Memorandum of Understanding
This Memorandum of Understanding (MOU) is made by and between:
Sidrat Online Services Private Limited, a private limited company incorporated under the laws of India having its corporate and registered office at Sidrat Online Services Private Limited, Building No. 4/622 R, Aravinda Nagar, Near New Bus Stand, Kadapa, Andhra Pradesh -516001. India operating Jibrill.com(here in after referred to as the Jibrill Online Shopping)
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 in India (here in after referred to as the "the Seller")
Jibrill Online Shopping and the Seller are hereinafter individually referred to as Party and collectively as the Parties.
- The Seller is in the business of selling products in the categories selected as part of this MOU
- Jibrill Online Shopping is involved in the business located at the URL www.jibrill.com providing e-commerce technology, internet marketing services, customer services, payment services, and fulfilment services to Seller interested in selling their products on the internet, through the e-commerce technology platform & services offered by Jibrill Online Shopping.
- The Seller, in view of increasing their sales, is desirous of using the services of Jibrill Online Shopping for selling their products online through Jibrill.com and fulfilment & delivery of the order.
- The Parties are desirous of recording the terms and conditions of their 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, here to agree as follows:
a) Services to be provided by Jibrill Online Shopping:
- Technology services: Jibrill Online Shopping offers an end-to-end E-Commerce technology platform that will allow the Seller to set-up an online store on Jibrill.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on Jibrill.com through a specific login to be created by Jibrill Online Shopping for the Merchant.
- Internet Marketing Services: Jibrill Online Shopping runs intensive internet marketing services for the entire marketplace to drive traffic. Jibrill Online Shopping can also run specific internet marketing programs and traffic acquisition plans for the Seller for a fee as decided by the Jibrill Online Shopping.
- Payment Services: Customers can make payments for their orders at Jibrill Online Shopping using third payment options including credit card, debit card, net banking, EMI as well as COD (cash on delivery). Jibrill.com has created a wide network of payment gateways as well as companies handling COD.
- Order Fulfilment: Jibrill Online Shopping shall provide customer support services and shall ensure delivery and completion of the transaction.
b) Obligations of the Seller
- The Seller shall pay the selling service fee and fulfilment service fee as agreed.
- The Seller shall create an online catalogue of products and upload product listings in their online store at Jibrill.com. The Seller acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Seller shall create, acquire and upload valid and accurate catalogue data.
- The Seller shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Seller is genuine and new and is not old/used one or a counterfeit product.
- The Seller shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India by the Seller. The Seller acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to breach of intellectual property rights of any third party, shall be of the Seller alone and Jibrill Online Shopping shall not be liable for the same in any manner whatsoever. The Seller agrees to keep Jibrill Online Shopping harmless and indemnified in this regard.
- The Seller shall regularly update product price and quantity and assumes any problem for the wrong price or product quantity/availability (in case product gets sold). Jibrill Online Shopping shall not be liable for the same in any manner whatsoever and the Seller agrees to keep Jibrill Online Shopping harmless and indemnified in this regard.
- The Seller shall deliver the sold products to Jibrill Online Shopping fulfilment team within 72 hours or Our third party logistic partner or ship it directly to the customer if the prior approval has been obtained from the Jibrill Online Shopping within 72 hours after the order has been received.
- The Seller shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. Jibrill Online Shopping shall not be liable for the same in any manner whatsoever and the Seller agrees to keep Jibrill Online Shopping harmless and indemnified in this regard.
- All tax related liabilities and other liabilities including but not limited to sales tax, KYC etc. relating to the sale of the product shall be responsibility of the Seller. Jibrill Online Shopping shall not be liable for the same in any manner whatsoever and the Seller agrees to keep Jibrill Online Shopping harmless and indemnified in this regard.
- Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of restricted nature / require license 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. Jibrill Online Shopping shall not be liable for the same in any manner whatsoever and the Seller agrees to keep Jibrill Online Shopping harmless and indemnified in this regard.
- The Seller shall ensure that the product pricing on Jibrill.com will be same or less as available on any other site on the internet including Seller’s own site.
- The Seller 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 Seller further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different from listing description.
- The Seller agrees to be bound by the Jibrill Online Shopping Return Policy to accept the items returned by customers.
- The Seller agrees to respond to RTO Orders Delivered to You within 48-72 hours. All the RTO order will be send directly back to you. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48-72 hours to Jibrill Online Shopping Seller Support.
- The Seller agrees to pay the selling service fee if the Seller is unable to deliver or ship a sold item within SLA or unable to fulfil the order.
- The Seller acknowledges that all payments by Jibrill Online Shopping to the Seller shall be after deduction of any money due from the Seller to Jibrill Online Shopping including selling fees, fulfilment fees, return charges against any other orders, etc.
- Seller is not eligible to be a part of the Jibrill Online Shopping affiliate program. Any direct or indirect association with an affiliate will be a violation of policy and lead to permanent suspension of the Seller account.
c) Representation & Warranties of the Seller
The Seller hereby represents and warrants that:
- It has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;
- Its execution, delivery and performance of this Agreement, and Jibrill Online Shopping exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound;
- It will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the Jibrill Online Shopping.
- it has necessary legal rights to publish the products, pictures, data and other details published by the Seller on Jibrill.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 Jibrill.com which may result in a third party claim against Jibrill Online Shopping or its directors, members, officers and employees or other merchants/vendors.
The Merchant agrees to defend and hold Jibrill Online Shopping and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and protected against any claims, lawsuits, penalties and damages arising out of any breach by Seller of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of Jibrill Online Shopping as available on Jibrill.com.
In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, Jibrill Online Shopping shall be entitled to provide all details of the products, Seller, 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 Seller shall be under an obligation to ensure that Jibrill Online Shopping is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve Jibrill Online Shopping from any liability of any nature whatsoever, either present or anticipated.
Seller acknowledges and agrees that Jibrill Online Shopping may at its sole discretion hold, suspend or debit an amount from Seller’s payment as compensation, in the event Seller 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 Seller is in breach of policies of Jibrill.com. Seller acknowledges that the aforesaid remedies shall be addition to the right of Jibrill Online Shopping to terminate this MoU forthwith without any notice to Seller
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.
f) 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 Kadapa, India.
g) 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 binding 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 Kadapa.
Seller shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of Jibrill Online Shopping.