RATIBPAL’S SUPPLIER AGREEMENT

 

The terms and conditions as set out below, governs the Supplier Agreement (SA) with RatibPal Services Private Limited, a company incorporated under the laws of India, with its registered office at B20, Avishkar Garden, SahakarNagar 2, Pune 411009 (hereinafter referred to as RatibPal). You, as a “Supplier” by signing / clicking ‘Yes’ / ‘Agree’ / ‘Continue’, it is understood that you have agreed to the terms and conditions contained in the Agreement as these terms are your legal and contractual obligations towards RatibPal.

This Agreement shall be effective on your acceptance and you agree to strictly comply with the terms of the SA. If you do not agree with the terms and conditions of this Agreement, do not continue with the installation/ registration process.

 

TERMS AND CONDITIONS

1. BACKGROUND

RatibPal owns the website (www.ratibpal.com), mobile apps named ‘Consumer’ and ‘Supplier’ and a contact center (hereinafter collectively referred as the Platform). The Platform allows the suppliers to sell their products and services, also referred as Offerings, directly to customers. The platform enables the suppliers to display the availability, price, delivery and other related Offerings’ details, accept orders from customers, track deliveries, send bills and accept payments through the Platform. RatibPal reserve the right to permit the supplier who may sell on the Platform, at a stipulated fee as described in Annexure-1. RatibPal shall provide all the backend infrastructure viz. notifications, operations status report etc. to its suppliers.

RatibPal shall provide and operate the Platform only in the capacity of an entity that provides technology to facilitate the Suppliers’ business operations.

 

2. SUPPLIER’SDELIVERY SCHEDULE, QUALITY, BILLING AND PAYMENTS

The supplier shall leverage the Platform functionality for optimizing its operational efforts however shall always own the complete responsibility of its business processes including but not limited to:

• Supply of products and delivery of services as per the set customer order at right quantity, quality and on time
• maintain accurate financial information viz. pricing, discounts and bank details for automated billing calculations, intimations and payments
• daily reconciliations, periodic verifications and full payment collection from its customers

 

3. COMMUNICATION WITH SUPPLIER’S CUSTOMERS

For optimizing the supplier-customer communication for suppliers’ day to day business operations, the Platform provides different communication channels like in-app notifications, SMS, email, call etc. and enables supplier with modes like self initiation, auto and outsourced to shared contact centre. Supplier hereby, authorizes RatibPal and the Platform to communicate through the predefined channels as defined for facilitating the suppliers’ business operations.

 

4. PRICING AND PAYMENT

Supplier shall quote competitive prices (inclusive of all applicable taxes) of the products and services published on the Platform. Supplier authorizes RatibPal in the capacity of Platform provider to discover and display the market prices prevalent in the market for same/similar products and services. Supplier shall be cognizant of the market price and shall abide by competitiveness. However, Supplier will have full right to withdraw the products from the Platform, if it dissents with other prevalent prices. RatibPal further reserves the right to run promotions offering several benefits/discounts to the customers on the Platform.

The supplier agrees and acknowledges that it will pay fees to RatibPal as mentioned in the Annexure -1. Supplier shall be responsible for payment of all applicable GST, Sales Tax/VAT.

1. In the event payments are collected by RatibPal on behalf of the Supplier, in the mode/s as available to the Consumers, the same will be collected while acting as an agent of the Supplier with the sole intent of facilitating the transactions of the Supplier.
2. RatibPal transfers such collection from customers, to the suppliers as follows.
   • The aggregate remittance is done in T+1 working day, where T is the consumer payment receipt date
   • Everyday, RatibPal shall adjust the amounts from the aggregate payment made by the consumers, map to the suppliers’ invoices and prepare the aggregate remittance due to the supplier
   • On T+1 working day, the transfer is initiated to individual suppliers with due remittance amount
3. RatibPal shall make the payment by way of NEFT/RTGS/account payee cheque, after deducting RatibPal’s fee.

 

5. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights are exclusively owned by RatibPal. The supplier must not do anything which jeopardizes or interferes with our ownership of such intellectual property rights. RatibPal shall not be liable for contents and images shared by the Supplier and all the consequential liability will be borne by the supplier.

 

6. DATA PRIVACY

The Platform keeps supplier’s operational information strictly confidential and access is not permitted to any other competing suppliers. However, RatibPal reserves the right to share the supplier and customer information to the related parties like distributors, brands and other related stakeholders in the value chain, for continuous improvement at each level and govt. agencies for statutory requirements

 

7. REPRESENTATION AND WARRANTIES

The supplier shall, at all times and to the complete satisfaction of RatibPal and without demur indemnify and hold RatibPal harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against RatibPal by the Consumer or any third party arising out of Supplier’s actions or omissions in connection with the sale of Supplier’s products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Supplier represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.

 

8. CANCELLATION, BREACH AND LIABILITY

RatibPal may cancel or suspend your account and access to the Platform at any time at our absolute discretion i) if you breach any provisions of this SA. ii) if any complaint that may deem serious. or iii) to repair, maintain or protect the integrity of RatibPal Platform. You must indemnify and hold us harmless against any loss suffered or incurred in connection with the breach of this SA or willful or negligent act.

 

9. FORCE MAJEURE:

1. Any failure or omission by the Supplier to perform any obligation under this Agreement shall not be considered or treated as a default or breach by Supplier and claim against other party if to the extent and for as long as such failure or omission is caused by any supervening event (hereinafter referred to as “Force Majeure”) beyond the reasonable control so affected. Force Majeure shall include, but not limited to, acts-of-God, acts-of-state, war, riot, military action explosions, terrorism, sabotage, natural disaster, civil commotion, and which by the exercise of reasonable diligence could not be prevented or provided against and the effects of which cannot be overcome by reasonable expenditure.
2. The Party so affected shall as soon as it becomes aware of the occurrence of Force Majeure immediately notify the other Party, and the protection of this Clause shall become operative only from the time when such notice is given. Thereafter the Party so effected shall do all that is reasonably possible at its expense to remove the effect of such occurrence of Force Majeure.
3. If all reasonable efforts should fail, or if Force Majeure situation persists beyond the period of Sixty (60) days, the Parties shall in good faith consult with each other and terminate this Agreement.

 

10. TERMINATION

In case of this SA termination for any reason,

• You shall maintain confidentiality of the customer information and any know how acquired through the Platform
• You shall not directly or indirectly approach the new customers acquired through RatibPal Platform, to promote any competing products, services etc.

 

11. GENERAL TERMS

1. If any dispute arises between the parties hereto during the subsistence of this agreement or arising out of in the agreement the dispute shall be referred to the Arbitration and Conciliation Act,1996 and the jurisdiction shall be Pune. The order of the Arbitrator shall be final and binding on both the Parties.
2. All the notices, demands and other communications required under this agreement shall be in writing.
3. Each party shall treat as confidential, all information obtained from the other pursuant to this agreement and shall not divulge any information to any person except with the prior written consent of the parties.

 

ANNEXURE -I

1. Registration Fees: 0
2. New Consumer Acquisition Fees: 0
3. Customer Communication (shared Contact Center) Fees: 0
4. Payment Collection Fees: 0
5. Return / Replacement / Cancellation of products or services related charges: Borne by Supplier
6. Platform Provision and operation fee: Rs. 3 /Active Consumer/ month.
   • Example: 10 Active Consumers x 3 = 30 Rupees
7. Taxes: Inclusive in the Fee