1. ACKNOWLEDGMENT

1.1 This Sales Partner Agreement is an electronic record in terms of The Information Technology Act, 2000 & 2008. The rules cited herewith are applicable and the amended provisions of electronic records in various statutes as amended by The Information Technology Act, 2000 & 2008.

1.2 Electronic Record of this Sales Partner Agreement has been generated by a computer system and does not require any Signature(s).

1.3 This Sales Partner Agreement has been published following the Provisions of Rule 3(1) of The Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the ‘Sales Partner Agreement’ web page for access or usage of the www.GiftedToAll.com online store.

 

2. THE CONTRACT BETWEEN US

 

2.1 This Indenture is an Agreement between two Parties agreeing solely on the Digital and/or Physical Gift Voucher(s) Distribution Partnership.

2.2 It is aiming to enhance Sales, Promotion and Loyalty among Customers using Digital and/or Physical Gift Voucher(s). It is certainly not for other kinds of Partnership definitions, including Business, Channel or Promotional Partnerships.

2.3 Both Parties shall enter into an agreement, by signing the Legal Document(s), on the mutually agreed terms & conditions and liabilities for a defined period.

 2.4 This Sales Partner Agreement shall come into effect only when the process of Verification, Approval and Confirmation is accomplished by the GiftedToAll India Ltd. (First Entity) and the same is acknowledged by the Sales Partner (Second Entity).

 

3. DEFINITION OF PARTIES ON AGREEMENT

 

Thus, this Sales Partner Agreement shall be executed by and between:

1. GiftedToAll India Ltd.

2. Sales Partner

Now, onward we shall refer to each, severally as a ‘Party’ and collectively as the ‘Parties’ further in this Sales Partner Agreement.

 

3.1 The First Entity – GiftedToAll India Ltd.

GiftedToAll India Ltd. is a company incorporated under the provisions of The Companies Act, 1956, having its Registered and Corporate Office at:

3.1.1 ADDRESS:

Office No. 207, First Floor, Ravi Raj Complex-2, Nana Mava Main Road, Satya Sai Road Corner, Rajkot, Gujarat-360005, India.

3.1.2 GiftedToAll India Ltd. shall hereinafter refer to as ‘First Entity’, which expression shall, unless it be repugnant or contrary to the context or meaning thereof, mean and include its respective Heirs, Successors, Duly Authorized Administrators, Executors, Assignees, Trustees, Agents, Legal Representatives, Attorneys and others Authorized.

3.1.3 Other Legal details of the First Entity are:

 

Name of the Company*	GIFTEDTOALL INDIA LTD.
Name of CEO/Director*	NARENDRA TALSHIBHAI VARSANI
GST Registration Number *	24AAFCV2642H1ZG
CIN	U72200GJ2015PLC084791
PAN*	AAFCV2642H
Contact Details	+91 99794 99798 (Customer Care)
Corporate Email ID	[email protected]

 

3.2 The Second Entity – Sales Partner

3.2.1 A Sales Partner could be any Proprietor, Partnership Firm, LLP, Company, Leading Registered Brand or any Other Legal Entity, owned or operating in the Indian Markets, that is ready to enter into this Sales Partner Agreement with the First Entity.

3.2.2 Sales Partner shall hereinafter refer to as ‘Second Entity’, which expression shall, unless it be repugnant or contrary to the context or meaning thereof, mean and include its respective Heirs, Successors, Duly Authorized Administrators, Executors, Assignees, Trustees, Agents, Legal Representatives, Attorneys and others Authorized.

3.2.3 Other Legal details of the Second Entity are:

 

Name of the Company*
Type of Company*	Proprietor / Partnership / LLP / Pvt Ltd / Ltd / etc.
Registered Legal Address*
GST Registration Number*
CIN
PAN*
Service Location
Effective Date
Business Category
Registered E-mail ID
Authorized Person Name
Authorized Contact No. - 1
Authorized Contact No. - 2
Agreement Date

 

4. MUTUALLY AGREED TERMS & CONDITIONS

 

4A The terms & conditions form an integral part of this Sales Partner Agreement signed between the First Entity and the Second Entity.

4B Whereas, the Second Entity shall agree to use the Digital and/or Physical Gift Voucher(s) Service of the First Entity and shall enter into this Sales Partner Agreement and shall bound by the following given terms and conditions in this Indenture.

4C When both Parties hereto agrees to the General Terms & Conditions mentioned herewith, it shall be presumed that both the Parties hereto, with bona fide intent, read, thought, understood the given terms & conditions listed herein, in cautious status, without any threat or force or pressure whatsoever and it is and shall be binding to both the Parties and their legal heirs and successors.

 

4.1 Opportunities & Benefits

First Entity has designed a Digital and/or Physical Gift Voucher concept with the following marketing scopes and benefits for its Sales Partner:

4.1.1 Sales Partner has to invest One Proportion in Generation and Utilization of the Digital and/or Physical Gift Voucher(s) against which, the First Entity shall invest Four point Five times in Generation and Utilization of the Digital and/or Physical Gift Voucher(s). Thus, investment shall remain in a 1:4.5 Ratio.

4.1.2 For Selling their Products, Sales Partner can provide to their Customer(s), these Digital and/or Physical Gift Voucher(s) worth Four points Five times of their Investment, to redeem it on the GiftedToAll e-Portal.

4.1.3 The Sales Partner shall get the full amount of prices of their products listed on the GiftedToAll e-Portal, keeping their promotional investment aside.

4.1.4 A Win-win Scenario for all Stakeholders in the Digital and/or Physical Gift Voucher(s) Schemes.

A. The First Entity, GiftedToAll, can increase overall Traffic and Sales.

B. The Second Entity (Sales Partner) can increase their Sales, firstly due to Temptation and secondly increase overall Traffic and Sales, resulting into more Business.

C. Customers and/or Beneficiaries and/or end users, on GiftedToAll e-Portal, can get the best bargaining, in the form of Digital and/or Physical Gift Voucher(s) they receive from Sales Partner.

4.1.5 Such Digital and/or Physical Gift Voucher(s) provided by the First Entity to the Second Entity and then by the Second Entity to their Respective Customers (end users), shall only be redeemable at GiftedToAll e-Portal www.GiftedToAll.com.

4.1.6 The Second Entity also undertakes that the First Entity shall not be held responsible for any Loss of Sale and/or Loss of Brand Image and/or Loss of Reputation of the Second Entity and its Business, for any reason whatsoever.

4.1.7 Digital and/or Physical Gift Voucher(s) charges shall be as per the market rate paid by the Second Entity.

4.1.8 Any dispute between the Sales Partner and the Child/Channel Partner, including Super Stockiest, Distributors, Dealers, Wholesalers and/or Retailers, shall be an Internal Matter between them. There shall be no Role of the First Entity and the First Entity cannot be held responsible for any of such Internal Disputes, whatsoever.

4.1.9 Digital and/or Physical Gift Voucher(s) shall be given to the Second Entity only for providing the same complementary to their Respective Customers (end users). The First Entity shall not be taking any consideration from such Respective Customers (end users).

 

4.2 Duration of the Agreement

4.2.1 Sales Partnership shall commence and shall be effective from the date of signing Sales Partner Agreement by and between the First Entity and the Second Entity.

4.2.2 This Sales Partner Agreement shall remain effective unless it is terminated in accordance with the terms stated in the TERMINATION SECTION of this Indenture.

 

4.3 Termination of Agreement

4.3.1 Termination becomes a possibility when any Party is breaching any terms & conditions cited in this Sales Partner Agreement.

4.3.2 Termination may be possible in case of underperformance by Sales Partner (Second Entity) like not using Digital and/or Physical Gift Voucher(s) facilities at all or as per non-achievement of defined targets during determined time duration.

4.3.3 The First Entity, at its Sole Discretion, shall possess the right to Terminate and/or take back all non-used Digital and/or Physical Gift Voucher(s), without any consideration and/or reimbursement and/or refund, whatsoever, from the Second Entity upon non-achievement of defines targets during determined time duration.

4.3.4 Termination may take place if the First Entity fails to supply Digital and/or Physical Gift Voucher(s) to the Second Entity within Stipulated Time, even upon fulfilment of all Formalities by the Second Entity.

4.3.5 This Sales Partner Agreement shall be Terminated when the Second Entity signs a similar contract(s) with another Gifting e-commerce Portal of the same kind/niche for the same product(s).

4.3.6 Both parties in the Agreement shall have enough privileges to terminate such contract/agreement for any valid reason(s).

4.3.7 Breach of any terms defined herein, even during the tenure of this Sales Partner Agreement from any Party, shall lead to Terminate the contract, and they have to follow the procedure of notice, notice period and withdrawal.

Scope to Avert Termination of the Agreement

4.3.8 In the case of any breach from any Party, there shall be a SCOPE OF RE-NEGOTIATION WITHIN A STIPULATED TIME decided mutually by and between the Parties hereto. For instance, within a fortnight after issuing the notice of termination from any Party.

4.3.9 The termination REQUIRES A WRITTEN NOTICE prior to a period of such STIPULATED TIME.

Effect of Termination of the Agreement

4.3.10 During the Notice Period for such termination and then after, all processes for issuing Digital and/or Physical Gift Voucher(s), refunds and reimbursement, shall be ceased by the First Entity.

4.3.11 Only approved and issued Digital and/or Physical Gift Voucher(s) shall be allowed for shopping, subject to its validity, by the First Entity.

4.3.12 As the CONSEQUENCE OF THE TERMINATION on fault of Sales Partner, the Second Entity shall not remain liable to get back their advances/deposits from the First Entity, given to generate Digital and/or Physical Gift Voucher(s).

 

4.4 Taxes, Fees & Charges

4.4.1 The First Entity shall bear investment in technology to create, run, market and maintain the GiftedToAll e-Portal and its allied services thereafter. Marketing Fees and Cost of Digital and/or Physical Gift Voucher(s) shall be the Description for Billing to the Sales Partner and a Prescribed rate of GST shall be applicable as per provisions of the respective Good and Services Tax Act, 2017, as modified and amended from time to time.

4.4.2 The taxes defined by laws of lands, including State Government, Central Government and Local Authorities on the manufacturing of products, shall remain the subject of Sales Partners.

4.4.3 Delivery charges to the Customer(s), who are Redeeming such Digital and/or Physical Gift Voucher(s) from GiftedToAll e-Portal, shall be borne by the First Entity, subject to the amount available in such Digital and/or Physical Gift Voucher(s). Delivery Charges applicable on amount above Redeemable Amount of such Digital and/or Physical Gift Voucher(s), shall be borne directly by the Customer(s) who are shopping above its Redeemable Limits from the GiftedToAll e-Portal.

 

4.5 Payments

 The Second Entity shall wholly pay in Advance to the First Entity for any Digital and/or Physical Gift Voucher(s) provided by the First Entity through its GiftedToAll e-Portal before entering into Sales Partner Agreement. Digital and/or Physical Gift Voucher(s) balance shall be transferred to the Second Entity only when Consideration is Credited into the Bank Account of the First Entity.

 

4.6 Areas of Our Jurisdiction

4.6.1 This Sales Partner Agreement shall be governed by the Laws of India, and the Parties hereto are subject to the Exclusive Jurisdiction of the Indian courts located in the city of Rajkot, Gujarat (India).

4.6.2 ARBITRATION: Both Parties agree that any dispute or difference arising out of or in connection with this Sales Partner Agreement and if the same is not resolved amicably between both the Parties hereto within 15 days of the dispute or difference, shall be submitted to the Arbitration.

4.6.3 ARBITRATION PROCEDURE: The Arbitration shall be conducted by an Arbitral Tribunal consisting of 3 (Three) Arbitrators. Each Party shall appoint 1 (One) Arbitrator, and 2 (Two) appointed arbitrators shall appoint the 3rd (Third) Presiding Arbitrator. The Arbitration shall be conducted in accordance with The Arbitration and Conciliation Act, 1996.

 

4.7 Miscellaneous

4.7.1 The content and required legal details of the Sales Partner Agreement are published online on GiftedToAll e-Portal to acknowledge the concerned parties.

4.7.2 The Sales Partner shall have to download the legally valid copy of this Sales Partner Agreement Form, as it shall be available in PDF format, to allow the printing and submission after signing the same.

4.7.3 As per the design of the Sales Partner Agreement on the GiftedToAll e-Portal, the Second Entity has to firstly sign the Sales Partner Agreement Form and then send it to the First Entity to sign it from its end.

4.7.4 The First Entity shall check the Sales Partner Agreement and approve it upon necessary changes, if required.

4.7.5 The execution of Sales Partner Agreement shall take place only after the confirmation by the First Entity in the form of a confirmed copy sent by the Second Entity.

4.7.6 The First Entity offers Multi-wallet Facilities to make payments easy for Sales Partner. So, Sales Partner also abides by the 3rd (Third) Party service provider’s T&C, including payment gateways.

4.7.7 The First Entity expect strict adherence to the Confidentiality of the information provided here. It includes personal and business details, as well as plans or business concepts/ideas or trade secrets placed here, which are also a matter of confidentiality. Any leakage from any side shall be considered a Legal Offense.

4.7.8 The headings & subheadings in this Sales Partner Agreement are for reference purposes only. So, it may not affect the meaning or construction of the terms of this Sales Partner Agreement.

4.7.9 The Sales Partner Agreement is non-transferable unless the death of any person involved in it. In such cases, it shall be automatically transferred to the Legal Heir(s) of the such Deceased Party involved in this Agreement.

 

5. LIABILITIES

 

5.1 Liabilities of the First Entity

5.1.1 INVESTMENT ON TECHNOLOGY PLATFORM: The First Entity shall invest in the creation of a technology platform to make the online accessibility of the services and availability to a vast audience using the latest web and mobile technologies in the market.

5.1.2 CUSTOMER GRIEVANCES: It shall remain the subject of both parties: The First Entity & the Second Entity in their respective levels to address disputes and complaints arising on the followings, not other than those:

A. The quality of products sold on the GiftedToAll e-Portal shall remain the subject of Product Manufacturer. However, the First Entity shall assure the quality parameters agreed by both parties for each category or kind of product(s) when the order is ready for packing & shipment.

B. Delivery/shipment of the product(s) service remains the responsibility of the First Entity for quality, packing, shipment insurance and within the promised period of delivery in the invoice.

C. After-sales services remain the subject of both parties and liabilities shall be mutual understood.

D. The manufacturing defects detected at/after delivery are the responsibility of the Product Manufacturer.

E. The responsibility of breakages/damages during shipment shall remain the subject of the First Entity, and it can bear by itself or set liabilities to shipment partners and look for provisions to claim shipment insurance companies.

F. The responsibilities of returns, refunds and replacements shall remain the subject of the First Entity.

5.1.3 CONTENT DEVELOPMENT & DISPLAY/PUBLISHING: The First Entity shall use the information provided by the Sales Partner to develop the content for print and online media. Of course, the content shall not be copied directly from the GiftedToAll e-Portal. It means our content remains unique and liable to Copyright and Intellectual Property Infringement claims.

5.1.4 CONTENT USAGE & REDISTRIBUTION: The content developed by the First Entity is subject to corresponding licenses and redistribution rights and shall be used mainly for the following purposes:

A. Displaying on the GiftedToAll e-Portal.

B. Distributing on social media and other platforms used in internet marketing campaigns.

5.1.5 PRICING POLICIES: Any changes in the investment proportion of the Digital and/or Physical Gift Voucher(s) shall remain the subject of both parties and shall be based on the mutual Agreement committed before entering into the Sales Partner Agreement.

 

5.2 Liabilities of Second Entity

5.2.1 LOGO DISPLAY: The Second Entity abides by displaying the logo of the First Entity, in all promotional materials, including online and print. During advertisement, the Sales Partner shall apply logo of the First Entity compulsory on various online and print materials, including booklets, leaflets, brochures, newspapers, Media, social media, digital marketing and any others marketing and/or advertisement materials. Sales Partner shall compulsory apply logo of the First Entity in its Showroom POP, Standy, etc.

5.2.2 INFORMATION UPDATES: The Second Entity has to inform the First Entity regarding the promotional activities they carry time-to-time at their ends via proper channels like email and keep the later updated in due course.

5.2.3 SERVICE ACCEPTANCE: The First Entity assumes that the Sales Partner accept the terms of services whenever the Digital and/or Physical Gift Voucher(s) are generated and delivered to beneficiaries like shoppers on the GiftedToAll e-Portal as well as the Sales Partners.

5.2.4 MODIFICATION & CANCELLATIONS: The amendments and cancellation of the Sales Partner Agreement are subject to updated policies.

5.2.5 VALUE OF GIFT VOUCHER: As per the mutually agreed investment in the generation & utilization of Digital and/or Physical Gift Voucher(s) by both parties involved in this Sales Partner Agreement.

5.2.6 VOUCHER BALANCE: The Digital and/or Physical Gift Voucher(s) balance remains intact in the account of the Sales Partner up to 1 (One) Year, i.e. 365 days as an expiry date, and it is used to label the Digital and/or Physical Gift Voucher(s).

5.2.7 GIFT ON BULK BUYING: It is a one-time gift, so Digital and/or Physical Gift Voucher(s) will not remain valid once it is redeemed utterly. In other words, the Digital and/or Physical Gift Voucher(s) does not apply to further/bulk buying.

5.2.8 GIFT VOUCHER TRADING: This Sales Partner Agreement prohibits the trading of Digital and/or Physical Gift Voucher(s) and such Digital and/or Physical Gift Voucher(s) cannot be sold to 3rd (Third) Party. Only customers, who are issued such Digital and/or Physical Gift Voucher(s), can purchase all.

5.2.9 MISUSE OF GIFT VOUCHER: Once the Digital and/or Physical Gift Voucher(s) are generated and issued, the First Entity never remains liable to its misuse/discard, as it is handed over to 3rd (Thrid) Party i.e. end users (customers).

5.2.10 GIFT VOUCHER VALIDITY: The Digital and/or Physical Gift Voucher(s) remain valid as per the period agreed on by both parties in this Sales Partner Agreement.

5.2.11 SHIPPING CHARGES: The end users (customers) are liable to pay shipping charges only in some faulty cases scenario as defined by the First Entity in its Terms and Conditions.

5.2.12 REDEEMING OF GIFT VOUCHER: Redeeming of Digital and/or Physical Gift Voucher(s) must meet its pure/original intent. The original intent here is to offer a unique incentive for buying products provided by Sales Partner. Therefore, redeeming Digital and/or Physical Gift Voucher(s) in cash or other forms is not a possible except purchase of gifts from the GiftedToAll e-Portal.

5.2.13 Digital and/or Physical Gift Voucher(s) are only offers for sales promotion of the Second Entity and provide Digital and/or Physical Gift Voucher(s) complementary to their Customers, whose Consideration is not to be recovered from those Customers.

5.2.14 DISASTER MANAGEMENT: In the case of Natural Calamities and/or Disasters like Storms, Floods and Epidemics (like COVID-19) most business terms and conditions can get changed accordingly. We may try to display the same on the site as well as notify our esteemed Sales Partner.

 

Hitherto each Party agrees that it has carefully reviewed the terms and conditions of the Agreement and understood the terms as well as their interpretations.

 

Moreover, both parties voluntarily agree to accept each or every provision of this Sales Partner Agreement they entered by signing in the presence of valid witnesses on a given date and time with authenticated stamps.

 

Signed by GiftedToAll India Ltd.	Signed by Sales Partner
01.   02.   Signature of Witnesses	01.   02.   Signature of Witnesses
Authenticated Stamp with Signature	Authenticated Stamp with Signature
Place, Date, & Time	Place, Date, & Time