seller.
        4. Compensation : Company will charge a commission of 10% for the services provided on the sale value.
    4. It is hereby clarified that the Service Provider shall not purchase the Goods or acquire any title in the Goods and nothing set out in this Agreement or the proposed arrangement shall be construed as a deemed sale in favour of the Service Provider.
  2. PROCEDURE FOR ENROLMENT
    1. The Seller shall complete the registration process [available on the Website] for one or more of the Services in order to initiate the enrolment process.
  3. FEES AND SECURITY DEPOSIT
    1. The Service Provider shall deposit an amount of Rs. [●] (“Security Deposit”) against the Seller delivering the physical product to the Service Provider. The Security Deposit shall be non-refundable in nature and shall be adjusted against the Service Fees.
  4. TERM AND TERMINATION
    1. This Agreement may be terminated in any of the following ways:
        1. By the Service Provider at any time, without prior notice, upon (i) breach of the terms and conditions set out in this Agreement; and (ii) breach of terms of use of the [Website] by the Seller;
        2. by the Seller or by the Service Provider (“Terminating Party”) by giving the other Party a written notice of 15 (fifteen) days.
    2. Upon termination of this Agreement by the Seller in terms of Clause 4.1(b) or by the Service Provider in terms of Clause 4.1(a), the Seller shall immediately upon such termination refund the Security Deposit to the Service Provider.
    3. Upon termination, the Service Provider shall return all inventory, if any, lying with it on behalf of the Seller In the event this Agreement is terminated by the Seller, all costs related to the return of the Seller’s inventory or disposal of the same, would be done at the Service Provider’s sole discretion.
    4. It is hereby clarified that, in the event the Agreement is terminated by the Security Provider in terms of Clause 4.1(b), the Service Provider shall forfeit the Security Deposit.
  5. Tax Matters
    1. The Seller shall be responsible for the collection and payment of any and all of its Taxes together with the filing of all relevant returns, such as service tax, Value Added Tax (“VAT”)/Central Sales Tax (“CST”) and issuing VAT/CST invoices/credit memos where required.
    2. The Service Provider is not responsible for collecting, remitting or reporting any service tax, VAT/CST or other taxes arising from such sale. The Seller is solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
    3. Unless stated otherwise, any and all fees payable by the Seller pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services and similar taxes, and it shall be the responsibility of the Seller to pay any taxes that are imposed and payable on such amounts. If the Service Provider is required by law or by administration thereof to collect any value added, service, sales, use, goods and services or similar taxes from the Seller, the Seller shall pay such taxes to the Service Provider.
    4. If for any reason, any income tax or withholding tax is determined to be deducted and deposited on any payments or remittances to the Seller, the Service Provider will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by the Seller against the Servce Provider.
  6. TITLE RISK

The Parties acknowledge and understand that the title to the Goods proposed to be sold on the Website rests with the Seller. The Service Provider constructively holds the Seller’s Goods as a part of its Administration Services, however, the Service Provider shall not assume any title risk. Any loss or damage to the Goods of the Seller shall remain the sole responsibility of the Seller.

  1. MISCELLANEOUS
    1. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.
    2. No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof. The rights and remedies of any Party provided for in this Agreement shall be in addition to the rights and remedies in law or in equity.
    3. Any and all disputes between the Parties arising out of or in connection with this Agreement or its performance (including its validity, interpretation and termination) shall, so far as is possible, be settled amicably between the Parties. If after a period of 30 (thirty) days from such dispute, the Parties to the dispute have failed to reach an amicable settlement, such dispute shall at the written request of any Party to the dispute, shall be settled by binding arbitration conducted in terms of the Arbitration and Conciliation Act, 1996 and held in Bangalore. The arbitration panel shall consist of 3 (three) arbitrators. 1 (one) arbitrator shall be appointed by the Service Provider, 1 (one) arbitrator by the Seller and the thrid shall be jointly appointed by the arbitrators so appointed.
    4. No Party shall be liable to the other if, and to the extent, that the performance of any of its obligations under this Agreement is delayed, prevented, restricted, prejudiced or interfered with due to circumstances beyond the reasonable control of such Party including without limitation, legislations, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of government and/or shortages of materials.
    5. This Agreement will be governed by and construed in accordance with the laws of India and subject to Clause 7.4 above, the courts in Bangalore shall have exclusive jurisdiction.