VENDORS AGREEMENT

THIS VENDORS AGREEMENT (hereinafter referred to as “Agreement”) is executed on this Fri day of 31 Mar, 2023 (hereinafter the “Effective Date”).

                                                          BY AND BETWEEN                                                         

FUNEDGE EDUCATION SOLUTIONS PRIVATE LIMITED, A Private Limited Company incorporated under the Companies Act,2013 having its office at 204, Northside, Hiranandani Meadows, G.A. Road, Thane-400610, Maharashtra, India, where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Company”);

AND

______________, an individual aged ____, S/o of _________, residing at _________________ or M/s._____________, Private limited Company/Partnership/Limited Liability Partnership/One Person Company registered under the _________Act, represented by its ________,  having its office at ___________________, where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Vendor/Service Provider ___ details to be provided later to us.”);

The “Company” and “Vendor/Service Provider” shall be referred to as the “Party” individually and as “Parties” collectively, as the context may require.

The Company is in the business of operating a website bearing the name https://www.funguruapp.com/ and mobile application for IOS and Android “Funguru” (hereinafter the Platform) which enables in connecting students with teacher or coaching classes. The fee for the courses availed for by the students can be paid for through the platform and the classes for the same would be conducted through the Platform.

WHEREAS the Vendor/ Service Provider is in the business of providing teaching services and conducts classes in proposed subjects;

WHEREAS the Company wishes to enter into an agreement with the Vendor and the Vendor has agreed to offer for sale their services on the company’s Platform by agreeing the terms and conditions, privacy policy and all other associated conditions and policies, including the conditions specified in the present Agreement for the same.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:

1. DEFINITIONS

1.  “Buyers/Customers/Users” shall refer to those willing to avail/purchase the services offered through the Platform and “Service Providers/Vendors” shall refer to those from whom Buyers can purchase the Services through the Platform.
2. “Services” refer to providing a Platform for Customers to make avail or purchase the services of services providers from varied fields and make payment for the same through the platform.
3. “Third Parties” refer to any Application, company or individual apart from the User and the creator of this Application.

2. ARRANGEMENT

1. The Vendor may sign this agreement on the Platform where his details shall be entered. After the Vendors successfully completes the sign-up process on the platform and uploads all the required business credentials and supporting documents, the agreement shall be generated by the Company, a soft copy of which shall be provided to the vendor. The Vendor’s act of signing up on the website would be construed as an act of agreeing to the terms, hence the signature of the Parties would not be required in the said case. 
2. The Vendors would also have the option of entering into an agreement with the Company by signing of a physical contract through offline mode.
3. Based on mutual discussions, it is agreed by and between the parties hereto that the Vendors shall list their services including but not limited teaching and conducting classes in various subjects that they specialize in on the Company’s Platform subject to the terms and conditions hereinafter contained.
4. The Company shall verify the credentials of all Vendors before they can begin promoting their services for sale on the Platform. To complete the verification process, The Company may collect the following information but not limited to:

1. Vendor need to get registered to sell their services on this portal.
2. All the legal documents (GST Certificates with address, Bank Account details, Company PAN Card (in case of Proprietorship – Sole Proprietorship Pan Card should be submitted).
3. For Partnership firm the Partnership firm Pan Card should be submitted.
4. For Limited or Private Limited Company, LLP pan card is required to be submitted.
5. In case of Limited Liability Partnership firm, the LLP Firm Pan Card      
6. Contact number and e-mail address of the Vendor or the vendor’s representative. 
7. Certificates authenticating their qualifications or permitting them to provide the services.
8. After verification by the Company vendors will be intimated about the status of the application, whether it is approved or rejected.

3. PRICE AND PAYMENT

1. The customer shall pay the amount directly to the Company through the payment options on the Platform.
2. Any levy of taxes, in the present or future imposed in India (Central and State Jurisdictions) pertaining to the services offered by the Vendor on the Platform shall be borne entirely by the Vendor.
3. Both Parties agree that any change in the fee for the services as set out in Annexure-I to the Agreement, must be intimated to the Company at least 7 days in advance before the revised fee becomes effective. Any price change that has not been intimated shall not come into effect.
4. In the event that the Vendors is liable for breach of any of his obligations under the Agreement, the Company shall be entitled to cancel all or any part of any service(s) that remains unperformed, in addition to claiming any damages that may result from the Vendor directly or indirectly for any loss of business to the Company.
5. The Parties agree that the payment due to the Vendor from the Customer which has been made to the Company shall not be transferred to the Vendor till the first class has been attended, if the student fails to attend the first class they will be eligible for seeking a refund; under such circumstances payment will not be transferred to the Vendor. Hence payment for any sale of Services would be transferred only after the student has attended the first class of the course he or she has signed up for.
6. The Company shall charge a commission of 30% from Vendors on the services sold through the Platform. The commission percentage set out herein shall be deducted from the payment for the services collected on the Platform from the customer and the remaining amount will be transferred to the Vendor.
7. The Payment due to the Vendors from the Company shall be made through online fund transfer, cheques or any other mode of payment that the parties agree on mutually from time to time. The payment shall be remitted after deducting GST, TDS and all other applicable tax deductions.
8. The Vendors will be liable to pay an annual subscription fee each year to continue being registered on the Platform and a sign-up fee would be charged from the Vendors at the time of registering on the platform. The details of such fee charged are laid out in Annexure-II to the Agreement.
9. All the Fees charged by the Company can be revised by the Company at any point of time without any prior intimation.

4. OBLIGATIONS OF THE COMPANY

1. The Company shall provide the Vendor with relevant information as sought by the Vendor in order to provide services to the Customers of the Platform from time to time.
2. All payments shall be made to the Vendor in accordance with the terms of payment, as set out in Clause 3 of the Agreement.  Adequate written notice shall be given in the event of any delay in payment.
3. After rendering of the service to the Customer, a Customer may lodge a complaint with the Vendor directly for deficiency of service and may report a copy of the same complaint to the Platform. The customer may also write a review for the Service on the Platform and use as a means for communicating their complaint. 
4. The Company will have all the rights and the authority to delist the vendors without prior intimation and without specifying any reason for the same. 
5. In the event that a customer raises complaints or initiates any claim after availing the services, the same shall be construed to be due to deficient service provided by the Vendor and the Vendor shall be solely responsible for settling such claims.

5. OBLIGATIONS OF THE VENDOR

1. The Vendor shall provide the Company with the documents necessary for registration including but not limited to Pan Card, NEFT Certification provided by the Bank and Address and ID proof. The Vendor will also provide VAT/TIN/GST Certification whenever the same is applicable to them.
2. In the event the Vendor is unable to meet the quality standard of service or time line for providing the service, the Vendor hereby agrees to pay the Company a penalty of 10% of the fee value of the service which was required to be to delivered and this penalty shall be deducted by the Company, when they are making the next payment to the Vendor.
3. The Vendor hereby expressly agrees that it shall deliver quality services to the Customers of the Company and carry out its obligations in an effective, diligent and timely manner and charges can be levied on the Vendor if the Company has reasonable grounds to believe that the quality of the Service is substandard.
4. Vendor expressly agrees to ensure the services sold by them on the Platform are legally permitted and they possess the requisite qualifications and certifications to deliver the services.
5. The Vendor hereby agrees to provide the Company with all the details regarding the services he will be listing for sale on the Platform.
6. In furtherance to the above clause, the Vendors permit the Company to collect information on the services from the web portals and through permitted associates of the Vendors. The Vendor also permits the Company to use their trademark and trade names with regard to the services listed on the Company’s Platform.
7. The Vendor further permits the Company to sub-license the right over their trademark and trade name to third party for publicity purposes.

10. In case if vendor fails to inform the Company that a service is not being provided by them currently and the Company suffers losses due to the same, then Company have rights to charge penalty of about 10% to the Vendor.
11. The vendor should provide immediate update to the company if there is any change in their Address, contact details GST, PAN, cancelled cheque, authorized permits or government licenses for providing the services etc from time to time.
12. Vendors need to download copies of the company generated invoice issued to the Customers for their record from the Platform. The same shall be a computer-generated invoice does not require to have any signature or need to be stamped.
13. It’s Vendor’s responsibility to ensure that the services delivered are up to the expected standard of the customer and also co-ordinate with the Customer regarding the scheduled date for commencement of delivery of the Services.
14. The Vendor hereby agrees that all discount given on the Platform with regard to their services have been given by the Vendor themselves at their discretion and the Company is not involved in any way with the discounts announced on the products.
15.  Vendors are not allowed to sell any services which is banned by the government.
16. Vendors/ sellers are not allowed to sell any services bearing pornographic or adulterous content.

6. OTHER OBLIGATIONS

1. The Vendor is subject to the refund policies of the Company and is responsible for providing good quality services as per the standards set by the Company.
2. The Vendor is responsible for providing authentic and quality services and the Vendor should possess all the requisite legal permissions for offering the services listed by him/her on the Platform. No service which is aids or aims at promoting an illegal activity in any manner will be allowed to be listed or sold through the website of the Company.
3. The Vendor will be responsible if the customer makes any claims or issues complaints due to substandard quality of services or deficiency in the services and he alone shall be responsible for settling such claims.
4. The Vendors hereby agree that they will be rated based on the quality of the services delivered by the Company and the customers. The parameters and conditions for the same are set out in Annexure-III to the Agreement. In case of their rating below 2 level the Company will have the right to terminate the services of the Vendor without any prior notification.

7. VENDOR WARRANTIES AND REPRESENTATIONS

1. The Vendor warrants and represents that the services provided under this arrangement shall conform to quality specifications and the Vendor is legally authorized to provide all the Services, agreed to be provided under this Agreement.
2. The Vendors should not raise any objection against the Company for sharing their accounts of association with the Company on the Company’s social media handles or for any other promotional activity.

8. LIABILITY

Notwithstanding anything in this Agreement, both Parties agree that all liabilities including originality, genuineness, quality, copyright and non-performance claims with regard to the Services would rest entirely with the Vendor and the Company would not have any liability in this matter.

9. INDEMNITY
   1. The Vendor agrees to indemnify, protect and hold harmless Company from any and all claims, demands, damages, suits, losses, liabilities and causes of actions arising directly from the actions of any third party in relation to the services provided by the Vendor and offered by the platform of the Company.
   2. The Vendor agrees to indemnify, protect and hold harmless the Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Vendor and/or his/her Personnel arising from the performance of  scope of services offered by the Vendor under this Agreement, including personal injury or death to any person (including to Vendor and/or his/her Personnel), as well as any liability arising from the Vendor’s failure to comply with the terms of this Agreement. The Vendor’s obligations hereunder shall include the cost of defense, including attorneys' fees.

10. INTELLECTUAL PROPERTY RIGHTS

Unless the Company has otherwise agreed to in writing, nothing herein gives the Vendor a right to use any of the Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, save according to the provisions of this Agreement.  Further, the Vendor agrees to use any trademark, service mark, trade name or logo of the Company authorized by the Company in a manner that does not cause, is likely to cause or intends to cause confusion about the owner of such marks, names or logos.

All logos, trademarks, brand names, service marks, domain names and other distinctive brand features of the Company and the designs available on the Website are the property of the Company.  Intellectual Property for any individual service, if applicable, will rest with the Vendor.

11. CONFIDENTIALITY
    1. The Parties may share some information that is confidential and proprietary in nature with the other Party for the purpose of enabling the parties to interact and work productively (the “Purpose"). Any such information shall be used only for the intended purpose and shall not be disclosed, published or otherwise cause to be disclosed to any third party.
    2. During the term of this Agreement and after the conclusion thereof, the Vendor agrees to keep in strictest confidence and not disclose to any third party the confidential information shared, including but not limited to, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement, unless such disclosure is required by law.
    3. The Vendor agrees to treat any data including but not limited to personal data, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge in connection with this Agreement through any medium as confidential and shall not disclose the same to any others, except as may be required by law or as may be required to be disclosed on a "need-to-know" basis for implementing this Agreement.

12. NON- SOLICITATION

The Parties hereto agree that they shall not, for the period of 1 year under this agreement, solicit or in any other manner, induce an employee of the other party to leave his/her employment and pursue an employment with them.

13. TERM AND TERMINATION

1. Term: This Agreement is valid from the Effective Date mentioned herein and will remain in effect until modified or terminated by any one of the partners by mutual consent. In the absence of mutual agreement by the authorized officials from the Company and the Vendor this Agreement shall end 1 year from the Effective date.
2. Termination due to breach: In case of breach of any of the terms of this Agreement by either party hereto, the other party shall be entitled to terminate the Agreement immediately by giving a written notice to the party committing the breach/breaches.
3. Termination in case of violation of law: In addition to any other termination rights granted by this Agreement, the Company may terminate this Agreement immediately without liability upon written notice if the Company has reasonable grounds to believe that work being done by the Vendor has any effect of disrepute on the Company or committed an act of fraud against the Company. In addition to the termination, the Company will have the right to seek damages from the Vendor in the form of penalty as decided by the Company on accessing the situation.
4. Termination by notice: This Agreement may be terminated by either party upon giving at least 30 day’s prior notice in writing to the other party. In the event of the Vendor terminating the notice before completion of the term for which subscription fee has been paid by them, the Vendor will be eligible to seek refund of the signup fee amount for the remining period from the Company.

14. EFFECTS OF TERMINATION

The Vendor is required to provide all the services in their entirety requested to it by the Company during the notice period and adhere to all the terms of the Agreement till then.  Any termination shall not affect any liabilities incurred by the Vendor prior to the termination of the Agreement or for acts performed during the execution period of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.

15. FORCE MAJEURE

Neither the Company nor the Vendor shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal or unauthorized.

16. MISCELLANEOUS PROVISIONS
    1. Entire Agreement: The representations and warranties given or made by the Vendor to the Company prior hereto and this Agreement and the terms amended in writing from time to time hereafter shall constitute the entire agreement between the Company and the Vendor pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representation and warranties given by the Company unless incorporated into the Agreement.
    2. Relationship between Parties: It is clarified that this Agreement is on a principal to principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and the Vendor and / or their Staff and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the Vendor
    3. Severability: If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission /commission of the Parties hereto done prior to the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.
    4. Modifications and Amendments: Any Modification to the terms of this Agreement may be carried out by the Company at its discretion and sufficient notice of such modification should be provided to the Vendor in writing. 
    5. Assignment: This Agreement will bind the successors and permitted assigns of the Parties hereto and the Vendor will obtain prior written consent from the Company before assignment of this Agreement. The Company shall be immediately intimated of any sale, assignment, lease or transfer or change on ownership in any way of the Vendor. 
    6. Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If one Party fails to perform its obligations under this Agreement and the other Party does not enforce such provision, failure to enforce on that occasion shall not be taken as a waiver of enforceability rights available to such party.
    7. Survival Of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall survive so as to put an end to the pending operations/transactions already entered into in a smooth manner, when the Parties following any expiration or termination of this Agreement. All liabilities due by the Vendor shall survive the expiry or termination of the Agreement.
    8. Dispute Resolution: The Vendor is bound by the terms and conditions of this Agreement. In any case the Vendor violates any of the provisions of this Agreement, he shall be subject to various legal actions.

The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings shall be held at Thane, Maharashtra, and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. The Parties shall share the costs of arbitration equally, however, this does not affect the right of the Arbitrator to award costs to any one Party.

1. Governing Law Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Thane, Maharashtra, India, for the adjudication of any dispute hereunder or in connection herewith.
10. Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination served on the Company.

IN WITNESS WHEREOF THE PARTIES HERETO SET OUT THAT THE PRESENT DOCUMENT IS A DIGITALLY GENERATED DOCUMENT, HENCE IT DOES NOT REQUIRE TO BE SIGNED. IT HAS BEEN DULY EXCUTED ON THE DATE MENTIONED AT THE START OF THE PRESENT AGREEMENT.

ANNEXURE I

FEE FOR THE SERVICES OFFERED ON THE PLATFORM

Please Note:

1. There is no express or implied assurance of an exam being conducted or certificate being issued on the completion of any of the above listed courses.
2. The Fee for the above-mentioned courses will be collected in advance through the payment gateway on the platform of the Vendor

ANNEXURE II

DETAILS OF THE SIGN-UP FEE

Please Note:

1. The above-mentioned fee will be collected at the time of on boarding of the Vendor on the Platform and the same is not refundable.
2. The Fee will be charged for a term of duration of the course and will not change for the said period.

ANNEXURE-III

TERMS AND PARAMETERS FOR RATING

Please Note:

1. An average rating will be displayed against each Vendor on the Platform and the same cannot be modified once it has been approved.
2. If the Vendor’s average rating falls below 2 stars, the Company will have the right to terminate the Vendor’s association on the Platform on account of unsatisfactory or poor standard of service provided.