VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is entered into between Roar Infotech LLP (“Company”), a limited liability partnership in India, having their Corporate office address at 210, Crescent Business Park, Saki Naka, Near Saki Naka Telephone Exchange, Andheri East, Mumbai – 400072 and the Listing Company (Vendors) registering themselves in Marketplace section on the Application.

This Agreement shall come into force on the day the company registers themselves for listing.

Whereas this Agreement is being entered into to lay down the terms, conditions and obligations of the Vendor listing on www.pharmaclick.co.in and mobile application ‘PharmaClick’ available on iOS, Windows and Android mobile operating systems, collectively referred to as the portal of the Company.

 

Whereas the parties to this Agreement have agreed to the below mentioned terms, conditions and obligations arising hereof.

 

DEFINITIONS

Unless and except to the extent otherwise defined in the relevant provisions of the Agreement, all capitalized terms shall have the meanings assigned to them below (equally applicable for singular and plural forms of the terms defined):

 

1.      The term “Agreement” shall mean this agreement, as may be amended, modified or supplemented from time to time, in accordance with its terms;

2.      The term “Business” includes any kind of business that does not come under the ambit of a company or a partnership. This can include but is not limited to a shop, unregistered business, MSME, independent contractors etc. The discretion of treating someone as a business would solely lie with the Company.

3.      The term “Confidential Information” includes but is not limited to any kind of Personal Information, Business information, Financial Reports, Technical Reports, Usage Reports, IP Addresses, Customer information, Payment terms and Agreements, Product Information and any other materials that are sensitive in nature.

4.      The term “Customer/User” shall refer to any person or entity that enters into a transaction with the Vendor through the Portal.

5.      The term “Data” includes but is not limited to any kind of Personal information, Pictures, Graphs, Business information, Financial Reports, Technical information, Usage reports, IP addresses, Customer information, Supplier information, Product information or any other materials or that is generated by the execution of the Agreement and in the due course of usage of the Portal.

6.      The term “Jurisdiction” means any place whose laws would apply and where the case may be litigated in case of a dispute. In the present Agreement unless stated otherwise, the “Jurisdiction” would mean Indian Jurisdiction.

7.      The term “Person” includes any person resident/non-resident of India who is above the age of 18 years who is legally qualified and competent to enter into a contractual agreement as per the Indian Contract Act, 1872.

8.      The term “Pharmaceutical Products” shall include, but not be limited to all the Products & Services offered by Vendors on the Portal.

 

9.      The term “Portal” shall refer to the Company’s Portal and accessible at www.pharmaclick.co.in and mobile application ‘PharmaClick’ available on iOS, Windows and Android mobile operating systems.

10.  The term “Products” includes pharmaceutical products (which shall also include salt formulations for producing medicines, over the counter (OTC) drugs and wellness products) that are manufactured, imported or otherwise procured by the vendor and are listed on the Portal.

11.  The term “Vendor” shall refer to any person or any other registered entity (such as shop, company, firm, business, trusts), who agrees to the terms of this Agreement for listing their Products, services on the Portal and selling their Products, or services through the Portal.

12.  The term “Vendor-services” includes but are not limited to ancillaries to the supply of goods, transportation, or any other such incidental services, which the vendor may provide to the user.

 

OPERATIVE CLAUSES

 

1.      SCOPE OF THE AGREEMENT:

 

The Vendor agrees to the competency and capability of the Portal. Therefore, as a consequence, also agrees to the utilization of the services of the Portal. The Vendor may provide Products and/or Vendor-services as per the terms set henceforth in the contract. The Vendor undertakes that it understands that the Portal is an Information utility, which would facilitate a platform, where Vendors can meet Customers or Users looking for pharmaceutical Products. The Portal would charge its fees as per the stipulations of payments in this and other related Agreements. Vendor also acknowledges the existence of contractual obligations between the Portal and itself and therefore, agrees to bind itself with the conditions of this Agreement. The Vendor also acknowledges that it has the requisite competency and expertise to satisfactorily carry out its obligations as per this Agreement. In providing pharmaceutical Products to the Users of the Company, the Vendor shall abide by industry standards and practices.

 

2.      COVENANTS:

 

i)                    Vendors shall be solely responsible for the quality, quantity, merchantability, guarantee, and warranties in respect of the Products. The Vendor shall ensure that the Products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the Customer. The Company is not responsible whatsoever, if any disputes arises in the process.

ii)                  The Vendor represents and warrants that it, or its distributors, currently possesses all the licenses, approvals, certifications, and accreditations required to perform and deliver the Products to any location where such Products are distributed. Vendor shall inform Customers of the nature and consistency of the Products and shall give Customers appropriate warnings in relation to any health and safety concerns or handling of hazardous risks.

iii)                The Vendor warrants and represents that it is an authorized Business establishment and holds all the requisite permissions, authorities, approvals, certifications and sanctions to conduct its Business and to enter into the present Agreement with the Company. It is the Vendor’s sole responsibility to ensure compliance with every applicable existing and/or future laws of the Republic of India, that may require any kind of compliance.

iv)                The Vendor warrants and represents that it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.

v)                   The Products offered by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has to furnish a no objection certificate from the owner/manufacturer of the Products for the sale thereof.

vi)                The Vendor recognizes that the Company may be engaged in similar Agreements with other Vendors. Nothing in this Agreement shall preclude the Company from doing business with other Vendors.

vii)              The Product shall be authenticated in nature in terms of brand name, specifications, certifications, images and costing of the Product. The description of the Product shall be done by the way of text descriptions, images or videos. The Vendor agrees not to provide any such description/information regarding the Product which amounts to misrepresentation to the Customer. The Company does not accept responsibility for any liability in respect of the accuracy of Product details provided on the Portal.

viii)            Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to trademark and copyright of any third party.

ix)                Vendor shall ensure to list/upload the Product description, certifications and image only for its own Products which are offered through the Portal. The Vendor shall under any circumstances not upload information, links, contact, email ID, phone numbers or any other kind of promotional content of any third party from their account. Indulging in any such activity can lead to termination of Agreement and suspension of services, including blocking of IP addresses and delisting of such Vendors.

x)                  In the event that the Product(s) furnished on the Portal are banned/prohibited due to any reason, the Vendor shall immediately update it through the supplier login on site.

xi)                During the term of this Agreement, the Vendor shall provide, the pharmaceutical Products directly to the Users of the Platform of the Company in a good and professional manner in accordance with the terms and conditions of this Agreement.

xii)              Users/Customers will have an option to contact Vendors through Call Now/ Chat Now/Enquire now features displayed on the Company’s Website and Application. A copy of these enquires will be marked to the Company as well.

 

xiii)            The Company has given a unique feature to Customers/Users to rate the vendors. The Company will not be held responsible and involved in any capacity in the process of rating the Vendor.

 

xiv)            The Vendor acknowledges that the Company desires to provide Users with the opportunity to connect with Vendors who maintain the highest standards of professionalism. For quality assurance purposes, the Company has access to star rating system designed to determine the level of services provided by the Vendors contracting with the Company through User feedback. The Company uses the rating system to determine the quality of Vendors to whom to forward Requests. Vendors with low ratings may not be provided with leads of the Users from the Company.

xv)              The Vendor shall promptly respond to all inquiries from Users, including responding to complaints, processing all orders in accordance with the timelines and other terms and conditions contained within this Agreement.

xvi)            The Company shall provide to the Vendor sufficient information or prescription to perform the Services. However, the Vendor shall not solely rely on the information provided by the Company to determine whether any prescription should be dispensed under this Agreement and must perform all actions necessary to authenticate the prescription for such Pharmaceutical Products.

xvii)          The Vendor shall be responsible for collecting all payments from the Users, including but not limited to cash, cheques, credit and debit cards, electronic payment, and co-payments, for all the Pharmaceutical Products purchased from the Vendor in pursuance to the request received through the Company’s Portal.

xviii)        The Vendor shall notify the Company immediately if the Vendor suspends business, becomes insolvent, makes an assignment for the benefit of creditors or becomes unable to pay its debts, or if any bankruptcy proceeding is filed by or against the Vendor.

xix)            The Vendor shall handle and store Pharmaceutical Products in accordance with all directions accompanying such Products in order to maintain the Products in accordance with approved specifications and applicable Laws. The Vendor shall dispense Products as prescribed, in accordance with all applicable pharmacy requirements. The Vendor acknowledges that the Company shall not have any rights, obligations, responsibilities, oversight or role of any kind or nature concerning Vendor’s practice of pharmacy in compliance with all applicable pharmacy regulations and consistent with Vendor’s then current practices.

xx)              The Vendor shall maintain at all times adequate inventory of Pharmaceutical Products (the “Inventory”) as are required to be sufficient to meet anticipated demand.

 

 

 

3.      GOVERNING LAW:

 

The Vendor acknowledges that the present Agreement is governed by the Indian Contract Act, 1872 and other relevant laws of India. Any and all the procedures, legality, liability that may arise will comply with the above-mentioned laws.

 

4.      REGISTRATION BY THE VENDOR:

 

The Vendor hereby agrees to follow and fulfill all the criteria that may be set by the Portal before getting access to their services. This may include providing necessary documents, fulfilling paperwork including KYC documentation and payment of registration fees as prescribed. Failure to follow the registration process would make the Vendor ineligible to access the services of the Portal.

 

5.      CORRECT INFORMATION:

 

The Vendor acknowledges and undertakes that when asked for any information, they would provide correct information in good faith. Failure to provide correct information, or deliberately providing incorrect information can lead to termination of the contract. The Vendor also acknowledges that such furnishing incorrect or incomplete or false information may give rise to damages if they arise.

 

6.       NON EXCLUSIVE NATURE OF THE CONTRACT:

 

The Vendor hereby acknowledges that the Agreement is non-exclusive in nature as per the nature of Business. The Vendor may be one of the Vendors that may utilize the services of the Portal to sell and/or publish their Products and Vendor services. At no point the Vendor shall claim exclusivity rights pertaining to the usage of the services of the Portal.

 

 

7.      FEE AND PAYMENT PROCEDURE:

 

7.1. The Company may, at its discretion, levy upon the Vendor a listing fee for the usage of services of the Portal. The fee shall be communicated by the Company to the Vendor in writing.

7.2. The Vendor shall be required to accept and comply with the requirement of applicable Portal listing fee whenever applicable.

7.3. The Company hereby clarifies that the terms of the applicable fee and the terms of the payment may be communicated separately to the Vendor but shall be read into and form part of this Vendor Agreement upon acceptance by the Vendor.

7.4. For Products and Services that a Vendor provides to the User, the Vendor shall directly bill User, and User shall pay directly to the Vendor for such Pharmaceutical Products at the applicable rates or as reduced or discounted from time-to-time by the Vendor, and any and all fees for shipping of Pharmaceutical Products to its customers in accordance with the other terms and conditions of this Agreement. The Vendor shall use commercially reasonable efforts to bill and collect from, as applicable all charges for Pharmaceutical Products, that he/she provides to the User.

 

8.       TAXES:

 

The Vendor agrees to pay their tax dues as and when they arise. These may include but are not limited to any kind of Direct, Indirect, Custom, Duty or any other kind of charge that may be levied by the authorities as per the Indian Taxation Laws.

 

9.       NON-DISCLOSURE REQUIREMENTS:

 

9.1. A Vendor undertakes that they would not, under any circumstances except those prescribed by the law, disclose any of the Confidential information mentioned under the Definitions clause.

 

9.2. The Vendor has a responsibility to keep the contractual details of this contract which include rates and payment details and other “Confidential Information” that they may have access to, confidential.

 

9.3. Any breach of this contract may give rise to damages and other liabilities that includes termination of the contract. The Vendor also acknowledges that they would take utmost measures to protect the “Confidential Information” of the Portal and the Customers that it may access through the Portal.

 

9.4. The obligations under this clause shall survive and the Vendor shall be bound by the obligations under this clause even after the termination of this Agreement or severance of any other clause hereunder.

 

10.  PRODUCTS & SERVICES WARRANTY

 

10.1.                    Product Warranty - The Vendor warrants that all of the pharmaceutical Products sold to the Users shall: (i) be free from defects in design, material and workmanship, (ii) be in compliance with all applicable law and regulation, including without limitation all regulatory requirements of the Drugs and Cosmetics Act, 1940

10.2.                    Limited Warranty - The warranties set forth in clause 10.1, and the other terms and conditions of this Agreement, are in lieu of all other warranties, express or implied, which are hereby disclaimed and excluded by the Vendor, including, without limitation, any warranty of merchantability or fitness for a particular purpose or use.

10.3.                    Limited Remedy - The Company shall not be liable to the Vendor or any of its affiliates, employees, agents or contractors for any special, indirect, incidental or consequential losses or damages, even if the Vendor shall have been advised of the possibility of such potential loss or damage by the Company or such third party. Notwithstanding the foregoing, in case of any conflict between the provisions of this section and other provisions of this Agreement, this section shall control.

11.  LIABILITY:

 

The Vendor hereby commits that they would not engage in any Criminal, Tortious or Civil misconduct while using the Portal. The Vendor also acknowledges and undertakes that the Portal shall not be held responsible for any civil or criminal liability that may arise due to the Vendor’s conduct in carrying out their Business. This may include but are not limited to Cheating, Fraud, Non-Delivery of goods, Lapse in quality of Products. Further, the Vendor also agrees that in case such liability arises, the Vendor would indemnify the Company for the same as per the conditions of Indemnity Clause.

 

12.   DATA PROTECTION:

 

12.1. Both the parties acknowledge that they may have access to certain Data as defined under the Definitions clause. Both the parties undertake that if any Data is accessed or is made available to any of their employees, agents or contractors and any other related party, they would not store, copy, imitate, record, analyze, photograph or video graph or use any other technique that may be used to manipulate this Data. They would also strictly comply with all the Data protection laws of India as notified by the Government. They would also not transfer this Data outside the borders of India except when it is necessary for the ordinary course of business or as required by any Government agency from time to time.

 

12.2. The Company may be required to share the Vendor and Customer Data such as pricing, cost details of the Products, etc., with the Government for deciding the benchmark cost of Products.

 

12.3. The Vendor hereby undertakes that it would not, under any circumstances, share or sell any Data of the Customers or users that it may receive through any means via the Portal to any third party.

 

12.4. The Vendor understands and agrees that the Portal is an open source facility/software available for access in the public domain. Therefore, the Company cannot be held liable for any actions of third party (including any actions of the User/Customer) which may include but are not limited to unauthorized sharing/downloading/using of images uploaded by Vendor, images, logos or any other intellectual property of the Vendor. Any breach of intellectual property of the Vendor in the public domain of the Portal would not give rise to any kind of liability for the Company.

 

13.   DATA PROTECTION MEASURES:

 

13.1.                    Both the parties undertake that they will undertake all the measures necessary to protect Data from various attacks which include but are not limited to Phishing, Hacking, Cyber-attacks etc. This may include using encryption, Data protection software, firewalls etc. to protect sensitive Data. In case the Vendor fails to take measures necessary for protecting both the Company’s Data or any other Customer’s Data then they may be liable for any liability that may arise due to such failure.

 

13.2.                    The Vendor also agrees that they would not, under any circumstances, share, sell, direct or publish any Data of any User that they receive through the Portal. Failure to comply with this may give rise to right to claim damages. The Vendor also agrees to indemnify the Company if any such breach happens and a user brings any kind of action against the Company.

 

14.   LIABILITY FOR FAILURE TO TAKE DATA PROTECTION MEASURES:

 

Both the Parties agree that in case of a Data breach or a Data breach arising out of when any of the Parties fail to take adequate protection measures prescribed in Clause 13 would be liable for such breach. The liability may include but may not be limited to various penalties under the relevant laws, damages arising out of such breach and termination of contract.

 

15.   INDEMNITY CLAUSE:

 

The Vendor hereby agrees to indemnify, defend, or save harmless the Company in case of any liability, claim, actions, legal suits, petitions, damages or losses, expenses or liabilities that may arise as a result of any direct or indirect action undertaken by the Vendor. These actions may include any kind of Civil wrong, Criminal offense, Tax liability, Breach of duty towards Customers, Non-Delivery of goods, Delivery of sub-standard quality of goods, Breach of Commercial Duty towards Consumer, Payment issues with customers, Refund to customers, breach of contractual obligation towards customers etc. If any such action leads to a liability of the Company, then the Vendor agrees to refund and/or make good any such loss that may be incurred by the Company. Indemnity would also include legal fees that would be undertaken by the Company to defend such claims arising against it.

 

16.   MODIFICATION:

The Company may modify/add certain terms in this Agreement at any time. The Vendors are requested to visit this policy from time to time in order to update themselves regarding the updated policy.

 

17.   TERMINATION:

 

17.1.                    This Agreement may be terminated at the will of any Party without assigning any reason. The Vendor, however, agrees that in the event of Termination at will they shall forfeit the right to any registration fees that they may have paid to the Company for accessing the services of the Portal. Termination at will shall require a written notice in the form of a letter or electronic mail 30 days prior to the date of the desired termination. Both the Parties also undertake that in case of termination they will clear all the legal dues that may have arisen or may be pending during the working of Agreement.

 

17.2.                    In the event that the Vendor indulges into any misconduct including publishing false/misleading/incorrect information or providing deficient service or breach of any other terms of this Agreement, the Agreement may stand terminated at the option of the Company. The Company shall notify the Vendor of the said misconduct and shall proceed to delist the Vendor from the Portal within 15 days of such notification.

 

18.   DISPUTE RESOLUTION CLAUSE:

 

In case of any dispute that may arise between the Parties during the pendency of this Agreement, they may choose to resolve their disputes as per this clause. The Vendor agrees that the first method of Dispute resolution for this contract would be mediation. Failure of the process of mediation would give right to both the Parties to initiate arbitration proceedings as per The Arbitration and Conciliation Act, 1996.

 

19.   ARBITRATION PROCEDURE:

 

The Seat and the Venue of Arbitration shall be India. The Arbitration would follow the governing law and procedures as prescribed in Clause 18.

 

20.   ELECTRONIC EXECUTION:

 

These Terms & Conditions are being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding Agreement between the Parties and no Party shall claim invalidity of these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed.

 

I agree to the above terms and conditions