This present agreement is established in order to set up a contractual relationship by and between Brackly Group of Companies and the Vendor
This present agreement is established in order to set up a contractual relationship by and between: Brackly Group of Companies (hereinafter referred to as “Jilito”), a company registered in the Islamic Republic of Pakistan.
The Vendor (hereinafter referred to as “Vendor” ), a company, registered under the laws of the Islamic Republic of Pakistan.
(Jilito and Vendor are hereinafter referred to collectively as the “Parties” and individually as a “Party” )
This document is an electronic record in terms of Electronic Transactions Ordinance 2002 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Electronics Transactions Ordinance of 2002.
This electronic record is generated by a computer system and does not require any physical or digital signatures.
2. Interpretation & Definitions
3. Access to Platform and Vendor Portal
4. Featuring Products on The Platform
5. Vendor Performance
6. Vendor Obligations to Customer Service
7. Admin Fees
10. Intellectual Property
13. Limitation of Liability
14. Force Majeure
15. Duration & Termination
18. Relationship of The Parties
1.1. Jilito is in the business of providing services to facilitate Ecommerce via its online marketplace at Jilito – a platform that enables Customers and Vendors to transact online. The Vendor wishes to sell Products on the online marketplace platform provided by Jilito. Jilito offers multiple services to facilitate sales via its online platform. The Vendor appoints Jilito as its commission agent under the terms & conditions set hereunder.
1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.
1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behaviour of both Parties.
1.4. Every transaction of the Vendor on Jilito’ platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Jilito. This agreement will be considered valid as soon as it is electronically accepted by the Vendor.
1.5. The service provided by Jilito is limited to referring customers to the Vendor and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Vendor. This support is covered within the agreed level of commission and any additional service fees.
1.6. Jilito may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Vendor without any prior intimation.
1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Jilito’ services, platform policies will evolve and change over time (with notice to the Vendor). The Vendor’s use of the platform and access to the Vendor Portal is subject to this agreement and the latest platform policies available on Jilito.
1.9. In order to maintain its reputation for quality and high service standards, Jilito reserves the right to delist the Vendor and to terminate the relationship with the Vendor based on Jilito’ internal quality assessment of the Vendor as governed by Jilito’ Customer Protection Policy.
1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Vendor Code of Conduct. Any breach in the Vendor Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Vendor Code of Conduct is amended, Jilito shall inform the Vendor of the said amendment.
2. INTERPRETATION & DEFINITIONS
2.1. In this agreement, the words and expressions below shall have the following meanings:
|Bank Account||The bank account specified by the Vendor in which payments are to be made.|
|Business Day||A day (excluding Saturdays and Sundays) on which banks generally are open for business in Pakistan.|
|Admin Fee Schedule||The schedule setting out the admin fee which is payable to Jilito by the Vendor for each type of Product sold on the Platform.|
|Competitor||Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Pakistan. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor.|
|Inquiry Board||The contract entered into between the Vendor and a Customer for the sale and purchase of the Products on the Platform.|
|Vendor Compliance Policy||Jilito’s Vendor Compliance Policy outlines the standard guidelines Vendors need to follow on Jilito’s platform. Any violations made by the Vendor, as per this policy will result in penalties.|
|Buyer-Vendor Interaction Policy||Jilito’s Buyer-Vendor Interaction Policy outlines the standard of behaviour that Vendors need to follow when connecting with customers on the Inquiry Board and, Chat Box (of Jilito). Jilito monitors all kinds of Buyer-Vendor communications and is authorized to take action in case of any violations. Click here to view the complete policy.|
|Customer||A person, who purchases Products on the Platform.|
|Additional Fee(s)||Any fees charged by Jilito for any additional services such as returns.|
|Final Delivery||The transfer of ownership of the product from the Vendor to the end customer.|
|General Terms||The terms set out in this agreement.|
|In writing/written||All communications made through the Vendor Portal or sent by Jilito through courier or email.|
|Inbound||The reception department at Jilito’ warehouse that performs the actions of accepting and registering Products brought to the warehouse by the Vendor.|
|Intellectual Property||Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them.|
|Regular Price||The listing price of the Product on the Platform and shall be that price at which the Vendor informs Jilito that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Vendor is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Vendor offers the same Product through its own sales channels.|
|Penalty/Penalties||Any financial and/or operational penalty inflicted by Jilito on the Vendor for any breach of Platform Policies.|
|Pending||The status on the Vendor Portal depicting that an order has been received and awaiting processing.|
|Performance Scorecard||The report conveyed to the Vendor by Jilito which depicts the operational performance of the Vendor.|
|Platform||The website Jilito or any affiliate website.|
|Platform Policies||All the policies and guidelines applicable to Vendors and available on Jilito.|
|Product(s)||The products which the Vendor intends to sell on the Platform.|
|Ready to Ship||The Products are signalled as being physically available, packed according to packaging guidelines and ready to be transferred to Jilito for delivery.|
|Delivery Failed||A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever.|
|Required Product Information||Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): Product Title.Price (₨)Category.brandFeatured image.Short DescriptionDescriptionInventorySKU.Manage Stock?ShippingWeight (g)Dimensions (in)AttributesBrandBrand WarrantyColor Family|
|Return Policy||The policy governing the return, refund, cancellation or rejection of products and which can be viewed within.|
|Returned Product||A Product that had been delivered but has been returned by the Customer, for any reason whatsoever.|
|Rules of Packing & Shipping||The rules governing the dispatch and handling of the products sold by the Vendor, which can be viewed within.|
|Vendor Portal||The login-based platform accessible by a Vendor by using the user name and password provided to it by Jilito|
|Vendor Performance||The Vendor performance in accordance with the policies and standards defined by Jilito|
|Vendor Support Portal||The support service provided by Jilito to solve the issues faced by Vendors as well as help Vendors grow their business.|
|Shipped||A Product is considered shipped and on course for delivery to the Customer.|
|Signup Process||Process via which brand(s) or entities sign up to sell on Jilito’ online marketplace.|
|Third Party Logistics (3PL)||An external service provider designated by Jilito for shipping.|
3. ACCESS TO PLATFORM AND VENDOR PORTAL
3.1. After going through and successfully completing the Signup Process, Jilito shall provide the Vendor with a unique username and password to access the Vendor Portal and complete the registration process.
3.2. The Vendor is responsible for maintaining up to date information pertaining to their business on Vendor Portal such as, but not limited to, address and bank account number. Jilito is not responsible for any liability arising from incorrect information supplied by the Vendor.
3.3. The Vendor shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Vendor is solely responsible for any use of or action taken under the password and shall fully indemnify Jilito from any damages or injury resulting from any unauthorized use of its password.
3.4. Any correspondence or communication received through the Vendor Portal and/or appointed email address shall be presumed to originate from and have been made with the approval of the Vendor and Jilito shall be entitled to rely on such correspondence or communication.
3.5. Every message sent to the Vendor through his registered email in the Vendor Portal account or via Vendor Portal which did not receive an answer or written objection within 72 hours will be worth agreement between Jilito and the Vendor.
3.6. The Vendor shall complete a training module in order to be ready for operating on the Platform. The Vendor must pass this training and implement the learnings in their operations in order to start selling via Jilito.
4. FEATURING PRODUCTS ON THE PLATFORM
4.1. Jilito shall feature the Vendor’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Vendor and not by Jilito.
4.2. Jilito may offer additional promotions/discounts over and above a Vendors Listed Price via multiple channels and the Vendor agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Vendors Listed Price.
4.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Jilito.
4.4. Any particular Product(s) featured on the Platform may be delisted by Jilito if sale of that Product would contravene any law or the Vendor breaches any of its obligations under this agreement and in such case, the Vendor shall be notified immediately.
4.5. Vendor shall provide Jilito with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Vendor will be responsible for listing their own products.
4.6. Jilito reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Vendor provides.
4.7. Where at the request of the Vendor, Jilito produces digitized images and photographs of the Product(s) for display on the Platform, Jilito may charge a Fee and is entitled to deduct this amount from payments made to the Vendor for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement.
4.8. Featuring any Product on the Platform shall constitute an offer of sale on display by the Vendor to all persons using the Platform.
4.9. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Vendor’s offer to sell the Product and a binding contract shall come into force between the Customer and the Vendor. The order is considered legally confirmed once the item is dispatched by the Vendor. The terms of the contract are offered by the Vendor and are agreed to by the Customer and have no relation with Jilito.
4.10. Jilito will not be responsible for, resolve or mediate any disputes between the Vendor and a Customer.
4.11. All Contracts entered into between the Vendor and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.
5. VENDOR PERFORMANCE
5.1 The Vendor agrees to respect and follow Jilito’s Compliance Policy to operate their shop smoothly and avoid the consequences of breaching the policy.
5.2. The Vendor agrees to respect and follow Jilito’ Customer Protection Policy. If any changes occur in the policy, the Vendor will be informed via email.
5.3. Jilito measures Vendor performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Vendor:
5.3.1. Jilito will rank the Vendor based on performance. There are daily order limits associated with each rank.
5.3.2. Jilito may, at any time, delist, downgrade or upgrade the Vendor depending on commercial and operational performance without any prior notice to the Vendor.
5.3.3. Upon delisting, the Vendor may need to go through the training module again in order to re-list on Jilito’ Platform. Jilito retains the right to blacklist Vendors who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.
5.3.4. Jilito may, at its discretion, exempt certain Vendors from the daily order limitations and delisting criteria. These Vendors may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Vendor as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:
126.96.36.199. High rate of return on products
188.8.131.52. Lack of respect of packaging guidelines
184.108.40.206. Cancellations and orders out of stock
220.127.116.11. Slow fulfilment of orders
18.104.22.168. Selling counterfeit and illegal Products
6. VENDOR OBLIGATIONS TO CUSTOMER SERVICE
6.1. Jilito may forward questions or complaints received by Jilito’ Customer Service department regarding any sold Product(s) to the Vendor. The Vendor shall be obliged to respond to Jilito on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.
6.2. On receiving Vendor’s response to any question or complaint, Jilito shall promptly forward the response to the Customer.
6.3. If a Vendor fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Vendor or any of its Products may be de-listed from the Platform without further notice.
7. Admin Fees
7.1. As an agent for the Vendor, Jilito shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Admin Fees unless specified otherwise in any special terms agreed upon.
7.2. Admin Fees are calculated as a percentage of tax inclusive sales price.
7.3. These Admin Fees are deducted by Jilito when making a payout to the Vendor defined under Payments.
7.4. Jilito reserves the right to adjust the percentage Admin Fees, providing suitable notice of 14 days in advance to the Vendor before enactment.
8.1. Jilito shall receive and process all payments for Products purchased on the Platform on behalf of the Vendor. Jilito shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its Admin Fees for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.
8.2. The payments will be made to the Vendor on a bi-monthly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer.
8.3. Jilito will ensure payment statements are available on the Vendor Portal with all relevant payment information.
8.4. All payments will be made in Pakistan Rupees. In case the Vendor wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the Vendor Portal. Payments will be made via online transfer to the Bank Account specified by the Vendor in the Vendor Portal.
8.5. The Vendor agrees that Jilito shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Vendor with regards to its Bank Account
8.6. In case a payment has been issued by Jilito to the Vendor for a delivered item that is later returned to Jilito by the customer, Jilito will deduct equivalent amount in the next cycle and return the product to the Vendor (subject to return policy).
8.7. In case a Vendor’s Product is lost by Jilito and/or 3PL during transit or handling, Jilito will reimburse the Vendor for the Product in question.
8.8. In case the Vendor raises a dispute about the condition of a returned Product (e.g., Product is damaged), Jilito will reimburse the Vendor for the Product in question given the case is reviewed and accepted by Jilito in favour of the Vendor. For such a reimbursement, title of ownership of said Product shall only pass to Jilito in the case Jilito decides to hold the Product for commercial purposes. Jilito may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Jilito.
8.9. Jilito shall be entitled to deduct or withhold from payments to be made to the Vendor under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
8.10. Any sums due to the Vendor hereunder may be applied by Jilito as a set off against any sums owed by the Vendor to Jilito, or against any claims of third parties against Jilito arising from the Vendor’ performance, whether under this agreement, any Contract or other document.
8.11. The Vendor shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Vendor shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Jilito shall have no liability in this regard.
9.1. The warrants to Jilito that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Vendor or others, will:
9.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;
9.1.2. Be of merchantable quality and fit for the purpose(s) intended; and
9.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.
9.2. The Vendor furthermore warrants and represents to Jilito that:
9.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Vendor, enforceable against the Vendor in accordance with the terms thereof.
9.2.2. The Products and their packaging will comply with all applicable marking and labelling requirements.
9.2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour.
9.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Pakistan and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labour practices, including without limitation working conditions, wages, hours and minimum ages of workers.
9.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.
9.2.6. It is legally entitled and permitted to sell the Products that it is listing.
9.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.
9.2.8. It will package and ship all Products in accordance with all applicable laws and the Vendor shall be solely responsible for any violation of law and will indemnify Jilito against the consequences of any such violation.
9.2.9. All information, including but not limited to all information furnished to Jilito with regards to the Products is accurate and up-to-date.
9.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.
9.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Vendor in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.
9.2.12. The entry, delivery and performance of this agreement or any Contract by the Vendor will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.
9.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Vendor shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon Jilito’ written request, the Vendor shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.
9.2.14. If necessary, the Vendor shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Jilito to feature the Products on the Platform, at its own cost.
9.2.15. Jilito may at any point require the Vendor to provide any financial, business or personal information for any purpose whatsoever, and the Vendor shall provide the same to Jilito within seven (7) Business Days of such request being made.
9.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.
10. INTELLECTUAL PROPERTY
10.1. The Vendor warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Vendor warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.
10.2. The Vendor undertakes and represents to Jilito that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Jilito acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.
10.3. The Vendor represents and warrants to Jilito that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.
10.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.
10.5. The Vendor shall not be entitled to use any Intellectual Property belonging to Jilito without Jilito’ prior approval in writing.
10.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Jilito or Vendor’s on the platform or otherwise tarnish or dilute any Jilito or Vendors’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party
11.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Vendor by Jilito, or produced or created by the Vendor for Jilito hereunder are the intellectual property of, and confidential to Jilito and Vendor and shall be used solely by the Vendor for purposes of this agreement. All such information shall be treated and protected by the Vendor as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Jilito, and shall be disclosed within the Vendor’s organization only on a need-to-know basis.
11.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Vendor in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.
11.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.
11.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.
12.1. The Vendor agrees to release, defend, indemnify and hold harmless Jilito, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:
12.1.1. any defect in Products sold to any Customer;
12.1.2. any claim made by any Customer on the basis of any Contract;
12.1.3. any defect in the packaging or shipping of a Product by the Vendor;
12.1.4. any violation of any law committed by the Vendor, including any failure by the Vendor to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
12.1.5. any negligence or fault of whatever nature of the Vendor or its affiliates, and any director, officer, employee, contractor, or agent; or
12.1.6. any breach in any warranty or representation made herein.
13. LIMITATION OF LIABILITY
13.1. The Platform and Vendor Portal, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Vendor’s Access To And Use Of The Platform And The Vendor Portal, Are Provided “As-is.” The Vendor Acknowledges And Confirms That It Will Access And Use The Platform And The Vendor Portal At Its Own Risk. To The Fullest Extent Permissible By Law, Jilito Disclaims:
(i) Any Representations Or Warranties Regarding This Agreement, The Contracts Or The Transactions Contemplated By This Agreement, Including Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose Or Non-infringement;
(ii) Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And
(iii) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Jilito’ Negligence. Jilito Does Not Warrant That The Functions Contained In The Platform And Vendor Portal Will Meet The Vendor’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Jilito Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.
Jilito Does Not Warrant That the Functions Contained in The Platform and Vendor PORTAL Will Meet The Vendor’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Jilito Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.
13.2. Because Jilito Is Not A Party to The Contracts Between Customers and Vendors, If A Dispute Arises Between Them, The Customer And Vendor Release Jilito (And Its Agents And Employees) From Claims, Demands, And Damages (Actual And Consequential) Of Every Kind And Nature, Known And Unknown, Suspected And Unsuspected, Disclosed And Undisclosed, Arising Out Of Or In Any Way Connected With Such Disputes.
13.3. Jilito Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Vendor Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Vendor In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If Jilito Has Been Advised Of The Possibility Of Those Costs Or Damages. Further, Jilito’ Aggregate Liability Arising Out Of Or In Connection With This Agreement, The Contracts Or The Transactions Contemplated Will Not Exceed At Any Time The Total Commission During The Prior Three Month Period Paid By The Vendor To Jilito.
14. FORCE MAJEURE
14.1. Jilito shall not be liable to the Vendor or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Jilito’ obligations if the delay or failure was due to any cause beyond Jilito’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Jilito’ reasonable control:
14.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.3. import or export regulations or embargoes;
14.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Jilito or of a third party);
14.1.5. interruption of production or operation, difficulties in obtaining raw materials labour, fuel, parts or machinery;
14.1.6. power failure or breakdown in machinery.
14.2. Jilito may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Jilito shall not be liable for any loss or damage suffered by the Vendor as a result of such suspension, including but not limited to from the Vendor’s failure to fulfill any Contract with a Customer.
15. DURATION & TERMINATION
15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.
15.2. The Vendor may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.
15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 below, Jilito shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Vendor.
15.4. The following shall constitute events of default:
15.4.1. the Vendor being in breach of any warranty or representation under this agreement or any Contract;
15.4.2. the Vendor being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Jilito of such breach;
15.4.3. the Vendor passing a resolution for its winding up or a court of competent jurisdiction making an order for the Vendor’s winding up or dissolution;
15.4.4. The making of an administration order in relation to the Vendor or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Vendor’s assets;
15.4.5. the Vendor making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
15.4.6. the Vendor ceasing or threatening to cease to carry on business; or
15.4.7. Jilito reasonably apprehends that any of the events mentioned above is about to occur in relation to the Vendor and notifies the Vendor accordingly.
15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Vendor shall be obliged to perform all Contracts entered into with Customers.
15.6. The Parties will settle all outstanding liabilities on termination of this agreement.
16.1. The Vendor may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Jilito. If consent is granted, any such assignment by the Vendor shall not increase or alter Jilito’ obligations nor diminish the rights of Jilito, nor relieve the Vendor of any of its obligations under this agreement or any Contract.
16.2. Jilito reserves the right to assign this agreement, in whole or in part, to any party, including Jilito’ affiliates.
16.3. The Vendors shall give Jilito prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.
17.1. All notices between the Parties shall be in writing.
18. RELATIONSHIP OF THE PARTIES
18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Jilito in relation to the Vendor beyond that specifically expressed in this agreement as a commission agent.
19.1. The Vendor acknowledges and agrees that Jilito may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Vendor upon the posting of such changes on Vendor Portal or on the Platform, and the Vendor is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Vendor should refer regularly to Vendor Portal to review the current agreement (including the Platform Policies). Jilito will inform the Vendor of any modification via email. THE VENDOR’S CONTINUED ACCESS AND USE OF THE PLATFORM AND VENDOR PORTAL AFTER JILITO’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
19.2. The Vendor will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Vendor Portal or via Email. If there is no response from the Vendor it will count as an agreement on the Vendors part.