VENDOR AGREEMENT



Disambiguation

Throughout this document, 'we', 'us', 'our', words of similar meaning in and out of context, and any variation thereof, refers to Keitai Technologies Private Limited, the Twine app, and other first party services that constitute to the entire platform at the time of writing this contract, and at any time in the future.

'You', 'your', 'vendor', 'business', and any variation of, refers to the individuals or organisations who partner with Keitai Technologies Private Limited, its partners, and the Twine brand, to offer their products and services through this platform.

'User', 'consumer', 'customer', 'person' words of similar meaning in and out of context, and any variation thereof, refers to the individuals or organisations who employ your services through the products of Keitai Technologies Private Limited, including but not limited to the Twine app, and other third party services offered by its partners, the Twine brand, and partner vendors.

'Items', 'services', 'products', 'commodity', 'units', 'wares' or any such words similar in meaning in or out of context refer to the products and services that are sold, or tariffs/rentals that have been listed by you, on the platform which are payable to you, or us and/or our partners

Any use of the above terminology in singular, plural, past, present, or future are taken as interchangeable and therefore as referring to the same.



Detailed cost sheet

This section will explain the pricing structure that applies when you choose to enter into a contract with us.

Basic cost will be 0.85% (plus taxes) commission on every transaction, once you exceed a total transaction amount of Rs.10,000.00 for a particular month.

Apart from the basic costs, there are three tiers of service. Namely, free tier, standard tier, and premium tier.
Free tier includes the ability to list your store, list the products in your store, and let users place orders with you. Monthly rental for this tier of service will be Rs. 0.00
Standard tier includes all the features of free tier, as well as the ability to customise your store and view a limited dashboard. Monthly rental for this tier will be Rs. 399.00
Premium tier includes all the features of standard tier, as well as a more informative dashboard, and the ability to build custom apps using our APIs. Monthly rental for this tier will be Rs. 9,999

Online transaction costs will be incurred at 2-3% of your transaction value depending on the mode of payment by the user. This fees is implemented by our online payments provider, Razorpay. For more information visit www.razorpay.com

Billing will conclude on the last date of every month. Monthly rental for your tier plan, as well as the summation of your 0.9% commission cost will be payable by you via online transaction, or by calling our agent to your site.



Overview

This service is owned and provided by Keitai Technologies Private Limited in association with our business partners, and the Twine brand. Keitai Technologies Private Limited offers this service, including all information, tools and items available from this platform to you, candidate of the partner vendor position, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By using our platform, using our tools and services, and conducting business with us and the users that use our app, you engage in our 'platform' and agree to be bound by the following terms of service, including the additional policies like privacy policy, and the pricing policy that are defined by us, available in public domain. These Terms and conditions apply to all candidates for the position of partner vendor including without limitation vendors who are browsers, users, customers, merchants, and/ or contributors to the platform.

Please read these Terms of Service carefully before engaging in our service. By continuing further, engaging in the service, using our tools, or by browsing through the options, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not engage in our services.

Any new features or tools which are added to the current service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on our website. We reserve the right to update, change or replace any part of these Terms of Service without prior notice. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.



Basic Provisions

By agreeing to these terms of service, you confirm that you are at least the age of majority according to law in your jurisdiction, and are in full legal capability to take responsibility of your actions throughout the various processes involved in engaging with our platform.

You may not use our platform in any ways that can directly or indirectly be used for any illegal or unauthorised activities. You may not vandalise our digital property, or that of other partner vendors by transmitting viruses, worms, or other code of destructive nature.

You may not disassemble, deconstruct, or reverse engineer our product to find out about the inner workings of our product. This will be considered as intellectual property theft or proprietary information.

You shall use the service 'as is' and as provided and intended by us. You may not modify the service, the content, or use it in other ways than originally intended. You may use the service only through the channels provided by the company (website, app, notification, etc).

If you are found to be violating of any of the above conditions, yours services will be immediately terminated. Amounts due will not change post termination.



Extent of the contract

The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period as long as the vendor is involved in the vendor program. The contract and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party.



Transferability of the Contract

Neither this Contract nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorised representative of such Party. The company is at liberty to refuse such consent.



Confidentiality

The contents of the agreement and any information passed on by the Company to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorised disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.



Due Diligence

The Vendor has and agrees to provide all documentation proving the legal nature of the Vendor's company/individual services under any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. This includes all other services and agencies through whom the Vendor operates.



General Conditions

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (payment information not included) may be transferred unencrypted, and involve (a) transmission over various networks, (b) changes to be made to conform to technical requirements of the network or device. Payment information is always encrypted during transfer over networks

You agree not to duplicate, reproduce, copy, sell, or in any way exploit any portion of the service, the use of the service, the access to the service, or the contact means provided to you by us.



Regarding Stores Created

To initiate your business on our platform, you must first create a virtual store, adhering to the guidelines listed below:

You may only create a virtual store if it is based on a real, physical store.
You may only create a virtual store if you personally own the store, or have expressed written consent of the owner of the store, allowing you to create a store on behalf of them.
The virtual store that you create must have the same name as the real store that its based on.
The virtual store that you create must have the same address as the real store that its based on.
The virtual store that you create must have the same phone number as the real store that its based on.
The virtual store that you create must sell the same products and render the same services as the real store that its based on.
You may sell exclusive items, render exclusive services, and offer special discounts on your virtual store that are not available in your real store as long as they fall within the scope of business of your real store.
Please keep your stores updated at all times.



Regarding Items and Services Listed

To sell items or render services through our platform, you must first list them under a store, adhering to the guidelines listed below:

The items or services listed on your virtual store must reflect the items or services already available in your real store.
Up to a degree, you may list items that are available exclusively online, as long as it falls within the scope of your business.
Items or services listed must have accurate and satisfactory descriptions.
Items can be made active or inactive by selecting the relevant option from the menu and following on screen instructions. Please make items or services unavailable if they are currently not available.
Please keep your items/services listings updated at all times.



Regarding Orders

When an order is placed, you will be able to see it in the console provided. You have the choice to accept the order, or to reject it and state a reason. While accepting or rejecting an order, please keep in mind the following guidelines:

Respond to incoming orders promptly during the operating hours of your stores
Accept only the orders that you can fulfil.
If you decide to reject an order, please provide a reason for doing so when prompted on screen.
Do not reject an order unnecessarily.
Fulfil orders within a reasonable time frame.
Once the order is accepted, it cannot be rejected and has to be fulfilled.
Keep the order status updated by using the onscreen options.



Regarding Subscriptions and Renewals

You may provide certain repetitive services through your virtual store. Services which require one transaction to be done by the user, but multiple benefits qualify as subscriptions. For example, you may provide a daily newspaper service, to avail which, the user has to purchase the same for a fixed period of time. The user does a transaction once at the start of the term, and you have to fulfil your commitment, in this case by delivering newspapers to the user every day.

If a subscription is terminated mid-term, the user will be issued a partial refund depending on the amount of the term remaining. Alternatively, you may list a subscription as a renewal. Renewals are the same as subscriptions, but do not give the user partial refunds if they terminate the subscription mid-way. You can use these to provide fixed services like broadband internet, gym membership, etc.

In the case on non-renewal type services, the user will be able to defer the next delivery. If they choose to do so, you will be intimated by email, or text, or in the web app. When a user defers a delivery, you shall not perform the next scheduled delivery, and extend the term of the subscription by one unit of time depending on the case. For example, if the user is engaged with your daily newspaper service, and chooses to defer the next delivery, you shall not deliver the newspaper to him on the next day, and the term of the subscription will then automatically increase by one day to make up for the deferred delivery.
Renewals cannot be deferred or cancelled as stated above.

Clearly state time period, full extent of your commitment, and all other necessary details about the subscription in the description of the listing.
Fulfil your commitments in strict accordance to the commitment promised by you in the description of a service.
It is your responsibility to check if a user has deferred a delivery before performing your commitments. You may check the same by logging into your portal in case you haven't received the same in email or text message.



Regarding Invoices and Receipt

Invoices are automatically generated for all transactions taking place on our platform. You must acknowledge and respect the invoices which are digitally created at the time of placing an order.



Nature of transactions and payments

You may collect payment using online or cash on delivery methods. For online payments, you automatically receive cleared payments after 7 days of fulfilment of an order, after we deduct all taxes, tariffs, and fees. 
As for cash on delivery option, it is your responsibility to collect the payment from the user. In a cash on delivery transaction, the amount that you owe to us in terms of tariffs, taxes, fees, will become pending from your side, and we may collect the same in subsequent online payment orders, or by sending you an invoice separately for the same.



Regarding Disputes with Customers

Disputes may arise between you and your customers. In such a situation, we urge you to resolve the dispute by placing customer interest first, and arriving at a conclusion. 
In case you are unable to arrive at a solution, we will have to intervene and resolve the situation on the companies behalf. You must respect our resolution, in good faith that we will arrive at a reasonable solutions that does not cause unnecessary loss for either party.



Covenants of Vendor

Additionally, in the act of rendering your services and selling your products on our platform, you must adhere to the following general guidelines:

No adverse promotional material.
No acts/deals prohibited by law or intellectual property.
Intellectual properties of third parties in vendors' hands, must be provided to customers on demand. responsibility for quality, quantity, merchantability, guarantee, and warranties.
Abide by all laws (taxes, intellectual property, trademarks, and ethics)
Seek approval before releasing promotional/advertising material



Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control over, like APIs, external resources, analytical tools etc.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered in our platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features in the product (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.



Accuracy, Completeness, and Timelessness of Information on the platform

We do not hold guarantee over the accuracy, completeness, or timelines of the information available on our product. We shall not be liable to any harm, damages, or losses caused as a direct or indirect consequence of information available with us.
The information provided is for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.



Errors, Inaccuracies, and Omissions on the platform

Occasionally there may be information in the service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability.

We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related service is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related service, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.



Third-Party Links

Certain content, products and services available via our Service may include materials from third-parties. Third-party links in our platform may direct you to third-party apps or websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.



User comments, Feedback, and other submissions

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.



Availability of our Products and Services

Certain products or services may be subject to availability. Products may have limited quantities and are subject to our return policies.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services sold on our platform. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected. We may also, in the future, offer new services and/or features in the product (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.



Modification of the Service

We reserve the right to modify or discontinue the service (or any part thereof, including pricing) at any with prior notice of no more than 30 days.
We shall not be liable for any harm, damages, or losses caused as a direct or indirect consequence of the modification of the service or prices.



Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the service or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.



Indemnification

You agree to indemnify, defend and hold Keitai Technologies Private Limited and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.



Sever-ability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.



Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).



Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Keitai Technologies Private Limited, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.



Changes to terms of Service

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.



Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of India and jurisdiction of Bangalore, Karnataka



Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.



Contact Information

Questions about the Terms of Service should be sent to us at support@mytwine.com.