This Vendor Agreement ("Agreement") is made by and between Ekam Illam Private Limited ("Nivasi"), an Indian Private Limited Company having offices at 46 Fanepet 1st Street, Subbu Towers, 3rd Floor, Nandanam, Chennai 600035, and Entity onboarded as Vendor under the Onboarding Form ("Vendor"). This Agreement shall become effective on the date on which the Vendor is Onboarded ("Agreement Effective Date").
This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement (defined Above).
In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Capitalized terms used in this Agreement shall have the meaning assigned to them as set forth below.
- "Affiliates" means any person, entity, or organization that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" (including "controlled by" and "under common control with") refers to the ownership of at least 50% of the voting rights of a person, or the power to direct the management and policies of a person, whether through voting securities, management control, contract, or other means.
- "Confidential Information" means all non-public information disclosed by one party to the other that is: (a) marked as "Confidential" or with a similar designation if disclosed in tangible form, or (b) should reasonably be treated as confidential based on the nature of the information or the circumstances surrounding its disclosure. Confidential Information does not include: (i) information that is or becomes publicly known, (ii) information known to the recipient at the time of disclosure, (iii) information disclosed by a third party without confidentiality obligations, or (iv) information independently developed by the recipient without reference to the disclosing party's Confidential Information.
- "Documentation" means any guides, manuals, training materials, online help resources, release notes, and other materials provided by Nivasi to the Vendor regarding the usage of the Platform, including updates, user instructions, and technical details necessary for the service provider to use and manage their listings and services effectively.
- "Commission" refers to the fees charged by Nivasi to the Vendor for using the platform and its services, as detailed in this Agreement. This could include transaction fees, subscription fees, or any other applicable charges.
- "Intellectual Property Rights" means any and all intellectual property rights, including patents, copyrights, trademarks, trade secrets, database rights, and all similar rights, whether or not registered or registrable, in any jurisdiction. This also includes the right to apply for such rights and any equivalent protections.
- "Platform" means the software, including any updates, versions, and modifications of the app, provided by Nivasi to the Vendor, granting access to the gated community platform for listing services or products and managing operations, subject to this Agreement.
- "Support Services" refers to the assistance provided by Nivasi to the Vendor for the operation and usage of the Platform, including troubleshooting, updates, maintenance, and customer service support.
- During the Term of this Agreement, the Vendor and its Affiliates are granted a non-exclusive, non-assignable, royalty-free, worldwide license to access and use the Platform solely for the purpose of listing and managing their services/products within the app, and conducting business operations in relation to the gated community services. This license is subject to the terms of this Agreement.
- Except as expressly permitted under this Agreement, Vendor shall not: (a) sublicense, resell, rent, lease, distribute, or otherwise transfer rights or usage of the Platform or any part of it; (b) provide the Platform on a timesharing, service bureau, service provider, or any similar basis; (c) remove, alter, or obscure any copyright, trademark, or proprietary notice from the Platform; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or any associated software.
- Title to and ownership of all copies of the Platform (whether in machine-readable formats such as source code, object code, or other formats, or in printed form) and all related technical know-how, as well as all rights therein (including, without limitation, all Intellectual Property Rights applicable thereto and in all derivative works, by whomever produced), shall remain the exclusive property of Nivasi and its licensors. All rights not expressly granted to the Vendor under this Agreement are reserved by Nivasi and its licensors.
- Nivasi acknowledges that any and all proprietary materials provided or allowed access by the Vendor and/or its Affiliates, including materials used in relation to the operation of the Platform, belong to the Vendor ("Vendor's Proprietary Materials"). For the avoidance of doubt, ownership of any Confidential Information or Intellectual Property Rights provided by the Vendor, its Affiliates, their respective employees, and/or end-users shall remain with the Vendor at all times. However, Nivasi reserves the right to use information, including content, videos, images, and product listing details, provided by the Vendor for marketing purposes within the Platform.
- The Vendor is not obligated to provide Nivasi with any suggestions, enhancements, recommendations, or other feedback ("Suggestions"). To the extent that the Vendor provides any Suggestions, subject to clause 3.2 above, the Vendor hereby grants Nivasi a royalty-free, worldwide, transferable, sublicensable, irrevocable license to use, copy, modify, distribute, and incorporate such Suggestions into any software or services owned or offered by Nivasi.
4.1.1. Not use the Platform in breach of the terms and conditions of Section 2 (License and Restrictions) and promptly notify Nivasi in writing of any increase in the use of the Platform.
4.1.2. Be solely responsible for the accuracy, use, integrity, and legality of any information processed within the Platform.
4.1.3. Use the Platform in accordance with applicable laws, rules, regulations, and the Documentation.
4.1.4. Notify Nivasi promptly of any unauthorized use of the Platform of which it becomes aware.
4.1.5. Ensure that the services provided by the Vendor on the Platform do not violate any applicable laws, regulations, or the association bylaws of the gated community (for resident service providers). If services violate the community's bylaws, Nivasi reserves the right to remove the Vendor's listing from the Platform.
4.1.6. For resident service providers, provide written approval from the Resident Welfare Association (RWA) when requested by Nivasi before listing services on the Platform.
4.1.7. Ensure all services or products listed on the Platform are lawful, do not infringe on intellectual property rights, and comply with the Platform's guidelines.
4.1.8. Subject to the limitations of liability set out under this Agreement, Vendor shall indemnify Nivasi from any damages or claims arising from third-party claims due to violations of this Section 4.1.
Vendor shall comply with all local, state, national, and foreign laws in connection with its use of the Platform that are applicable to it, including laws related to data privacy, international communications, and the transmission of technical or personal data. Vendor acknowledges that Nivasi exercises no control over the content of the information transmitted by Vendor or its users through the Platform.
4.3.1. If the Vendor is a resident of the community they are providing services to, the Vendor may showcase their services on the Platform, provided that these services do not violate any association bylaws. Nivasi reserves the right to remove the Vendor's business listing from the Platform if the services are found to violate the community bylaws.
4.3.2. In certain cases, Nivasi may require written approval from the Resident Welfare Association before allowing the resident service provider to list their services on the Platform.
4.4.1. By agreeing to be listed on the Platform, Vendor acknowledges and agrees to receive both positive and negative reviews of the services they provide or the products they sell.
4.4.2. Vendor waives the right to take legal action against Nivasi if their business is affected by negative reviews provided by residents or other users of the Platform.
The Vendor is solely responsible for collecting payments from residents for the services provided. Nivasi shall not be held liable in case of non-payment by a resident or any issues related to payment collection.
Nivasi reserves the right to remove service providers who are not actively engaged with the community. Engagement is determined at Nivasi's discretion and may include but is not limited to:
4.6.1. Failure to receive periodic reviews or feedback from residents.
4.6.2. Failure to provide special offers or promotions to residents periodically.
4.6.3. Failure to engage Nivasi's advertising services to promote services within the community.
Vendor agrees to cooperate with Nivasi's efforts to keep the services listed on the Platform relevant and engaging to residents.
Nivasi shall charge the Vendor a commission in respect of each sale made on the Platform. The details of Commission shall be mentioned in the Platform and communicated to the Vendor separately.
The term of this Agreement shall begin on the Effective Date and shall continue until terminated according to this agreement.
6.2.1. The Vendor may terminate this Agreement at any time without having to attribute any reason whatsoever by providing Nivasi with written termination notice of not less than ninety (90) days.
6.2.2. If either party is in default of any provision of this Agreement which is not capable of remedy, or if such breach is capable of remedy but such default is not corrected within thirty days of receipt of written notice, the other party shall have the right to immediately terminate this Agreement by providing written notice to the party in breach.
6.2.3. Either party shall have the right to immediately terminate this Agreement in writing if the other party: (a) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which is not dismissed within one hundred and twenty days or (b) admits in writing its inability to pay its debts as they become due; or (c) in case of change of ownership of Vendor, provided that prior written notice of at least thirty (30) days is provided to the Nivasi.
6.2.4 Nivasi reserves the right to terminate this Agreement with immediate effect if:
6.2.4.1. The Vendor's services are found to violate any community bylaws or association rules.
6.2.4.2. The Vendor fails to actively engage with the Platform or the community as outlined in this Agreement.
6.2.4.3. The Vendor is involved in activities that harm the reputation of the Platform or create dissatisfaction among End Users.
6.3.1. Upon termination of this Agreement, whether initiated by the Vendor or Nivasi, the Vendor shall: (a) Diligently and expeditiously fulfill all pending orders placed by End Users (b) Ensure clear and transparent communication with End Users regarding the status and expected delivery timelines of all pending orders.
6.3.2. The Vendor acknowledges and agrees that termination shall not absolve them of their responsibility to complete and deliver any outstanding orders to the satisfaction of the End Users. Furthermore, the Vendor shall communicate transparently with affected End Users, providing them with relevant information regarding the status and expected delivery timelines of their pending orders. Failure to fulfill pending orders in a timely and satisfactory manner may result in the assessment of penalties or additional liabilities, and the Vendor shall indemnify and hold harmless the platform (Nivasi) against any claims or losses arising from incomplete order fulfillment post-termination.
6.3.3. (a) Upon termination, the Vendor's access to the Platform shall be revoked, and all Vendor-provided data shall be removed from the Platform, except as required for compliance with legal or regulatory obligations. (b) Nivasi shall retain the right to use aggregated and anonymized data provided by the Vendor during the term of this Agreement for analytical and operational purposes.
6.3.4. The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to clauses related to confidentiality, indemnification, limitation of liability, and dispute resolution, shall remain in effect.
Vendor agrees that : (a) it will use the other party's Confidential Information in connection with fulfilling its rights and obligations under this Agreement; and (b) it will hold Nivasi's Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with its own policies concerning protection of its own Confidential Information of like importance but in no instance with less than reasonable care, such due care including without limitation requiring its officers, employees, professional advisors, agents, representatives and contractors (collectively, "Representatives") to treat such information confidentially before allowing such parties to have access to the Confidential Information of Nivasi; Provided, Vendor shall be responsible for its representatives who have access to the confidential information and (c) the receiving party of Confidential Information shall be responsible for any breach of the terms of this Agreement by its Representatives who receive such information.
Notwithstanding Section 7.1 (Obligation), Vendor may disclose Confidential Information to its affiliates, and to the extent required by law or regulation, including any Court order or legal process, or by any governmental or other regulatory authority or self-regulatory authority, provided the receiving party (to the extent legally permissible) uses commercially reasonable efforts to give the party owning the Confidential Information sufficient notice of such required disclosure to allow the party owning the Confidential Information reasonable opportunity to object to and to take legal action to prevent such disclosure.
Each party warrants that it shall comply with all applicable data protection laws (including any changes thereto) in relation to the supply and use of the Platform under this Agreement.
The Vendor acknowledges that any data shared by End Users through the Platform remains the property of the respective End Users. The Vendor shall ensure that it handles such data in accordance with the applicable data protection laws and the privacy policies of the Platform.
8.1.1. The Vendor has and will continue to comply with all applicable laws, regulations, and bylaws, including any requirements specific to gated community services and resident welfare association (RWA) rules.
8.1.2. All information, materials, or listings provided by the Vendor on the Platform are accurate, not misleading, and comply with all applicable legal, ethical, and community standards.
8.1.3. The Vendor is duly organized, validly existing, and in good standing under the laws of its jurisdiction.
8.1.4. The Vendor has full authority and necessary licenses, permits, and approvals to perform its obligations under this Agreement.
8.1.5. The Vendor acknowledges that collection of payments from residents for services or products is solely its responsibility, and Nivasi bears no liability for non-payment by residents.
8.1.6. The Vendor agrees to receive reviews (both positive and negative) from residents and waives any right to take legal action against Nivasi for any impact such reviews may have on its business.
8.1.7. The Vendor's services, products, and content provided through the Platform do not infringe upon any third-party Intellectual Property Rights.
The access to the Platform is provided on "as is" and without warranty of any kind. Nivasi expressly disclaims all warranties, whether express, implied, or statutory, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
The Vendor agrees to indemnify, defend, and hold harmless Nivasi, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or in connection with:
9.1.1. Any misuse of the Platform by the Vendor, including but not limited to violations of community bylaws, association rules, or terms of use applicable to the Platform.
9.1.2. Breach of confidentiality obligations or violation of applicable laws, including data protection laws, by the Vendor or its representatives in connection with its use of the Platform.
9.1.3. Claims from residents or third parties arising from defective or substandard products or services provided by the Vendor, including but not limited to personal injuries, property damage, or financial losses.
9.1.4. Any disputes or legal actions initiated by residents or third parties relating to the Vendor's business practices, service delivery, or non-fulfillment of commitments.
9.1.5. This indemnity shall not apply to the extent the claims result from gross negligence, willful default, or fraud on the part of Nivasi.
Nivasi reserves the right to assume exclusive control of its defense against any claim brought against it subject to indemnification by the Vendor, in which event the Vendor will reasonably cooperate with Nivasi in connection therewith, and hereby expressly agrees to bear the cost thereof. The settlement of any indemnified claim on terms that include an admission of liability by the Vendor or a restriction on the operation of the Client's business shall require the Vendor's prior written consent.
Nivasi hereby expressly agrees to defend, indemnify, and hold harmless the Vendor and its Affiliates against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, caused by or arising out of or in connection with:
9.3.1. any claim by a third party that the receipt of the services provided by Nivasi, including the access and use of the Platform, infringes the Intellectual Property Rights of such third party;
9.3.2. Any act or omission by Nivasi or any third party to whom Nivasi has delegated any of its obligations under this Agreement to that causes the Vendor and its Affiliates to be in breach of any applicable personal data legislation in force in India; and
9.3.3. Any breach of its obligations under this Agreement.
Neither party's liability: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) for breach of Section 9 (Confidentiality and Data Protection); (d) for loss of data or (e) for any other liability that cannot be excluded or limited under Indian law; is excluded or limited by this Agreement.
In any event, either party's maximum aggregate liability to the other party in each calendar year (whether in contract or under any other form or liability) for damages or loss, howsoever arising or caused, whether or not arising from negligence, shall not be in excess of the prorated amount of commission fees payable by the Vendor to Nivasi hereunder in preceding 12 months of the event which is giving the right to such claim. The foregoing liability cap shall apply notwithstanding the failure of the essential purpose of any limited warranty or remedy herein. The foregoing liability cap shall not apply to any indemnification obligations under this Agreement or to any liability for gross negligence, wilful misconduct, or fraud.
In no event shall either party be liable for the cost of procurement of substitute goods or services, any lost profits, revenue, interruption of business, or for any incidental, special, consequential or indirect damages of any kind, even if advised of the possibility of such damage or if such damage could have been reasonably foreseen.
11.1. The Vendor shall be responsible for providing accurate and complete details of the Product/Services to be listed on the Platform. This includes providing a completed Product/Service page that includes prices, detailed descriptions, specifications, and images for each Product/Service.
11.2. The Vendor agrees to be solely responsible for all listings submitted to the Platform and ensures that all listings are bona fide, comply with applicable laws and regulations (including Legal Metrology (Packed Commodities) Rules, consumer protection laws), and contain all necessary specifications, pricing, and information as required.
11.3. Listings submitted by the Vendor may be individually reviewed and approved by Nivasi at its discretion before they are published on the Platform. The Vendor acknowledges that there may be a lead time between submission of Product/Service details and publishing due to quality control checks.
11.4. Nivasi reserves the right to reject, unpublish, or delete any listings that breach the terms of this Agreement, without prejudice to its other rights and remedies.
11.5. Notwithstanding any approval from Nivasi, the Vendor shall remain fully responsible for the content and accuracy of their listings. Nivasi reserves the right to impose penalties for any breach of this section, in addition to any other rights it may have under this Agreement.
11.6. The Vendor agrees to keep their listings up to date, and in particular, deactivate any listings for products/services that are no longer available.
Only Products/Services that fall within the categories specified on the Platform may be listed. The Vendor must ensure that all listings are relevant to the Platform's designated categories.
12.2.1. Breach any laws or regulations, infringe any person's intellectual property or other rights, or give rise to a legal cause of action.
12.2.2. Contain material that would contravene any content guidelines established in this Agreement.
12.2.3. Relate to prohibited items, including but not limited to drugs, firearms, pornography, or items prohibited by law.
Nivasi adopts a zero-tolerance policy towards counterfeit Products/Services. Any attempt to sell counterfeit items may result in penalties, including financial penalties, permanent bans, and legal prosecution.
The Vendor must provide, upon request from Nivasi, any documentation or information necessary to verify the authenticity of Products/Services listed on the Platform.
13.1. All Product/Service prices shall be inclusive of applicable taxes (e.g., GST) and in Indian Rupees (INR). The Vendor must separately list wholesale and retail prices.
13.2. The Vendor is solely responsible for setting the prices of their Products/Services on the Platform.
13.3. The pricing of Products/Services must comply with all applicable laws, including competition laws.
13.4. The Vendor may adjust the pricing of their Products/Services at any time. However, such changes must not adversely affect End User relationships. The Vendor must notify End Users of any price changes before completing any transactions.
13.5. The Vendor must ensure that all prices are accurate and up-to-date. Any pricing errors should be corrected immediately upon discovery.
13.6. The Vendor must disclose all relevant information regarding the pricing of Products/Services, including taxes, shipping charges, and other associated fees.
14.1. Upon receiving an order from an End User, the Vendor must promptly verify the availability of the requested Product/Service in their stock.
14.2. The Vendor must verify whether the End User's location falls within the delivery radius established by the Vendor.
14.3. Based on stock availability and delivery feasibility, the Vendor reserves the right to either accept or reject the order.
14.4. Once the Vendor accepts an order, it signifies their commitment to fulfill the order. The Vendor assumes responsibility for completing the order in a timely manner.
14.5. The Vendor agrees to maintain performance standards consistent with industry practices and the terms outlined in this Agreement.
14.6. The Vendor is responsible for ensuring the quality and integrity of the Product/Service during the delivery process.
14.7. The Vendor shall be liable for any damages, losses, or claims arising from the inadequate delivery or fulfillment of an order.
14.8. The Vendor agrees to indemnify and hold harmless Nivasi from any claims, liabilities, or losses resulting from the Vendor's failure to fulfill its obligations under this section.
Vendor agree to use commercially reasonable efforts to provide chat, email and/or telephone support to End Users with respect to their purchase of the Product/ Services from the Platform. Vendor acknowledge that they are solely responsible for providing adequate support to End Users and Nivasi is in no way responsible for Product/ Services sold by the Vendor. Vendor shall provide a mobile number to which Nivasi may direct support inquiries from End Users with respect to the Product/ Services. If the Vendor receives a support request from Nivasi or End User, Vendor shall respond to such request within four (4) days. In cases where Nivasi identifies an issue to be critical, Vendor agree to respond within six (6) hours from the time of receiving the support request
Nivasi may include the Vendor's name and logo in its Vendor lists on its website and marketing collateral for publicity purposes.
This Agreement shall be governed by and interpreted in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration in Chennai, Tamil Nadu in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which shall be deemed to be incorporated by this clause. The tribunal shall consist of a sole arbitrator mutually appointed by both parties. The language of the arbitration shall be English.
No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any assignment not in conformity with this Section shall be null and void.
Any notices required under this Agreement shall be given in writing and shall be deemed to have been delivered and given: (a) if given or when delivered personally, (b) three Business Days after having been sent by registered or certified post, return receipt requested, or (c) one Business Day after deposit with a commercial overnight courier, with written verification of receipt or (d) if sent by electronic mail, at the time of transmission, provided that no delivery failure is received by the sender. All communications shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as may be designated by a party by giving written notice to the other party. "Business Day" means any day except Saturday, Sunday and any day which is a gazetted public holiday in Tamil Nadu.
Any notices required under this Agreement shall be given in writing and shall be deemed to have been delivered and given: (a) if given or when delivered personally, (b) three Business Days after having been sent by registered or certified post, return receipt requested, or (c) one Business Day after deposit with a commercial overnight courier, with written verification of receipt or (d) if sent by electronic mail, at the time of transmission, provided that no delivery failure is received by the sender. All communications shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as may be designated by a party by giving written notice to the other party. "Business Day" means any day except Saturday, Sunday and any day which is a gazetted public holiday in Tamil Nadu.
16.6.1. The Terms of this Agreement are subject to Modification at the Discretion of the Platform and the Vendor shall be notified upon the modification of these Terms and Conditions.
16.6.2. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights.
16.6.3. In performing their respective duties under this Agreement, Nivasi and Vendor will be operating as independent contractors and neither party is the legal representative, agent, joint venture, or employee of the other party for any purpose whatsoever.
16.6.4. The headings of the Sections of this Agreement are for convenience only and shall not be of any effect in construing the meaning of the Sections.
16.6.5. In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall (to the extent legally permissible) be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent, any provision cannot be enforced in accordance with the stated intentions of the parties, such terms and conditions shall be deemed not to be a part of this Agreement.
16.6.6. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
16.6.7. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to such subject matter.