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Memorandum of Understanding

This Memorandum of Understanding (‘MOU’) is made by and between:

Clues Network Private Limited, a private limited company incorporated under the laws of India having its corporate and registered office at Clues Network Pvt. Ltd, 1404-07, 14th Floor, Tower – B, Unitech Cyber Park, Sector – 39, Gurugram, Haryana – 122003, India operating qprime.shopclues.com (hereinafter referred to as “the Shopclues”)
The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorised signatory and who is legally allowed to do business(hereinafter referred to as the "the Merchant")
Shopclues and the Merchant are hereinafter individually referred to as Party and collectively as the Parties.
1. The Merchant is in the business of selling products in the categories selected as part of this MOU.
2. Shopclues is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfillment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by Shopclues.
3. The Merchant, in view of increasing their sales, is desirous of using the services of Shopclues for selling their products online through qprime.shopclues.com and fulfillment & delivery of the order.
4. The Parties are desirous of recording the terms and conditions of present MOU for the purposes set out above subject to provisions and conditions set forth herein.
NOW, THEREFORE in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:
I. Services to be provided by ShopClues
1. Technology services: Shopclues offers an end-to-end E-Commerce technology platform that will allow the Merchant to set up an online store on qprime.shopclues.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on a self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on qprime.shopclues.com through a specific login to be created by Shopclues for the Merchant.
2. Internet Marketing Services: Shopclues runs intensive internet marketing services for the entire marketplace to drive traffic. Shopclues can also run specific internet marketing programs and traffic acquisition plans for the Merchant for a fee as decided by the Shopclues.
3. Payment Services: Customers can make payments for their orders at Shopclues using payment options including credit card, debit card, net banking, UPI, EMI as well as COD (cash on delivery). qprime.shopclues.com has created a wide network of payment gateways as well as companies handling COD. Shopclues, by providing a payment facility neither acts as a Trustee or in a Fiduciary Capacity but as a mere facilitator between the Merchant and buyers.
4. Order Fulfilment: Shopclues shall provide customer support services and shall ensure delivery and completion of the transaction.
5. Customer Support and Grievance/Nodal Officer: The Merchant shall agree that the Grievance Officer/Nodal Officer of Shopclues, the details of whom have been provided on its website, shall also be appointed for the Merchant and shall perform all functions as being performed for Shopclues is accordance with the applicable laws.
II. Obligations of the Merchants
1. The Merchant shall agree, accept and be bound by qprime.shopclues.com Privacy Policy, Policies and Rules, and all agreements/MOU, terms and conditions, terms of use etc., that are duly communicated in writing to the Merchant or are displayed and updated on the website Shopclues from time to time, which are incorporated herein by reference.
2. The Merchant duly agrees to comply with and agrees not to attempt to sell any products mentioned in the Prohibited and Restricted Items Policy of Shopclues available at this page. . The Merchant shall also not sell any products that are banned or recalled, or which have been prohibited for sale in the country or abroad, both online and offline or recalled from the market.
3. The Merchant shall pay the selling service fee and fulfillment service fee as agreed.
4. The Merchant shall create an online catalogue of products and upload product listings in their online store at qprime.shopclues.com. The Merchant acknowledges that he/they shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data.
5. The Merchant shall ensure that no misleading information/false claims to the product or misleading images of food products are made available or shown on qprime.shopclues.com. The merchant shall not make any health claims or false claims on the food products and claims shall be made only in accordance with the FSS Act 2006, rules and regulations thereunder.
6. The Merchant dealing in food items and health supplements shall ensure that a high definition (HD), clear and visible image of the principal display panel of pre-packaged food/health supplement are made available for viewing by the buyer which clearly displays the FSSAI license number and other details.
7. The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have a non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant must be genuine, new and is not old/used one or a counterfeit product.
8. The Merchant undertakes to ensure that descriptions, images, and other content pertaining to goods or services uploaded by them on Shopclues is/are accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such good or service.
9. The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold by the Merchant. The Merchant in this regard duly accepts and agrees to abide by the terms of the Certificate of Authenticity enclosed herewith as Annexure-1. The Merchant shall also ensure that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services as displayed onthe Shopclues. The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and Shopclues shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep Shopclues harmless and indemnified in this regard.
10. The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). Shopclues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Shopclues harmless and indemnified in this regard.
11. The Merchant dealing in food articles shall ensure that any food article being delivered to the buyer shall have a remaining shelf life of 30 percent or 45 days before the expiry at the time of delivery of the products to the buyer.
12. The Merchant shall deliver the sold products to Shopclues fulfillment team within 72 hours or ship it directly to the customer if the prior approval has been obtained from the Shopclues within 72 hours after the order has been received.
13. The Merchant shall be responsible for after-sales service for the product and to handle any customer complaint regarding product quality and warranties. Shopclues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Shopclues harmless and indemnified in this regard.
14. All tax-related liabilities and other liabilities including but not limited to Goods and Services Tax (GST), Sales tax, KYC etc. relating to the sale of the product shall be the responsibility of the Merchant. Shopclues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Shopclues harmless and indemnified in this regard.
15. The Merchant shall strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of prohibited/ restricted nature as mentioned in the List of the Prohibited Items displayed at qprime.shopclues.com or require licenses like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. Shopclues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Shopclues harmless and indemnified in this regard.
16. The Merchant shall ensure that the product pricing on qprime.shopclues.com will be the same or less as available on any other site on the internet including Merchant's own site.
17. The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Merchant further agrees to bear the cost of two-way shipping and restocking charges in the event of a product being delivered is significantly different from the listing description.
18. The Merchant agrees to be bound by the qprime.shopclues.com Return Policy to accept the items returned by customers.
19. The Merchant agrees to respond to Return to Origin (‘RTO’) orders delivered to them within 48 hours. All the RTO orders will be sent directly back to merchant. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy, you must respond within 48 hours to Shopclues Merchant Support Team.
20. The Merchant agrees to pay the selling service fee if the Merchant is unable to deliver or ship a sold item within SLA or unable to fulfil the order.
21. The Merchant acknowledges that all payments by Shopclues to the Merchant shall be after deduction of any money due from the Merchant to Shopclues including selling fees, fulfillment fees, return charges against any other orders, etc.
22. Merchants are not eligible to be a part of the Shopclues affiliate program. Any direct or indirect association with an affiliate will be a violation of policy and lead to permanent suspension of the merchant's account.
23. The Merchant agrees to provide to Shopclues its legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and where applicable, GSTIN and PAN details. The Merchant hereby agrees that in case of a request by the customer or any statutory authorities, such details of the Merchant shall be provided to them.
III. Representation & Warranties of the Merchant
The Merchant hereby represents and warrants that:
1. It has the full right, power and authority to enter into this MOU and perform its obligations hereunder.
2. Its execution, delivery and performance of this MOU, and Shopclues exercise of rights under this MOU, will not conflict with or result in a breach or other violation of any MOU/agreement or other third-party obligation by which it is bound.
3. It will comply with all applicable laws including but not limited to the Information Technology Act, 2000, Legal Metrology Act 2009 & Rules thereunder, FSS Act 2006, Consumer Protection Act 2019 & Rules thereunder, Drugs & Cosmetics Act 1940 etc. in its performance of this MOU in connection with the offering and sale of all products and services offered and/or sold through the Shopclues. It is hereby agreed that Shopclues shall in no manner whatsoever be responsible for non-compliance by the Merchant of any applicable laws.
4. It has necessary legal rights to publish the products, pictures, data and other details on qprime.shopclues.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on qprime.shopclues.com which may result in a third-party claim against Shopclues or its directors, members, officers and employees or other merchants/vendors.
5. It has the required licenses/registrations as required under the applicable laws for selling its products on Shopclues.
IV. Indemnity
The Merchant agrees to defend and hold Shopclues and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Merchant of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of Shopclues as available on qprime.shopclues.com. In the event of any third party claim in relation to the products being traded by the Merchant on qprime.shopclues.com which is caused due to default of the Merchant, the Merchant shall, on-demand, pay liquidated damages of INR 500,000 or the total value of the claim made and legal expenses incurred by qprime.shopclues.com defending such claim, whichever is higher ('Merchant LD'). The Merchant LD shall be in addition to and not in derogation of any other rights and remedies that Shopclues may have under law, this MOU or equity.
In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, Shopclues shall be entitled to provide all details of the products, Merchant, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi-judicial authorities and Merchant shall be under an obligation to ensure that Shopclues is not made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve Shopclues from any liability of any nature whatsoever, either present or anticipated.
Merchant acknowledges and agrees that Shopclues may at its sole discretion hold, suspend or debit an amount from Merchant's payment as compensation, in the event Merchant has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Merchant is in breach of policies of qprime.shopclues.com. Merchant acknowledges that the aforesaid remedies shall be in addition to the right of Shopclues to terminate this MoU forthwith without any notice to Merchant.
V. Termination
Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MOU forthwith, by giving a notice in writing to the OTHER PARTY.
VI. Governing Law and Jurisdiction
This MOU shall be governed by and construed in accordance with the law of India and the parties hereto submit to the exclusive jurisdiction of the courts at Gurugram, India.
VII. Electronic Execution
This MOU is being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a bindingMOU/agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at Gurugram.
VIII. Assignment
Merchant shall not be entitled to assign its rights and obligations under this MOU without the prior written consent of Shopclues.

To whomsoever it may concern


REF: MOU between Shopclues and Merchant

This is in furtherance of Clause II sub Clause (7) of the Memorandum of Understanding between Shopclues and Merchant, whereby we, the Merchant, do hereby certify that all goods made available by us for sale on the website qprime.shopclues.com are genuine and authentic. In view thereof , we undertake to provide to the customer, all warranties and guarantees of the products being sold on the site by us without limiting the generality of the foregoing, no product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold by us, and no Intellectual Property ever owned, used, or developed by us, has infringed, misappropriated, or otherwise violated the Intellectual Property Rights of any third Party.
Merchant Name: __________________
Accepted Time and Date: ___________
Accepted name: ___________________
Accepted date: ____________________s