Humanery Logo

Last Update: November 24, 2021



VENDOR TERMS OF USE



LICHFIELD INVESTMENTS LIMITED (trading as Humanery), a company incorporated in England, bearing Company Number 13235040, bearing VAT Number GB380404027 and having its registered office at 5 Merchant Square, WeWork, London W2 1AY (hereinafter referred to as “Humanery”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) is the author, and publisher of the Platform (as defined below). These terms and conditions (hereinafter referred to as the “Vendor Terms of Use”) has been published in compliance with Applicable Laws.

1. NATURE AND APPLICABILITY OF TERMS

1.1 Please carefully go through these Vendor Terms of Use, the privacy policy available at https://www.humanery.com/pages/privacy-policy (hereinafter referred to as the “Privacy Policy”) and the Commercial Onboarding Document (as defined below) before you decide to make a Vendor Upload and / or avail of the Services made available on / through the Platform. These Vendor Terms of Use, the Privacy Policy and the Commercial Onboarding Document, together constitute the legal agreement (hereinafter collectively referred to as the “Agreement”, which shall include all Schedules and Annexures hereto and thereto, as the same may be amended, modified, supplemented and / or re-stated from time to time) between the Vendor (as defined below) and Humanery in connection with such Vendor accessing the Platform, making a Vendor Upload and / or availing any Services made available on / through the Platform, and the Privacy Policy and the Commercial Onboarding Document shall be deemed to be incorporated herein by reference. The Agreement defines the terms and conditions under which a Vendor is allowed to use the Platform, avail the Services and describes the manner in which Humanery shall treat a Vendor’s account while such Vendor is registered as a member on the Platform and / or any personal information / data of a Vendor is stored on the Platform.

1.2 BY ACCESSING THE PLATFORM AND / OR USING THE SERVICES, THE VENDOR WILL BE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS AND CONDITIONS OUTLINED IN THE AGREEMENT AND AGREES TO BE BOUND BY THE AGREEMENT. THE AGREEMENT SUPERSEDES ALL PREVIOUS ORAL AND WRITTEN TERMS AND CONDITIONS (IF ANY) COMMUNICATED TO THE VENDOR, RELATING TO USE OF / ACCESSING THE PLATFORM AND / OR AVAILING THE SERVICES.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions: In the Agreement (including the Annexures and Schedules thereto), except where the context otherwise requires: (a) capitalized terms defined by inclusion in quotations and / or parenthesis have the meanings so ascribed, unless the contrary is expressly stated or the contrary clearly appears from the context; and (b) the following words and expressions shall have the meanings so ascribed to them in this Section 2.1:

(a) “Affiliate” means any subsidiary, holding company or ultimate holding company, or a body corporate which is a subsidiary of that holding company or ultimate holding company and each such body corporate (from time to time);

(b) “Anti-Bribery Laws” has the meaning ascribed to such term in Section 20.3(a);

(c) “APP” means the mobile application by the name of ‘Humanery’, which hosts the e-commerce marketplace of Humanery;

(d) “Applicable Laws” means laws of the United Kingdom and the European Economic Area and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the exercise of the Parties’ rights, the ability to make the Goods available for sale to Customers / Potential Customers through the Platform, or the performance of the Parties’ respective obligations hereunder;

(e) “Business” shall mean the business of Humanery, i.e. of owning and operating an e-commerce marketplace through the Platform, aimed at connecting vendors of the Goods and Customers / Potential Customers thereof;

(f) “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in England are open for business;

(g) “Business Hours” means the period from 10 am to 5 pm on any Business Day;

(h) “Cancelled Orders” means:

(i) Vendor Cancelled Orders;
(ii) Humanery Cancelled Orders; and / or
(iii) Customer Cancelled Orders;

(i) “Card Order” means an Order for Goods placed via the Platform, in respect of which Humanery (through the Platform) has directly or indirectly collected payment for the Goods from the Customer, using an Electronic Payment method;

(j) “Change in Law” means any change in Applicable Law which impacts on: (i) the performance of the Services by Humanery; (ii) the offering for sale of the Goods via the Platform; or (iii) the obligations and responsibilities of the Vendor pursuant to the terms of the Agreement; and which change comes into force after the Commencement Date;

(k) “Clawback” means any chargeback made by the card issuing bank of the Customer or a merchant acquirer, as a consequence of fraud, unauthorized transaction or for any other reason;

(l) “Commencement Date” means the date on which the Parties execute the Commercial Onboarding Document;

(m) “Commercial Onboarding Document” shall mean a commercial contract executed by and between the Vendor and Humanery, for the purpose of setting out the commercial understanding between the Parties in relation to the usage of the Platform by the Vendor;

(n) “Commission” means the commission of Humanery, charged by Humanery to the Vendor in accordance with the provisions of Section 8, at the rate more particularly set out in the Commercial Onboarding Document;

(o) “Compensatory Amounts” has the meaning ascribed to such term in Section 9.2;

(p) “Competitor” means any Person who directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), provides a service or product which constitutes the same business as or a business similar to the business of the Vendor or the Business of Humanery, as applicable;

(q) “Complaint Redressal Amounts” has the meaning ascribed to such term in Section 11.5;

(r) “Confidential Information” means: (i) any information concerning the organisation, business, Intellectual Property, technology, trade secrets, know-how, business relationships, services, processes, staff and technical information, finance, transactions or affairs of any Person (whether conveyed in writing, orally or in any other form and whether such information is furnished before, on or after the date hereof); (ii) any information whatsoever concerning or relating to any dispute or claim arising out of or in connection with the Agreement or the resolution of such claim or dispute; and (iii) any information or materials prepared by or for a Party that contain or otherwise reflect, or are generated from such confidential information;

(s) “Consents” has the meaning ascribed to such term in Section 20.1;

(t) “Control” has the meaning given to in Section 1124 of the Corporation Tax Act 2010, and the expression “Change of Control” shall be construed accordingly;

(u) “Customer” means a Person who uses / accesses the Platform and places an Order for the purchase of Goods through the Platform;

(v) “Customer Cancelled Orders” means where the Customer cancels an Order (already placed by such Customer on the Platform);

(w) “Customer Care Services” means telephonic services and online support centre, provided by the Platform to Customers and Potential Customers, which shall be operative during Business Hours;

(x) “Customer Charges” means any charges which may be levied on a Customer by the Platform in relation to an Order (whether for Delivery of the Goods, as a service charge (for use of the Platform or any services provided thereon, including for Customer Care Services) or otherwise);

(y) “Dangerous Goods” means goods that are of such nature that they are or may become poisonous, corrosive, flammable, volatile, explosive or radioactive;

(z) “Data Controller” has the meaning ascribed to such term under Applicable Law;

(aa) “Data Processor” has the meaning ascribed to such term under Applicable Law;

(bb) “Data Protection Legislation” or “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018, as may be amended, supplemented or re-enacted, from time to time and shall include the UK Data Protection Legislation;

(cc) “Delivery” means the transfer of physical possession of any Goods (consequent to an Order placed for the same on the Platform) to the Customer;

(dd) “Designated Account of Humanery” means the bank account designated by Humanery as the account into which all payments, in relation to the Goods ordered through the Platform, shall be deposited by Humanery, pursuant to the terms of the Agreement;

(ee) “Designated Account of the Vendor” means the bank account designated by the Vendor as the account into which all payments, pursuant to the Agreement, have to be made by Humanery, the details of which are set out in the Commercial Onboarding Document, or as otherwise communicated in writing to Humanery by the Vendor from time to time;

(ff) “Disclosing Party” has the meaning ascribed to such term in Section 17.1;

(gg) “Discounted Price” means the price at which the Goods are sold on the Platform, where such price is lower than the Maximum Retail Price of such Goods, as a consequence of any General Discounts or Subscription Discounts provided on such Goods, in accordance with the provisions of Section 8.2 below;

(hh) “Display Page” means a particular page on the Platform, on which a specific Good of the Vendor is displayed, along with all the Display Page Information;

(ii) “Display Page Information” means inter alia the following information in relation to the Goods, (a) title / name; (b) description of the Goods; (c) instructions for usage; (d) weight; (e) size; (f) origin of manufacture; (g) Sale Price; (h) list of ingredients; (i) reviews of the Goods, whether by Customers or experts; (j) images / photographs of the Goods; It is clarified for the avoidance of doubt that Humanery shall have the right to require or add any additional display page information, as deemed necessary by Humanery from time to time;

(jj) “DPIA” has the meaning ascribed to such term in Section 15.5(j)(iii);

(kk) “Electronic Payment” means any payments effected online through the use of: (i) debit card(s); (ii) credit card(s); (iii) internet banking; (iv) mobile wallets, such as Paypal; (v) Unified Payments Interfaces (UPIs) such as Google Pay, Apple Pay; or (vi) such other online payment mechanisms as may be made available by Humanery on the Platform, from time to time;

(ll) “Force Majeure Event” means an event beyond the reasonable control of either Party, including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of either Party or a third party), failure of a utility service or transport network, act of God, war, riot, act of terrorism, civil commotion, malicious damage, any epidemic or pandemic, accident, breakdown of plant or machinery, fire, flood or storm;

(mm) “General Discounts” shall mean the:

(i) Humanery Initiated Discounts;
(ii) Vendor Initiated Discounts; and / or
(iii) Mandatory Discounts;

(nn) “General Services” means all the services rendered / to be rendered by Humanery pursuant to the terms of the Agreement, other than the Special Fulfilment Services;

(oo) “Good Industry Practice” means using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising atleast that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced Person engaged in a similar type of undertaking under the same or similar circumstances;

(pp) “Goods” means inter alia beauty products and self-care products for men and other goods made available for sale on the Platform to Customers / Potential Customers;

(qq) “Goods Returned” means any of the Vendor’s Goods, which have been returned by the relevant Customer after receiving Delivery thereof, whether as a consequence of inter alia: (a) any defect in the Goods; (b) the Goods being damaged; (c) the Goods being unsuitable to the relevant Customer; (d) missing items from the Order placed by the Customer; (e) delayed Delivery to the Customer; or (f) any other reason;

(rr) “HMRC” means Her Majesty’s Revenue & Customs;

(ss) “Humanery Cancelled Orders” means where Humanery cancels an Order (already placed by a Customer on the Platform), due to unavailability of the Goods, inability to Deliver the Goods to the Customer, or for any other reason;

(tt) “Humanery Initiated Discounts” has the meaning ascribed to such term in Section 8.2(b)(i);

(uu) “Humanery Listing” has the meaning ascribed to such term in Section 5.3(d);

(vv) “Humanery Opted Carrier” has the meaning ascribed to such term in Section 2 of Schedule B;

(ww) “Humanery’s Personnel” means all employees, staff, other workers, advisors, agents and consultants of Humanery who are engaged in the provision of any Services from time to time, pursuant to the terms of the Agreement;

(xx) “Information on Goods” means information, specifications, brochures, step by step instruction manuals, usage manual, factory acceptance test reports, and any and all information related to the Goods, as required to be provided by the Vendor to Humanery, pursuant to the provisions of Applicable Law or as may be requested for by Humanery pursuant to the provisions of the Agreement;

(yy) “Initial Term” has the meaning ascribed to such term in Section 4.1;

(zz) “Insolvency Event” means in respect of either Party:

(i) other than for the purposes of a bona fide reconstruction or amalgamation, such Party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that Party being otherwise dissolved;

(ii) the appointment of an administrator of, or the making of an administration order in relation to, either Party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue;

(iii) that Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(iv) that Party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors;

(v) that Party being unable to pay its debts, or being incapable of or deemed unable to pay its debts, within the meaning of Section 123 of the Insolvency Act 1986; or

(vi) that Party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors;

(aaa) “Intellectual Property” means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

(bbb) “Intellectual Property Rights” shall mean and include the right(s) in and to Intellectual Property, any other rights and all ancillary and underlying rights subsisting under the laws of any country or jurisdiction for the full period thereof and all extensions / renewals thereof, and all applications for registration in connection with the foregoing;

(ccc) “Mandatory Discounts” has the meaning ascribed to such term in Section 8.2(d)(ii);

(ddd) “Mandatory Policies” means such internal policies of Humanery in relation to the Business, as may be notified by Humanery to the Vendor from time to time;

(eee) “Maximum Retail Price” or “MRP” means the highest price labelled on any Goods (computed by the manufacturer of such Goods) which can be charged to a customer of such Goods, which price shall include any Taxes payable in relation to such Goods;

(fff) “Order” means an order placed on the Platform by a Customer, for the Vendor’s Goods, by payment of the Sale Price for such Goods and any Customer Charges in relation to the same; The terms “Ordering” and “Ordered” shall be construed accordingly;

(ggg) “Order Details” means details of Goods included in an Order, such as the Sale Price of such Goods, Taxes (as applicable), Order ID, the time of the Order being placed on the Platform, any Special Instructions by the Customer, Delivery address for the Order;

(hhh) “Order ID” means a unique identifier code assigned to each Order placed on the Platform;

(iii) “Parties” shall mean Humanery and the Vendor, collectively;

(jjj) “Party” shall mean Humanery and / or the Vendor, individually;

(kkk) “Permitted Deductions” with reference to any particular Settlement Period shall mean and include the following:

(i) the Vendor General Charges payable to Humanery in accordance with the provisions of Section 8 below, in relation to Orders placed via the Platform during such Settlement Period;

(ii) Charges for Special Fulfilment Services (as defined in Section 1 of Schedule C hereto), if any;

(iii) Refund Monies due under Section 9.1 hereof;

(iv) Compensatory Amounts due under Section 9.2 hereof;

(v) Complaint Redressal Amounts due under Section 11.5 hereof;

(vi) any Taxes applicable on the amounts stipulated in sub-sections (i) to (v) above;

(lll) “Person” means any person (including a natural person), partnership firm, limited liability partnership, company, corporation, government, state or agency of a state or any association or partnership (whether or not having a separate legal personality);

(mmm) “Personal Data” means personal data as defined under applicable Data Protection Legislation, including personal data in relation to Customers, employees, contractors, advisors and consultants of the Business, such as Customer title, first name, last name, email address, Order ID, Order Details, delivery address, phone number and online identifiers including IP address; driver first name, last name, location and /or phone number;

(nnn) “Platform” means the Website and / or the APP;

(ooo) “Potential Customers” means a Person who uses / accesses the Platform, but does not place an Order for purchase of Goods through the Platform;

(ppp) “Privacy Policy” has the meaning ascribed to such term in Section 1.1 above;

(qqq) “Prohibited Items” means the products / goods as stipulated in Schedule A hereto;

(rrr) “Rebate Amounts” has the meaning ascribed to such term in Section 8.4;

(sss) “Rebate Period” has the meaning ascribed to such term in the Commercial Onboarding Document;

(ttt) “Receiving Party” has the meaning ascribed to such term in Section 17.1;

(uuu) “Relevant Terms” has the meaning ascribed to such term in Section 15.7;

(vvv) “Renewed Term” has the meaning ascribed to such term in Section 4.1;

(www) “Sale Price” means the total amount for which any Goods are (at the relevant time of determination), being sold on the Platform, which could be either the: (a) Maximum Retail Price of the Goods; or (b) the Discounted Price of the Goods, as determined in accordance with the provisions of Section 8.2 below; provided that ‘Sale Price’ shall not include any Customer Charges levied by the Platform in relation to any such Order of Goods;

(xxx) “Security Breach” has the meaning ascribed to such term in Section 15.5(h);

(yyy) “Services” means collectively:

(i) the General Services; and

(ii) the Special Fulfilment Services.

(zzz) “Settlement Amount” has the meaning ascribed to such term in Section 10.3;

(aaaa) “Settlement Date” has the meaning ascribed to such term in Section 10.2;

(bbbb) “Settlement Period” has the meaning ascribed to such term in Section 10.2;

(cccc) “Special Fulfilment Services” means those services described in Schedule C hereto, which may be provided by Humanery at its sole and absolute discretion, provided the Vendor opts to avail such Special Fulfilment Services vide the Commercial Onboarding Document;

(dddd) “Special Instructions” means any special Delivery related or other instructions provided by the Customer on the Platform at the time of placing an Order for Goods on the Platform;

(eeee) “Statement of Accounts” means a statement of sums owed between the Parties relating to the previous monthly period (being the first of the month to the last day of the month inclusive);

(ffff) “Subcontractors” means those persons to whom Humanery may delegate / sub-contract any of the Services to be rendered pursuant to the terms of the Agreement;

(gggg) “Subscription Customers” has the meaning ascribed to such term in Section 8.3(a);

(hhhh) “Subscription Discounts” has the meaning ascribed to such term in Section 8.3(a);

(iiii) “Subscription Fee” has the meaning ascribed to such term in Section 8.3(a);

(jjjj) “Tax” or “Taxes” means all taxes on net income, gross income, gross receipts, sales, use, services, ad valorem, value-added, VAT, capital gains, corporate income tax, minimum alternate tax, transfer, franchise and profits; withholding tax; property tax; any tax payable in a representative capacity, goods and service tax; service tax, duties of custom and excise, octroi duty, entry tax, stamp duty, other governmental charges or duties or other taxes or statutory payments in relation to contract labour and / or other contractors and / or sub-contractors, statutory pension or other employment benefit plan contributions, fees, assessments or charges of any kind whatsoever, including any surcharge or cess thereon, together with any interest and any penalties, additions to tax or additional amount with respect thereto; and “Taxation” will be construed accordingly;

(kkkk) “Term” has the meaning ascribed to such term in Section 4.1;

(llll) “Territory” means the territory of the United Kingdom and European Economic Area;

(mmmm) “UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended or re-stated from time to time;

(nnnn) “VAT” means value added tax or any equivalent tax chargeable in the United Kingdom, European Economic Area or elsewhere;

(oooo) “Vendor” shall mean a vendor of Goods (proposed to be sold through the Platform), who has executed the Commercial Onboarding Document;

(pppp) “Vendor Cancelled Orders” means where the Vendor cancels an Order (already placed by a Customer on the Platform), due to unavailability of the Goods, inability to Deliver the Goods to the Customer, or for any other reason;

(qqqq) “Vendor General Charges” means the Commission plus VAT;

(rrrr) “Vendor Initiated Discounts” has the meaning ascribed to such term in Section 8.2(a)(i);

(ssss) “Vendor Upload” has the meaning ascribed to such term in Section 5.3(a); and

(tttt) “Website” means the website of Humanery at www.humanery.com.

2.2 Interpretation: The following rules of interpretation shall apply in the Agreement:

(a) Clause, Section and paragraph headings shall not affect the interpretation of the Agreement;

(b) The Recitals, Schedules and Annexures of / to the Agreement form an integral part of the Agreement;

(c) A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established;

(d) A reference to a “holding company” or a “subsidiary” means a holding company or a subsidiary (as the case may be) as defined in Section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:

(i) another person (or its nominee) by way of security or in connection with the taking of security; or

(ii) its nominee.

(e) Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular;

(f) Unless the context otherwise requires, a reference to one gender shall include a reference to all the other genders;

(g) A reference to notification in “writing” or “written” includes email;

(h) References to Clauses and Sections are to the Clauses and Sections of the Agreement;

(i) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. ONBOARDING THE VENDOR

3.1 Humanery hereby agrees to onboard the Vendor onto the Platform, to list / showcase the Goods of the Vendor on the Platform and provide such other services in relation to the Platform, as more particularly stipulated in the Agreement. The Vendor hereby agrees to list / showcase its Goods on the Platform (for the purpose of potential sale thereof to Customers / Potential Customers) and agrees to fulfil its obligations and responsibilities in relation thereto, as more particularly stipulated in the Agreement.

3.2 Subject to the terms and conditions of the Agreement, Humanery hereby agrees and acknowledges that the Vendor is being onboarded onto the Platform on a non-exclusive basis, during the Term and accordingly, the Vendor shall have the right to list / showcase its Goods on inter alia other websites, mobile applications, ordering platforms, brick and mortar stores, including those owned by a Competitor of Humanery.

3.3 Subject to the terms and conditions of the Agreement, the Vendor hereby agrees and acknowledges that Humanery has agreed to onboard the Vendor on the Platform on a non-exclusive basis, during the Term and accordingly, Humanery shall have the right to list / showcase Goods of other vendors on the Platform, including Goods of Competitors of the Vendor.

3.4 The Vendor hereby appoints and authorises Humanery, for the Term of the Agreement, to act as the Vendor’s sole and exclusive agent for the purpose of concluding contracts for the sale of the Vendor’s Goods between the Vendor and the Customers, through the Platform. The Vendor further agrees and acknowledges that in all such cases, the legal contract for the purchase of the Vendor’s Goods will be between the Vendor and the relevant Customer.

4. COMMENCEMENT, TERM AND TERRITORY OF OPERATION

4.1 The Agreement shall come into effect on the Commencement Date and shall continue for a period of 1 (one) year from such date (“Initial Term”), unless terminated earlier by either Party in accordance with the provisions of the Agreement. After expiry of the Initial Term, the Agreement shall automatically renew for successive 1 (one) year periods (each referred to as a “Renewed Term”), until the Agreement is terminated by either Party in accordance with the provisions of the Agreement. The Initial Term and all the Renewed Terms shall collectively be referred to as the “Term”.

4.2 The Parties hereby agree that only Customers / Potential Customer residing within the Territory shall be permitted to place Orders for Goods through the Platform. Accordingly, the Parties shall be required to provide Delivery services in relation to the Goods, only within the Territory.

5. VENDOR’S PLATFORM USAGE AND DISPLAYING / REMOVING GOODS

5.1 Vendor’s Platform Access and Unauthorised Use:

(a) Humanery shall provide the Vendor with such number of username(s) and password(s) to access the Platform, as mutually agreed to between the Vendor and Humanery;

(b) The Vendor shall ensure that it shall keep confidential and safe, such username(s) and password(s) and shall provide details of the username(s) and password(s) only to such personnel / employees of the Vendor who are responsible for operating and managing the account of the Vendor on the Platform, strictly on a ‘need to know basis’;

(c) The Vendor hereby agrees and undertakes to immediately inform Humanery in the event of actual or suspected: (i) unauthorised access to the account of the Vendor on the Platform; or (ii) misuse of the account of the Vendor on the Platform. In the event of any such intimation from the Vendor, Humanery may undertake any such preventive, curative or investigative measures as Humanery may deem fit, including blocking / suspending access to such account altogether.

5.2 Software Compatibility: The Vendor shall take all measures required (including any modifications and updates) in order to ensure that the systems / device (from which the Vendor accesses the Platform) are compatible with the Platform, in order to enable seamless functionality of the same. Any such measures required to be taken by the Vendor, whether at the time of initial onboarding of the Vendor on the Platform, or thereafter (due to inter alia any modification / updates of the Platform and / or the Services) shall be taken / made within such time period, as may be agreed between the Humanery and the Vendor and shall be at the sole cost and expense of the Vendor.

5.3 Uploading and Displaying Goods on the Platform:

(a) Where the Vendor is desirous of listing / showcasing any of its Goods on the Platform, the Vendor shall upload the Display Page (along with all the Display Page Information), separately, for each of such Goods on the Platform (“Vendor Upload”);

(b) Simultaneously with the Vendor Upload, the Vendor shall also provide Humanery with all of the Information on Goods in relation to such Goods which are proposed to be listed / showcased on the Platform;

(c) Humanery shall thereafter verify the Display Pages (along with the Display Page Information) subjected to a Vendor Upload and also the Information on Goods in relation to the same;

(d) On Humanery being satisfied with the Display Pages (along with the Display Page Information), the Information on Goods and that the Goods are not Prohibited Items, Humanery shall list / display the Goods on the Platform (“Humanery Listing”) for view / access by the Customers and Potential Customers on the Platform. In the event of any dispute between the Vendor and Humanery in relation to: (i) the Display Pages (along with the Display Page Information); (ii) the Information on Goods; or (iii) the Goods being or not being Prohibited Items; the decision of Humanery for the same shall be final and binding on the Vendor. Further, even after a Humanery Listing, where Humanery finds that certain Goods of the Vendor are Prohibited Items, Humanery may unilaterally and immediately unlist / remove such Goods (and the related Display Pages of such Goods) of the Vendor from the Platform and notify the Vendor of the same.

(e) Humanery and the Vendor shall co-operate and co-ordinate with one another to ensure that the Display Pages (including the Display Page Information) relating the Vendor’s Goods are accurately added onto the Platform. Notwithstanding anything to contrary contained in the Agreement, the Vendor shall be solely responsible to review the Display Pages (including the Display Page Information) relating to each of the Vendor’s Goods which have undergone a Humanery Listing on the Platform, to ensure that such information is correct and accurate;

(f) Notwithstanding any verification undertaken by Humanery or the Humanery Listing of any Goods, pursuant to the provision of Sub-section (d) above, the Vendor shall at all times remain liable in relation to Goods of the Vendor listed / showcased on the Platform and ensuring that the same are in compliance with Applicable Law and the provisions of the Agreement (at the time of Vendor Upload and throughout the Term of the Agreement).

5.4 Platform Updates: The Vendor hereby agrees and undertakes that in the event:

(a) any changes are required to be made to any Display Page or the Display Page Information in relation thereto;

(b) the Vendor is responsible for Delivery of the Goods to the Customer and the Vendor is closed for business on any Business Day or during Business Hours;

(c) any of the Vendor’s Goods not available for delivery or are out of stock;

the Vendor shall update the same through its account on the Platform and Humanery shall, on receipt of such update, list / showcase such updates on the Platform for view / access by the Customers and Potential Customers on the Platform.

5.5 Removal of Goods from Platform: In the event the production of any Goods have been discontinued by the Vendor or for any other reason any Goods are no longer available for sale by the Vendor, the Vendor shall be responsible to remove the Display Pages in relation to such Goods from the Platform. Notwithstanding the foregoing, it is hereby clarified that Humanery shall have the unilateral right to remove the Display Pages in relation to any of the Vendor’s Goods from the Platform, in the event any actual or potential breach of Applicable Law or the provisions of the Agreement is caused or is likely to be caused by such Display Pages remaining / being displayed on the Platform.

6. CUSTOMER ORDERS

6.1 Where a Customer places an Order for any Goods through the Platform:

(a) the Platform will collect the Sale Price in relation to such Goods and the Customer Charges for such Order from the Customer and shall confirm the Order of the Customer;

(b) the Sale Price collected by the Platform shall be deposited in the Designated Account of Humanery, which shall be transmitted onwards to the Vendor (subject to the Permitted Deductions) in accordance with Section 10.2 below; It is clarified for the avoidance of doubt that there will be no cash-on-delivery option available to Customers on the Platform and the Customers shall only be allowed to make Card Orders through the Platform.

(c) the Platform will intimate the Vendor of the Order for the Vendor’s Goods being placed, the Order ID and the Order Details in relation to the same;

(d) the Delivery of such Goods shall be undertaken either by the Vendor or Humanery in accordance with the provisions of Section 7 below;

7. DELIVERY OF GOODS

7.1 Where an Order has been placed for the Goods of the Vendor on the Platform and the Platform has confirmed such Order, the delivery of the Goods comprised in such Order shall be undertaken:

(a) By the Vendor: where the Vendor has not opted for the Special Fulfilment Services (as reflected in the Commercial Onboarding Document or as otherwise communicated by the Vendor to Humanery in writing) and in such event, the terms and conditions governing such Delivery by the Vendor shall be as stipulated in Schedule B;

(b) By Humanery: where the Vendor has opted for Special Fulfilment Services (as reflected in the Commercial Onboarding Document or as otherwise communicated by the Vendor to Humanery in writing) and Humanery has agreed to provide such Special Fulfilment Services to the Vendor and in such event, the terms and conditions governing such Delivery by Humanery (and the Vendor’s obligations in relation to the same) shall be as stipulated in Schedule C.

8. PRICING OF GOODS, DISCOUNTS, SUBSCRIPTION AND REBATE

8.1 Maximum Retail Price: The Parties hereby agree that, unless there is a discount provided on the Vendor’s Goods, in accordance with the provisions of Section 8.2 below, the Vendor’s Goods shall always be sold on the Platform at the Maximum Retail Price of such Goods. In such cases the Vendor General Charges (payable by the Vendor to Humanery) shall be computed on the Maximum Retail Price of such Goods.

8.2 Discounted Price: The Parties hereby agree that both, the Vendor and Humanery shall have the right (and obligation) to provide discounts on the Vendor’s Goods being sold on the Platform, in the manner set out below:

(a) Vendor Initiated Discounts:

(i) Where the Vendor is desirous of providing discounts on its Goods (“Vendor Initiated Discounts”) listed / showcased on the Platform, the Vendor shall update the same on the Display Page in relation to such Goods (to reflect such discounts) through the Vendor’s account on the Platform and Humanery will publish the same on the Platform for view / access by Customers and Potential Customers on the Platform.

(ii) In the event of any such Vendor Initiated Discounts, where the amount of discount provided by the Vendor is upto 30% (Thirty Percent) of the Maximum Retail Price of the Goods, then the Vendor General Charges (payable by the Vendor to Humanery) shall be computed on the Discounted Price of such Goods;

(iii) In the event of any such Vendor Initiated Discounts, where the amount of discount provided by the Vendor is more than 30% (Thirty Percent) of the Maximum Retail Price of the Goods, then the Vendor General Charges (payable by the Vendor to Humanery) shall be computed on 70% of the Maximum Retail Price of such Goods;

(b) Humanery Initiated Discounts:

(i) Where Humanery is desirous of providing discounts on the Goods of the Vendor (“Humanery Initiated Discounts”) listed / showcased on the Platform, Humanery shall make the necessary changes to the Display Page (including the Display Page Information) to reflect such discounts (available on the relevant Goods) on the Platform;

(ii) In the event of any such Humanery Initiated Discounts, the Vendor General Charges (payable by the Vendor to Humanery) shall be computed on the Maximum Retail Price of such Goods;

(c) Parallel Vendor Initiated Discounts and Humanery Initiated Discounts

In the event any of the Vendor’s Goods are (at any relevant point of determination) parallelly subjected to both, a Humanery Initiated Discount and a Vendor Initiated Discount, the Vendor General Charges (payable by the Vendor to Humanery) shall be computed on the higher of: (i) the amount arrived at after deducting the Vendor Initiated Discount from the Maximum Retail Price of such Goods; or (ii) 70% of the Maximum Retail Price of such Goods.

(d) Mandatory Discounts

(i) The Vendor hereby agrees and undertakes that the Sale Price of the Vendor’s Goods listed / showcased on the Platform, shall at all times be equal to or less than the price at which such Goods are being sold through the Vendor’s own direct sales channels.

(ii) The Vendor hereby agrees and acknowledges that, where the provisions of Sub-section (i) above are not being complied with, the Vendor shall (or in the event of failure or refusal of the Vendor to do so, Humanery shall have the right to) provide such additional discounts on the Sale Price of the Goods, so as to ensure compliance with the provisions of Sub-section (i) above (“Mandatory Discounts”).

8.3 Subscription by Customers:

(a) The Vendor hereby agrees and acknowledges that Humanery may provide to the Customers of the Platform, an option to subscribe to the Platform (on the payment of a fee, as determined by Humanery, from time to time (“Subscription Fee”)) and may provide certain incentives to the Customers who do subscribe to the Platform (“Subscription Customers”). Such incentives to the Customer may include, a discount on the Sale Price of the Goods (of upto 20% (Twenty Percent)) (“Subscription Discounts”), priority Delivery of Goods Ordered on the Platform, tokens / loyalty points for Orders placed.

(b) The Vendor hereby consents to any such Subscription Discounts and / or other incentives offered by Humanery to Subscription Customers and further agrees that in the event of any Subscription Discounts being offered on the Vendor’s Goods, the Vendor General Charges (payable by the Vendor to Humanery) shall be computed on the Maximum Retail Price of such Goods; It is further clarified for the avoidance of doubt that where the Platform is already offering any General Discounts (pursuant to the provisions of Section 8.2 above), a Subscription Customer shall not be entitled to avail of both, the General Discount and the Subscription Discount and will be required to opt for one over the other.

(c) The Vendor further agrees that the Subscription Fee collected by Humanery from Subscription Customers shall solely belong to Humanery and that the Vendor shall not have any right to and shall not make any claims in relation to the same.

8.4 Rebate:

Humanery agrees to provide the Vendor a rebate on the Commission, in accordance with the terms set out in the Commercial Onboarding Document (the amount of rebate referred to as “Rebate Amounts”).

9. RETURNS, CANCELLATIONS, CLAWBACKS AND REFUNDS

9.1 The Vendor hereby agrees that in the event of: (i) any Goods Returned by any Customer; (ii) any Cancelled Orders; and / or (iii) Clawbacks; Humanery shall be liable to refund the Sale Price in relation to such Goods to the relevant Customer (along with any other compensation as may be deemed fit by Humanery in its sole and absolute discretion) (“Refund Monies”) and such Refund Monies shall be deducted by Humanery from the Settlement Amounts (as stipulated in Section 10.2 below).

9.2 The Vendor further agrees that the Vendor Cancelled Orders shall not exceed more than 1 (one) time in a calendar month and in the event Vendor Cancelled Orders occur more than 1 (one) time in a calendar month, Humanery shall be liable to charge the Vendor such additional amounts (“Compensatory Amounts”): (i) as are sufficient to compensate Humanery for the replacement cost of such Goods (which Humanery may procure from another source, so as to fulfil the Order to the relevant Customer); and / or (ii) as penalty, upto 20% (Twenty Percent) of the value of the relevant Order.

10. SETTLEMENT OF AMOUNTS

10.1 The Vendor hereby appoints Humanery as the duly authorised agent of the Vendor to accept and collect payments from Customers for all Orders for the Vendor’s Goods made via the Platform on behalf of the Vendor. Such payment by the Customer to Humanery will discharge the relevant Customer’s payment obligations to the Vendor.

10.2 The Parties agree that the settlement period in relation to amounts payable by one Party to the other Party under the Agreement shall be on a monthly basis, i.e., from the first day of the previous calendar month to the last day of the previous calendar month (“Settlement Period”). On the 7th Business Day of the calendar month succeeding the Settlement Period (“Settlement Date”), Humanery shall send the Vendor a Statement of Accounts (by e-mail), setting out inter alia the following details:

(a) All completed Card Orders made on the Platform during the Settlement Period;

(b) The Sale Price of the Vendor’s Goods for which Orders were placed on the Platform;

(c) Computation of all Permitted Deductions;

(d) Computation of Rebate Amounts, if any; and

(e) Settlement Amounts due to the Vendor.

10.3 On every Settlement Date, Humanery shall also remit from the Designated Account of Humanery to the Designated Account of the Vendor, the Sale Price actually recovered by Humanery during the Settlement Period, less the Permitted Deductions (in relation to Orders placed by Customers via the Platform, during the Settlement Period) plus any Rebate Amounts (hereinafter referred to as the “Settlement Amount”). It is clarified for the avoidance of doubt that where any Permitted Deductions were not made on the Settlement Date in relation to the relevant Settlement Period, Humanery shall have the right to make such Permitted Deductions from the Settlement Amounts of the next Settlement Period.

10.4 Where the Settlement Amount in relation to the relevant Settlement Period is sufficient for Humanery to recover all the Permitted Deductions (in relation to Orders placed via the Platform during the relevant Settlement Period), Humanery shall deduct the same from such Settlement Amounts. However, where such Settlement Amounts are insufficient, the Statement of Accounts will function as Humanery’s invoice to the Vendor and the Vendor shall be liable to make payment of the deficient amount by crediting the Designated Account of Humanery, within 10 (Ten) Business Days from the relevant Settlement Date. Where the Vendor fails to remit such deficient amounts to Humanery in accordance with the time period stipulated above, Humanery may, without prejudice to its other rights and remedies, deduct such amounts from the Settlement Amounts of the next Settlement Period.

10.5 The Vendor acknowledges that Humanery shall be entitled to make any withholdings from the Settlement Amounts, if required to do so by any competent authority or governmental authority.

10.6 Each Party shall promptly provide the other Party with any such details, information, clarification, that such Party may reasonably require in order to create / verify a Statement of Account. In the event of any dispute / disagreement between the Parties in relation to any Statement of Account, such dispute / disagreement shall be resolved through negotiations between the Parties and where such dispute / disagreement cannot be resolved through such negotiations (to be conducted for a minimum of 45 (Forty Five) Business Days), the disputing Party shall have the right to terminate the Agreement in accordance with the provisions of Section 22 below. During the period of negotiations, each Party shall continue to fulfil its remaining obligations under the Agreement.

11. PLATFORM FUNCTIONING

11.1 Availability: Humanery shall use reasonable endeavours to ensure that the Platform is operational at all times during the Term, but Humanery does not guarantee continuous and uninterrupted availability or use of the Platform or that the Platform will be free of bugs or outages.

11.2 Cached Websites: Humanery will use all reasonable endeavours to remove or disable the Vendor’s Display Pages (including all the Display Page Information) promptly following the expiry or termination of the Agreement. However, the Vendor hereby acknowledges and accepts that cached versions of these sites may continue to exist in the web browsers and web servers of search engines and customers following such expiry or termination, over which Humanery has no control, and the Vendor agrees that Humanery shall not have any liability to the Vendor (whether based on Intellectual Property Rights infringement or otherwise) in connection with such cached versions.

11.3 Review of Goods: The Vendor acknowledges and agrees that Humanery may display on the Platform ratings and comments provided by Customers regarding the Goods of the Vendor Ordered through the Platform. The Vendor agrees that the Vendor shall not provide or cause any other Person to provide any reviews that are fraudulent or otherwise breach the Mandatory Policies of Humanery. Humanery shall not be responsible for or liable to the Vendor for any such reviews and Humanery shall only remove those reviews which Humanery, in its sole and absolute discretion considers as containing explicit, offensive or derogatory language or as otherwise being in breach of the Mandatory Policies of Humanery. The Vendor acknowledges that Humanery shall be under no obligation (but reserves the right, at its sole and absolute discretion at any time and for any reason) to remove or edit any other reviews. Further, the Vendor hereby agrees that the Vendor’s Goods displayed on the Platform may also be subject to expert reviews. The Vendor acknowledges that Humanery shall not be liable in anyway to the Vendor in relation to any such expert reviews.

11.4 Customer Care Services: Humanery shall be responsible to handle any customer care issues in connection with Orders placed via the Platform and other Customer activity on the Platform. The Customer Care Services shall be provided by Humanery in an orderly and efficient manner and at no further cost to the Vendor.

11.5 Redressal of Complaints: In the event any complaints are received by Humanery from a Customer in relation to any Order for the Vendor’s Goods, placed via the Platform, the Vendor shall be required to co-operate with Humanery and promptly and professionally provide Humanery with any and all information available with the Vendor in relation to such Order. Further, the Vendor shall work along with Humanery to understand and resolve the complaint in a timely manner. In the event Humanery, as part of resolving the Customer’s complaint, deems it reasonable and appropriate to compensate the Customer, Humanery may either raise an invoice on the Vendor for the same or deduct such amounts from the Settlement Amounts (“Complaint Redressal Amounts”).

12. MARKETING AND PROMOTION

12.1 The Parties hereby agree and acknowledge that each Party shall be entitled, at its own cost and expense, to market and promote their own respective businesses and Goods, without requiring the consent of the other Party (provided that no Intellectual Property of the other Party is utilized in any such individual marketing efforts by a Party).

12.2 The Parties further agree that each Party shall have the right, at its own cost and expense, to market and promote their business and Goods, including by highlighting the association / arrangement of the Parties pursuant to the Agreement, provided that where a Party proposes to use the Intellectual Property of the other Party in such marketing efforts (including the name, brand, logo etc. of the other Party), all the marketing material in relation to the same shall be provided to the other Party atleast 5 (Five) Business Days in advance, for obtaining the prior written approval of the other Party for the same (such approval not to be unreasonably withheld or delayed by the other Party). Further, the Party proposing to undertake such marketing and promotion efforts shall be subject to any reasonable instructions and guidelines that the other Party may provide in relation to the manner of usage of the Intellectual Property of such other Party in any such marketing and promotion activities. Further, each Party agrees to provide such marketing material (such as imagery, logo’s, pictures) and any other marketing materials as may be reasonably requested by the other Party.

12.3 Notwithstanding the provisions of Section 12.2 above, the Vendor hereby authorizes Humanery to carry out marketing activities using the Intellectual Property of the Vendor, the purpose of which would be to generate more Orders for the Vendor’s Goods via the Platform. For example, Humanery may: (a) create search engine marketing using the Vendor’s brand name or other keywords relating to the Vendor’s Goods; (b) display the Vendor’s catalogue of Goods in search results by adding links in search engine results for the Vendor’s brand which are directed to the Platform; (c) after obtaining the prior written consent of the Vendor, create and promote a website with a domain of Humanery’s choosing, which links / redirects Customers / Potential Customers to the Platform where Customers / Potential Customers can view the Goods of the Vendor and purchase the same; (d) place a link / re-direct Customers or Potential Customers to the Platform, from the Vendor’s website or other online assets controlled Humanery or the Vendor or any third Person (such as Google My Business pages).

12.4 The Parties may further undertake any joint marketing and promotional efforts and for the same may meet regularly during the Term. The manner of undertaking such joint marketing and promotional efforts and the sharing of costs and expenses in relation to the same shall be mutually agreed to by the Parties. If apportionment of costs and expenses cannot be mutually agreed to, each Party shall share equally in such costs and expenses.

12.5 The Vendor acknowledges that Humanery shall, from time to time, direct marketing communications, to the Vendor including market research surveys relating to the Platform and the Services provided by Humanery. The Vendor hereby consents to receiving the same and also consents to receiving direct marketing communications of selected third-parties via e-mail, post, or other means of communication, unless the Vendor notifies Humanery otherwise, in writing.

12.6 The Parties further agree that any permission granted by a Party to the other Party to use such Party’s Intellectual Property in relation to marketing and promotional activities, shall not be construed as the grant of any right, title, interest and / or license in such Intellectual Property in favour of such other Party.

13. COVENANTS AND UNDERTAKINGS:

13.1 Each Party hereby covenants and undertakes as follows:

(a) it shall provide the services and fulfil its obligations under the Agreement, at all times, with reasonable care and skill and in accordance with Good Industry Practice;

(b) it shall notify the other Party, immediately in writing, upon the occurrence of any Change of Control in relation to itself;

(c) it will comply with all Applicable Laws in relation to the Goods, the Platform and any services or obligations under the Agreement;

(d) it will co-operate to the extent that it is reasonable to do so, with the other Party in relation to all matters relating to or arising pursuant to the terms of the Agreement;

(e) it will co-operate with all relevant authorities in relation to all matters relating to or arising pursuant to the terms of the Agreement;

(f) it will provide all documents and information reasonably requested by the other Party to enable it to provide the services or perform its obligations in accordance with the Agreement within a reasonable time of any request for such information being received.

13.2 The Vendor hereby covenants and undertakes to: (a) comply with all Mandatory Policies of Humanery, as and when notified in writing, by Humanery to the Vendor, pursuant to the terms of the Agreement; (b) designate a Person as ‘Responsible Person’, as required under Applicable Law, who will be responsible for all compliances by the Vendor and also all complaints in relation to the Goods.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each Party represents and warrants to the other that:

(a) it is duly organised, validly existing and in good standing, under the laws of the jurisdiction of its incorporation;

(b) it has the requisite capacity, power and authority to execute and deliver the Agreement and to perform its respective obligations, covenants and agreements mentioned hereunder and thereunder;

(c) the Agreement has been validly executed and delivered and constitutes a legal, valid and binding obligation of such Party;

(d) the execution and performance of the Agreement by either Party does not and will not violate any provision of any existing agreement, Applicable Law, its charter / constitutional documents or any instrument, regulation, license or authorization binding upon it or any of its assets;

(e) it is not under any disability, restriction or prohibition, whether legal, contractual, or otherwise, which shall prevent it from performing or adhering to any of its respective obligations under the Agreement, and has not entered into and shall not enter into any agreement that may violate the Agreement;

(f) no litigation, arbitration or administrative proceedings are threatened, or to the knowledge of the Parties, pending, which call into question the validity or performance of their obligations under the Agreement;

(g) all authorizations, approvals, government approvals, Consents, licenses, exemptions, filings and other matters, official or otherwise, required or advisable in connection with the entry into, performance, validity and enforceability of the Agreement and the transactions contemplated hereby have or shall be obtained or effected in a timely manner;

(h) no representations or warranty made by either Party in the Agreement, and no document furnished or to be furnished by either Party pursuant to the Agreement, or in connection herewith or with the transactions contemplated hereby, contains or will contain any untrue or misleading statement or omits or will omit any fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading; and

(i) there have been no events or transactions, or facts or information which have come to, or upon reasonable diligence, should have come to either Party’s attention and which have not been disclosed herein, having a direct impact on the Agreement or the transactions contemplated hereunder and thereunder.

14.2 The Vendor hereby represents and warrants to Humanery: (a) where it is a manufacturer of the Goods (proposed to be listed / showcased on the Platform), that it has complied with all Applicable Laws in relation to manufacture of such Goods; and (b) where it is dealer / distributor of the Goods (proposed to be listed / showcased on the Platform), that it has obtained adequate authorisations / consents from the manufacturer for the purpose of executing the Agreement, complying with the terms hereof and to distribute the Goods throughout the Territory.

14.3 All the representations and warranties given by the Parties (as set out in Sections 14.1 and 14.2 above) shall be deemed to be repeated by each of the Parties on each day during the continuance of the Term as if made with respect to the facts and circumstances existing on each such date.

15. DATA PROTECTION

15.1 Each Party hereby represents and warrants to the other Party that it has complied with, and undertakes that it will continue to comply at all times with applicable Data Protection Legislation.

15.2 The Parties agree that to allow an Order to be fulfilled and for the purpose of addressing any subsequent issues or complaints relating to an Order, Humanery may transfer Personal Data relating to that Order or the relevant Customer to the Vendor. Other than this, neither Party shall be obligated to transfer Personal Data to the other Party nor shall Humanery require the Vendor to process any Personal Data. The Vendor hereby agrees and acknowledges that any such Personal Data transferred by Humanery to the Vendor pursuant to the provisions of this Section 15 shall be utilized by the Vendor solely for the purpose for which the same was transferred by Humanery to the Vendor, in terms of the Agreement and strictly in compliance with applicable Data Protection Legislation.

15.3 The Parties hereby acknowledge and agree that Humanery shall be the Data Controller and the Vendor shall be the Data Processor and accordingly the Vendor agrees that it shall process all Personal Data in accordance with its obligations pursuant to this Section 15.

15.4 The Vendor hereby agrees and undertakes to:

(a) delete all Personal Data (whether in electronic or in hard copy form, including on copy receipts and other transactional documentation) immediately after fulfilling each Order and any Delivery in relation to the same and in any event within a maximum period of 2 (Two) Business Days therefrom; and

(b) not make any copies nor otherwise store Personal Data, except to comply with the terms of the Agreement and any applicable Data Protection Legislation.

15.5 The Vendor hereby covenants and undertakes that, in relation to any Personal Data processed, the Vendor shall:

(a) only process Personal Data in order to fulfill its obligations under the Agreement (in particular those contained in Sections 7, 11.5 and 15.2 and shall act strictly in accordance with the Agreement, the written instructions of Humanery from time to time (provided such instructions do not result in a breach of Data Protection Legislation) and applicable Data Protection Legislation;

(b) immediately inform Humanery if, in the Vendor’s opinion, any instructions provided by Humanery in relation to Personal Data is in breach of any Data Protection Legislation;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the processing of Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed pursuant to the Agreement;

(d) take all reasonable steps to ensure that only authorised personnel have access to such Personal Data and that such personnel are under obligations of confidentiality in atleast as much stringency as contained in Section 17 below;

(e) not engage any sub-processors without Humanery’s prior written consent;

(f) not do, or omit to do, anything, which would cause Humanery to be in breach of its obligations under any Data Protection Legislation;

(g) not cause or permit any Personal Data to be transferred or processed outside the Territory without seeking Humanery’s prior written instructions, which may include the requirement to execute the Standard Contractual Clauses for transfer of Personal Data from Data Controllers to Data Processors approved by the Commission pursuant to Decision 2010/87/EU, as amended by Commission Implementing Decision (EU) 2016/2297;

(h) immediately notify Humanery of any actual or alleged incident of unauthorised or accidental disclosure of or access to any Personal Data or other breach of the Agreement by any employee, staff, personnel of the Vendor or any other third party, of which the Vendor becomes aware (“Security Breach”), and promptly provide Humanery with full co-operation and assistance (as is reasonably requested) and all information in the Vendor’s possession concerning such Security Breach;

(i) not make any announcement, publish or authorise any broadcast of any notice or information about a Security Breach without the prior written approval of Humanery as to the content, media and timing; and

(j) if applicable, assist Humanery in ensuring compliance with its obligations to respond to requests from any data subject(s) under Chapter III of the GDPR, including by notifying Humanery of any written subject access requests that the Vendor receives relating to Humanery and the Vendor’s obligations set out under Articles 32 – 36 of the GDPR to:

(i) ensure security of processing of Personal Data;

(ii) notify the relevant supervisory authority, and any data subject(s), where relevant, of any breaches relating to Personal Data;

(iii) carry out any data protection impact assessments (“DPIA”) of the impact of the processing on the protection of Personal Data;

(iv) consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken to mitigate the risk; and

(v) delete or return to Humanery, on request, all Personal Data processed pursuant to the Agreement.

15.6 The Vendor hereby agrees and acknowledges that Humanery shall be entitled to monitor the Vendor’s compliance with Data Protection Legislation and the Vendor’s obligations under the Agreement. The Vendor further agrees to provide Humanery with information that is reasonably necessary to conduct such monitoring procedures and at the cost of the Vendor and during Business Hours, to access the Vendor’s premises to conduct an on-site audit, including, of any stored Personal Data and data processing programs it has on-site (subject to any reasonable confidentiality and security measures), provided that Humanery shall provide reasonable notice of not less than 5 (Five) Business Days to the Vendor of any such visit / audit. The Vendor hereby acknowledges that Humanery has the right to have the audit carried out by a third party.

15.7 The Vendor further agrees and undertakes to ensure that any Person that the Vendor engages to perform any of the obligations of the Vendor under the Agreement, is made to sign a written contract which imposes on such Person terms equivalent to those imposed on the Vendor under this Section 15 (“Relevant Terms”). The Vendor shall be responsible to procure performance by such Person of the Relevant Terms and shall be directly liable to Humanery for any breach by such Persons of the Relevant Terms.

16. NON-SOLICITATION

16.1 Both Parties shall not (and shall ensure that their respective Affiliates do not), during the Term, offer employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from the other Party, any individual who is or was within the previous 12 (twelve) months, a director, officer or employee holding an executive or managerial position with the other Party or procure or facilitate the making of any such offer or attempt by any other Person, without obtaining the prior written consent of the other Party.

16.2 Both Parties shall not (and shall ensure that their respective Affiliates do not), during the Term, persuade or attempt to persuade any Customer, supplier or person doing business with the other Party (or any Affiliate of such Party), to terminate its relationship with the other Party or its Affiliate.

16.3 The Parties acknowledge that the restrictions imposed by this Section 16 are reasonable and valid in all respects and irrevocably waive the right to bring any proceeding in respect of any issue of reasonableness of these restrictions (including the reasonableness of the geographic area or the duration and scope of the restrictions) and irrevocably agree not to raise the same as a defence in any proceeding to enforce any provision of this Section 16.

17. CONFIDENTIAL INFORMATION

17.1 Each Party (the Party receiving information shall be referred to as the “Receiving Party”), and their respective directors, officers, employees, agents and advisers will not use or disclose to any Person either during or at any time after the Term, any Confidential Information about the other Party (the “Disclosing Party”) or the Affiliates of the Disclosing Party, or any Customers, which may come to the Receiving Party’s knowledge in the course of performing its obligations under the Agreement.

17.2 The restriction contained in Section 17.1 does not apply to:

(a) any use or disclosure authorised in writing by the Disclosing Party;

(b) any information which is already in, or comes into, the public domain otherwise than through the Receiving Party’s breach of the Agreement; or

(c) any Confidential Information which is required to be disclosed by Applicable Law or order of any court of competent jurisdiction with whose instructions the Receiving Party has to comply, provided that before taking any such action or making any such disclosure, the Receiving Party will give notice in writing to the Disclosing Party of the requirement for the Receiving Party to make such disclosure and the Receiving Party shall at the request of the Disclosing Party and at the cost and expense of the Disclosing Party, provide reasonable assistance and co-operation to the Disclosing Party, in order to enable the Disclosing Party to obtain a protective order in relation to any such disclosure.

18. INTELLECTUAL PROPERTY RIGHTS

18.1 Each Party hereby agrees and acknowledges that any Intellectual Property owned by the other Party, in any information, documents, manuals, data or materials it provides to the other Party and all Intellectual Property Rights associated therewith, whether registered or not, shall constitute the exclusive property of such other Party and / or its Affiliates and cannot be used by a Party without the prior written consent of the other Party, except to the extent specifically permitted pursuant to the terms of the Agreement or through a separate prior written agreement, signed by such other Party.

18.2 Humanery hereby authorises the Vendor, during the Term, to utilise the Platform and software in relation to the same, strictly in compliance with the provisions of the Agreement and any end user licence which Humanery may give the Vendor notice of from time to time. The Vendor further agrees to ensure that its employees and other personnel also strictly comply with the provisions of the Agreement and any such end user license while utilising the Platform and the software associated therewith. The Vendor hereby agrees not to (and undertakes to ensure that its employees and other personnel do not) reverse engineer, decompile, disassemble, crack or otherwise misuse the Platform and the software associated with the same. The Vendor shall keep the functionality and processing of the Platform (including the software associated with the same) confidential and shall ensure that its employees and other personnel also maintain such confidentiality. Notwithstanding such authorisation to utilise the Platform (including the software associated therewith), the Vendor agrees and acknowledges that the Platform (including the software associated therewith), shall at all times belong to Humanery and the Vendor shall not claim or attempt to claim any Intellectual Property Rights to the same.

19. LIABILITY, INDEMNIFICATION, INSURANCE

19.1 Subject to Sections 19.3 and 19.4 below, the liability of either Party to the other Party under the Agreement will at all times be limited to £50,000, for the entire Term of the Agreement.

19.2 Subject to Sections 19.3, 19.4 and 19.5, neither Party will be liable in any circumstances to the other Party, in relation to any special, indirect, or consequential loss, costs, damages, charges or expenses, such as loss of profits or anticipated revenues, loss of goodwill, loss of opportunity, whether arising in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise.

19.3 The limitation of liability set out in Sections 19.1 and 19.2 shall not apply to losses in connection with: (a) death or personal injury caused by negligence; (b) fraudulent misinterpretation; (c) any breach of that Party’s obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; (d) any matter to the extent that liability for such matter cannot be limited or excluded by Applicable Law; (e) such Party’s breach of the confidentiality obligations under the Agreement; and (f) any breach of the provisions relating to bribery set out in Section 20.3(a).

19.4 Each Party will indemnify the other Party to an aggregate maximum of £100,000, for the entire Term of the Agreement, in respect of any and all loss, liability, costs (including reasonable legal costs), damages or expenses arising from (a) any alleged or actual infringement, under any Applicable Law, of any third party’s Intellectual Property Rights; and (b) such Party’s breach of Section 15 (Data Protection). Nothing in this Section 19.4 shall restrict or limit the indemnified Party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

19.5 The Vendor shall indemnify Humanery (and if applicable, any Affiliates, officers, directors, attorneys, agents and employees of Humanery) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Humanery arising out of or in connection with:

(a) any claim made against Humanery in respect of damage to property, death or personal injury arising out of or in connection with the storage, handling or carriage of any Goods by the Vendor;

(b) any claim made against Humanery arising out of the Vendor’s failure to comply with any statutory or HMRC requirements, including administrative requirements, concerning the payment of Tax in respect of any of the Goods;

(c) any claim made against Humanery as a result of the Vendor’s interference with the rights of a third party arising out of or in connection with the storage, handling or carriage of any of the Goods by the Vendor;

(d) any claim asserted by a third party that involves, relates to or concerns any of the Vendor’s actions or omissions on the Platform;

(e) any damages or costs arising from any unauthorised access to the Platform, as a result of the Vendor misplacing the usernames and passwords provided by Humanery in relation to the Platform or the Vendor providing access to the same to any unauthorised Person;

(f) any damages or costs arising from any unforeseen circumstances as a result of Prohibited Items being sold on the Platform; and

(g) any breach by the Vendor of the provisions of the Agreement, including the representations and warranties given by the Vendor under the terms of the Agreement.

19.6 Each Party shall maintain, at their own expense, such insurance policies which are required by Applicable Law in relation to their own business and the transactions envisaged under the Agreement and/or that would be expected to be maintained as a matter of Good Industry Practice to such levels as are deemed appropriate and reasonable for each Party. Copies of such insurance policies shall be made available by a Party to the other Party, upon receipt of a written request from the other Party.

20. CONSENTS AND COMPLIANCES

20.1 Each Party confirms and undertakes that it has obtained and will obtain and maintain any consents, licences, permits, approvals or authorizations (“Consents”) that may be required to be obtained from any Person in connection with the Agreement and the transactions envisaged hereunder, and it is not a party to and will not enter into any agreement or arrangement which would result in a breach of or which would cause a default under the Agreement or prohibit such Party from performing any of the terms of the Agreement or generally running its business.

20.2 Each Party will notify the other Party in writing, immediately, if any of the Consents described above are revoked or suspended, or such Party is otherwise unable to rely on or benefit from any such Consents for any reason whatsoever.

20.3 Each Party will:

(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”);

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the English Bribery Act 2010, if such activity, practice or conduct had been carried out in the United Kingdom;

(c) have and will maintain in place throughout the Term its own policies and procedures, including but not limited to adequate procedures to ensure compliance with all relevant Anti-Bribery Laws and will enforce them where appropriate;

(d) promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by such Party, in connection with the performance of the Agreement;

(e) if reasonably requested by the other Party, such Party shall, within 2 (two) months of the date of such request, certify to the other Party (in writing signed by an officer of that Party), its compliance with this Section 20; and

(f) be solely responsible for self-assessing, determining, collecting, reporting, claiming and remitting all its applicable Taxes under Applicable Laws.

21. AUDIT

The Vendor hereby agrees and acknowledges that Humanery (or their authorised representatives) shall have the right upon reasonable notice (being not less than 5 (Five) Business Days) to inspect and audit the Vendor’s operational processes for the purposes of ensuring compliance with the Agreement and Applicable Laws, during Business Hours and to take copies of or extracts of relevant information, manuals, data, documents. If so requested by the Vendor, Humanery shall require their representatives to enter into commercially reasonable non-disclosure arrangements with the Vendor, prior to such representatives undertaking any such audit services. In the event Humanery is desirous of undertaking any such audit, it may do so at its own cost and expense, provided that in the event any such audit is being undertaken by Humanery, consequent to the Vendor’s breach or violation of any provisions of the Agreement, cost of the audit shall be bourne by the Vendor.

22. TERMINATION

22.1 Termination without Cause:

Either Party may terminate the Agreement, without assigning any reason therefor, by giving a written notice of atleast 30 (Thirty) Business Days to the other Party.

22.2 Termination For Cause:

Without affecting any other right or remedy available to it, either Party may terminate the Agreement, with immediate effect, upon written notice to the other Party, upon the occurrence of any of the following events:

(a) if the other Party is in breach of any of its obligations under the Agreement and such breach, if capable of remedy (and not caused by the wilful misconduct of the breaching Party), has not been remedied to the satisfaction of the non-breaching Party within 15 (Fifteen) Business Days of notice of such breach by the non-breaching Party to the breaching Party;

(b) breach of any representation and warranties by the other Party, and such breach, if capable of remedy (and not caused by the wilful misconduct of the breaching Party), has not been remedied to the satisfaction of the non-breaching Party within 15 (Fifteen) Business Days of notice of such breach by the non-breaching Party to the breaching Party;

(c) breach of any Applicable Law (including any Anti-Bribery Laws) by the other Party;

(d) occurrence of any Change in Law which substantially impedes such Party from performing its obligations under the Agreement;

(e) an Insolvency Event occurs in respect of the other Party; and / or

(f) occurrence and continuance of a Force Majeure Event for an uninterrupted period of 30 (Thirty) Business Days, which substantially impedes either Party from performing its obligations under the Agreement.

23. CONSEQUENCES OF TERMINATION

23.1 Upon the expiry or termination of the Agreement for any reason whatsoever:

(a) Each Party shall immediately refrain from any action that would or may indicate any relationship between itself and the other Party;

(b) The Parties shall settle all accounts between them within a period of 15 (Fifteen) Business Days from the date of such termination / expiry of the Agreement;

(c) Each Party shall immediately cease to use in any manner whatsoever, the name and Intellectual Property of the other Party;

(d) Each Party shall forthwith refrain from using and shall immediately hand over to the other Party, possession of all documents, material, instructions, manuals, guidelines, Intellectual Property, Confidential Information or other writings (including any copies thereof) and any other property belonging to the other Party, that may be in the possession of such Party or any of its employees, agents, directors or officers;

(e) Delivery of all outstanding Orders shall be completed by the Vendor (or Humanery, in the event the Vendor had opted for Special Fulfilment Services);

(f) In the event of the Vendor having opted for Special Fulfilment Services, Humanery shall (after completing Delivery of all Outstanding Orders) return all the Stock (as defined in Section 1 of Schedule C hereto) to the Vendor within a period of 15 (Fifteen) Business Days from the date of termination / expiry of the Agreement;

(g) Humanery shall promptly remove or disable all Display Pages (including the Display Page Information) in relation all Goods of the Vendor on the Platform.

23.2 The expiry or termination of the Agreement shall be without prejudice to the accrued rights and obligations of the Parties and all such accrued rights and obligations shall remain in full force and effect and be enforceable notwithstanding such expiry or termination.

24. ASSIGNMENT AND SUB-CONTRACTING

24.1 Except where specifically permitted under the Agreement, the Vendor shall not have the right to assign or sub-contract all or any of its rights or obligations under the Agreement without the prior written consent of Humanery. Any such consent, even if given by Humanery, shall not affect the Vendor’s obligations or liabilities under the Agreement.

24.2 Humanery shall have the right to assign or sub-contract all or any of its rights or obligations under the Agreement, without the requirement to seek consent from the Vendor. Humanery shall enter into each Subcontract as principal rather than as an agent of the Vendor and there shall be no privity of contract between the Vendor and the Subcontractors of Humanery.

25. GOVERNING LAW AND JURISDICTION

25.1 The Agreement and any dispute or claim (including a non-contractual dispute or claim) arising out of or in connection with the Agreement will be governed by and construed in accordance with the laws of England and Wales.

25.2 The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) arising out of the Agreement.

26. NOTICES

26.1 All notices under the Agreement will be in writing, in English and will be deemed to have been duly given when received, if personally delivered; immediately after being sent, if sent by e-mail; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or at 9:00am on the second day after posting, if sent by certified or registered mail. The Parties agree that service of proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution shall not be given by email.

26.2 The addresses for services of a notice are listed in the Commercial Onboarding Document. Such details may be varied by notice in writing by one Party to the other Party at any time.

27. FORCE MAJEURE EVENT

27.1 Neither Party shall be liable to the other Party in the event any delay or failure to perform its obligations under the Agreement result from a Force Majeure Event.

27.2 Upon the occurrence of any such Force Majeure Event, the Party that encounters such Force Majeure Event shall notify the other Party in writing (including by e-mail), within 7 (Seven) Business Days of the occurrence of the Force Majeure Event, of the actual situation of the incident, along with valid documents (if any) to certify the detailed happenings of the incident, and valid documents to certify the reasons of its inability to fulfill, or the necessity to postpone the fulfillment of the terms of the Agreement.

27.3 Any disputes arising out of occurrence of any Force Majeure Event shall be resolved through negotiations between the Parties as to whether to terminate the Agreement or partially release the obligations of the affected Party or postpone the fulfillment of the obligations or performance of the Agreement. The Parties agree that after the Force Majeure Event ceases to have effect, the affected Party shall perform its obligations within the timeline as mutually agreed between the Parties. In the event the affected Party fails to perform its obligation, the non-affected Party shall have the right to terminate the Agreement.

28. WAIVER, VARIATION AND THIRD-PARTY RIGHTS

28.1 The rights and remedies of either Party under the Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by one Party to the other Party nor by any failure of, or delay in ascertaining or exercising any such rights or remedies. Any waiver of any breach of the Agreement shall be effective only if it is in writing and signed by the waiving Party. The waiver by either Party of any breach of the Agreement shall not prevent the subsequent enforcement of that provision.

28.2 The Agreement may only be varied by a written instrument signed by both the Parties. Notwithstanding the foregoing, the Vendor agrees that Humanery shall have the right to unilaterally amend any provision of the Agreement, which relates to any service levels or obligations to be fulfilled by the Vendor under the Agreement, provided that where Humanery proposes to make any such unilateral modifications, it shall provide the Vendor notice of the same, in writing, atleast 10 (Ten) Business Days prior to such modifications coming into effect. Upon receipt of such notice, the Vendor may either: (a) accept such modifications by notice in writing to Humanery and such modifications shall thereafter be deemed incorporated in the Agreement; or (b) reject such modifications by notice in writing to Humanery, in which case, the Agreement shall stand terminated within a period of 7 (Seven) Business Days from the date of communication of such rejection by the Vendor. Where the Vendor has not communicated either any acceptance or rejection of such modification, and continues using / accessing the Platform or displaying its Goods on the Platform, the Vendor shall be deemed to have consented to all the terms of the Agreement.

28.3 No Person who is not a party to the Agreement (including any employee, officer, agent, representative or sub-contractor of either Party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of the Agreement which expressly or by implication confers a benefit on that Person, without the prior written consent of both the Parties.

29. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the Parties, whether written or oral, relating to its subject matter, and neither Party will have any claim for innocent or negligent misstatement in relation to any provision / statement in the Agreement.

30. SURVIVAL

Any provision of the Agreement that expressly or by implication is intended to continue in force even after termination or expiry of the Agreement, shall remain in full force and effect after such termination or expiry.

31. RELATIONSHIP

Nothing in the Agreement is intended to, or will operate, to create a partnership between the Parties, or save as expressly stated, to authorise either Party to act as an agent for the other, and neither Party will have authority to act in the name of or on behalf of or otherwise to bind the other Party in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power), save as expressly stated.

32. INVALIDITY

If any of the terms or conditions of the Agreement are declared wholly or partly invalid, illegal or unenforceable, the remainder of the Agreement will remain in full force and effect and any wholly or partly invalid term or condition will be deemed modified to the minimum extent possible, to make it valid, legal and enforceable (and so as to achieve, as nearly as possible, the same commercial effect as originally envisaged by the Parties).




SCHEDULE A
PROHIBITED ITEMS

The items listed below are ‘Prohibited Items’ for the purpose of the Agreement:

1. Any Dangerous Goods;

2. Any Goods that cannot be sold to customers under the age of 16;

3. Any Goods that are not compliant with Applicable Laws and contain substances that do not comply with Applicable Laws;

4. Any Goods that are opened or used cosmetics, skin products or hair care products;

5. Goods that have passed their expiration or “use by” dates;

6. Goods that are not sealed in the original manufacturer's packaging;

7. Goods that have had their packaging altered in such a way that removes or obscures any identifying codes placed on the packaging by the manufacturer or distributor, such as matrix codes, lot numbers or serial numbers;

8. Goods labelled as “tester” products, including perfume testers, or “not intended for resale”;

9. Counterfeit cosmetics;

10. Decanted perfumes and fragrances;

11. Goods that contain any of the prohibited ingredients listed in EU Regulation 1223/2009 or that do not comply with the restrictions of the regulation, such as cosmetics prohibited from containing hydroquinone, vitamin K1 (Phytonadione), teeth whitening products which contain or release more than 0.1% of hydrogen peroxide, sodium perborate or perboric acid, or benzoyl peroxide;

12. Goods containing colorants, preservatives and UV filters other than those allowed under EU Regulation 1223/2009;

13. Goods whose claims do not comply with EU Regulation 1223/2009 and other applicable regulations, such as EU Regulation 655/2013, that convey misleading product characteristics or functions to consumers;

14. Goods that have been tested on animals or that contain ingredients that have been tested on animals, as set forth by EU Regulation 1223/2009;

15. Goods prohibited on the advice of governmental agencies;

16. Goods claiming that their use is for the diagnosis, cure, mitigation, treatment or prevention of disease in humans or animals;

17. Goods that contain or claim to contain snake oil;

18. Henna products which are applied to the skin, unless entirely natural;

19. Cosmetics that contain ingredients derived from endangered species, such as sharks, whales, dolphins or porpoises;

20. Eyelash and eyebrow conditioners containing Bimatoprost;

21. Skin creams containing mercury;

22. Eye makeup containing Kohl, Kajal, Al-Kahl or Surma;

23. Medical Goods requiring a doctor’s / clinical prescription.





SCHEDULE B
DELIVERY BY VENDOR

The provisions of this Schedule B shall only be applicable where the Vendor has not opted to avail Special Fulfilment Services (as indicated in the Commercial Onboarding Document).

1. The Vendor hereby acknowledges and understands that once a Customer has placed an Order for the Goods of the Vendor via the Platform, a contract for the supply of goods has been created and the Vendor is obliged to fulfil that Order in accordance with the Order Details received from Humanery (either directly or through the Platform). In the event the Vendor does not prepare and Deliver an Order in accordance with the provision of this Schedule B, the Vendor shall be in breach of the Agreement and Humanery shall have the right to refund the Customer any amount received from the Customer in relation to such an Order.

2. For every Order to be Delivered by the Vendor, Humanery shall send to the Vendor: (a) the Order confirmation; (b) packing slip for such Order; and (c) a pre-paid shipping label of the carrier / courier service opted for by Humanery in relation to such Order (“Humanery Opted Carrier”). The Vendor hereby agrees that the Vendor shall transport the Goods comprised in an Order only through such Humanery Opted Carrier.

3. The Vendor shall package the Goods comprised in each Order in Containers (as defined in Section 1 of Schedule C below), neatly and in good condition and in accordance with Good Industry Practice and Applicable Laws and shall ensure Delivery to the Humanery Opted Carrier within a period of 2 (Two) Business Days from the day of the Order being placed for such Goods via the Platform.

4. Humanery agrees and acknowledges that the Vendor shall be liable to Deliver Orders only to addresses within the Territory.

5. The Vendor shall ensure that the Goods bear all such labels and information as may be required under Applicable Law and in the event Humanery provides any special packaging material or labels, the Vendor shall utilize such packaging material and labels in relation to Orders placed via the Platform.


SCHEDULE C
SPECIAL FULFILMENT SERVICES

The provisions of this Schedule C shall only be applicable where the Vendor has opted to avail Special Fulfilment Services (as indicated in the Commercial Onboarding Document).

1. Additional Definitions: For the purpose of this Schedule C, the following words and expressions shall have the meanings so ascribed to them hereinbelow:

1.1 “Charges for Special Fulfilment Services” has the meaning ascribed to such term in Section 6.1 of this Schedule C;

1.2 “Container” means any pallet, packing case, container, trailer or other item used to carry / package the Goods;

1.3 “Facilities” means Humanery’s appointed warehouses, as stipulated in Section 2 of this Schedule C and “Facility” shall mean any of them;

1.4 “Stock” means the stock of Goods located at the Facilities, from time to time; the terms “Stocked” and “Stocking” to be construed accordingly; and

1.5 “Stock Request” means Humanery’s request for Goods to be shipped to one or more of the Facilities in accordance with the terms outlined in Section 3 of this Schedule C.

2. Facilities and Warehousing

2.1 Humanery shall keep and maintain such number of Facilities as Humanery may deem fit, in its sole and absolute discretion, for the purpose of Stocking the Goods of the Vendor, in order to enable Humanery to provide the Special Fulfilment Services, in terms of this Schedule C.

2.2 Such Facilities shall be maintained by Humanery in such manner, in terms of inter alia size, location, security, amenities, as deemed necessary, prudent or appropriate by Humanery from time to time.

2.3 Subject to a reasonable notice to Humanery of not less than 7 (Seven) Business Days, the Vendor (or its employees, agents, representatives) shall have the right to inspect, such of the Facilities of Humanery, where the Stock of the Vendor is being kept, so as to ascertain whether the Goods of the Vendor are being properly maintained. Humanery hereby agrees to provide the Vendor (or its employees, agents, representatives) with reasonable co-operation in relation to any such inspection.

2.4 During any such inspection as envisaged in Section 2.3 above, the Vendor (or its employees, agents, representatives) shall: (a) comply with all rules and regulations issued by Humanery relating to the Facility; (b) avoid causing unreasonable or unnecessary disruption to the routine and procedures of such Facility of Humanery; and (c) provide reasonable co-operation to Humanery in such matters as Humanery may request.

3. Stock and Stock Request

3.1 Humanery shall maintain as much Stock of the Vendor’s Goods at the Facilities of Humanery, as Humanery may deem fit, in its sole and absolute discretion, for the purpose of fulfilling future Orders for the Vendor’s Goods.

3.2 Humanery shall from time to time, intimate the Vendor of any additional Stock requirement, by sending a Stock Request to the Vendor (indicating the type, specifications, quantity of Goods required). The Vendor hereby agrees to deliver any such Stock requested by Humanery within a period of 7 (Seven) Business Days from the date of receipt of such Stock Request, at such Facility of Humanery, as may be intimated by Humanery in such Stock Request.

3.3 Pursuant to receipt of such Stock Request, as stipulated in Section 3.2 above, the Vendor shall deliver the Goods to such Facility of Humanery, as communicated by Humanery, in Containers, securely packed and labelled in compliance with Applicable Laws and in such condition as not to cause damage or injury or the likelihood of damage or injury to Humanery’s Personnel, other persons visiting the Facility or to any other property or goods stored at such Facility. The Vendor shall be responsible for unloading the Goods on arrival at the Facility and shall be liable for any loss or damage caused during unloading. The Vendor shall bear all expenses associated with delivery, secure packaging, compliant labelling and unloading of the Goods at the Facility.

3.4 Upon delivery of the Goods at the Facility, the Vendor shall provide Humanery with a note detailing the contents of each Container, including a description and particulars of the Goods stored therein. Humanery shall inspect the Goods delivered by the Vendor at the Facility.

3.5 The Vendor hereby agrees that Humanery shall not be liable to accept delivery of Goods that are:

(a) not specified in a Stock Request;

(b) Prohibited Items; and

(c) defective or damaged (or the Container is defective or damaged).

3.6 Thereafter Humanery shall return, to the Vendor, all the Goods which were rejected on any of the grounds stipulated in Section 3.5 above and shall send the Vendor a list of:

(a) Goods which were accepted after inspection by Humanery (indicating the type, specifications, quantity of Goods accepted);

(b) Goods which were rejected by Humanery on any of the grounds stipulated in Section 3.5 above (along with reasons for the same); and

(c) missing items, if any, from the list mentioned in the relevant Stock Request.

3.7 Notwithstanding anything to the contrary contained, even where Humanery has accepted any Goods pursuant to Section 3.6 (a) above, Humanery shall have the right to return any Goods to the Vendor, if the Goods are later found to be damaged or defective.

3.8 In the event the Vendor does not provide adequate Stock to Humanery, pursuant to a Stock Request made under Section 3.2 above, or the Vendor does not provide such Stock within the timelines stipulated in Section 3.2 above, Humanery shall have the right to modify the Display Page on the Platform in relation to such Goods and indicate the Goods as being ‘out of stock’.

3.9 Humanery further agrees to provide the Vendor with a monthly statement on the movement of Stock at the Facilities of Humanery (either through e-mail or any other portal provided by Humanery in relation to the same), i.e. (a) Stock held at the Facilities at the beginning of a calendar month; (b) any Stock Requests made by Humanery during such calendar month; and (c) Stock held at the Facilities at the end of a calendar month.


3.10 The Vendor hereby agrees and acknowledges that Humanery is not and does not contract as a common carrier.

4. Storage

4.1 The Vendor hereby agrees and acknowledges that Humanery may use any method for the storage of the Goods, as Humanery may in its sole and absolute discretion consider appropriate, subject to: (a) such method of storage being in accordance with Good Industry Practice; (b) the Goods being stored separately from all other goods held by Humanery at the Facility, so that the Goods remain readily identifiable as the Vendor’s property; and (c) any identifying mark or packaging on or relating to the Goods not being removed, defaced or obscured.

4.2 Where the Vendor has provided any special precautions / instructions for the storage, handling or carriage of any Goods, as may be required by the nature, weight, condition or composition of the Goods or pursuant to any Applicable Law, Humanery shall adhere to such special precautions / instructions, provided that where any additional cost or expense is incurred by Humanery in adhering to such special precautions / instructions, the Vendor shall be liable to reimburse Humanery for the same.

4.3 Humanery may without liability to and at the Vendor’s expense, destroy or otherwise dispose of any Goods which are, in Humanery’s reasonable opinion, Dangerous Goods. Save in cases of an emergency, Humanery shall not exercise this right without first giving the Vendor a reasonable opportunity to inspect the Goods in question and, if the Vendor so elects, to take back the Goods with the Vendor.

4.4 Humanery shall have a general and particular lien on the Vendor’s Goods in its possession as security for payment of all sums owed by the Vendor to Humanery pursuant to the Agreement. In the event any amounts payable by the Vendor pursuant to the Agreement, are not paid by the Vendor by the relevant due date for such payment, Humanery may, without prejudice to its other rights and remedies, give notice in writing to the Vendor of its intention to sell or otherwise dispose of some or all of the Vendor’s Goods in its possession, if the amounts outstanding are not paid in full within 14 (Fourteen) calendar days of such notice. If the amount due is not paid by the Vendor till the expiry of such period, Humanery may sell or otherwise dispose of some or all of the Vendor’s Goods in its possession, as an agent of the Vendor and at the Vendor’s expense and risk, and shall remit the proceeds of sale or disposal of such Goods to the Vendor after deduction of all amounts due to Humanery and the expenses incurred by Humanery for the sale or disposal of such of the Vendor’s Goods. Humanery shall not be liable for the price obtained for the sale or disposal of such Goods.

4.5 Where any of the Vendor’s Goods are liable to perish or deteriorate, Humanery’s right to sell or otherwise dispose of the Vendor’s Goods, as set out in Section 4.4 above, shall arise immediately on any sum becoming due, subject only to Humanery taking all reasonable steps to notify the Vendor of its intention to sell or otherwise dispose of the Vendor’s Goods before doing so.

5. Delivery to Customers

5.1 Humanery shall pick the Vendor’s Goods for dispatch to the Customer from the Stock. Humanery will be responsible for the Vendor’s Goods from the point of unloading of the Vendor’s Goods at the Facility to deposit of such Goods with a Humanery Opted Carrier.

5.2 Humanery shall package the Goods comprised in each Order in Containers, neatly and in good condition and in accordance with Good Industry Practice and Applicable Laws and shall ensure deposit of such Goods with a Humanery Opted Carrier within a period of 2 (Two) Business Days from the day of the Order being placed for such Goods via the Platform.

5.3 The Vendor agrees and acknowledges that Humanery shall be liable to Deliver Orders only to addresses within the Territory.

6. Charges for Special Fulfilment Services

6.1 The Vendor hereby agrees that where the Vendor opts for the Special Fulfilment Services (as stipulated in the Commercial Onboarding Document), the Vendor shall, in addition to the Vendor General Charges (and any other costs stipulated in the Agreement), also be liable to pay additional charges in relation to such Special Fulfilment Services. Such charges shall inter alia be levied in relation to (hereinafter referred to as “Charges for Special Fulfilment Services”):

(a) Cost and expenses of Humanery in relation to Storage of the Vendor’s Goods (which will depend on inter alia the quantity and size of the Vendor’s Goods, any special precautions / instructions in relation to such Goods, period of storage);

(b) Cost and expenses of Humanery in relation to returning the Stock (or any part thereof) from the Facilities to the Vendor (which may include inter alia the courier / carrier / transport costs, packaging costs);

6.2 The Charges for Special Fulfilment Services shall be mutually agreed to by and between the Parties, in writing, from time to time.


*****