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This Services Agreement is made on ------------------ ("Execution Date"), by and between Bitoodle Online Services PriGSTe Limited and ------------------------------ (the "Agreement"):
1. --------------------------------, a company incorporated under the Companies Act, 2013, and having its registered office at ---------------------------- (hereinafter referred to as "Seller", which expression shall, unless inconsistent to the context or meaning thereof, be deemed to include its successors and permitted assigns) of the FIRST PART;
2. Bitoodle Online Services PriGSTe Limited a company incorporated under the Companies Act, 2013 and having its registered office at E-1070 Rajendra Nagar Bareilly, (Uttar Pradesh)-243122 (hereinafter referred to as the "Service Provider", which expression shall, unless inconsistent with the meaning or context thereof, be deemed to include its successors and permitted assigns) of the SECOND PART;
The Seller and the Service Provider are hereinafter individually referred to as a "Party" and collectively as the "Parties".
Now therefore, in consideration of the foregoing, and the premises, mutual covenants, promises, agreements and provisions set forth hereinafter, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties, with the intent to be legally bound hereby agree as follows:
The following words and expressions used in this Agreement shall, to the extent not inconsistent with the context thereof, have the following meanings respectively:
"Affiliate" shall mean, with respect to any Person, any other Person, which, directly or indirectly, Controls, is Controlled by or is under common Control with the first named Person. If such Person is an individual, the term "Affiliate" shall include a Relative of such individual the provisions hereof
"Applicable Law" means any applicable national, state, local or other law, statute, regulations, rules, by laws, ordinances, constitution, principles of common law and includes notifications, guidelines, policies, directions, directives, judgment, decree and orders of any Authority, statutory authority, court, tribunal or recognized stock exchange, and having the force of law;
"Arm's Length Basis" (including, with correlative meaning, the term "Arm's Length Basis") shall mean on terms consistent with market practice and those actually made in comparable transactions between independent enterprises or Third Parties under comparable circumstances. Where such comparable transactions are not available, the term "Arm's Length Basis" shall mean that the price would be an arm's length price as determined in accordance with the provisions of the Income Tax Act, 1961, and all other terms and conditions should be entered into such that the contracting parties are unrelated and independent parties;
"Authority" means any national, supranational, regional or local government, or governmental, statutory, regulatory, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person whether or not government owned and howsoever constituted or called, that exercises the functions of the central bank);
"Business" shall mean the business of, (i) owning and operating the online marketplace www.bitoodle.com and providing platform services to buyers and sellers on the platform for the sale and purchase, by such buyers and the sellers, of branded products in the beauty and personal care category on the platform, (ii) wholesale trading of branded products in the beauty and personal care category, (iii) online beauty related services to consumers, intermediaries, beauty service providers, salons, spas, principals and other participants in the value chain, and (iv) such other the business that the Service Provider may carry on from time to time;
"Business Day" shall mean a day (other than a Saturday or a Sunday) on which scheduled commercial banks are generally open for business in India.
"Claim" shall have the meaning as set forth in Clause 8.1;
"Confidential Information" shall have the meaning ascribed to it in Clause 14.1(a);
"Control"(including with correlative meaning, the terms, "Controlling", "Controlled by" and "under common Control with"), with respect to a Person, shall mean the ownership or control of more than 50% (fifty per cent) of the voting rights or of the issued share capital, on a fully diluted basis, of such Person or the right to appoint or remove all or the majority of the members of the board of directors or other governing body of such Person, the right to control the management or policy decisions exercisable by a Person, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner
"Disclosing Party" shall have the meaning ascribed to it in Clause 14.1(a)(i); "Due Date" shall have the meaning ascribed to it in Clause 4.2(b);
"Execution Date" means the date hereof;
"Excluded Products" means any products or other items set forth in the excluded products list for the Website or any other policy that applies to Seller's use of a Service, and any other products or other items that in the Service Provider's sole discretion are not supported for a Service;
"Listing Services" shall have the meaning as set forth in Clause 0 of Part A of Schedule I
"Logistics Services" shall mean the service of packaging, courier, dispatch, delivery and
warehousing provided by the Service Provider more fully detailed in Part 13 of Schedule I;
"Nodal Account" shall have the meaning as set forth in Clause (i) of Part A, Schedule I;
"Person" means any individual, partnership, corporation, company, unincorporated organization, association, joint venture, trust, society or other entity (whether or not having a separate legal personality) and includes an Authority;
"Bitoodle-Fulfilled Products" means any of the Seller's products that are fulfilled using the Logistics Service;
"Sales Proceeds" means the gross proceeds paid by customers in the course of any of purchasing the Seller's products from the Website, including the purchase price, all shipping and handling and other charges, any taxes and customs duties;
"Seller-Fulfilled Products" means any of the Seller's products that are not fulfilled using the Logistics Service.
"Selling Launch Date" means the date on which the Service Provider first lists one of the Seller's products for sale on the Website.
"Services" shall have the meaning ascribed to it in Clause 2.1; "Service Fees" shall have the meaning ascribed to it in Clause 4.1(a);
"Service Provider Associated Properties" shall mean any website or other online point of presence, other than the Website, through which any products or services available on the Website are syndicated, offered, merchandised, advertised or described;
"Site Fulfillment Centre(s)" means the fulfillment centre(s) designated or used by the Service Provider to store and fulfill; units;
"Tax" or "Taxes" shall include all taxes, including income tax, Goods and services tax(GST) withholding tax, dividend distribution tax, capital gains tax, fringe benefit tax, sales tax, customs duty, wealth tax, gift tax, franchise, property, sales, use, employment, license, excise duty, service tax, occupation tax, value added or transfer taxes, governmental charges, fees, levies or assessments or other taxes, levies, fees, stamp duties, statutory gratuity and provident fund payments or other employment benefit plan contributions, withholding obligations and similar charges, of any jurisdiction and shall include any interest, fines, and penalties related thereto and, with respect to such taxes, any estimated tax, interest and penalties or additions to tax and interest on such penalties and additions to tax;
"Term" shall have the meaning ascribed to it in Clause 2.1; Terminating Party"" shall have the meaning ascribed to it in Clause 6.1 (b);
"Unsuitable Unit" means a unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels which were not properly registered with Bitoodle before shipment or do not
In this Agreement, unless the context otherwise requires:
a)references to the masculine, the feminine or the neuter gender shall include each of the other genders;
2.1 The Service Provider agrees to provide to the Seller, and the Seller agrees to avail from the Service Provider, on a non-exclusive basis, the Nen/ ICUS set out in Part A (ihe "Listing Services") and Part 13 ("Logistics Services") of Schedule I ("Services"). 'The Services shall be provided on an Arm's Length Basis in accordance with Applicable Law.
2.2 The Seller undertakes that it shall provide the Service Provider with all information, training, documents, parts and special tools as the Service Provider may reasonably request in order to enable the Service Provider lo properly perform its obligations under this Agreement.
3.1 The Seller shall complete the registration process on 111e Website for one or more of the Services in order to initiate the enrolment process.
3.2 The Seiler shall update information provided at the time of registration as may be necessary to ensure that it at all times remains accurate and complete.
3.3 By accepting the terms of this Agreement, the Seller authorizes the Service Provider to verify the information
(including any updated information) about the Seller from time to time.
In consideration of the Service Provider providing the Services to the Seiler, the Seller agrees to pay the Service Provider the fees/charges as set out in Schedule 11 (the "Service Fees").
In addition to the Service Fees, all out of pocket expenses incurred by the Service Provider in relation to provision of the Services shall be reimbursed by the Seiler. This includes out of pocket expenses for travel, spare parts, special tools, accreditations for customer sites, etc.
The Service Provider may choose to either (a) offset any amounts that are payable by the Seller to the Service Provider (in reimbursement or otherwise) against any payments made by the Service Provider to the Seller, or (b) invoice the Seller for amounts due to the Service Provider, in which case the Service Provider will pay the invoiced amounts upon receipt.
If the Service Provider discovers erroneous or duplicate transactions initiated by the Seller, it reserves the right to seek reimbursement front the Seller bydeducting from future payments owed to the Seller or seeking such reimbursement from the Seller by any other lawful means; provided that the foregoing will not limit the Seller's rights to pursue any good faith dispute with the Service Provider concerning whether any amounts are payable or due.
If on the basis of information available with the Service Provider, the Service Provider is of the opinion that the Seller's actions and/or performance connection with the Agreement may result in a significant number of customer disputes, chargeback or other claims in connection with the Website, then theService Provider may, in its sole discretion, subject to Applicable Law, delay initiating any payments to he made or that are otherwise due to the Seller under this Agreement for the shorter of: (a) a period of (90) ninety calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding Seller's actions and/or performance in connection with the Agreement. The Seller acknowledges and agrees that the Service Provider is entitled to the interest, if any, paid on balances maintained as deposits in its bank accounts.
The Seller agrees that the Service Provider shall not be liable for any failure to make payments to the Seller on account of incomplete or inaccurate information provided by the Seller with respect to Seller Bank Account
All amounts payable under this Agreement by Seller to the Service Provider for the rendering of the Services shall be exclusive of all taxes (including service tax) payable under Applicable Laws, subject however to tax deducted at source, and all such taxes shall, at the option of the Service Provider, either be paid by Seller or reimbursed by the Seller to the Service Provider. The Seller shall reimburse the Service Provider for any tax deducted at source.
The term of this Agreement will start as on the date of completion of registration for one or more of the Services (the "Effective Date") and continue until terminated under Clause 6.2 (the "Term"). Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided.
The provisions of Clause 1 (Definitions and Interpretation), Clause 6.3(Effect of Termination), Clause 5.4(Survival), Clause 8 (Indemnity), Clause 9 (Limitation of Liability) Clause 14.1(Confidentiality), Clause14.11(Dispute Resolutioii), Clause 14.11 (Notices) and Clause 14. I5(Governing Law & Jurisdiction) shall survive the termination of this Agreement.
The Seller grants to the Service Provider a royalty-free, non-exclusive, worldwide, irrevocable right and licence co-terminus with the term of this Agreement and for as long thereafter as is permitted under Applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit deriGSTive works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Seller materials, and to sublicense the foregoing rights to the Affiliates of the Service Provider and operators of the Service Provider Associated Properties; provided, however, that the Service Provide undertakes that it shall not alter any of the Seller trademarks from the form provided by the Seller (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the Seller's removal requests as to specific uses of its trademarks; provided further, however, that nothing in this Agreement will prevent or impair right of the Service Provider to use Seller materials without obtaining consent from the Seller to the extent that such use is allowable without a license from Seller or its Affiliates under applicable law.
8.1 The Seller agrees to indemnify, defend and hold harmless the Service Provider (and its officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to:
8.2 If at any time the Service Provider determines in its sole discretion that any indemnified Claim might adversely affect the Service Provider, it may take exclusive control of the defence of the Claim at its own expense.
8.3 The Seller shall not consent to the entry of any judgment or enter into any settlement of a Claim without obtaining prior written consent from the Servicer Provider, which may not be unreasonably withheld.
The Service Provider shall not be liable (whether in contract, warranty, tort, delict (including negligence, product liability, any type of civil responsibility or other theory or otherwise) to the Seller or any other Person for cost of cover, recovery or recoupment of any investment made by the Seller or its Affiliates in connection with this Agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this Agreement, even if the Service Provider has been advised of the possibility of such costs or damages. Further, except in case of gross negligence or willful misconduct, aggregate liability of the Service Provider arising out of or in connection with this Agreement or the transactions contemplated hereby shall not at any time exceed the total amounts during the prior six months period paid by the Seller to the Service Provider in connection with the particular service and the Website giving rise to the claim, subject to submission of evidence, satisfactory to Service Provider, supporting such claims.
10.1 The Website and the Services, including all content, software, functions, materials and information available or provided in connection with the services, are provided on an "as-is" basis. As a user of the services, the Seller's access to the Website, Services and any online portal or tool provided by the Service Provider to help it avail the Services are at the Seller's own risk. The Service Provider and its Affiliates waive and disclaim: (1) any representations, warranties, declarations or guarantees regarding this Agreement, the Services or the transactions contemplated hereby, including any implied warranties, declarations or guarantees of merchantability, fitness for a particular purpose or non-infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from negligence of the Service Provider. The Service Provider does not warrant that the functions contained in the Website or the Services will meet the Seller's requirements or be available, timely, secure, uninterrupted or error free, and the Service Provider will not be liable for any Service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions. some jurisdictions' laws do not allow exclusion of an implied warranty. in which case the foregoing disclaimer may not apply, and the Service Provider and its Affiliates disclaim to the maximum extent permitted under Applicable Law all warranties ofany kind, whether express, implied or statutory, including without limitation warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non- infringement or quiet enjoyment.
10.2 The Service Provider is not involved in transactions between customers and sellers orother participant dealings and therefore, if a dispute arises between one or more participants, each of the participants, companies, sellers and customers release the Service Provider (and its agents, Affiliates and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
11.1 The Seller shall be responsible for the collection and payment of any and all of its Taxes together with the filing of all relevant returns, such as GST invoices/credit memos where required.
11.2 The Service Provider is not responsible for collecting, remitting or reporting any service tax, GST or other taxes arising from such sale. The Seller is solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
11.3 Unless stated otherwise, any and all fees payable by the Seller pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services and similar taxes. and it shall be the responsibility of the Seller to pay any taxes that are imposed and payable on such amounts. If the Service Provider is required by IEINV or 1w administration thereof to collect any value added, service, sales, use, goods and services or similar taxes from the Seller, the Seller shall pay such taxes to the Service Provider.
11.4 If for any reason, any income tax or GST is determined to Be deducted and deposited on any payments or remittances to the Seller, the Service Provider will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by the Seller against the Service Provider.
Unless otherwise stated in this agreement, the parties shall, at their own cost, obtain all permits and licenses, as are necessary for undertaking the activities related to their scope of work under this Agreement and shall pay all, taxes and fees payable under any law for the time being in force and during the term of this agreement. the parties shall provide to the other Party, evidence to prove the compliance of the legal requirements as stated above as well as payment of Taxes or fees, if required.
The Parties acknowledge and understand that the title to the products proposed to be sold on the Website rests with the Seller. The Service Provider constructively holds the Seller's products as a part of its Logistics Services, however, the Service Provider shall not assume any title risk. Any loss or damage to the products of the Seller shall remain the sole responsibility of the Seller.
(a)Each Party recognizes that in the course of the transactions envisaged by this Agreement, it may be privy to certain confidential information (whether or not the information is marked or designated as "confidential" or "proprietary") relating to the other Parties and their businesses including legal, financial, technical, commercial, marketing and business related records, data, documents, reports, etc., client information, the terms of this Agreement, the details of the negotiations between the Parties("Confidential Information"). In consideration of the benefits accruing to the Parties from their association under this Agreement, each Party agrees that it shall:
(b)The obligations contained in sub-Clause (a) shall not apply to any part of the Confidential Information which:
(c)The obligations contained in this Clause 6.1 shall continue to apply for a period of 5 years from the date of termination of this Agreement.
(d)Upon termination of this Agreement, each Party shall on written demand of the Disclosing Party immediately return Confidential Information together with any copies in its possession, if such information and copies thereof have not already been destroyed.
Each Party shall bear and pay its respective costs and expenses towards the professional fees and costs of its respective advisors and counsel in connection with the preparation of this Agreement.
This Agreement may be executed simultaneously in any number of counterparts, each of which when executed and delivered will be deemed an original, but all of which will constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts.
If any provision of this Agreement is rendered void, illegal or unenforceable in any respect under Applicable Law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Should any provision of this Agreement be or become unenforceable, the Parties shall use reasonable endeavors to agree upon a new provision which shall as nearly as possible have the same commercial effect as the ineffective provision.
This Agreement constitute the entire agreement between the Parties hereto with respect to the subject matters of this Agreement and supersedes all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof.
No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.
This Agreement shall be binding on the Parties and their respective successors and permitted assigns. No Party shall be entitled to assign its rights or obligations under this Agreement to any Person without the prior written consent of the other Party. Provided that a Party shall be free to assign its rights or obligations under this Agreement to any Affiliate without the prior consent of the other Party.
This Agreement is solely for the benefit of the Parties and no provision of this Agreement shall be deemed to confer upon any other Persons any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
The Parties shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.
No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power or remedy under this Agreement by any Party shall preclude any further exercise thereof or the exercise of any other right, power or remedy by that Party. Without limiting the foregoing, no waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof. The rights and remedies of any Party provided for in this Agreement shall be in addition to the rights and remedies in law or in equity.
(a)Notices or other communication required or permitted to be given or made hereunder shall be in writing and delivered personally, or by registered post acknowledgement due, or by internationally recognized courier service, or by legible fax addressed to the intended recipient, or by electronic mail (followed by facsimile communication), at its address set out below, or to such other address or fax number as any Party may from time to time notify to the other Parties;
In the case of notices to the Service Provider:
Attention: Mr. Navneet & Mr. Vishnu Gupta
Address: E- 1070 Rajendra Nagar, Bareilly, (Uttar Pradesh)- 243122
Telephone: (+91) 9718887766 (+91) 9718543453
In the case of notices to the Seller: Address:
(b)Any such notice or communication shall be in English and shall, unless the contrary is proved, be deemed to have been served (if given by fax or personal delivery ) on the next following Business Day in the place of receipt or (if given by retail or courier) 10 (ten) Business Days after posting. In proving the same, it shall be sufficient to show, in, the case of a letter, that the envelope containing the letter was correctly addressed and handed over by personal delivery, airmail or by courier service and, in the case of a fax, that such fax was correctly dispatched to a current fax number of the addressee.
No Party shall be liable to the other if, and to the extent, that the performance of any of its obligations under this Agreement is delayed, prevented, restricted, prejudiced or interfered with due to
circumstances beyond the reasonable control of such Party including without limitation, legislations, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of government and/or shortages of materials. The Party claiming an event of force majeure shall promptly notify the other Parties in writing, and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other Parties informed of any further developments. The Party so affected shall use commercially reasonable efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed.
Each of the Parties hereto shall co-operate with the others and execute and deliver to the other, such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights, and the intended purpose of this Agreement provided that no such document or agreement shall be inconsistent with the spirit and intent of this Agreement.
This Agreement will be governed by and construed in accordance with the laws of India and subject to Clause 14.11 above, the courts in Mumbai shall have exclusive jurisdiction.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date and place first above written.
For and on behalf of --------------------
Name: -------------------- Designation: ------------
For and on behalf of Bitoodle Online Services Pvt. Ltd.
Name: Navneet Gupta
The Service Provider provides Service that allows the Seller to list products for sale directly via Website (“Listing Services”). Listing Services is operated by the Service Provides. By registering for or using selling on the Website, the seller agrees to be bound by this Agreement and the terms set out therein.
For products delivered by the Seller, the Seller shall determine shipping and handling charges via and subject to the Service Provider’s standard functionality and categorization for the Website. Any such amounts, paid by the customer towards shipping and handling charges, shall be the Seller’s Sale Proceeds, subject to deduction of applicable charges as may be determined by the Service Provider and the Sellershall be solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges, products delivered by Bitoodle, Bitoodle will determine what the shipping fees will be and will display and collect them from customer / Seller.
(i)Delivery Errors and Nonconformities; Recalls. The Seller shall be responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of its products, except to the extent caused by; the Service Provider’s failure to make available to the Seller the relevant order information as was received by the Service Provider or resulting from address verification. Notwithstanding anything stated in this Agreement, for Bitoodle Fulfilled Products, if any, the Logistics terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of those of the Seller’s products. The Seller is also responsible for any non-conformity or defect in, or any public or priGSTe recall of, any of its products
(ii)The Seller shall notify the Service Provider promptly in writing as soon as it has knowledge of any public or priGSTe recalls of its products.
(i)If the Service Provider receives a claim under the “Guarantee” offered on the Website, or any chargeback or other dispute, concerning one of the Seller’s transactions, the Seller shall deliver to the Service Provider within 7 (seven) calendar days after request by the Service Provider:
(ii)If the Seller fails to comply with the requirement set forth in Paragraph 8.11(i) above, or if the claim, chargeback, or dispute is not caused by the Service Provider’s failure to make the order information available as the same was received by the Service Provider or resulting from address verification, then the Seller shall promptly reimburse the Service Provider for the amount of the customer purchase (including the purchase price, all associated shipping and handling charges and all taxes, but excluding any associated reterral fees retained and not subject to refund by Bitoodle) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by the Service Provider or its Affiliates.
Subject to this Paragraph 8.13, the Seller is free to determine which of its products it wishes to list for sale on the Website. The Seller shall maintain parity between the products it offers through its sales
channels and the products it list on the Website by ensuring that all the applicable Bitoodle Launch date and thereafter;
Under the Logistic Services, the Service Provider extends additional services to the Seller in the nature of packing, courier, dispatch, shipping and warehousing services. The Logistic Services are a part of this Agreement and apply only upon participation of the Seller by registering for these services.
(a)all units are properly packaged for protection against damage and deterioration during shipment and storage;
The Service Provider shall provide packaging services with respect to the products of the Seller.
(i)The Service Provider shall receive and process returns of any units delivered by Bitoodle in accordance with the terms of the Seller’s seller agreement, these Logistic Service Terms and the policies of the Website. Any sellable units registered in connection with the Website that are also Bitoodle Fulfillment Units and that are properly returned will be placed back into the inventory of the Seller’s Products for the Website. The Service Provider may fulfill customer orders for the Seller’s Products in connection with the Website with any Bitoodle Fulfillment Units returned in connection with the Website. Except as provided in this Paragraph (i), the Seller shall retake title of all Units that are returned by customers.
(ii)Except as provided in Paragraph (i), the Service Provider shall, at the Seller’s direction, either return or dispose of or destroy any Bitoodle Fulfilment Unit that is returned to the Service Provider and what is determined as an Unsuitable Unit in terms of this Agreement.
The Service Provider shall be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments
related to Bitoodle Fulfilment Units. It will have the right to determine on behalf of the Seller, whether a customer will receive a refund, adjustment or replacement for any Bitoodle Fulfilment Unit and to require the Seller to reimburse the Service Provider necessary. Except as provided herein regarding any Bitoodle Fulfilment Units, customer service will be handled as set forth in the Seller’s selleragreement. The Seller will be responsible for GST related customer service enquiries including but not limited to pricing and tax obligations, including but not limited to GSTsales, services and goods and service taxes invoices and credit memos.
1. Listing Fees
The Seller shall pay listing fees with respect to listing of its products on the Website at the price as may be agreed between the Seller and the Service Provider.
2. Logistic Services
The Seller shall pay Service Provider the applicable fees (including storage, fulfillment, removal and disposal fees) set out in the Schedule II. The Seller shall be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfillment Centre and is available for fulfillment by the Service Provider (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) the Service Provider receives a valid customer order for such product or a request from the Seller to return or dispose of or destroy the Unit; or (b) the day (up to midnight) the Service Provider actually ships the Unit to the Seller’s designated return location or dispose of or destroy the Unit.