Standard Agreement for Sellers
Created on Sept 10, 2017
STANDARD SELLER AGREEMENT
THIS AGREEMENT IS EXECUTED BETWEEN:
The Seller representing itself through its authorized signatory referred to as the (“Seller”) unless it be repugnant to the context or meaning thereof, be deemed to mean and include Seller heirs / subsidiaries, affiliates, successors and permitted assignee) hereinafter referred to as the FIRST PARTY;
GETIT E-Commerce Company WLL, a company incorporated in Qatar having CR No 92947 with its office at Doha (hereinafter referred to as GETIT.QA, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assignee) hereinafter referred to as the SECOND PARTY.
Seller and GETIT.QA may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.
GETIT.QA owns and operates a website located at the URL www.getit.qa protected by a firewall (the “Website”) and conducting the business of E-Commerce through the website, including making available an online platform (online marketplace) for different sellers to sell their products and for different buyers to access variety of products and to purchase the products offered by sellers;
The seller has registered itself as a seller with GETIT.QA and is desirous of selling, the products and services through the E-Commerce website on the terms and conditions set out in this agreement.
AND HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:
Eligibility of the Seller
The sellers who have completed GETIT.QA’s Seller Registration form as required by GETIT.QA only are eligible for entering into this contract.
The following terms/expressions shall have the meaning expressed herein under unless the same is differently defined in any other part of this contract.
1.1. “Acceptance” shall mean the affirmative action of the seller by sending the online marketplace (GETIT.QA) a confirmation of accepting the terms and conditions set out in this agreement.
1.2. “Agreement” shall mean this Seller Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.
1.3. “Banned Products” shall mean the products/goods/articles which are banned as per Qatar law.
1.4. “Buyer” shall mean any user of the Website who purchases any Product/ Services of the Seller through the Website.
1.5. “GETIT.QA’s Marketing Fees” shall mean a percentage of the Selling Price payable to GETIT.QA by the Seller on the sale of any Product through the Website. This percentage may vary from Product to Product, as provided in the Commercial Term Segment that may be fixed from time to time.
1.6. “Courier Fees” shall mean the fees payable to GETIT.QA for availing of the courier services through GETIT.QA’s Courier Partners (“Courier Partner” whom GETIT.QA has partnered for couriering / delivering) and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.
1.7. “Fulfillment Centre” shall means a building / warehouse, identified by online marketer to the Seller, at GETIT.QA’s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.
1.8. “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.
1.9. “Invoice” shall mean the invoice as may be raised by the Seller on the purchase of a Seller’s Product by a Buyer, through the Website.
1.10. “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges.
1.11. “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.
1.12. “Product(s)/Services” shall mean the product(s)/Services, made available by the Seller for sale on the Website.
1.13. “Selling Price” shall mean the price of a Product in QAR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website and that shall include all the taxes and delivery charges.
1.14. “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the GETIT.QA’s Marketing Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.
1.16. “Term” shall mean the period commencing from the date of acceptance of this Agreement by the Seller up to the termination of this Agreement or the completion of any transaction with any customer which has already commenced whichever is later.
1.17. "Territory” shall mean the State of Qatar.
1.18. “Website” shall mean the website located at the URL http://www.getit.qa or such other URL as may be specifically provided by GETIT.QA.
THE AGREEMENT IS A LEGALLY BINDING DOCUMENT ON THE SELLER AND GETIT.QA ON THE COMPLETION OF ACCEPTANCE AS MENTIONED IN CLAUSE 1.1 HEREIN ABOVE.
2. COMPLETION OF SELLER REGISTRATION
2.1. As a part of the registration process, Seller state that Seller have completed the Seller Registration Form and provided other relevant details as required by GETIT.QA. Seller represent that Seller, in Seller individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, are competent to contract and are not disqualified from entering into a lawful contract under any law in Qatar.
2.2. Seller agrees that as a registered Seller of the Website, Seller shall not transfer / sell /lend Seller vendor account to any other person or entity.
2.3. GETIT.QA reserves the right to determine the seller who may sell on the website. GETIT.QA also reserves the right to suspend or terminate the seller registration. If the seller registration is terminated by GETIT.QA this agreement shall be deemed to have been terminated from the date of such termination of seller registration.
2.4. These standard terms of Seller Agreement ("Terms of Standard Seller Agreement") is an electronic record in the form of an electronic contract formed under state law and rules made there under and the amended provisions pertaining to electronic documents / records in various statutes as amended by the law. These terms of sale does not require any physical, electronic or digital signature.
3. PURCHASE AND DELIVERY OF THE PRODUCT
3.1. Seller agrees that Seller will abide by the terms and conditions of this Agreement and GETIT.QA Policies, Resolutions and including any amendments thereto made by GETIT.QA from time to time.
3.2. The seller shall provide the product details in the appropriate format for listing in the relevant category given by GETIT.QA. The seller shall provide all details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos. These Product listings and details shall be displayed on the Website, along with the Selling Price.
3.3. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Website, Seller agree to refund any amount that the seller may have received from the Buyer and to compensate the Buyer for the same and the online marketer is indemnified by the seller for any consequence thereof.
3.4. The seller shall update the real-time availability / non-availability of the Products listed on the Website.
3.5. Seller shall not attempt to sell any product on this Website which is falling in the banned category, listed by Qatar Ministries or any other authorities. Getit.qa is not liable for penalties/issue’s anything that arises out of this listing. If found, we Getit.qa has the right to terminate the Agreement with immediate effect.
3.6. When a Buyer elects to purchase a Product through the Website, GETIT.QA shall receive the order for the Product only in the capacity of an online marketplace.
3.7. For all orders placed on the Website, payments shall be collected by GETIT.QA on behalf of the Seller unless stated, in the mode (i.e., payment gateway or cash on delivery) as opted for by the buyers. Seller hereby authorize GETIT.QA to process, facilitate, collect and remit payments to Seller, (collected either electronically or through cash on delivery), from the buyers in respect of sale of the Products through the Website. Seller also agree that, in doing so, GETIT.QA will be merely acting as Seller limited agent as Seller sales partner with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. Seller also agree that the payment facility provided by GETIT.QA is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions on the Website. Further, by providing the payment facility, GETIT.QA is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.
3.8. GETIT.QA may provide the back-end infrastructure assistance that may include customer support center and order management system. GETIT.QA shall not be responsible for claims made by Buyers for Orders placed by the Buyer will be forwarded to Seller. Seller shall pack the Product(s) in accordance with the packaging guidelines issued by GETIT.QA from time to time and dispatch the Product(s) to the Buyer/preferred courier partner assigned by GETIT.QA.
3.9. Seller shall ensure that the purchased Product is dispatched to the Buyer, within such time period which GETIT.QA may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the deliver details to us for reflecting this development in our system.
3.10. The default delivery model provided by GETIT.QA for the delivery of purchased Products to the Buyers is the Drop-Ship Model as detailed herein below. GETIT.QA may, at its discretion, introduce other delivery models listed at in this Clause, at any time in the future. On introduction of such other delivery models, GETIT.QA may, at its discretion, offer these delivery options to all or selected Sellers. All four (4) delivery models are detailed below for the Sellers’ information.
Option 1 – Drop-Shipment Option - (Default Model) - Seller will be responsible for packaging and shipping the Product to the Buyer via courier through one of the Courier Partners;
Option 2 – Consolidate Shipping Option - If Seller receive several orders from the Website, then in order to expedite collection and dispatch of such Products, a designated Courier Partner shall first collect all such ordered Products from Seller and consolidate them at designated premises (consolidation center) and then the respective Products will be dispatched to the Buyers by the Courier Partners identified by GETIT.QA;
Option 3 - Fulfilled By Getit (FBG) Option – Seller may keep the Products in the Fulfillment Centre along with a detailed inventory of the same, GETIT.QA shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller from time to time and in accordance with the directions of the Seller; or
Option 4 – Seller Shipment Option – Seller will be responsible for packaging and shipping the Product to the Buyer via any courier service other than the Courier Partners, including the Payment Collection and if any Return Order arises.
3.11. Seller shall keep GETIT.QA informed promptly on any information that shall impact the delivery of a Product to the Buyer.
3.12. Seller confirm and understand that selling and delivering fake, duplicate, spurious, counterfeit, damaged, defective, refurbished unless stated or previously owned Products through the Website will cause great prejudice and harm to the reputation and goodwill of GETIT.QA and may also cause harm and prejudice to the Buyers. Further, if GETIT.QA receives any complaint from any Buyer or if Seller sell or deliver fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website then Seller shall be liable to pay three times the Selling of the Product sold or Legal fine whichever is higher, as damages to GETIT.QA. We GETIT.QA reserve the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement or Seller are bound to pay legally.
4. NON-DELIVERY OR RETURN OF PRODUCTS
4.1. Non-Delivery/Return of the Product Due to Fault of the Seller
(a) Where the Product has not been delivered due to any reason/fault attributable to Seller, then GETIT.QA shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay GETIT.QA and GETIT.QA shall be entitled to recover from Seller (Marketing Fee, Courier Charges, Payment Collection Fees and Fulfilment Charges, if applicable)
4.2. Non-Delivery/Return of the Product Due to Any Other Reason
(a) Where the Product has not been delivered due to any reason which is not attributable to the Seller, then GETIT.QA shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product and shall cause the Product to be returned to the Seller. In such an event if the seller account is already settled for that particular order, then Seller shall be liable to pay GETIT.QA the amount which received for that particular Order and any other applicable charges.
4.3. Parties agree and acknowledge that GETIT.QA shall be entitled to recover/adjust any outstanding amount due and payable by Seller to GETIT.QA under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.
4.4. Seller hereby agree to accept all Products (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
5. SELLER’S RESPONSIBILITY TO THE CONSUMER
5.1. The Seller and GETIT.QA agree and declare that they are bound by Law No.8 of 2008 on Consumer Protection and every provision of the said act shall be treated as a part of this agreement and if any part of this contract is in contravention of the said act, such part shall be void to such extent of contravention.
5.2. The seller shall not offer to sell any commodity / service that are unsafe or whose use might cause injury to others.
5.3. The seller shall provide correct data and information about commodities/ services which are listed in the website of GETIT.QA.
5.4. The seller shall make sure that the conditions of quality and specifications shall be ensured as it is offered to the consumer.
5.5. The seller shall not list / advertise any service or product that will be causing any disrespect to any religious values, customs or traditions.
5.6. The seller undertakes not to display, present, promote or advertise any defective or adulterated commodity including the commodities that does not confirm the prescribed standard specifications, unfit for use or expired.
5.7. The seller shall clearly warn the consumer any risk that may arise out of the use of any commodity that may be listed by the seller.
5.8. The seller shall not list or give any description, advertisement or display of any commodity in a manner involves false or deceptive information.
5.9. The seller shall issue a dated invoice to the consumer reflecting the commodities type, price, quantity and any other relevant information.
5.10. The seller shall offer guarantee to the consumer to every service/commodity and if such guaranty is not executed within 15 days, the seller shall provide a similar commodity for use by the consumer free of charge until such guarantee is executed.
5.11. The seller shall guarantee / service for a period time appropriate to the nature of the commodity and shall refund the consumer or repeat the service in the correct manner where the service does not confirm the guarantee.
5.12. The seller shall provide the services of repairing, maintenance and after sale service of the commodity.
5.13. The seller shall ensure the right of the consumer to return the commodity within the time stipulated after if any defect is discovered.
5.14. The seller shall ensure that all the product details including price, guarantee, warrantee, services etc. shall be rendered in Arabic language together with any other language that may be used.
6. PAYMENT TERMS
6.1. Seller shall quote the best, lowest and competitive Selling Price (inclusive of all charges and Taxes, if any) for each Product on the Website.
6.2. GETIT.QA shall have the right to amend the GETIT.QA Marketing Fee percentage applicable to each Product category as provided in the Commercial Term Segment (Annexure-1 of this agreement), with prior notice of the same to Seller. Accordingly, GETIT.QA shall, give at least Seven (7) days prior to the implementation of the revised GETIT.QA Marketing Fee percentage for any Product, notify Seller, by way of an email detailing such modifications/amendments/revisions to the GETIT.QA Marketing Fee. It shall be the Seller’s responsibility to review the emails / notifications sent by GETIT.QA from time to time. Seller continued use of our service (Inventory maintenance, New listing of Products, etc.) after modifications/amendments/revisions of the GETIT.QA Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions.
6.3. GETIT.QA reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Products. Similarly, Seller may provide a discount / offer on the Products by lowering the Selling Price. Notwithstanding the above, the Selling Price of all Products offered on the Website shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.
6.4. Seller will be responsible for payment of all applicable taxes including sales tax and VAT, If Applicable.
6.5. Seller agree and acknowledge that Seller will pay GETIT.QA, the GETIT.QA Marketing Fees, Courier Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees, as provided in Commercial Term Segment (Annexure-1 of this agreement), for all the orders received through GETIT.QA
6.6. GETIT.QA shall release the payment of the Seller Proceeds to Seller on the following basis, i.e., the Products delivered during the period from 1st to 7th, 8th to 15th, 16th to 23rd day of every month and from 24th day to end of the month. GETIT.QA shall make the payment by way of account payee cheque/Transfer on the 17th and 25th day of same month, and 3rd & 11th day of the next month, respectively, after deducting GETIT.QA’s Marketing Fee, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable fees, as per the Commercial Term Segment (Annexure-1 of this agreement).
6.7. Seller agrees that GETIT.QA shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other transactions.
7. OBLIGATIONS OF THE SELLER
7.1. Seller shall maintain records of all the Products purchased by the Buyers through the Website, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website’s customer service purposes.
7.2. Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.
7.3. Seller shall be solely responsible for all representations and warranties made with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
7.4. All orders placed on the Website are covered under the TRUST DEAL POLICY. Seller agrees to fulfill the commitments made under above mentioned policy.
7.5. Seller shall, at all-times, comply with all applicable laws interalia in complying with laws relating to sales tax, VAT, etc., if applicable.
8. TRANSFER OF OWNERSHIP OF PRODUCT(S), LOGISTICS AND CONSUMER RIGHTS
8.1. GETIT.QA is merely a facilitator/intermediary of the transactions between Seller and the Buyers and the Website is only a platform where the Seller may offer its Products for sale.
8.2. The ownership of the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone. As a large market place, GETIT.QA will extend its services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between Seller and the Buyer. Any damage in transit on-account of inadequate/unsuitable packaging will be to the account of the Seller.
8.3. Seller hereby agree to accept all sales return (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
8.4. Seller will offer standard manufacturers’ or seller’s warranty associated with the Products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage. Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with Seller at all-times.
9. REPRESENTATIONS AND WARRANTIES
9.1. The Parties hereby represent and warrant to each other as under:
9.1.1. The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
9.1.2. The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.
9.2. The Seller undertakes that, at all-times during the Term of this Agreement, it will:
9.2.1. Abide by the terms and conditions of the Agreement, the GETIT.QA Policies and the other Website policies, as may be applicable to the Seller;
9.2.2. Not offer for sale/sell/deliver any Banned Products or refurbished products on the Website;
9.2.3. Deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and
9.2.4. Deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Seller’s performance under this Agreement.
9.3. The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in Qatar.
9.4. The Seller has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.
9.5. The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of GETIT.QA or make any representations to any Buyer or any third party or give any warranties which are of such a nature that GETIT.QA may be required to undertake, or be liable for, whether directly or indirectly.
9.6. The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Website, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Website.
9.7. The Seller agrees to attend to, and resolve, the Buyers’ queries with regards to the delivery of the Products and the quantity and quality of the Products within 1 (one) day from the date of receipt of such queries.
9.8. The Seller hereby represents and warrants to GETIT.QA that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.
9.9. The Seller shall be responsible for payment of the Seller’s own taxes and any taxes applicable on the Products sold through the Website, and shall indemnify and hold harmless, GETIT.QA, from any liability in this regard.
9.10. The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual property rights, it shall be solely responsible.
9.11. The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Website and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity.
9.12. Seller agrees, acknowledge and understand that:
9.12.1. Seller is using the Website provided and owned by GETIT.QA;
9.12.2. The permission granted by GETIT.QA to use the Website as an online market place is on a non-exclusive basis;
9.12.3. GETIT.QA reserves the right to deny access to, or revoke, such permission to use the Website at any time;
9.12.4. GETIT.QA shall have the right to remove the listing of any Product being offered for sale by Seller;
9.12.5. GETIT.QA shall have the right to offer discounts, run promotion campaigns on the Selling Price to the Buyers from GETIT.QA’s Marketing Fee. Seller shall not object to the provision of such discounts given by GETIT.QA;
9.12.6. Any and all data derived as a result of this Agreement will be owned by GETIT.QA and Seller shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Seller obligations hereunder
9.12.7. For the duration of the Term, the Website shall be maintained by GETIT.QA. The ownership of the Website shall vest with GETIT.QA and GETIT.QA shall make its best efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative), GETIT.QA does not warrant that the Seller will be able to use the Website and offer for sale the Seller’s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by GETIT.QA.
9.13. The Seller represents that the Seller shall not, at any time, use any intellectual property of GETIT.QA in any manner without the prior written consent of GETIT.QA. The Seller also represents that the Seller shall not purchase any GETIT.QA metatags on the Internet without the prior written consent of GETIT.QA.
9.14. The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then GETIT.QA may initiate civil and/or criminal proceedings against the Seller and GETIT.QA may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Website and /or disqualify / bar the Seller from selling the Products on the Website
10. INTELLECTUAL PROPERTY RIGHTS
10.1. Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party. Seller recognize and confirm that GETIT.QA has the exclusive right to supervise, allow and reject the contents of the Website. GETIT.QA shall not be liable for contents and images shared, uploaded or displayed on the Website by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only.
10.2. Seller hereby grants to GETIT.QA the right to display/delist the Products along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Website.
10.3. Seller hereby authorize GETIT.QA to use and include Seller trademarks (as may be provided by Seller from time to time) and Seller corporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by Seller on the Website.
10.4. Seller acknowledges that GETIT.QA is merely an intermediary with respect to the Products listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Website (including availability or sale of counterfeit goods on the Website), GETIT.QA may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website, with or without prior notice to Seller.
11. ANTI BRIBERY AND ANTI CORRUPTION POLICY
11.1. The Seller agrees to comply with applicable “Anti-Bribery and Anti-Corruption Policy” of Qatar and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with GETIT.QA or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and GETIT.QA reserves the right to take all appropriate actions or remedies as may be required under the circumstances.
12.1. In the event of any breach or delay in the fulfillment of Seller obligations by Seller, due to any reason, GETIT.QA shall not be held liable/responsible.
12.2. GETIT.QA shall not be liable for the sale of the Products by Seller through the Website or any loss incurred by Seller or the Buyer there from.
13.1. The Parties acknowledge that during the existence of this Agreement, Seller will have access to confidential information of GETIT.QA and its affiliates. Seller undertake to keep confidential all data and other confidential information supplied to Seller by GETIT.QA under this agreement and shall not sell or otherwise make that information available to any third parties. This Agreement, and the terms thereof, shall be considered to be confidential.
13.2. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of GETIT.QA, and Seller will not use the same for Seller own purpose or distribute such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of the Website or any other information which is treated as confidential by GETIT.QA, and any other information, whether oral or in writing, received or to be received by Seller which is agreed to be treated under the same terms, whether expressly or by implication.
13.3. The obligations under this Clause shall survive the termination of this Agreement.
14.1. The Seller agrees and undertakes to indemnify and to hold harmless GETIT.QA, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation; or (iii) any breach by the Seller of any GETIT.QA Policies or any other policies.
14.2. Additionally, the Seller shall, at all times and to the complete satisfaction of GETIT.QA and without demur, at its own expense, indemnify, defend and hold harmless, GETIT.QA and its officers, directors, employees, associates, successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against GETIT.QA or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys’ fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role, functions, responsibilities as specified herein, or the breach of the Seller’s representations and warranties as contained in this Agreement, even after the termination of this Agreement
15.1. The rights and obligations under this Agreement shall not be assigned or transferred by Seller to any third party whomsoever, during the Term of this Agreement unless with the consent of GETIT.QA.
15.2. GETIT.QA shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to Seller.
16. SUSPENSION AND TERMINATION
16.1. This Agreement may be terminated:
(i) By GETIT.QA, with immediate effect, if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the GETIT.QA Policies;
(ii) By GETIT.QA, without any reason, by giving Seller a prior written notice of seven (7) days; or
(iii) By GETIT.QA, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against Seller, or Seller make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Seller assets;
(iv) By the seller with notice of seven days to GETIT.QA
(v) On the seller seize to be a registered seller as defined in 2.3 of this agreement.16.2. GETIT.QA also has the right to suspend Seller Agreement for any period of time (during which time period Seller shall not be permitted to sell Seller Products on the Website) on the occurrence of any of the termination triggers specified in Clause 15.1 above or without any reason as stated in 15.1(ii) above.
17. CONSEQUENCES OF TERMINATION
17.1. On termination of this Agreement:
17.1.1. GETIT.QA will, with immediate effect, block Seller products and transactions, Seller shall not be able to offer any Products to the Buyers thereafter; and
17.1.2. Seller shall return to GETIT.QA all the confidential information of GETIT.QA and all other properties and materials belonging to GETIT.QA. Where the confidential information cannot be returned in material form, Seller shall destroy all of GETIT.QA’s confidential information and shall provide GETIT.QA with a certificate of destruction with respect to the same.
17.2. A Seller, whose arrangement under this Agreement has been terminated by GETIT.QA for any reason whatsoever, shall not have the right to re-register himself/itself as a Seller on the Website at any time after such termination, unless GETIT.QA, in its discretion, permits such re-registration.
17.3. It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
17.4. On the termination of the Agreement, Seller will be entitled to only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement. GETIT.QA shall be entitled to adjust any monies, due from Seller to GETIT.QA till the date of termination, from the Seller Proceeds/stocks payable to Seller on termination.
17.5. Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
18. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
18.1. Any conflict concerning the conclusion, execution, validity, interpretation, termination or dissolution of this contract or related to shall be resolved amicably by conciliation by one conciliator. If the conflict is not resolved within 30 days through conciliation, it shall be submitted to arbitration by one arbitrator according to the rules of Qatar International Center for Conciliation and Arbitration of the Qatar Chamber of Commerce & Industry
19.1. GETIT.QA may amend the terms and conditions of this Agreement including the Commercial Term Segment and the GETIT.QA Policies at any time in its sole discretion by intimating Seller by way of notification by sending an email to the email ID provided in the Seller Registration Form. It is be deemed to have accepted such amendments, if Seller continue to access the Website’s Service after the amendments are notified by GETIT.QA.
20.1. If Seller prefer to route Seller Products through Fulfillment Center of GETIT.QA, as and when this option is made available to Seller by GETIT.QA, then the following conditions shall apply:
- The Products will be insured by GETIT.QA against fire, burglary.
- The Product Details for reconciliation would be shared as per Seller requirement every fortnight.
- The Products lying in the Fulfillment Centre, for which order is not placed by the Buyer, shall be returned to the Seller anytime upon confirmation with GETIT.QA.
20.2. However, in case of any claim with any insurance company or insurer, the Seller shall fully co-operate with GETIT.QA and provide all necessary documents as may be requested by GETIT.QA. However, all claims arising out of the damages, pilferage, fire, and burglary of the Products, the same shall be subject to the terms and condition of the original insurance cover entered with GETIT.QA.
20.3. GETIT.QA shall not be responsible for any damage to the Products except where a Product is damaged in the warehouse under the Fulfillment Centre delivery model. In the event a Product is damaged in the Fulfillment Centre due to any fault solely attributable to GETIT.QA, then GETIT.QA shall only be liable to pay Seller an amount not higher than the actual cost of the Product paid by Seller to purchase such a Product.
20.4. Similarly, GETIT.QA shall not be responsible for any non-delivery or delay in delivery of any Products to the Buyer unless the same is due to non-dispatch or delay in dispatch of the Seller’s Products available at the warehouse, under the Fulfillment Centre delivery model.
20.5. Force Majeure: Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties. Provided, however, that Seller shall give prompt written notice within a period of seven (7) days from the date of the force majeure occurrence to the GETIT.QA. Seller shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance here-under whenever such causes of force majeure are removed.
20.6. Entire Agreement: This Agreement, along with the Commercial Terms Segment and GETIT.QA Policies shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements whether written or oral or in electronic form, (except the Seller Registration Form), between the Parties hereto.
20.7. Notices: Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is given. Notice to Seller shall be issued at the address provided by Seller in the Seller Registration Form, as amended by Seller from time to time.
20.8. Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on part of any Party hereto exercising any right, power or privilege here-under shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege here-under preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.
20.9. Severability: Any provision of this Agreement that is prohibited or unenforceable in jurisdiction of Qatar will be ineffective to the extent of particular prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of provision.
20.10. There are several underlined words and phrases that are hyperlinked to various rules, policies and regulations on the Website. The Seller hereby affirms that, seller has read this entire Agreement and the policies hyperlinked herein and made available on the Website. By accepting this Agreement, Seller hereby accepts all the policies hyperlinked to this Agreement and other rules and policies of GETIT.QA applicable to the Seller.