1. PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to appoint the Marketer as an exclusive (choose one) marketer, promoter, advertiser, and/or reseller of the Provider’s products and/or services in agreed territories, through online and offline channels, under the terms and conditions set forth herein.
This Agreement does not create a partnership, joint venture, employment, or agency relationship unless explicitly stated.
2. NATURE OF RELATIONSHIP
This Agreement is a commercial marketing and reseller arrangement only. Nothing herein shall be deemed to create a partnership, joint venture, franchise, employment, or agency relationship between the Parties.
Each Party acts independently and bears its own operational risks.
3. SCOPE OF SERVICES
The Marketer may perform the following activities:
a) Marketing, advertising, promotion, and branding
b) Digital marketing, social media promotion, influencer campaigns
c) Reselling products or services directly to customers
d) Lead generation and customer acquisition
e) Market research and brand positioning
f) Distribution through online platforms, marketplaces, or physical channels
g) Customer communication and pre-sale support
The Marketer shall determine the methods of promotion independently, provided they remain lawful and brand-compliant.
4. PRODUCTS AND SERVICES
The products and/or services covered under this Agreement shall include:
[Product/Service Description]
The Seller retains full ownership, intellectual property, and responsibility for product quality, performance, warranties, and compliance.
5. PRODUCT AUTHENTICITY & LEGAL COMPLIANCE
The Seller expressly represents and warrants that:
All products and services are genuine, lawful, and accurately described
No product infringes any copyright, trademark, patent, or third-party rights
Products comply with all applicable laws, safety standards, and regulations
The marketer shall bear no responsibility for counterfeit, illegal, or defective products supplied by the Seller.
6. TERM OF AGREEMENT
This Agreement shall remain valid for a minimum initial term of one (1) year, unless terminated earlier in accordance with this Agreement.
Renewal may occur automatically or upon mutual written consent.
7. CONFIDENTIALITY
All commercial, technical, financial, customer, and operational information exchanged between the Parties shall be treated as strictly confidential.
Neither Party shall disclose such information to any third party without written consent, except where required by law.
This obligation shall survive termination of the Agreement.
8. PRICING, COMMISSION & PAYMENTS
8.1 Commission / Margin
The Marketer shall earn:
A commission of [10%] per successful sale
OR
A resale margin determined mutually
8.2 Payment Terms
Payments shall be made:
Monthly / Quarterly / Per Transaction
Within [7-10] days from invoice date
8.3 Currency & Method:
Payments may be made via bank transfer, digital payment platforms, or other mutually agreed methods, in [Currency].
9. DELIVERY POLICY
The Seller shall ensure delivery of products within three (3) to five (5) working days from order confirmation, unless otherwise stated.
Responsibility for delivery logistics and delivery charges shall be as mutually agreed and clearly disclosed to customers.
The Company shall not be liable for delivery delays caused by the Seller or third-party logistics providers.
10. RETURN & REFUND POLICY
Customers may request returns within seven (7) days from the date of delivery, subject to the provider’s return policy.
Returned products must be unused, undamaged, and in original condition.
Responsibility for returned items and associated costs shall be governed by the Company’s operational policy.
11. UNIQUE PRODUCT CODE & PLATFORM CONTROL
Each product shall be assigned a unique product or tracking code for identification, monitoring, and transaction management.
All such codes, systems, dashboards, and online infrastructure shall remain the exclusive property of the Company.
The Seller shall not attempt to bypass, duplicate, or misuse platform systems.
12. TERMINATION
12.1 Ordinary Termination:
Either Party may terminate this Agreement by providing 30 or 60 days’ prior written notice, as agreed.
12.2 Immediate Termination:
The Company may terminate this Agreement immediately, without notice, if the Seller:
-Violates any law or regulation
-Engages in fraud, misrepresentation, or unethical conduct
-Sells prohibited or counterfeit goods
-Damages the reputation of the Company
Termination shall not affect accrued rights or outstanding payments.
13. LIMITATION OF LIABILITY
The Company shall not be liable for:
-Product quality issues
-Customer misuse
-Indirect or consequential losses
-Total liability, if any, shall be limited to the commission received under this Agreement.
14. INTELLECTUAL PROPERTY & BRAND USE
14.1 The Principal grants the Marketer a limited, non-transferable license to use trademarks, logos, brand materials, and content solely for promotional purposes.
14.2 No ownership rights are transferred.
14.3 The Marketer shall not alter brand identity without written approval.
15. DATA PROTECTION & PRIVACY
Each Party shall comply with applicable data protection laws including but not limited to local privacy regulations, and international best practices.
Customer data shall not be sold, misused, or disclosed without lawful consent.
16. DISPUTE RESOLUTION & ARBITRATION
Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration.
Unless otherwise agreed, arbitration shall be conducted in accordance with the Arbitration Act of the applicable jurisdiction.
The seat and venue of arbitration shall be mutually decided or specified in an annexure.
17. FORCE MAJEURE
Neither Party shall be liable for failure to perform due to events beyond reasonable control, including natural disasters, war, pandemics, government restrictions, or internet failures.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the agreed governing jurisdiction.
19. AMENDMENTS & ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions.
Any amendment must be made in writing and signed by both Parties.
