Memorandum of Understanding (MOU)
This Memorandum of Understanding (MOU) is made by and between:
Fashionroads Internet Services Private Limited, a private limited company incorporated under the laws of India having its corporate and registered office at Fashionroads Internet Services Private Limited, H. No. 25, Zone No. 11, Birsanagar, Telco, Jamshedpur – 831004, Jharkhand, India, operating Fashionroads.com (hereinafter referred to as "Fashionroads.com").
AND
The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorised signatory and who is legally allowed to do business in India (hereinafter referred to as "the Merchant").
Fashionroads.com and the Merchant are hereinafter individually referred to as a Party and collectively as the Parties.
WHEREAS
- The Merchant is in the business of selling products in the categories selected as part of this MOU.
- Fashionroads.com provides e-commerce technology, internet marketing services, customer support, payment services and fulfilment services to merchants.
- The Merchant wishes to use the services of Fashionroads.com to sell products online through Fashionroads.com.
- The Parties desire to record the terms and conditions governing this relationship.
I. Services to be provided by Fashionroads.com
- Technology Services – Fashionroads.com provides an end-to-end e-commerce platform enabling merchants to create and manage their online store.
- Internet Marketing Services – Fashionroads.com may undertake marketplace-wide or merchant-specific marketing campaigns.
- Payment Services – Customers may pay through credit/debit cards, net banking, EMI, UPI, wallets, Cash on Delivery and other payment methods supported by Fashionroads.com.
- Order Fulfilment – Fashionroads.com shall facilitate customer support and order completion.
II. Obligations of the Merchant
- The Merchant agrees to comply with all Fashionroads.com Policies, Privacy Policy, Terms of Use and future policy updates.
- The Merchant shall pay all agreed selling and fulfilment service fees.
- The Merchant shall create and maintain accurate product catalogues and listings.
- The Merchant shall ensure that all product information is genuine, accurate and complete.
- The Merchant warrants that all products sold are genuine, legally saleable in India and do not infringe any third-party intellectual property rights.
- The Merchant shall keep product pricing, inventory and availability updated at all times.
- The Merchant shall dispatch products within the agreed SLA or within 72 hours unless otherwise agreed.
- The Merchant shall provide after-sales service and handle customer complaints relating to product quality and warranty.
- The Merchant shall remain solely responsible for all applicable taxes, statutory compliance and KYC obligations.
- The Merchant shall not upload prohibited, illegal, counterfeit, infringing, adult or restricted products.
- The Merchant agrees that product pricing on Fashionroads.com shall be equal to or lower than pricing available elsewhere.
- The Merchant shall bear applicable forward and reverse shipping costs as specified in the Marketplace Policy.
- The Merchant agrees to comply with the Fashionroads.com Return Policy.
- The Merchant shall respond to RTO notifications within 48 hours.
- The Merchant shall pay applicable selling service fees where orders cannot be fulfilled within SLA.
- Merchant payments shall be released after adjustment of all applicable dues, fees and charges.
- The Merchant shall not participate in the Fashionroads.com Affiliate Program unless expressly authorised.
III. Representations and Warranties
- The Merchant has full legal authority to enter into this Agreement.
- This Agreement does not violate any existing contractual obligations.
- The Merchant shall comply with all applicable laws.
- The Merchant owns or has legal rights to all trademarks, images, content and product information uploaded to Fashionroads.com.
IV. Indemnity
The Merchant agrees to indemnify, defend and hold harmless Fashionroads.com, its directors, officers, employees and affiliates against all claims, damages, liabilities, penalties, expenses and legal costs arising from any breach of this Agreement or any violation of applicable law by the Merchant.
Fashionroads.com may suspend, hold or adjust merchant payments where required to recover losses arising from Merchant defaults or policy violations.
V. Termination
Either Party may terminate this Memorandum of Understanding by providing written notice to the other Party, without prejudice to any rights already accrued.
VI. Governing Law & Jurisdiction
This Agreement shall be governed by the laws of India and shall be subject to the exclusive jurisdiction of the Courts at Jamshedpur, Jharkhand.
VII. Electronic Execution
This Memorandum of Understanding is executed electronically under the Information Technology Act, 2000 and shall constitute a legally valid and binding agreement between the Parties.
Assignment
The Merchant shall not assign any rights or obligations under this Agreement without prior written consent of Fashionroads.com.
