SHIMPLY MARKETING AND DISTRIBUTION AGREEMENT

These terms and conditions govern your use of the Shimply.com, an entity of Shimply Software
Pvt. Ltd., which is an online marketplace allowing sellers to sell directly to customers (hereinafter
referred to as "Shimply"). You must read, agree with and accept all of the terms and conditions
contained in this Agreement as these terms constitute your legal and contractual obligations
towards Shimply.
This Agreement shall be effective and binding upon your 'acceptance'. 'Acceptance' shall mean
your affirmative action in clicking on the 'check box' and on the 'continue' button as provided on
the registration page while you are transacting as Guest User or such other actions that implies
your acceptance.If you do not agree or are not will ing to be bound by the terms and
conditions of this Agreement, please do not click on the "check box " and on the
'continue' button and on the "Apply as seller" button.

RECITALS
1. Definitions:
a. 'Buyer' shall mean a user of the Website who places an Order on the Seller listed
on the Website for products or services.
b. 'Order' shall mean a binding purchase order placed by a Buyer on the Seller
through for supply of products or services.
c. 'Website' means 'www.Shimply.com' and instances of the same
d. 'Seller Panel' means a uniform resource locator ('URL') provided by Shimply to
Seller with a unique login and password to update the order status, price and
inventory on the same.
2. Shimply reserves the right to select the products to be displayed on its Website. Shimply
also reserves the right to determine the Sellers who may sell on the Website.
3. Shimply shall receive Orders for the products displayed/distributed on behalf of Seller
only in the capacity of the entity that provides an access to Website, marketing and
distribution channel to the Seller. In the event payments are collected by Shimply on
behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected
while acting as an agent of the Seller with the sole intent of facilitating the transactions of
the Seller.
4. Shimply shall provide the necessary backend infrastructure, like call centre, order
management system, etc., for capturing the Buyer/order details placed on the Sellers.
Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of
product to the end Buyers. Shimply will separately inform the Seller regarding the
modalities involved to access the Orders of Buyers, by way of direct access through a
'Seller Panel' and packaging guidelines shall be shared through e-mail. Seller shall
provide content & images of its products to be displayed at Website. Seller will update the
dispatch details on the Seller Panel provided by Shimply or any other mode as may be
notified by Shimply from time to time
5. On receipt of the Order, Seller will make the products ready for dispatch along with
corresponding invoices in favour of buyer within 2 (two) working days. In case of delay,
Shimply will be immediately informed by Seller, along with the expected time of dispatch,

so that the Buyer may be appropriately informed. In case Seller fails to make the product
ready for dispatch to Buyer within the period as stipulated above, Shimply will be
nonetheless be entitled to the marketing fee on the product as agreed to in this
Agreement. However, Seller agrees to package and dispatch the product strictly as per
the mandate and/or any guidelines given by Shimply from time to time. Seller also
undertakes that it shall not promote its products, services, offers, packages, etc to the
Buyer directly, indirectly and /or through email, sms or any other electronic or physical
mode.

FINANCIAL TERMS:
6. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and
payment collection fees as mentioned in standard format attached herewith in Annexure1 for all the orders received through Shimply.
7. Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of
the products to be displayed on the Website, Seller will be responsible for payment of all
applicable sales tax/VAT. Seller authorizes Shimply in the capacity of marketing agent to
discover and display the market price payable by the Buyer, basis the competitive pricing
prevalent in the market. Seller shall be communicated of the market price and shall abide
by that price as may be discovered or displayed by the Shimply from time to time.
However, Seller will have full right to withdraw the products from Website, if it dissents
with price discovered by Shimply and has notified the same to Shimply. All such
withdrawals will take effect within 12-24 hours from notification to the Shimply. Shimply
further reserves the right to run promotions offering several benefits/discounts to the
Buyer on the Website.
8. Shimply shall release the payment on the 5th of every month for products shipped atleast
15 days before the end of previous month i.e. if a product is shipped on 14th Jan, seller
will get the payment on 5th Feb but if the order is shipped on 24th of Jan, seller will
receive the payment for that order on 5th March. Shimply shall make the payment by way
of account payee cheque /RTGS/ NEFT after deducting Shimply's fee as per Annexure-1.

LOGISTICS AND CONSUMER RIGHTS:

9. The ownership in the products will be transferred to the Buyer after successful delivery at
the destination provided by Buyer, until which the ownership in the product shall be with
Seller only. As a large market place, Shimply will extend its services to Sellers by giving
mandates to logistic partner for facilitating the smooth functioning of the transaction
between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable
packaging will be to the account of Seller. However, any damage to the product in transit
due to mishandling by the logistic partner, Shimply will facilitate the recovery from logistic
partner.
10. All orders placed on Website are covered under Buyer Protection; hereby Seller agrees to
fulfill the commitments made under the above mentioned programme specified at the
Website at URL https://www.shimply.com/home/buyer_protection. The said programme
protects Buyer against inadequate or non-performance by Seller.
11. The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non
COD(Non-Cash on Delivery), which are refused/not accepted by the Buyer at the time of
delivery. Seller will offer standard manufacturers or seller warranty actually 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 products, if applicable. The
Parties also agree and acknowledge that the primary and sole responsibility for redressal
of Buyer complaints will rest solely with the Seller at all times.

INTELLECTUAL PROPERTY RIGHTS:

12. Seller recognizes and confirms that Shimply has the exclusive right to supervise, allow
and reject the contents of the Website. Shimply shall not be liable for contents and
images shared, uploaded or displayed on website by Seller regarding its products and all
consequent liability will be borne by Seller only.
13. Seller hereby grants to Shimply the right to display/delist the product (as updated or to be
updated by the Seller on the Seller panel at any/all times) and/or related logo and/or
trademark and/or brand name, etc. owned by it or its business associates for
marketing/selling through the Website. Seller represents that it has the necessary rights
to grant such permission to Shimply and agrees to indemnify Shimply in respect of any
claims, damages, losses etc., arising out of or in connection with violation of the same.
14. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of
Shimply, and Seller will not use for its own purpose or distribute it 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 Shimply's
website 'www.Shimply.com' or any other information which is treated as confidential by
Shimply, and any other information received or to be received by Seller which is agreed to
be treated under the same terms. The Seller also undertakes to fully indemnify Shimply
against the breach of this clause.

REPRESENTAION AND WARRANTIES:

15. Seller shall, at all times and to the complete satisfaction of Shimply and without demur
indemnify and hold Shimply harmless for any and all claims, demands, lawful action suits
or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages
asserted against Shimply by the Buyer or any third party arising out of Seller's actions or
omissions in connection with the sale of Seller's products and their performance during
the period of this arrangement and for the products sold, even after the termination of this
arrangement. Seller represents and warrants that it is a legal entity engaged in a
legitimate and lawful commercial enterprise & activity, having all regulatory approvals
required to run the similar business and doing regular compliances with applicable
provisions of laws.
16. 16) Seller hereby declares & confirms that it deals in original, legitimate and genuine
quality products which are either self-manufactured and/or procured from the legitimate
channel following all legal requirements. 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 rights, it shall be solely responsible. The Declaration of Seller is annexed
herewith as Annexure-2.

MISCELLANEOUS:

17. If any dispute arises between the Parties hereto during the subsistence of this agreement
or thereafter, in connection with or arising out of this agreement, the dispute shall be
referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel
of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two)
arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall
be held at New Delhi, India. The proceedings of arbitration shall be in the English
language. The arbitrator's award shall be final and binding on the Parties.
18. This agreement may be terminated by Shimply or the Seller by giving 30 (thirty) days
notice in writing. Provided, in the event of a material breach of the terms of this
Agreement, Shimply may terminate this Agreement at any time.
19. Both parties agree for followings:a. Assignment: This Agreement and the rights granted under it may not be assigned
or transferred by either Party without the written consent of the other Party.
b. Notices: All notices, requests and demands, and other communications required
or permitted under this Agreement shall be in writing and either delivered
personally or sent to the official address of the Party through recognized courier
service or e-mail. Party may change its address by delivering notice of such
change of address to the other Party.
c. Severability: In the event that any provision of this Agreement is held by a court or
other tribunal of competent jurisdiction to be unenforceable, such provision shall
be deemed modified to the minimum extent necessary to render the provision
enforceable in a manner that most closely represents the original intent of the
Parties. In such event, the remaining terms and conditions of this Agreement will
remain in full force and effect and enforceable.

Annexure -1
a. Marketing Fee:- Seller shall pay marketing fees to Shimply as per below mention
table:

Category

Marketing Fee(%)

Sub

Computers

5%

Ac

Mobiles & Tablets

5%

Ac

Home Entertainment

6%

Ac

Cameras & Accessories

8%

Ac

Clothing

15%

Baby Care

15%

Beauty and Personal Care

15%

Footwear

15%

Bags, Wallets & Belts

15%

Eyewear

15%

Watches

15%

Jewellery

15%

Home & Kitchen

15%

Pens & Stationery

15%

Toys & School Supplies

15%

Sports & Fitness

15%

Gaming

8%

Home Decor

15%

Books

15%

Auto Parts

15%

Hardware & Accessories

15%

Pet Supplies

15%

Musical Instruments

15%

Ac

b. Payment Collection Fees:- Seller shall pay 3% to Shimply as payment collection

fees.
c. Courier Fees :- Seller shall pay the courier fees. If Shimply.com facilitates the
pickup and delivery, charges are Rs. 50 per 0.5 KG. It may be extra in case
volumetric charges apply.
d. Return / Cancellation related policies :-

No.

Particulars

Shipping
Charge

Revers
Up Ch

Direct Shipment Returns (Damaged Defective/Wrong)

Borne by
Seller

Borne b

Vendor Related Cancellations (Out of Stock / Cancellation due to

delay in shipment beyond 3 days from published dispatch date, etc)

NA

Replacement in case of point 1

4
5

Replacement in case of incorrect product delivery coz of size,

colour related issues
Post-shipment return/ Customer Non-acceptance (exclusive of point
1)

Borne by
Seller
Borne by
Seller
Borne by
Seller

e. Service Tax: Current Service Tax applied by the government will be applied on
top of your Marketing Fee + Payment Gateway Fee + Shipping Charge

Borne b

Borne b

Borne b