THIS AGREEMENT is made between SUYEZ ONLINE MARKETING, hereinafter referred as “SUYEZ” and the respondent hereinafter referred as Business Associate (BA) (which expression shall unless it be repugnant to the context or meaning thereof mean and include each one of them and their respective heirs, nominees, legal representatives and successors), on the other part.


SUYEZ has created an e-commerce portal for promoting online sales of all the Indian village products (licensed and authorized as  per indian law) so that anyone can look into the diverse forms of Indian indigenous products and buy them from anywhere in the world;
And whereas BA is a non-government organization working with people, governments and businesses to implement programs for sustainable employment and income generation in rural areas;
Whereas SUYEZ has informed BA regarding implementation of an online store for selling  products and other items being traded BA and whereas BA has accepted the offer of EIPL and to have an e-commerce facility to promote their business on terms and conditions agreed upon amongst themselves on this day;
Whereas the parties herein feel it proper to put in to writing the terms and conditions of the association in clear terms for easy understanding of all concerned


1. SUYEZ shall be the technology provider and shall undertake all the steps necessary to make the e-commerce site live and interactive and shall also be the owner of the Intellectual Property (IP) for the e-commerce portal.

  1. BA shall not have any ownership, in any manner, on the IP of the e-commerce portal.
    3. EIPL shall provide the technological support to show case the products of BA in its e-commerce site merely as a technology provider purely on a Principal to Principal basis and not as an agent or dealer of BA .
    4. EIPL shall do the promotional activities to promote the awareness of the products showcased in the e-commerce portal and to get good business for BA through this portal.
    5. BA shall provide SUYEZ with adequate description of the products being offered to the e-commerce portal which shall be in accordance with the applicable laws. The description shall include the name, short write up, category, selling price (MRP), quantity, approximate weight, special mentions, if any, etc as per the standards in this regard and shall also meet the customer expectations so as to enable them to decide on procurement of the products online.
    6. BA shall also ensure that the products being offered through the portal is available in adequate quantity so as to meet the requirements of the customers of the portal.
    7. BA shall also try to add unique products to the portal so as to make it a premium one and attract customers.
    8. Ensuring quality of the products sold through the portal shall be the sole and primary responsibility of BA and in case of any customer complaints in this regard, the same shall be replaced free of cost to the customers by the Seller including shipment costs as reported by SUYEZ within 7 days from the date of lodgment of the complaint by the customer.
    9. The e-commerce site shall provide for mechanisms whereby the end customers can see the images of the products and can also know the details of the products as is provided by the BA and to place orders online either by making the payment through the portal or by any other mode as is provided by SUYEZ.
  2. BA shall not be responsible for the problems faced by customers while making any payments through the portal and it shall be handled by SUYEZ without any loss or damage of goodwill to BA.
    11. Delivery of the products to the end customer shall be the responsibility of BA. BA shall ensure to deliver or dispatch the products booked by the customer as per the order received in the portal.
  3. 12.BA shall ensure that the products are properly packed to protect it from transit damages and ensure quality of the products being shipped.
    13. Any complaints on account of the defective products shipped to the customers shall be addressed by BA within 7 days of lodgment of the complaint at their cost and risk for which SUYEZ shall not be held responsible or accountable at any point.
    14. Shipment charges and transit insurance charges shall be mentioned separately for billing to the customers and these shall be decided well in advance based on the charges by the various service providers who shall provide these services as per this Agreement. BA shall prepare the invoice for the products being sold to customers through this portal and the same shall be attached to the products as per the standards to this regard.
    15. SUYEZ shall be entitled to a technology royalty fees of the value of the sale before taxes for all the transactions through the portal.
    16. SUYEZ shall make the settlements to BA on daily basis against each valid transactions through electronic fund transfer mechanism after deduction of the technology royalty fees due to it.
    17. A statement of account shall also be submitted to BA every week.
    18. SUYEZ doesn’t guarantee any volume of sales through this portal and shall not hold SUYEZ responsible for the volume of sales through the portal.
    19. Either party to this Agreement shall maintain strict confidentiality of the affairs of each other to which they have access, directly or indirectly and shall not disclose or communicate either directly or indirectly, any matter or information, official or otherwise to any person(s) to whom such communication is not authorized to be communicated by the other party herein.
    20. The parties herein shall by mutual consent make alterations to the terms and conditions of this Agreement and upon which such altered terms and conditions shall be effective from such date as may be decided by the parties herein mutually.
    21. The parties herein agree to indemnify each other at all times from and against any loss, damage or liability suffered as a result of or arising from any actions, proceedings, of such liabilities and expenses incurred and paid by the other party directly or indirectly in respect of any breach of any of the terms and conditions as per this agreement or of any laws in this regard with respect to the sale of goods through e-commerce platform or any willful or unlawful or negligent act or omission of the other party.
    22. Neither party shall be liable for any loss, damage or other defects caused due to reasons beyond its control (Force Majeure) Change in law, strikes, lock outs, Natural calamities, civil commotion, Acts of War etc.
    23. This agreement shall be valid for 2 years from the date of signing this agreement. At the expiry of this agreement, both the parties herein shall renew this agreement on mutually acceptable terms and conditions, if any change is deemed fit from that as per this agreement, failing which it shall stand automatically renewed until terminated subsequently. However both the parties herein shall be at liberty to terminate this agreement after giving one month notice to the other party in writing in the event of breach of terms and conditions of this agreement and such breach not being rectified or corrected within a reasonable time.
    24. Any notice or other communication to be served under this agreement may be served upon any party hereto only by registered post or by courier to the address mentioned in this agreement hereinabove or by email as may be notified from time to time.
    25. Any disputes arising out of this Agreement or transactions between the parties herein shall be referred for Arbitration as per the laws in this regard.
    26. The Courts of Kannur shall have jurisdiction for all matters between the parties herein.