Vendor’s Terms and Conditions

This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement (defined below).

These Terms & Conditions (“Terms”) form part of the Vendor Agreement (“Vendor Agreement”) entered into between the A Milletzkart India Private Limited, a company incorporated under the Companies Act, 2013, having its registered office address at No. 609, Next to DMart,30th Main 80 ft Attimabbe Road Banashankari III Stage, Bangalore, Karnataka, India, 560085, India ("Company"/ Party ) and you, the Vendor ("Vendor"). The Terms are incorporated in the Vendor Agreement by way of reference and constitutes part of the binding Vendor Agreement executed between the Company and the Vendor.(Hereinafter referred to as ‘Milletzkart’ which shall include, unless repugnant to the context or meaning thereof, include the party’s legal representatives, administrators, executors, assigns of the one part)I as Vendor onboarding to this portal(Hereinafter referred to as ‘Vendor’ which shall include, unless repugnant to the context or meaning thereof, include the party’s legal representatives, administrators, executors, assigns of the other part)(Milletzkart and Vendor shall be individually referred to as “Party” and collectively as “Parties”. ) WHEREAS:Milletzkart is engaged in the business of, inter alia, designing, developing, Hosting and/or operating an ecommerce portal, platform, service to enable, facilitate and promote the buying, selling and/or trading of Millets and related products.

Vendor is engaged in the business of Millets and Millets base Value added

 Milletzkart desires to engage the Vendor for listing and supplying such goods and products on Milletzkart’s e-commerce portal and the Vendor has agreed to list its product on the e-commerce portal of Milletzkart.

 The Parties wish to set forth the understanding regarding the above business

 NOW THEREFORE, in consideration of the foregoing, the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged herein in this Agreement, Milletzkart and Vendor hereby agree as follows:

1. Interpretation and Definitions

Interpretation

In this Agreement, unless the context otherwise requires,Words denoting any gender shall be deemed to include all other genders;

 Words importing the singular shall include the plural and vice versa, where the context so requires;

 The terms "hereof", "herein", "hereby", "hereto" and other derivatives or similar words, refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;

 Reference to the term "Clause" or "Schedule" or “Annexure” shall be a reference to the specified Clause or Schedule of this Agreement;

 Any reference to "writing" includes printing, typing, lithography and other means of reproducing words in a permanent visible form;

 All headings and sub-headings of Clauses and Schedules, and the of bold typeface are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;

 Reference to the word "include" or "including shall be construed without limitation;

 The Schedules hereto shall constitute an integral part of this Agreement;

 Terms defined in this Agreement shall include their correlative terms;

 Time is of the essence in the performance of the Parties respective obligations. If any time period specified herein is extended, such extended time shall also be of essence;

1. Definitions

Unless the context otherwise requires, the following words and expressions shall have the meanings as set out herein below: “Access” with its grammatical variations and cognate expressions means gaining entry into, instructing or communicating with the logical, arithmetical, or memory function resources of a computer, computer system or computer network.

 "Affiliate" of a Person means (i) in the case of any Person that is a natural person, any other Person (other than a natural person) that, either directly or indirectly, is Controlled (defined below) by the Person, or any Person who is a Relative (defined below) of the Person; and (ii) in the case of any Person other than a natural person, any other Person that, either directly or indirectly through one (1) or more intermediate Persons, Controls, is Controlled by, or is under the common Control with the Subject Person;“Agreement” shall mean this Vendor Agreement entered between the Parties for use and access of the Application and it includes terms of use, privacy policy and other policies intimated by Milletzkart over Vendor Panel (or otherwise communicated).

 "Applicable Law" means all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances, or byelaws including but not limited to the Legal Metrology Act, 2009 and the rules thereof and the Consumer Protection Act, 2019 and the rules thereof; (ii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any governmental authority, which have binding effect; or (ii) consent of or from any governmental authority, whether in effect as of the date of this Agreement or at any time thereafter;

 "Business Day" shall refer to any day when the scheduled commercial banks in India are open for business, and shall exclude Sundays and notified public holidays;

 "Control" shall have the meaning set out in Section 2(27) of the Companies Act, 2013, and the terms "Controlling," "Controlled by" and "under common Control with" shall have corresponding meaning;

 “Customer” shall mean a registered user having valid login credentials of the Milletzkart’s website or application who wishes to purchase products listed on it.

 “Data” means a representation of information, knowledge, facts, concepts or instructions which are being prepared or have been prepared in a formalised manner, and is intended to be processed, is being processed or has been processed in a computer system or computer network, and may be in any form (including computer printouts magnetic or optical storage media, punched cards, punched tapes) or stored internally in the memory of the computer;

 “Device” means cell phones, personal digital assistance or combination of both or any other device used to communicate, send or transmit any text, video, audio or image;

 “E-Commerce Portal” shall mean the website ,webpage, portal by whatever name called, designed, developed and operated by Milletzkart, bearing the domain name com;

 "Force Majeure" refers to any event or circumstance beyond the reasonable control of either party, which prevents or substantially hinders the performance of their contractual obligations under this Agreement and such events may include, but are not limited to, natural disasters (e.g., earthquakes, hurricanes, floods), war, terrorism, civil unrest, strikes, epidemics, pandemics, governmental actions or prohibitions, and any other acts of God;

 “Information” includes data, message, text, images, sound, voice, codes, computer programmes, software and databases, microfilm, or computer generated micro fiche;“Intellectual Property” or “IP” includes, but is not limited to, patents (inventions and improvements), trademarks (company, product names, brands and logos), copyrights (original literary, artistic, and digital works), industrial designs (the unique appearance or design of products), trade secrets (confidential and proprietary business information), database rights, methodologies, computer programs (including all source codes), technical information, manufacturing, engineering and technical drawings, know-how, internet domain names and sub-domains and geographical indications (designation of goods originating from a specific place, known for quality or other characteristics);

 "Order" shall mean a final purchase order placed by a Customer with the Vendor through the E-commerce portal or the Application for the purchase of the Product;

 "Person" means any natural person, firm, company, joint venture, partnership, association or other entity (whether or not having separate legal personality);

 “Policy” refers to the policies intimated by Milletzkart via Vendor Panel, by e-mail or posted in the Application which needs to be complied by Vendor for use of the Application including but not limited to terms of use and privacy policy;

 "Product(s)" shall mean such products as are proposed to be sold by Vendor through the Application pursuant to this Agreement;

 “Territory” shall refer to the Republic of India;

2. Vendor’s Scope of Services

The Vendor hereby applies to Milletzkart to list itself as Vendor on the E-Commerce portal of Milletzkart and Milletzkart acts as an aggregator and to make available its platform to the Vendor for the sale of such approved products in accordance with the terms of this Agreement and as further agreed in commercial understanding and in accordance with various Platform rules and policies including privacy policy, Purchase Order Policy, Shipping and delivery, etc.

 The Vendor shall supply a detailed list and description of all such millets and related products ("Products") intended for sale on Milletzkart's platform, morefully described in Annexure A to this Agreement. The Vendor is responsible for ensuring that all listed Products are available for sale and match the provided descriptions in terms of quality, quantity, and price

 The Vendor shall provide accurate and comprehensive information for each Product, including but not limited to descriptions, pricing, nutritional details, and any other information required by applicable law or requested by The Vendor shall also supply high-quality images and/or videos of the Products, adhering to the format, resolution, and standards specified by Milletzkart.3.      Milletzkart’s Scope of Services

Milletzkart shall develop, host, and maintain an online marketplace platform, ensuring its continuous operation, user-friendly interface, regular updates, and integration of the latest e-commerce technologies and features.

 Milletzkart shall also offer a comprehensive system for vendors to list their products, including tools for uploading product details, images, and Milletzkart shall ensure the accuracy, quality, and categorization of product listings for optimal customer discovery and experience.

 Milletzkart shall be responsible for the entire order process, from placement to confirmation, including the management of shopping carts, checkout processes, and payment Milletzkart shall also facilitate order tracking and status updates for both vendors and end customers.

 Milletzkart shall establish and maintain a customer service system to handle inquiries, complaints, and This includes providing timely support, resolving disputes, and maintaining a helpdesk for customer assistance.

 Milletzkart shall also integrate secure and versatile payment gateways to facilitate smooth transaction processing. This shall include managing transaction confirmations, processing refunds or cancellations, and ensuring the highest standards of security and compliance in all financial transactions.

4. Goods, Products or Commodities

 Product Specifications

The Vendor agrees to supply the products as described in Annexure A, attached hereto. The description shall include details such as product name, model number, and any unique identifiers.

 The products supplied by the Vendor must meet the quality standards specified in Annexure B, attached These standards may include, but are not limited to, ingredient quality, freshness, and compliance with relevant industry regulations.

 All products must comply with FSSAI standards and any other applicable local, national, and international acts, statutes, laws and regulations related to the production, labelling, and sale of such products.

 4.2  Labelling and Packaging

The Vendor shall adhere to the packaging requirements outlined in Annexure C, attached hereto. This includes details on packaging materials, dimensions, and any specific packaging instructions.Products must be labelled in accordance with regulatory requirements. The Vendor shall provide Milletzkart with a detailed list of all product labels, including ingredients, nutritional information, allergens, and any other required

 4.3  Criteria for listing and delisting

All such Products covered under this Agreement shall be listed only if they have 20% or more millet content of the total ingredients content and are produced, processed, manufactured or made as per FSSAI guidelines and with all relevant

 Where it is found out that the content of the products of the Vendor which have been listed on the Milletzkart e-commerce portal have millet content less than 20% of the total ingredients content, Milletzkart hereby reserves the right to delist such products of the Vendor without prior intimation or However, prior to such delisting of the products, the Vendor may be given an opportunity to make good such defects through remedial actions.

 Where Products falling under the category mentioned in 3.2 above continues to be listed on the E-commerce portal and subsequently comes to the notice of Milletzkart, the Vendor shall agree to pay twice the amount of Sale Price on all the sales made during the period of default, as a penalty to Milletzkart.

 4.4  Manufacturing Date

The Vendor agrees that the manufacturing date of the supplied products shall have a shelf life of 50% of the period from date of manufacture to the date of expiry or 45 days to the date of expiry, whichever is higher, available to the Customer at the time of delivery.

 In addition to the manufacturing date, the Vendor shall clearly indicate the expiry date on each product's packaging, ensuring that Milletzkart and its customers can easily identify the shelf life of the products.

 In the event that a product with a short remaining shelf life is delivered, delivered advertently or inadvertently by the vendor and it comes to the notice of Milletzkart, vendor agrees to pay a fine of 3 times the cost of product. In case of Repeated offenders, Milletzkart reserves the right to delist the vendor.

 4.5  Communications

The Vendor and Milletzkart may hold regular meetings to discuss product specifications, performance, and any challenges or opportunities forIn the event where Milletzkart discovers any quality issue with any of the products sold on its platform, Milletzkart shall notify the Vendor and give sufficient time to improve the quality of its products to the expected standards. It is expected that the Vendor shall pay attention to such communication and duly resolve any Till such time of the default mentioned herein, Milletzkart reserves the right to delist such products of the Vendor. Further, the affected Customer shall be given the required refund and the Vendor agrees to compensate the aggrieved Customer by means of refund.

5. Pricing and Payment Terms

 Sale Pricing

Vendor shall offer the Products for sale on the Platform on the Sale Price which shall be inclusive of all taxes, duties, levies, warehousing, packaging, shipping and logistics charges and all other charges. The Sale Price shall be in compliance with all applicable laws.

 The Vendor shall not sell or offer to sell such products that are listed on the Milletzkart e-commerce portal at a price lesser than the price which is listed on the Milletzkart e-commerce portal.

 The Vendor shall abide to the structuring of Sale Price indicated in Annexure E to this Agreement. Such price structure may be subject to periodic change and shall be applicable at the time of delivery and or on the Invoice at the discretion and decision of Milletzkart.

 Milletzkart may allow to the Vendor such trade margins or discounts as prescribed in Annexure E from time to time and will be subject to review and revision according to market conditions and other factors.

 5.2  Price Fluctuations

The Vendor may change the price of the Products listed on the E-commerce portal as per accepted commercial norms of fair trade and business practices.

 The Vendor hereby agrees that such revisions to Sale Price shall be made prospectively and shall not affect the Sale Price of those orders which were made by a Customer prior to such change in the Sale Price.

 The Vendor shall comply with the requirements of clause 5.2.2 notwithstanding whether the orders confirmed prior to such change in Sale Price are in the process of packing or delivery or remain unpacked or undelivered.

 In the event of unforeseen circumstances leading to significant cost changes, both parties commit to engaging in good-faith negotiations to arrive at fair and equitable adjustments to pricing that consider the interests of both parties.5.3  Payment Terms

The Vendor shall issue accurate and detailed invoices for each shipment promptly after delivery. Invoices must include product descriptions, quantities, and applicable prices. Invoices shall be sent to the E-commerce Portal's designated billing contact.

 Payment for products delivered shall be made by the E-commerce Portal within period batches of 15 days each per batch (“Batch Payment date”) wherein settlements would be done for all the transactions that have been undertaken within 15 days prior to such periodic Batch Payment dates . Late payments may be subject to interest charges as speci𝑓ied in 3.3

 If payment is not received by the due date, the E-commerce Portal agrees to pay interest on the overdue amount at a rate of 1% per month, or the maximum rate permitted by law, whichever is lower.

 Payments shall be made through [insert preferred payment method], as agreed upon by both parties. Any changes to the payment method must be mutually agreed upon in writing

 To encourage price stability, Milletzkart and Vendor may explore entering into longer-term pricing agreements or contracts, providing stability in pricing for a specified period.

6. Orders and Processing:

Ordering Procedure

The Vendor hereby acknowledges that customers and/or consumers would place orders through Milletzkart's e-commerce portal.

 The Vendor hereby agrees to process these orders promptly and efficiently, acknowledging the receipt of each order efficiently as per the stimulated norms of the E-Commerce Portal.

 The Vendor shall commit to fulfilling all customer orders accurately, timely and promptly. Unavailability or non-fulfilment of the order by Vendor shall result in reduction of Vendor’s rating on the e-commerce Further, Vendor agrees to make good Milletzkart the cost of sale.

 In the event any order is either reversed or returned or refused by a Customer or if a refund is sought by a Customer due to products being sub-standard or defective or altered or modified or replaced, the Vendor hereby agrees that Milletzkart shall be entitled to levy the Service charges, plus a penalty of the service charge of the product as may be decided between the Vendor and Milletzkart and the said charges will be deducted from the amount due and payable to the Vendor.Further, irrespective of the occurrence of event mentioned in 6.1.4 above, Milletzkart shall debit the Service charges (up to a maximum limit of 500) to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event the Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against Milletzkart.

6.2  Vendor Rating

The Vendor shall be rated for internal quality Such Vendor rating shall be made after considering, inter alia, the following parameters.

Completion of orders on time or Delivery mismatches

Customer ratings

Returns and complaints and Vendor’s response to such

 6.3  Logistics

The Vendor shall, upon confirmation of an order, dispatch the products for shipment in accordance with the agreed-upon delivery The Vendor shall be responsible for ensuring that products are adequately packaged and labelled for shipment.

 The Vendor agrees to adhere to the agreed-upon delivery timeframes as specified in Annexure D. Any delays in delivery must be promptly communicated to Milletzkart and the affected customers, with a proposed resolution.

 Upon successful delivery, the Vendor shall promptly provide Milletzkart's E- commerce portal with confirmation of delivery. This confirmation shall include details such as the delivery date, time, and confirmation of receipt by the

 In the event that a customer wishes to return a product or reports a defective item, Milletzkart will work with customer and facilitate return and Vendors are expected to cooperate with Milletzkart to facilitate returns, replacements, or refunds in accordance with the agreed-upon return policy outlined in this Agreement.

7. Quality Assurance

It is hereby explicitly agreed by the Vendor that the Vendor shall maintain consistent product quality as outlined by FSSAI and other applicable laws and regulations for the time being in force and ensure that all products meet the specified standards outlined in Annexure B. Any deviations from these standards should be promptly addressed to minimize customer dissatisfaction.

 The Vendor agrees to maintain high-quality standards for all products supplied under this agreement. The quality standards may include, but are not limited to, ingredient quality, freshness, nutritive value, use of permitted natural and artificial flavours, acidity regulators and compliance with applicable laws and regulationsMilletzkart may provide the Vendor with aggregated customer feedback related to product quality, packaging, and The Vendor is encouraged to use this feedback to continuously improve their services.

8. Audit and Inspection

Inspection

Milletzkart reserves the right to inspect the Vendor's facilities as furnished to Milletzkart during time of vendor onboarding and renewal with respect to its production processes, and products at any reasonable Such inspections may be conducted either by Milletzkart or a third-party representative designated by Milletzkart.

 The Vendor shall be given reasonable notice of any planned inspections, except in cases where surprise inspections are deemed necessary due to urgent circumstances. Vendor is required to keep ready legally necessitated documents handy. Milletzkart will give sufficient time in case of inspection of premises.

 8.2  Records and Testing

Milletzkart reserves the right to take samples of products at any stage of production or upon receipt at Milletzkart's facility. Further, Milletzkart can demand copy of testing reports as a part of onboarding and renewal process and in case of any customer complaints The cost of sampling and testing shall be borne by the Vendor.

 Milletzkart expects the Vendor to upload the testing documents every 6 months as per FSSAI guidelines.

9. Representations and Warranties

Vendor warrants thatit will use best efforts in providing Services and shall provide such Services in a professional and workmanlike manner;

 it shall perform the Services in accordance with applicable laws;

 that the Services provided shall not infringe on any third- party rights including intellectual property rights of any third parties.

 all consents, permissions, approvals, authorisations, orders, registrations or qualifications of, or with, any court or governmental authority having jurisdiction over Vendor, have been obtained, are valid, and shall be kept current, valid and fully operational during the Term pursuant to Applicable Law;

 The execution and delivery of this Agreement, the completion of the transactions outlined herein, and adherence to the terms and conditions of this Agreement by Vendor will not:Conflict with or infringe upon any third-party

Result in a breach or default under any legal restriction, including but not limited to judgments, orders, injunctions, decrees, or rulings of any court or governmental

Violate any federal, state, local, or other law, statute, rule, or

Contravene any covenant, agreement, or instrument to which Vendor is a party or by which Vendor or its property is bound.

Violate its constitutional documents. In essence, Vendor ensures that all aspects of this Agreement comply with applicable legal standards without conflicting with existing obligations or infringing upon any rights.

 Vendor has all requisite approvals, authorisations and permissions from the brand owners to sell the Products through all channels of sale and to promote, market and use the Product Privileged & Confidential images, Product name, brand name and Product description; and

 Vendor is solely responsible for discharge of all tax liabilities and related compliances sales of all products and services sold on the Application.

 Vendor shall not use the Service Provider Business for any purpose other than Vendor’s Business and in relation to the Products.

 Vendor shall manage and maintain sufficient inventory of the Products which the Vendor offers to sell to End Customer on the Platform through Platform Services and shall mandatorily deliver the Products as purchased by the End Customer to Milletzkart within such time as may be decided between the parties.

 Vendor shall pass on the full warranty or guarantee received on the Products from the third party manufacturers or third party suppliers to the End Customer and shall fully support the End Customer to enforce such warranty or guarantee.

 Vendor shall provide such necessary assistance (at no additional direct cost to Milletzkart) as may be required to facilitate Milletzkart to carry out its obligations under this Agreement.

 Vendor shall not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the Brand Name

 Vendor shall further expressly agree that the Vendor shall not engage in supply or listing of any alcohol or related products, products containing opium, narcotic substances, restricted drugs, Ganja, weed, cocaine, heroin and the like in any composition whatsoever on the E-commerce portal.

 All Know your customer (KYC) information including GST registration provided at the time of onboarding is correct.10.  Use of the Platform

The Vendor acknowledges and comprehends that Milletzkart and the Platform solely provide hosting services to their registered users and individuals browsing or visiting the All items advertised or listed, along with their contents, are provided by registered users and constitute third-party user-generated content. Milletzkart holds no responsibility or liability regarding Vendor and third-party user-generated content. Milletzkart does not originate, initiate, select the sender or receiver of transmissions, nor does it modify the information within the transmission. Acting solely as an intermediary, Milletzkart shall not interfere in transactions between Vendor and end Customers or Consumers.

 The Vendor agrees, undertakes and confirms that the use of the Platform shall be strictly governed by the following binding principles:

The Vendor is prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating, or sharing any information or image that:

 Belongs to another person without the right to do

 Is grossly harmful, harassing, blasphemous, defamatory, bigoted, obscene, pornographic, paedophilic, libelous, invasive of privacy, hateful, or racially, ethnically objectionable, disparaging, related to or encouraging money laundering or gambling, or otherwise unlawful.

 Is unlawfully threatening or harassing, including but not limited to content falling under the 'indecent representation of women' as defined by the Indecent Representation of Women (Prohibition) Act, 1986.

 Contains false, inaccurate, or misleading

 Is patently offensive to the online community, such as sexually explicit content or content that promotes obscenity, paedophilia, racism, bigotry, hatred, or physical harm against any group or individual.

 The Vendor is not allowed to engage in or promote activities that:

 Harass or advocate the harassment of another

 Involve the transmission of 'junk mail,' 'chain letters,' unsolicited mass mailing, or 'spamming,' including the use of unrelated feedback on surveys for spamming purposes.

 Promote illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous.

 Infringe upon or violate any third party's rights, including but not limited to intellectual property rights, rights of privacy (such as unauthorized disclosure of personal information), or rights of publicity.Promote an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links, information to circumvent manufacturer-installed copy-protection devices, or pirated music or links to pirated music files.

 The Vendor is not allowed to provide instructional information about engaging in illegal activities, which includes but is not limited to making or buying illegal weapons, violating someone's privacy, or providing instructions for creating computer

 Participating in commercial activities and/or sales, including but not limited to contests, sweepstakes, barter, advertising, pyramid schemes, or the buying or selling of 'virtual' items related to the Platform, is not allowed without our prior written

11. Vendor Account Deactivation

In accordance with our policy, if the Vendor requests account closure, the account will be temporarily suspended for a period of 90 days. This ensures a smooth closure of transactions made prior to the closure request, during which the Vendor can access and download payment and taxation reports if needed. After the 90-day period, the Vendor must contact us to confirm report download completion and request account deactivation again. Upon receiving this confirmation and ensuring no outstanding payments are due, Milletzkart will deactivate the Vendor's account.

 Certain information, including the registered mobile number, registered email ID, GSTIN, and other transaction-related details, will be retained by Milletzkart at all times. This retention is for audit purposes and to prevent potentially fraudulent activities by Vendors in the If a Vendor decides to resume business with Milletzkart, creating a new account will not be possible. However, the older account can be restored if required.

12. Intellectual Property Rights

Except as expressly set forth herein, as, between the Parties, each Party is and shall remain the owner of all intellectual property that it owns or controls as of the Effective

 The Vendor represents and warrants that it has full and unrestricted ownership of all intellectual property rights associated with the products supplied under this agreement, including but not limited to trademarks, copyrights, patents, and trade secrets. However, the Vendor agrees that all intellectual property rights over, including without limitation to designs, drawings, notes, marketing and other information created during and within the scope of this Agreement as part of the Services by the Vendor, constitutes work made for hire and all rights over such work shall be the exclusive property of Milletzkart (“Company IP Property”).Vendor shall not be entitled to claim any right or interest over Milletzkart IP Property. Vendor shall do all acts, deeds and things including execution of necessary documents, without charge or compensation but at the cost of Milletzkart, for fully and effectively vesting in Milletzkart the rights in any Company IP Property developed by it.

 The Vendor hereby grants Milletzkart a non-exclusive, royalty-free license to use, reproduce, display, and distribute any intellectual property associated with the products for the purpose of marketing, selling, and distributing the products through Milletzkart's e-commerce portal.

 The Vendor shall indemnify and hold Milletzkart harmless from any claims, damages, or losses arising out of or related to any alleged infringement of intellectual property rights by the products supplied under this agreement.

 Where the Vendor becomes aware of any potential or actual infringement claims related to the products or their intellectual property, the Vendor shall promptly notify Milletzkart in writing, providing all relevant details.

 Any proposed changes to the intellectual property associated with the products must be communicated to Milletzkart in writing, and such changes shall only be implemented with the prior written consent of Milletzkart.

 The Vendor shall not use Milletzkart's trademarks, trade names, logos, or any other intellectual property without the prior written consent of Milletzkart, except as expressly permitted under this agreement.

 Upon termination of this agreement, the Vendor shall promptly return or destroy all copies of Milletzkart's confidential information and intellectual property, and cease all use of such intellectual property.

13. Confidentiality

Vendor shall maintain absolute confidentiality and secrecy with respect to the terms and conditions of this Agreement and shall treat any information, revealed to it in furtherance of this Agreement as completely confidential and shall further ensure that if the information is required to be disclosed to a third party, it shall be done only on a ‘need to know basis after first obtaining the prior written consent to reveal such information from Milletzkart. The confidentiality obligations under this clause shall not apply to any such information which

generally becomes available in the public domain prior to disclosure thereof; or

is required to be disclosed by Vendor under applicable law, provided Vendor to the extent permitted under applicable law, provides Milletzkart with reasonable notice so that Milletzkart may contest such order or requirement.The Vendor hereby acknowledges that the breach of any of its obligations or representations under this clause 14 is likely to cause or threaten irreparable harm and, accordingly, Milletzkart shall be entitled to seek equitable relief to protect its interests therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.

 The intellectual property rights associated with the Products and the brand thereof are the Vendor's property and that the Vendor undertakes such Products do not infringe the intellectual rights of any third party or that the Vendor has necessary authorization and permission from the lawful owner of the brand and/or Products to allow the Vendor to sell the Products on the Application.

 The Vendor acknowledges that the Confidential Information constitutes unique, valuable and special trade secret and business information of the Milletzkart and its Affiliates, and that any disclosure thereof (otherwise than as provided for herein) may cause irreparable injury to Milletzkart. Accordingly, the Parties acknowledge and agree that as the breach or threatened breach of this clause by Vendor would result in irreparable damage to Milletzkart or its Affiliates which cannot be adequately compensated by monetary relief alone, and that Milletzkart or its Affiliates shall be entitled to seek injunctive relief from an appropriate court of law.

 13.5                      Ownership Confidentiality

Both Parties agree to safeguard and maintain the confidentiality of the following information:

Intellectual Property

Data

Users' identities

Information about sold Products

Users' buying history

Software, documentation, hardware equipment devices, tools

Any information related to the Parties' organization, finance, transactions, or affairs (collectively referred to as "Confidential Information").

 Each Party's Confidential Information is exclusively owned by that Party and its

 The recipient Party shall not disclose the Confidential Information to any third party or use it for purposes other than fulfilling obligations under this Agreement, unless required by Applicable Law or with prior written consent from the disclosing Party or its Affiliates.

 All Confidential Information must be used in a manner consistent with the Agreement's intention and spirit.If ownership of any Confidential Information does not automatically vest in Milletzkart or its Affiliates, Vendor transfers and assigns all rights, title, and interest to Milletzkart upon creation, waiving any moral rights.

 Vendor agrees to take reasonable steps to protect Milletzkart's Confidential Information. Vendor, its employees, affiliates, representatives, agents, and subcontractors with access to such information must adhere to confidentiality obligations as stringent as those covered under this Agreement.

 The Parties mutually acknowledge that this Agreement does not, by implication or otherwise, confer any rights to the other Party in trade secrets, trademarks, trade names, know-how, certifications, or other intellectual property ("Intellectual Property"). Any utilization of Milletzkart's Intellectual Property by the Vendor shall exclusively benefit Milletzkart and its Affiliates. The Vendor is prohibited, both presently and in the future, from seeking or challenging the validity of any of Milletzkart's Intellectual Property. Additionally, the Vendor must refrain from applying for or using any term or mark that might cause confusion with Milletzkart's Intellectual Property. The Vendor recognizes Milletzkart and its Affiliates as the rightful owners of Milletzkart's Intellectual Property. The Vendor also commits to refraining from any direct or indirect challenges to the rights associated with Milletzkart's Intellectual Property or any actions that could compromise Milletzkart or its Affiliate’s rights over such Intellectual Property.

14. Indemnification

Without waiving any other rights Milletzkart may have under Applicable Law or within the terms of this Agreement, the Vendor hereby agrees to defend, indemnify, and hold harmless Milletzkart, along with its directors, officers, agents, and assigns, from any and all losses, liabilities, damages, deficiencies, demands, claims (including those from third parties), actions, judgments or causes of action, assessments, interests, fines, penalties, diminution in value, and other costs or expenses (including settlement amounts, court costs, attorneys' fees, and out-of-pocket expenses). These shall directly or indirectly arise from, be based upon, result from, or be related to:

any failure by Vendor or its personnel to perform or otherwise fulfil any covenant, undertaking or other agreement or obligation contained in this Agreement;

 any breach of terms of this Agreement including Policies, Vendor Policies, representations, warranties, covenants by the Vendor or its personnel;

 any liability due to any non-compliance or violation of any Applicable Law by Vendor during the Term;

 any liability arising due to not furnishing requisite valid and existing approvals, licenses or registrations under the Applicable Law including Food Safety and Standards Act, 2006 and rules thereof;

 gross misconduct, wilful negligence or fraud committed by Vendor;any act or omission by the Vendor resulting in any third-party claims to Milletzkart;

 any loss, misappropriations, misuse, infringement or damage to the Confidential Information which are in its possession or its personnel or any other persons engaged by Vendor or within the control its control;

 fines, penalties, or punitive damages resulting from supervisory actions against Vendor and caused by Vendor, as well as private settlements due to omissions and commissions by Vendor;

 any liability arising from a claim from a User, resulting from a deficiency in any Product sold by Vendor; or

 any third party infringement action initiated against Milletzkart as a consequence of using intellectual property as provided by Vendor to Milletzkart under this Agreement or its breach of such third party right.

15. Limitation of Liability

 In no event shall either Party be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of this Agreement.

 Except for the indemnification obligations contained in clause 6 of this Agreement, either Party’s aggregate liability and that of its affiliates, officers, employees, agents, vendors, and licensors, relating to any dispute arising out of this Agreement, will be limited to an amount equal to the Fees paid by Milletzkart immediately prior to the first event or occurrence giving rise to such liability.

 The limitations on liability set forth in this Agreement apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if advised of the possibility of such damages.

 Notwithstanding anything to the contrary, nothing in this Agreement shall limit or exclude liability for (a) death or personal injury resulting from negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited by Applicable Law.

16. Terms and Termination

Unless terminated by either Party in writing in accordance with this clause, the Agreement shall remain in force until terminated by a Party in accordance with thisThis Agreement may be terminated only under the following circumstances:

The Agreement may be terminated by Milletzkart for no cause, at any time by providing Vendor with a prior written notice of three (3) business days.

 Both Parties may terminate this Agreement upon mutual consent in

 Without the need for additional action or notice, except for informing the Vendor of termination, this Agreement may be terminated immediately in the following events:

Misconduct or negligence by the Vendor or its

 Violation of any Applicable

 Failure by the Vendor to obtain or maintain a valid license, permit, or approvals in accordance with the Applicable Law, including the Food Safety and Standards Act, 2006, Consumer Protection Act, 2019, for listing, selling, and distributing

 Reasonable belief that the Vendor has infringed the intellectual property of any third party.

 Issuance of a winding-up order or declaration of insolvency against the Vendor by any court, with an official liquidator/receiver appointed for its affairs, except in cases of mergers, amalgamations, acquisitions, or other approved schemes or arrangements involving the Vendor.

 Milletzkart reserves the exclusive right, at its sole discretion, to remove/delist the Products, temporarily suspend this Agreement, and/or blacklist/deactivate the Vendor in the event of any breach by the Vendor, in accordance with the Vendor Deactivation

 The termination of this Agreement under any of the aforementioned circumstances shall not impact or undermine any rights that have accrued to any Party before such termination. Following termination, Milletzkart shall promptly settle all undisputed outstanding amounts owed to the Vendor under this Agreement, contingent upon the receipt of Milletzkart's Service Fee/Vendor's Commission from the Vendor, as

17. End Customer Data

The End Customer Database shall be proprietary to the Milletzkart. Milletzkart shall alone retain all rights including all Intellectual Property Rights in the End Customer Database and unless specifically agreed to in writing by the Milletzkart, no rights in or to the End Customer Database are deemed to have been granted to the Vendor.

 To the extent Vendor derives any rights in the End Customer Database by virtue of it undertaking the Vendor Business, the Vendor shall hold such rights in trust for Milletzkart and the Vendor shall do and undertake all such acts to exclusively assign such rights in the End Customer Database to Milletzkart.The Vendor further agrees that

all the End Customer Database shall be treated as Confidential Information of the Milletzkart for the purposes of this Agreement;

 Milletzkart being the owner and proprietor of the End Customer Database shall be entitled to use, store and exploit the same in any manner as may be deem fit by the Milletzkart and in accordance with Service Provider’s privacy policy as provided on the Platform from time to time; and

 Vendor shall not use the End Customer Database other than selling the Products by availing Milletzkart Business or required for law enforcement purposes and shall in no way sell, transfer or otherwise exploit the End Customer Database without the express written consent of the Service Provider

18. Governing Law and Jurisdiction

This Agreement shall be governed in accordance with the laws of the Republic of India. The Parties agree that the courts at [Jurisdiction] shall have exclusive jurisdiction over disputes arising out of this Agreement.19.  Assignment

This Agreement and any rights or obligations hereunder may not be assigned by either Party without the prior written consent of the other Party. This Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.20.  Notice

Notices under this Agreement must be in writing and will be delivered personally (including delivery by courier or reputable overnight delivery service) or sent by certified mail with return receipt requested to the addresses stipulated at the beginning of this Agreement. Items delivered personally will be deemed delivered on the date of actual delivery. Items sent by certified mail will be deemed delivered on the date the return receipt is signed. In addition to the aforementioned methods, notices may also be transmitted via email to the email addresses provided by each Party for communication purposes. Notices sent by email will be considered delivered upon the sender receiving an electronic acknowledgment of receipt, provided that the email transmission does not generate an automatic bounce-back notification.

 A Party reserves the right to change its contact information and must communicate such changes through a written notice delivered in accordance with this clause. Any notice of change of contact information will take effect five (5) days after delivery21.  Independent Contractors

The relationship of Milletzkart and Vendor established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed as constituting any other relationship such as partnership, joint venture, association, holding- subsidiary relationship, investor-associate relationship and the like.22.  Force Majeure

Under no circumstances shall either Party bear responsibility or liability for any failure or delay in fulfilling its obligations hereunder due to forces beyond its control, whether directly or indirectly caused. These uncontrollable factors encompass, but are not limited to, strikes, governmental actions, accidents, war or terrorism, pandemics, civil or military disturbances, nuclear or natural catastrophes, acts of God, extreme weather conditions, fire, or other unforeseen circumstances ("Force Majeure Event").

 It is explicitly acknowledged that the Party claiming a Force Majeure Event will exert reasonable efforts, consistent with accepted industry practices, to promptly resume performance as practicable under the prevailing Such efforts include, but are not limited to, implementing alternative methods, seeking alternative sources, and mitigating the impact of the Force Majeure Event to the best extent possible.

23. Amendments & Modifications

Milletzkart reserves the right to change or modify the Agreement or the Policies in the Vendor Panel at any time, or through any other written means, for reasons deemed fit and appropriate by Milletzkart, with immediate effect. Milletzkart shall make reasonable efforts, at its sole discretion, to notify the Vendor of any such change or modification. This notification may occur through an email sent to the registered email address of the Vendor and/or by displaying the change on the Vendor's notice board in the Vendor Panel, or through other written means. The Vendor's continued use of the Services after the effective date of any such change, in accordance with this clause, will be considered as acceptance of the modified terms and conditions.

 It is hereby further expressly agreed by the parties that the Product quality is the responsibility of the Vendor and the Order-delivery logistics is the responsibility of

24. Entire Agreement

This Agreement constitutes the complete and exclusive statement of the Agreement between the Parties regarding the Services hereunder. This Agreement supersedes and replaces any prior agreements between the Parties.

25. Survival

The respective obligations and/or rights of the Parties under this Agreement, which are expressly or by implication intended to continue in effect after the termination or expiration of this Agreement, shall survive termination or expiration of this Agreement.IN CONSIDERATION THEREOF, the Parties by their duly authorized representatives hereunto have executed this Agreement as of the date set forth above.

Annexure B Quality Standards

Vendor shall comply with the prescribed quality standards to ensure the safety and satisfaction of consumers. Such standards shall be regulated by relevant authorities, inter alia, Food Safety and Standards Authority of India (FSSAI). The compliance with these standards may encompass, among other requirements, the following:FSSAI License: Vendor is hereby mandatorily required to secure and maintain a valid FSSAI license or registration, as applicable, depending on the scale and nature of their business operations.

 Quality Assurance: Vendor shall ensure that, all food items and grains forming part of Annexure A to this Agreement, conform to the quality standards prescribed by the FSSAI, guaranteeing their safety for consumer consumption.

 Hygiene Standards: Vendor shall hereby uphold rigorous hygiene standards throughout their storage, handling, and packaging processes to mitigate the risk of contamination.

 Labelling Requirements: All products listed in Annexure A to this Agreement shall be accurately labelled, mandatorily providing essential information including ingredients, nutritional content, allergens, and manufacturing and expiry dates, in compliance with FSSAI specifications.

 Packaging Standards: Vendor shall utilize food-grade packaging materials appropriate for the type of food items being Furthermore, packaging shall be securely sealed and tamper-proof, in accordance with FSSAI specifications. Vendor shall hereby note and acknowledge that compliance with this clause is mandatory.

 Pesticide Residue Limits: The Vendor shall mandatorily ensure that grains and other agricultural products do not exceed the Maximum Residue Limits (MRLs) for pesticides and other harmful chemicals, as established by the FSSAI.

 Food Additives: The usage of food additives by the Vendor shall be in strict compliance with the regulations and standards specified by the FSSAI.

 Organic Certification (as applicable): The Vendor claiming to sell organic food items shall mandatorily be required to obtain and maintain certification from organic certification bodies that are duly recognized and accredited by the FSSAI.

 Compliance with Food Safety and Standards Act: The Vendor must comply with all provisions of the Food Safety and Standards Act, 2006 (FSS Act) and as amended, including the rules and regulations made thereunder.

 Complaints and Redressal Mechanism: The Vendor shall have a system in place to address customer complaints regarding product quality, safety, or other related issues.Annexure C Packaging Standard Product Packaging:

Food-Grade Materials: The Vendor shall use primary packaging materials that are food- grade and materials which comply with the Indian Food Safety Rules and regulations.

 Outer Packaging: The Vendor shall hereby ensure that outer packaging complies with the current FSSAI Labelling Guidelines.

 Material Compatibility: The Vendor shall match and choose packaging materials that are suitable for the specific type of food item or grain, such as plastic, jute, glass, metal, fibre, paper or While choosing plastic, the Vendor shall hereby acknowledge to use only food grade plastic packaging materials.

 Sealing: The Vendor is required to ensure that primary packaging is securely sealed to prevent contamination and maintain freshness.

2. Labelling:

Product Name: The Vendor shall clearly label the product name, including any specific variety or type.

 Ingredients: The Vendor shall also be required to list all ingredients in descending order of predominance by weight. The Vendor shall also clearly indicate any allergens present in the product. The Vendor shall further provide accurate nutrition facts per serving.

 Expiry Date: The Vendor must clearly mark the expiration or "best before" date in compliance with Indian food labelling regulations.

 MRP: The Vendor shall be required to display the Maximum Retail Price (MRP) on the packaging as per legal requirements.

 Barcode: The Vendor may include a scannable barcode with the product's unique identifier, complying with Indian standards (e.g., GS1 India).

 Batch Number: The Vendor shall include the batch number on the packaging to ensure traceability of the product, as applicable.

 Net Quantity: The Vendor shall further take measures to state the net quantity of the product in terms of weight, volume, or number, depending on the nature of the product.

 Vegetarian/Non-Vegetarian Symbol: The Vendor shall hereby mandatorily and adequately, without any error and with utmost care, display the appropriate symbol (green dot for vegetarian, red dot for non-vegetarian) as per the Food Safety and Standards (Packaging and Labelling) Regulations.Manufacturer and Packer Information: The Vendor shall include the name and address of the manufacturer or packer, or both, on the label, as applicable.

 Country of Origin: Where applicable, the Vendor shall clearly specify the country of origin, especially for imported products, as per legal requirements.

 Storage Instructions: The Vendor shall provide storage instructions that are essential for maintaining the quality of the product until its intended use.

3. Secondary Packaging

Protection: The Vendor shall use secondary packaging to provide additional protection during transportation and shipping, ensuring that the integrity of the primary packaging and the product itself are maintained.

 Labelling: The Vendor shall include all required labelling on the secondary packaging. This includes, but is not limited to, invoice details, logistics information, and regulatory compliance information.

 Recyclability: The Vendor is hereby encouraged to use recyclable materials for secondary packaging to support environmental sustainability.

 Tamper Evidence: The Vendor shall take adequate measures and safeguards to ensure that Secondary packaging is designed to provide tamper evidence, ensuring that any unauthorized access or tampering is easily detectable.

 Handling Instructions: Where the product requires specific handling conditions (such as "Keep Upright" or "Fragile"), such instructions shall be prominently displayed on the secondary packaging by the Vendor.

4. Packaging Size:

Optimal Size: The Vendor must select packaging sizes that are appropriate for the quantity of food being sold, taking into consideration consumer preferences and shipping efficiency. This includes optimizing the volumetric weight to minimize transportation costs and environmental impact.

 Standardization: The Vendor should standardize packaging sizes where possible to facilitate logistics, reduce costs, and simplify inventory management.

 Customization: Where necessary, the Vendor may offer customized packaging sizes to meet specific market demands or customer requirements, provided that all such customizations comply with the relevant food safety and labelling regulations.

 Efficiency: Packaging sizes should be designed to maximize space utilization during shipping and storage, thereby enhancing overall logistical efficiency.5.      Shipping Cartons:

Sturdy Construction: The Vendor shall use sturdy shipping cartons made of corrugated cardboard or other suitable materials that are capable of withstanding the weight and stresses of the packaged food items during transit.

 Cushioning: Adequate cushioning shall be provided by the Vendor inside the shipping carton to prevent product damage during This may include the use of bubble wrap, foam, or other shock-absorbing materials that ensure the products are securely packed and remain intact.

 Sealing: Shipping cartons shall be securely sealed with durable tape or other sealing materials to prevent opening and exposure during transportation.

 Size Appropriateness: The Vendor shall select the size of the shipping carton to optimally fit the number and type of products being shipped, avoiding excessive space that could lead to movement and damage, yet ensuring there is enough room for proper

6. Temperature Control (where applicable)

Insulation: The Vendor shall use insulated packaging or thermal liners for perishable food items that require temperature control during shipping to maintain the integrity and quality of the products.

 Sealing and Waterproofing: The Vendor shall ensure that the packaging is sealed and waterproof to protect the integrity of cold packs or gel packs and prevent any leakage

 Labelling for Handling: The Vendor shall clearly label packages with necessary handling instructions such as "Keep Refrigerated", "Keep Frozen", or "Do Not Freeze" to inform logistic handlers of the care requirements during transportation.

 Cold Packs: The Vendor shall include, where the situation so requires, cold packs or gel packs or silica gel powder in the packaging to maintain the desired temperature throughout the transit period, especially when shipping refrigerated or frozen products. This is essential to ensure that the products remain within safe temperature ranges and comply with food safety regulations

7. Compliance with Regulations:

Food Safety and Standards Authority of India (FSSAI): The Vendor shall ensure full compliance with all applicable rules, guidelines, circulars, notifications and regulations issued by the Food Safety and Standards Authority of India, including but not limited to labelling requirements, food safety standards, and licensing mandates for food businessPackaging and Labelling Regulations: The Vendor shall be required to adhere strictly to the Packaging and Labelling Regulations as stipulated under the Legal Metrology Act, 2009. This includes compliance with mandatory declarations, packaging standards, and accurate measurements.

 Consumer Protection Act, 2019: The Vendor shall ensure adherence to the Consumer Protection Act, 2019, particularly in aspects related to false or misleading advertisements, consumer rights to be informed, and other relevant consumer protection provisions.

 Health and Safety Codes: Vendor shall ensure mandatory compliance with local health and safety codes, particularly in relation to the storage, handling, and transportation of food products to ensure public health and safety.

8. Documentation:

FSSAI License: The Vendor shall obtain the necessary FSSAI licenses or registrations appropriate for the scale and nature of the business operation involved in selling food items It shall be mandatory to display the FSSAI license number on the packaging as required by regulations.

 GST Compliance: The Vendor shall ensure all invoices are GST-compliant, listing all applicable taxes clearly and including the Vendor's GST registration number.

 Record Keeping: The Vendor shall maintain comprehensive records of all transactions, production batches, supply chains, and compliance checks in accordance with statutory requirements and for audit purposes.

 Product Traceability: The Vendor shall further implement a system for product traceability that allows for the tracking of food items from the point of manufacture to delivery, facilitating the recall of products if necessary.

 Legal Declarations: The Vendor shall include all necessary legal declarations on the packaging and in documentation, such as liability disclaimers, terms of use, and user instructions, to comply with legal standards and consumer rights laws.Annexure D Delivery Timeframe Variability of Delivery Timelines: The delivery timelines may vary from time to time based on the logistic partners appointed by Milletzkart. The delivery schedule and timeline will also depend on the geographical locations of both the vendor and the customer. Despite these variations, standard delivery times will be adhered to as much as possible.Standard Delivery Times:

 ParticularsDelivery datesIntra-cityDelivery within 3 to 5 daysInter-cityDelivery within 3 to 5 daysBetween MetrosDelivery within 5 to 7 daysRest of IndiaDelivery within 7 days, except in Kerala, Jammu & Kashmir, and the North-Eastern statesNotification of Changes: Any changes in these logistics arrangements will be communicated to the vendors periodically to ensure timely updates and adjustments.Agreement on Use of Logistics Provider:

 Vendors hereby agree to exclusively use the logistics provider appointed by Milletzkart for the delivery of their products at all times, ensuring consistency and reliability in the service provided to customers.

Annexure E Product Sale Price Structure

Milletzkart Referral Fee/Commission to VendorsThe Vendor hereby acknowledges and agrees that the Milletzkart operates with a 40% markdown on the Maximum Retail Prices (MRPs), inclusive of GST, on its Milletzkart e- commerce platform. Settlement of Payments to Vendors

Milletzkart shall remit to the Vendor the net amount recoverable, calculated as the Sale Price minus the aggregate of shipping charges, service charges, and shipment costs for approved order(s) executed through the Online Store. The Vendor further acknowledges and agrees that the shipment cost may vary per transaction (by a particular customer) and shall be independent of the quantity shipped in a single transaction by that customer. Shipping and Handling Shipping Costs:

Shipping costs shall either be borne by the Customer or Milletzkart, as

The computation of shipping costs shall be based on the Pickup Zone, Destination, and the greater of Actual Weight or Volumetric Weight, as stipulated by Milletzkart.

 Packaging and Labelling Requirements:

The Vendor shall hereby be solely responsible for the packaging and labelling of

The Vendor shall mandatorily use Milletzkart BOPP (Biaxially Oriented Polypropylene) Adhesive Tape, which is to be procured at a nominal cost, is for all orders fulfilled through the Milletzkart portal.

 General Provisions

The terms outlined herein may be subject to alterations, modifications, reviews and amendments at the discretion of Milletzkart.

For additional details on packaging, reference may be made to Annexure C forming part of this Agreement.

This Annexure aims to clearly delineate the financial and operational responsibilities between Milletzkart and its Vendors, ensuring clarity and mutual understanding in their commercial engagements.