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WHEREAS the Vendor is engaged in the business of manufacturing/importing, distributing, or selling of sports, cycling, commuting, toys, accessories equipment, or any similar items;
AND WHEREAS the Firm, FlareTech Creative Technologies FZE (a private freezone establishment registered in the United Arab Emirates under license number 3853, with its office located at Dtec, Dubai Silicon Oasis in the UAE) , Email: info@ftct.tech, is owner of E-Commerce Website by the name of ‘kraphted.com’ wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.
AND WHEREAS the parties hereto have after mutual discussions have come to an agreement that the products of the Vendor will be marketed by ‘kraphted.com’ at kraphted.com, kraphted App, or any mirror domain names.
AND WHEREAS parties have agreed to reduce their terms in writing
1. Commencement, Term, Renewal
1.1 The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of 1 year initially 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 expressed and in writing.
2. Marketing Tools/Support, Products, Availability of products etc.
2.1 The Vendor is responsible to update and maintain accurate information about the availability of the products in its inventory along with detailed variations such as size, colour, etc. Order once placed on the Firm by the customer shall have to be honoured by the Vendor at all costs.
3. Fee/Commissions etc
3.1 kraphted.com as such shall not charge any fee for providing webspace/display on website however for all such sales that are made/generated using the ‘kraphted.com’ Platform, A commission charge shall be paid to the Firm for every sale of a Vendor’s listed product, details of commission to be paid product category wise is specified is Schedule A* to this agreement. The schedule can be amended to modify any rate of commission in respect of any product. The said schedule is to be treated as part and parcel of the agreement.
3.2 It is expressly agreed by the parties hereto that the FlareTech Creative Technologies FZE shall debit the amount of sales proceedings of Vendor on a weekly basis, it may take up to 7 days to debit the amount from time a successful order is received by the end customer. For Cash on Delivery orders collected by third party, it may take up to 10 days to debit the amount into the Vendor’s account.
3.3 Sale Proceeds of successful orders can be credited only to bank accounts in the UAE or any other country shown on the Site as supported by our standard functionality and enabled for your account. We shall not be liable for any incorrect bank account details provided by you, and the consequences thereof.
3.4 The parties will endeavor to perform reconciliation of accounts/orders every 90 days.
4. Order, Handling, Delivery.
4.1 Orders for the product shall be received using the website/app kraphted.com or any of its mirror domain names, and shall be forwarded to the Vendor by FlareTech Creative Technologies FZE via email/Telephone/Fax/Courier/Vendor Dashboard.
4.2 The Vendor shall upon receipt of the order from FlareTech Creative Technologies FZE immediately arrange to prepare the products for pickup/delivery to the designated address as early as possible.
4.3 The Vendor shall ensure that the products dispatched are matching the specifications ordered, and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.
4.4 The Vendor must inspect all orders for defects before dispatching for customer and agrees to replace any defective products supplied to the customer at its own cost and shall not hold FlareTech Creative Technologies FZE responsible in any manner whatsoever.
4.5 FlareTech Creative Technologies FZE may, at its discretion arrange to lift the defective products from the customer however the Vendor will still be liable to replace the defective product. Any charges incurred by ‘kraphted.com’ or its couriers or affiliates for lifting and forwarding such defective goods shall be on account of the Vendor. FlareTech Creative Technologies FZE may deduct such amount from future payables of fresh Orders.
4.6 ’Defective Products’ would mean and include, but is not limited to : wrong product, damaged product, mis-sized product, inaccurate specifications, different product than the listed/ordered on ‘kraphted.com’, malfunctioning product, any other shortcoming the customer may point out. The Vendor hereby authorizes the Firm to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
4.7 The Firm’s commission covers site usage charges, admin charges, and marketing. The Vendor acknowledges there are additional costs that may be added to the selling price which include but not limited to: Pickup, order fulfillment, delivery charges, processing fees, etc. the Firm and The Vendor shall collaborate to clarify the details of any additional costs and how its impact on the final price.
4.8 The Vendor shall inform ‘kraphted.com’ of price change on any listed products in writing/email at least 48 hours prior to the change takes effect, additionally the Vendor may inform the Firm in writing if they wish to have special offer/ promotion. Or if they wish to be featured or highlighted on the Platform, where additional charges may be applied.
4.9 Cancelled, Returned, or Failed orders for other reasons that do not fall under the definition of ‘Defective’ as per the definition in clause 4.6 , or that are not being cancelled due to any delay in dispatch/processing by the Vendor, shall be returned to the Vendor -if already dispatched- in their original packaging, unused, and have no signs of wear and tear. The Vendor shall not be liable for any fees or charges that may have incurred. FlareTech Creative Technologies FZE shall not be liable for any payment to the Vendor for such returned products.
5. Covenants of Vendor
The Vendor hereby covenants with FlareTech Creative Technologies FZE as under :
5.1 To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor agrees to maintain adequate stock/inventory of the items at all times through the Vendor Dashboard and change the status to OUT OF STOCK of such productsor inform ‘kraphted.com’ no later than 24 hours in prior of running out of stock and to remove those products from the Store.
5.2. In the instance of any products ordered on kraphted.com Platform and are out of stock but are listed as in stock due to Vendor’s failure to update the status, The Vendor is solely liable for any processing fees or any other charges and taxes that may incur.
5.3 The Vendor agrees not to include any kind of promotional material or any such marketing material which may include but not limited to: Names, Addresses, Phone numbers, Email addresses, etc. Except for those needed for the fulfillment of warranties/service of the purchased goods.
5.4 The Vendor consents all their products/goods/services listed on the kraphted.com Platform are neither banned/prohibited by law nor violate intellectual property rights of any party in respect of such product, and by listing their products on ‘kraphted.com’ they also consent they have all necessary authorisation or licensing of third-party products in their possession, A copy of such authorisation shall be provided upon request.
5.5 You thereby acknowledge you own the intellectual property rights, or in possession of an adequate license of all the material you are publishing on ‘kraphted.com’.
5.6 The Vendor agrees to indemnify and keep indemnified ‘kraphted.com Platform’ and FlareTech Creative Technologies FZE from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against FlareTech Creative Technologies FZE due to acts/omission on the part of the Vendor.
5.7 The vendor should provide accurate information for the purpose of the creation/display on ‘kraphted.com’ which include but not limited to: the product description, images, specifications, disclaimers or warnings, delivery time lines, variations, prices, warranties, and such other details for the products to be displayed and offered for sale.
5.8 The vendor should NOT provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description.
5.9 The vendor is solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of their products offered for sale through the ‘kraphted.com’.
5.10 The vendor must at all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
5.11 The vendor must prepare and send all invoices as well as receipts of payments in the name of FlareTech Creative Technologies FZE for all transactions.
5.12 The Vendor acknowledges ownership/licences of all the legal rights in the Products that are offered on ‘kraphted.com’ and agrees to pass on any rights and ownership in the Products sold to the Customer.
5.13 The Vendor is solely responsible for any dispute that may be raised by the customer relating to goods, merchandise or services provided by the Vendor. No claim of whatsoever nature will be raised on FlareTech Creative Technologies FZE.
5.14 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of ‘kraphted.com’ and ensure that third parties rights including intellectual property rights are not infringed.
5.15 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, VAT, All local or Federal laws and regulations.
5.16 The Vendor shall seek advance written approval from FlareTech Creative Technologies FZE, prior to release of any promotion/advertisement material which includes or mentions ‘kraphted.com’ or its brand logos, or of FlareTech Creative Technologies FZE
6. Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that:
6.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with the Firm and the agreement so executed is binding in nature.
6.2 That it is an authorized business establishment and holds all the requisite permissions, authorities, approvals and certificates to conduct its business and to enter into present agreement with FlareTech Creative Technologies FZE.
6.3 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Firm and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
6.4 It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to FlareTech Creative Technologies FZE upon demand.
7. Rights and Obligations
7.1 The Vendor agrees and acknowledges that FlareTech Creative Technologies FZE, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, in breach of ‘kraphted.com’ terms of use. In such an event, FlareTech Creative Technologies FZE reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
7.2 Appropriate terms of use, privacy policy, shipping policy, cancellation policies shall be placed by FlareTech Creative Technologies FZE on ‘kraphted.com’ Platform and Store.
7.3 At any time if FlareTech Creative Technologies FZE believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of ’kraphted.com’, FlareTech Creative Technologies FZE shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
7.4 The Vendor acknowledges that their submitted products will undergo review before publishing on the Portal, FlareTech Creative Technologies FZE reserves the right to reject and/or remove any product from ‘kraphted.com’ Platform.
8 Indemnity
8.1 The Vendor indemnifies and shall hold indemnified FlareTech Creative Technologies FZE, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, Claims or demands made by any third party (including buyers using our Site) due to or arising out of your use of the Services, losses suffered by third parties arising from the use of the Vendor’s listed products; including with respect to defects in the products, negligence, misconduct or misrepresentation by the Vendor or any of its representatives, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor’s violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, Local and Federal laws and regulations, Tax laws, Trade laws and regulations, Your violation of any applicable laws, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws.
8.2 FlareTech Creative Technologies FZE under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits, unless such loss or damages is proven by the Vendor to have been deliberately caused by the Firm.
8.3 This article shall survive the termination or expiration of this Agreement.
9. Termination and effects of Termination
9.1 This Agreement may be terminated the event of:
a) The Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 14 days after written notice given by FlareTech Creative Technologies FZE.
b) In the instance either party receives conviction of a crime or files for bankruptcy during the agreement terms.
c) If the Vendor is in infringement of the third-party rights including intellectual property rights.
d) This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
e) This agreement can be terminated in the event of inability of the Vendor to fulfill placed orders, listing Out of Stock products, FlareTech Creative Technologies FZE shall issue a ticket to the Vendor of any such violation, in the case of a third ticket, the firm reserves the right to suspend and unlist all products of the Vendor with immediate effect.
9.2 In the event of termination/expiry of this Agreement, FlareTech Creative Technologies FZE shall remove any Links and shall discontinue display of the Products on online shopping portal ‘ kraphted.com’.
9.3 FlareTech Creative Technologies FZE shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement due to the vendor’s violation of any of the terms of this agreement.
9.4 During the period under notice both parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
9.5 In the event of termination of this agreement, both parties acknowledge to process all existing placed orders in the system, to fulfill and pay them as normal.
9.6 In the event The Vendor removes or suspends their account without prior notice as per clause (9.1.d), or refuses to ship placed orders of their listed products, the Vendor will be in breach of this agreement and it is considered terminated with immediate effect. The Vendor will be solely liable for any losses or damages. FlareTech Creative Technologies FZE reserves the right to claim for any costs, losses, damages, liabilities, penalties or expenses it may have suffered or incurred as a result of such breach.
10. Jurisdiction, governing law and ex-parte Orders
10.1 This agreement is subject to exclusive jurisdiction of competent Courts of the Emirate of Dubai.
10.2 The laws of United Arab Emirates, as are in force, shall be applicable to present agreement.
10.3 FlareTech Creative Technologies FZE is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Firm by the Vendor, its representatives, associates or assigns.
11. Notices
All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addresses as set out at the beginning of this Agreement.
12. Intellectual Property Rights / Marketing / Advertising
12.1 The Vendor expressly authorises FlareTech Creative Technologies FZE and its partners and affiliates to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on ‘kraphted.com’ and at such other places as the Firm may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
12.2 The Vendor acknowledges and authorizes FlareTech Creative Technologies FZE to use, display, showcase, promote, advertise their products and/or respective Brand Names or logos on ‘kraphted.com’ portal and/or related apps, mirror domains, social media accounts, search engines, online advertising, printed material, outdoor advertising, or any other promotional channel, for the purposes of generating and boosting sales.
12.3 FlareTech Creative Technologies FZE shall not be held liable by the Vendor for any claims of misuse of their Brand Names or logos, the Vendor may submit Brand guidelines, logos, Brand books, for use on ‘kraphted.com’ and/or related promotions. If the Vendor wishes to oversee any artwork related to their Brands, they must express this in writing upon signing of this agreement.
13. Entire Agreement
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
14. Assignment
15.1 Neither this Agreement 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 FlareTech Creative Technologies FZE signed by an authorized representative of such Party. FlareTech Creative Technologies FZE is at liberty to refuse such consent.
15. Confidentiality
16.1 The contents of the agreement and any information passed on by the Firm 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 unauthorized 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 Firm 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 Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
16. Relationship of Parties
17.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Firm shall not be responsible for the acts or omissions of the Vendor, and both parties shall not represent the other party, neither have, any power or authority to speak for, represent, bind or assume any obligation on behalf of the other party.
17. Waiver and Amendment
17.1 No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.
17.2 Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
18. Force Majeure
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make due payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockdowns, acts of authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
* Schedule A will be shared upon processing application and required documents .