Logistic Partner Agreement – I Tigershop.com

This Logistic Partner (LP) Agreement (the “Agreement”) is made on TODAYDATE at-New Delhi

BETWEEN:

M/s. Rural Innovation Labs Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at “7th Floor, Plot 14A, Viom Building, Sector 18, Maruti Industrial Complex, Gurgaon-122 015 and Corporate Office at D-2, 5^th Floor, Southern Park, Saket Place, Saket, New Delhi-110 017 (hereinafter referred to as  “RIL / Franchisor”, which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors, executors, administrators, legal representatives and permitted assigns) of the One Part

AND

Mr / Ms. FULLNAME, S/o. / W/ o SNAME R/o RNAME

(hereinafter referred to as the “Logistic Partner (LP)”, which expression shall, unless it be repugnant to the context or meaning thereof, mean and include his respective heirs, nominees, executors, administrators, successors, legal representatives and permitted assigns) of the  Other Part.

Both RIL and the Logistic Partner (LP) shall hereinafter be collectively referred to as “Parties” and individually as “Party”.

Whereas:

1. RIL is inter-alia engaged in the business of providing mobile enabled E-Commerce and M-Commerce solutions targeted at the rural consumers by innovating in the domain of Information Technology, mobile and E-Commerce platforms and market places, and to deliver products and services through information Technology enabled market space to the consumers in the rural areas and to empower the rural population through such other technologies by providing access to the benefits of Information Technology, Mobile and other technologies.
2. RIL is determined to offer products, processes and services to meet the needs of rural consumer and has put considerable time, money and efforts in the development of the aforesaid business activities of eServices utilizing and comprising standard operational procedure(s) and implementation of the aforesaid business activities, under the brand name “iTigershop.com”.
3. The Logistic Partner (LP) desires to obtain the benefit of the said brand name – “iTigershop.com” and expertise of RIL whereas RIL is keen on promoting its brand name by way of executing such Logistic Partner (LP) agreements with number of Logistic Partner (LP) all over India.
4. The Logistic Partner (LP) approached RIL and has offered to set up ------------------office & Ware House in-------------------city in U.P./India and desires to obtain the benefit of knowledge, skill and experience of “iTigershop.com” as a Logistic Partner (LP) to operate the said business of RIL.
5. RIL has agreed to allow Logistic Partner (LP) to act as such on such terms and conditions as mentioned in this agreement (including Annexure-1).

And Whereas, RIL has established substantial reputation and goodwill and have acquired intellectual property (IP) rights in the said business. Whereas the Logistic Partner (LP) desires to do the said business maintaining the identity and the reputation of RIL’s network identified by the name and symbol. And whereas the Logistic Partner (LP) recognizes the benefit and desires to deliver the services, confirming the standards and the uniform system of the said business.

Now this agreement witnesseth as follows:-

1. RIL hereby grants to the Logistic Partner (LP) for an initial period of two years from the Effective Date hereof the right and license to operate in geographical area as defined in the agreement, the business system of delivery of services through centre under its proprietary marks in accordance with its system as implemented, unless earlier terminated pursuant to this Agreement.
2. The Logistic Partner (LP) shall display in such a manner and upon such part or parts of the premises of the Logistic Partner (LP) as RIL may from time to time direct.
3. RIL agrees at all times during the continuance of this Logistic Partner (LP) Agreement :-

(a)   To permit the Logistic Partner (LP) to operate and promote the business under the trade name “iTigershop.com” in accordance with the terms of this Agreement.

(b)   To provide to the Logistic Partner (LP) with the entire know-how and assistance in carrying out the said business.

(c)    To roll out products and / or services from time to time through this centre as per specifications defined by RIL.

To intimate revenue sharing models to the Logistic Partner (LP) from time to time for its various services / products. RIL will decide the commission module on sale of products or services as per Annexure-1.

1. The Logistic Partner (LP) agrees at all times during the continuance of this Agreement:

(a)   That the “iTigershop.com” is an exclusive brand name/domain of RIL as granted under this agreement to be used exclusively and irrevocably within the specified territory and the Logistic Partner (LP) is not to dispute/claim or impugn the validity of the said brand name/domain.

(b)   To comply with and follow exactly RIL methods of operating the said business and the manner in which the same is to be carried out and in accordance with the system as  implemented by RIL and not to claim any right of ownership to the brand name of RIL.

(c)    To ensure that the he is well equipped with adequate infrastructure and resources to fulfill all the obligations contained herein.

(d)   To engage such number of staff of skilled and competent people that will be required for the successful operation of this business and also to ensure that such staff including their time to time replacements is trained in the system for carrying out RIL business operation effectively.

(e)   To use only such signs, display materials, promotional literature, equipment and other items in connection with this e-business as approved in writing by RIL.

(f)     Not to operate this e-business or any part of the system at any location other than the premises approved by RIL, without RIL’s approval in writing.

(g)   Not to sell, assign, transfer, charge, hypothecate or sub-license the business and / or the brand name thereof, without the prior written consent of RIL in accordance with the terms of this Agreement.

(h)   Not to use or publish any advertisements, signs, direct entries or other forms of publicity at the premises without prior written consent of RIL.

(i)     Not to use any of the intellectual property rights of RIL as part of its corporate or business name other than in accordance with the terms of this agreement.

(j)    To be solely liable for any claim, monetary or otherwise arising out of any wrongful, illegal or fraudulent use of the portal and / or the products / services provided by RIL.

1. The Logistic Partner (LP) shall have to pay one time fees of Rs.2,000/-(Rupees Two Thousand only) to RIL which shall not be refunded at any cost even in case of earlier termination of this agreement. This amount consists of advance fees against becoming Logistic Partner (LP) of itigershop.com as per RIL policies & location wise requirements.
2. The Logistic Partner (LP) should act as per Logistic Partner (LP)’s policies as amended time to time and to attain/achieve Logistic performance/targets to be decided by RIL (Delivery within 24 Hours in normal circumstances) which can be changed as per RIL business plan, from time to time. The Logistic Part is exclusively for RIL only and not for others. If the Logistic Partner (LP) is delivering some other similar eCommerce services other than of RIL/ referred by RIL and Logistic partner or any other Specific Relationship as defined from time to time, the Logistic Partner (LP) shall be liable to pay a penalty of Rs.10,000/-(Rupees Ten Thousand only) to RIL.
3. The Logistic Partner (LP) shall remit on a Daily basis (excluding holidays) all the monies collected from customers into the account of “Rural Innovation Labs Pvt. Ltd;” from the sale of services and products.
4. All payments made to the Logistic Partner (LP) shall be subject to deduction of Tax at source & such other statutory deductions and applicable taxes as are applicable under any law prevailing in India.
5. In the event of excess payment of TDS/ commission, the same shall be refunded to RIL. RIL also reserves the right to adjust the same from subsequent payments due to the Logistic Partner (LP).
6. RIL may depute their executive staff / officers / its authorized representatives to supervise, inspect and also guide and assist as and when necessary.
7. The Logistic Partner (LP) will not borrow or lend moneys or give guarantee or create any encumbrances on the business in the name of RIL or assign or create any third party right or interest in the said business. The rights given under this agreement are exclusively for the Logistic Partner (LP) only.
8. The Logistic Partner (LP) will indemnify and always keep indemnified RIL against any loss and / or damage and / or any third party claim that RIL may suffer, as a result of noncompliance or breach of any of the terms of the Agreement.
9. Use of confidential information: The Logistic Partner (LP) agrees, unless required by law, not to make the confidential information of RIL and its customers available in any form to any third party or to use the confidential information for any purpose other than in the performance of the agreement between the parties. This clause 9 will not be construed to prohibit the Logistic Partner (LP) to provide the information to the Statutory Authority (ies) under any law, with a written intimation to RIL.
10. The Logistic Partner (LP) agrees to hold the confidential information in confidence during the Term of this Agreement and for a period of two (2) years after termination of the agreement.
11. The Parties shall have the right to terminate this agreement at any time, with or without cause, during the term of this agreement upon thirty (30) days’ prior written notice (the “Notice Period”) to the other party. In case of breach of any clause of this agreement by the Logistic Partner (LP), the agreement can be terminated on discretion of RIL and the Logistic Partner (LP) shall indemnify for all losses or claims of RIL. The termination of this agreement shall be without prejudice to any rights or liabilities accrued until the date of termination.
12. The Logistic Partner (LP) shall protect RIL against any loss, claim, liabilities, expenses or damages arising out of any crime committed by the Logistic Partner (LP) via  internet and computer network during operation under this agreement, dealing particularly with infringements of intellectual property rights, copyright, computer related fraud, child pornography, hate crimes and violation of any network security, etc.
13. The Logistic Partner (LP) shall indemnify RIL and hold RIL harmless from and against any and all claims, costs, damages, losses, liabilities and expenses including lawyer’s costs arising out of or in connection with any illegal act or any act of corruption including bribery, extortion, fraud, deception, collusion, cartel, abuse of the services, embezzlement, trading in influence, money laundering, or any similar activity in relation to the business operation.
14. Employee related responsibility have to be borne by the Logistic Partner (LP). The Logistic Partner (LP) has to file necessary compliance certificates regarding P.F, Gratuity and ESI at regular intervals as may be applicable for its employees and as per the statutory norms. The Logistic Partner (LP) and / or any of its nominee / employee / agents shall not act as the employees of RIL in any manner whatsoever.
15. Neither Party will  be liable to the other for any delay or failure to fulfill its obligations under this Agreement where any such delay or failure is caused in whole or in part by any Act of Terrorism, Biological or Chemical Contamination, Nuclear Risks or Electronics Data loss, or to the extent that any such delay or failure arises from causes beyond its control, including without limitation, fire, floods, acts of God, acts or regulations of any governmental authority or super natural act, war, riots or strikes. Party affected shall serve notice on the other party within 30 days from the first date of the said event.
16. This agreement is governed by and is to be construed in accordance with the laws of India.
17. In the event of any claim(s), dispute(s) or difference(s) arising out of or in connection with the interpretation or implementation of this agreement, or out of or in connection with any breach, or alleged breach of this agreement (hereinafter referred to as the “Dispute”) between the Parties hereto, the Parties shall attempt to resolve such dispute through amicable settlement, failing which the parties shall subject themselves to binding arbitration under a sole arbitrator, to be appointed by RIL. The arbitration proceedings shall take place in Delhi.  The arbitration proceedings will be conducted in English language. The arbitration proceedings shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the rules framed there under and for the time being in force. The parties to the agreement submit to the exclusive jurisdiction of the Courts at Delhi.
18. Unless otherwise provided herein or agreed to in writing by the Parties, all notices, requests or other communications under this Agreement shall be in writing and shall be served or given by either Party by registered / speed post, courier, e-mail, or personally delivered to the other Party at the addresses specified below:

“7th Floor, Plot 14A, Viom Building,                         STREET

Sector 18, Maruti Industrial Complex,                     TEHSIL, DISTRICT

Gurgaon- 122015 (Haryana).                                   STATE, POSTCODE

 Email Id: info@itigershop.com                                EMAILID

Tel.:- 0124 6633400                                                   TELEPHONE

1.  Amendment / modification: - Only RIL reserves the right to alter or modify any clause of the said agreement and any such alteration, if made, shall be communicated to the Logistic Partner (LP) from time to time.
2. Relationship: The relationship between RIL and the Logistic Partner (LP) is only a business relationship and on a Principal to Principal basis.

In witness whereof,   the parties hereto have duly signed the same on the date mentioned   hereinabove.

For Rural Innovation Lab Pvt. Ltd;                                       Witnesses:

(Director/Authorized Signatory)                                             1.

            For M/s………………………………………………..

                                                                                                            2.

(Proprietor/Authorized Signatory)

Annexure-1

Job Role, Revenue Source and Obligations

Entry Fees: - Rs.2,000/- (Non Refundable)

Role:- Re-distribution & Logistics (Forward delivery, reverse pickups, and Returns to Origin)

1. He will register minimum 100 retailers under him in defined geography.

These retailers will be primarily from following sectors

1.     VLEs (Village level entrepreneurs)
2.      Mobile & Accessories retailers
3.      FMCG / Kirana Stores
1.     He will design the route map for retailers mapped under him and will ensure weekly once coverage.
2.     He has to promote iTigershop.com amongst these retailers and make them productive.
3.     He has to keep stock at his point (as per the market demand/ organization’s focus products etc.) by providing a minimum space of 150 sq feet and doing the billing at rates offered by organization.
4.     He has to act as distributor for organizations focus products.
5.      Without taking a NOC, he will not tie-up with any eCommerce /Logistic company which is competitive in nature.

Payout:-

Product margin- Will vary from product to product and category which will range from 1.5% to 15%

Logistic margin- Between RIL and Logistics Partner

• LP to Customer – Rs15 per Parcel
• LP to VLE – Rs 8 per Parcel
• Cash on delivery payouts are 0.2% of Amount of parcel or Rs10 whichever is less.
• Eg : if parcel value is Rs 4000, payout will be Rs8

Obligations

1. The maximum liability of the Logistics partner and the sole and exclusive remedy of RIL for the damage or loss or theft or misappropriation of any Product after the Logistics Partner has made the pick-up or is handed over the product, caused due to gross negligence and willful misconduct of Logistics partner shall be limited to Rs 5000 /- (Rupees Five thousand only) per Product or the actual Product value shared in the manifest whichever is lower for all products whose value is less than Rs. 10000/- (Rupees Ten Thousand Only). Further for all products whose value is more than Rs. 10000 (Rupees Ten Thousand Only), the service provider will be liable to pay 50% of the Product value. Notwithstanding anything contained above, the maximum liability for Reverse Pickups shall be limited to 50% of the Product value as per prevailing market value of the product.
2. Incase the logistics partner fails to deliver or fails to handover the return/undelivered product back to RIL at a mutually agreed location within 10 days from pick-up of product, the Logistics Partner shall be liable to reimburse RIL 50% of the invoce value of such products.