Seller Terms & Condition

VENDOR & SERVICES REGISTRATION AGREEMENT

THIS VENDOR & SERVICES REGISTRATION AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”) IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS/DOCUMENTS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY (REASONABLE SECURITY PRACTICES AND PROCEDURES AND SENSITIVE PERSONAL DATA OR INFORMATION) RULES 2011. THIS IS A COMPUTER GENERATED ELECTRONIC RECORD AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. TERMS AND CONDITIONS MENTIONED IN THE AGREEMENT ARE A BINDING CONTRACT BETWEEN MAGICIANS OF WELLNESS (INDIA) PVT LTD, AND MERCHANT OR SERVICE PROVIDER. THE TERMS ARE EFFECTIVE UPON ACCEPTANCE AND WILL GOVERN THE RELATIONSHIP BETWEEN MERCHANT OR SERVICE PROVIDER AND MAGICIANS OF WELLNESS, INCLUDING THE LISTING, MARKETING, SALE AND SUPPLY OF ANY PRODUCTSOR SERVICES THROUGH PLATFORM WWW.HAPPYSOULINDIA.COM & WWW.HAPPYSOULINDIA.SHOP. IF THESE TERMS CONFLICT WITH ANY OTHER DOCUMENT/RECORDS, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS AND UNTIL FURTHER CHANGE/MODIFICATION NOTIFIED BY MAGICIANS OF WELLNESS.

A. Magicians of Wellness is a private limited firm operating under brand name “Happy Soul” and which provides its website on Platforms HAPPYSOULINDIA.COM & HAPPYSOULINDIA.SHOP (Platform/Mobile Application).

B. The Platform is absolutely owned and operated by Magicians of Wellness and it provides health and wellness related Products or Services to its Users.

C. For this purpose, Magicians of Wellness desires to engage Merchant or Service Provider who intend to provide variety of health and wellness related Products or Services.

D. Accordingly, Merchant or Service Provider and Magicians of Wellness desire to establish terms and conditions under which Merchant or Service Provider shall perform certain activities, supply Products or provide Services as may be requested by purchase order and/or service order (Collectively referred to as “Order(s)”) placed by Users.

1. DEFINITIONS –

1.1 “Agreement” shall mean this Vendor Registration Agreement for the supply of Products and/or provision of Services by Merchant or Service Provider.

1.2 “Defective Product(s)” means any Product that is (i) expired or not as per the description of the product as advertised on the Platform or; (ii) defective or not suitable for consumption or; (iii) not as per measurement, dimensions, quality, instructions and warnings regarding manufacturing or design if specifically mentioned on the Platform or; (iv) violative of disclaimers mentioned on the Products or; (v) any other attributes.

1.3 “Defective Service(s)” means any Service that is either; (i) not as per the description of the service as advertised on the Platform or (ii) has shortcomings due to acts or omissions of the Service Provider.

1.4 “Delivery of Product(s) or Service(s)” means delivery of Product and execution of Service at the address mentioned while booking an Order.

1.5 “Magicians of Wellness” shall mean Magicians of Wellness (India) PVT LTD, a private limited firm, having its office at 204, Zor Wado, Anjuna, North Goa – 403513.

1.6 “Merchant” shall mean merchants enrolled with the Platform for offering their Products to the Users on the Platform also referred to as “VENDORS”.

1.7 “Order(s)” means an electronic order placed on the Platform by the User containing data such as number of orders placed, size, description of Products or Services, location of delivery, address, quality, quantity etc. regarding Products or Services.

1.8 “Platform” shall mean HAPPYSOULINDIA.COM & WWW.HAPPYSOULINDIA.SHOPand mobile application owned, operated and managed by Magicians of Wellness.

1.9 “Platform Products and Services” means Products or Services provided on the Platform.

1.10 “Party” means Company/Platform and Merchant or Service Provider individually and collectively shall be referred to as “Parties”.

1.11 “Product(s)” shall mean various Products offered by Merchants on the Platform.

1.12 “Register” shall mean registering to the Platform to supply Products or to provide the Services as indicated on the Platform.

1.13 “Registration Fee” means the registration fees to be paid by Merchant or Service Provider to Platform.

1.14 “Service(s)” shall mean various Services offered by Service Providers on the Platform.

1.15 “Service Provider” shall mean Service Provider enrolled with the Platform for extending Services to the Users.

1.16 “Transaction Fee” shall mean fee which is payable by Merchant or Service Provider for every electronic payment for a customer transaction and that is deducted and retained by the Platform.

1.17 “Users” shall mean Users who visit and access the Platform.

2. REPRESENTION AND WARRANTIES–

2.1 Merchant or Service Provider represents and warrants to Magicians of Wellness that -

2.1.1 This Agreement shall constitute legal, valid and binding obligation when executed.

2.1.2 All the Products or Services that are uploaded on the Platform are made available by Merchant or Service Provider and there is no infringement of intellectual property rights of any third party in whatsoever manner.

2.1.3 All Products or Services will conform to the applicable specifications and other descriptions as per the description mentioned on the Platform.

2.1.4 It shall not undertake any action in violation of any laws and regulations or any other statutory binding as may be applicable.

2.1.5 Any interim or final deliverables of Products or Services will be in conformance with all laws and regulations.

2.1.6 Merchant or Service Provider is not prohibited from supply of Products or performing Services whether due to any legal, statutory, judicial orders or any contractual obligations.

2.1.7 Merchant or Service Provider possess all necessary, valid and relevant licenses and registrations as may be needed to sell the Products or perform the Services in India.

2.2 Platform represents and warrants to the Merchant or Service Provider that -

2.2.1 This Agreement shall constitute legal, valid and binding obligation when executed.

2.2.2 Platform reserves the right to select the Products or Services to be displayed on Platform and also to determine what Merchant or Service Provider may offer to market using the Platform.

2.2.3 Platform does not guarantee any specific performance level for the Platform. Merchant or Service Provider acknowledge and agree that the Platform may have downtime and such other technology issues are not in control of Platform.

2.2.4 All other warranties including without limitation those related to the Products or Services of the Platform, whether expressed or implied are disclaimed by Platform under this Agreement.

MAGICIANS OF WELLNESS’ RESPONSIBILITIES –

3.1 Magicians of Wellness shall provide an online Platform to its Users to choose from an array of Merchant or Service Provider providing healthcare and wellness Products or Services.

3.2 The Users shall be provided with their individual login details to the Platform and the online Platform shall act as an intermediator between Merchant or Service Provider and the Users of the Platform.

3.3 Magicians of Wellness shall provide Platform to the Merchant or Service Provider to market or supply their Products or Services.

3.4 The Platform shall display Products or Services listings for its Users so as to enable them to avail the Products or Services from Merchant or Service Provider through the Platform. The Platform of Magicians of Wellness is representing as a e-commerce marketplace platform only.

3.5 Upon customer’s request, Magicians of Wellness shall generate Orders for the Merchant or Service Provider, and they shall render Products or Services as stated in Orders.

3.6 Magicians of Wellness shall generate Orders only with respect to areas for which the Merchant or Service Provider is registered to offer their Products or Services.

4. REGISTRATION OF MERCHANT OR SERVICE PROVIDER –

4.1 The Merchant or Service Provider will be registered withMagicians of Wellness, after paying the pre-determined Registration Fees (if applicable) as on the date of enlisting on the Platform. Training and/or demonstration will be provided to Merchant or Service Provider regarding usage and operation of the Platform for one month post onboarding. The training and/or demonstration shall include process regarding updating credentials of profiles, GST no., creating & updating newly introduced Products or Services, inventory updates and any other specification as may be added from time to time.

2 The Merchant or Service Provider will be enlisted on the platform on the basis of the Postal Identification Number (PIN Code) of their area of operation. Additionally, Merchant or Service Provider may subscribe to offer their Products or Services in various areas having different PIN Codes and such specific details will be displayed on the Platform.

3 The Products or Services of the Merchant or Service Provider will be booked by the Users on the basis of their declared PIN Code and the area of operation specified by them during Registration. The Merchant or Service Provider shall mention a brief description of Products or Services offered by them on the Platform.

4 The Merchant or Service Provider shall be responsible to maintain quality of Products or Services as committed on the Platform or any of its marketing material. The Users may provide rating and reviews about the Products or Services offered on the Platform.

RESPONSIBILITIES OF MERCHANT OR SERVICE PROVIDER–

1 The Merchant or Service Provider shall provide list of Products or Services which can be made available on the Platform. List shall include details, specifications and disclaimers of Products. Service Provider shall provide the details of Services, any accreditations, affiliations, and certifications as may be applicable. The Merchant or Service Provider shall be responsible to maintain any accreditations, affiliations, and certifications as may be necessary, applicable and relevant from time to time. In case such accreditations, affiliations, and certifications are not maintained the registration of Merchant or Service Provider may be terminated at the sole discretion of the Platform.

2 The Merchant or Service Provider shall provide details and specifications of new arrivals or any updations to the Platform for approval.

3 The Merchant or Service Provider understand and acknowledge that the Platform has provided a right to customer to give a feedback on the Products or Services within 7 (Seven) working or business days. On completion of 7 (Seven) working or business days period from the date of delivery, the Platform shall consider the Products or Services as accepted by the customer. Timely performance and User satisfaction are the main parameters for evaluation of performance of Merchant or Service Provider.

4 The Merchant or Service Provider shall, subject to terms and conditions of this Agreement, supply Products or Services to the Users as per Orders placed on the Platform. A purchase order and/or service order shall be subject to terms and conditions of this Agreement and in case of conflict of any terms and conditions between purchase order and/or service order and the Agreement, the terms and conditions of Agreement shall prevail.

5 The Merchant or Service Provider shall supply the Products or Services requested by the User within the timelines stated in the purchase order and/or service order or as per time slots selected by the Users. In case User requests for rescheduling time slots or address or delivery, Merchant or Service Provider shall cater to such request without charging any extra fees or costs, unless specified differently at time of purchase.

6 The Merchant agrees and disclaims that the Products supplied for skin care including face wash, hair oil, shampoo, soaps, cold cream, serum etc. are free from animal cruelty and animal testing/experimentation. Merchant further disclaims that such skin care Products does not contain any harmful constituents including but not limited to paraben, silicon, sulphate and mineral oil.

7 The Merchant or Service Provider shall provide discounts and offers as offered to any other party so that the Platform will provide discounts or competitive offers to its Users.

8 In case certain Products or Services are not in stock with the Merchant or Service Provider, it shall be the responsibility of Merchant or Service Provider to indicate such non-availability to Magicians of Wellness.

9 The Merchant or Service Provider shall provide all the marketing collateral, description and images which are exactly as per the Products or Services descriptions and specifications.

10 Any extra charges shall be borne by the Merchant or Service Provider –
In case of failure of intimation by the Merchant or Service Provider about the non-availability of their Products or Services to Magicians of Wellness or delay in serving customer orders.
In case of failure to supply the Products or Services as per description as promised to the User.
In case of cancellation of any workshop or seminar, the cost of ticket booked by User shall be refunded by Service Provider as the case may be.

11 The Merchant or Service Provider shall take adequate safety measures while supplying Products or provision of Services as may be necessary. Special instructions shall be given for the protection of small children, pregnant woman and old people from the perils of any Products or Services. Maintenance of Safety and Security measures shall be the exclusive duty of the Merchant or Service Provider and Magicians of Wellness shall not be liable for any related claims in this regard.

12 Merchant shall pack the Products carefully in order to provide safe delivery to Users. Merchant shall have a best endeavour commitment to provide-ecofriendly packaging material.

OTHER CONDITIONS –

1 Magicians of Wellness has the option to engage various Merchant or Service Provider to offer healthcare and wellness Products or Services, including outdoor workshops, seminars across the world and is not bound to offer Products or Services through any particular Merchant or Service Provider. Magicians of Wellness only entitles various Merchant or Service Provider to get enlisted with the Platform to offer their Products or Services to the Users of the Platform. It is the sole discretion of the Users of the Platform to select the Merchant or Service Provider of their preference.
2 Magicians of Wellness shall have all rights to withhold the payment to the Merchant or Service Provider due to supply of Defective Products or Defective Services, negative feedback from the Users and non-adherence to promised timelines regarding delivery of Products or failure to provide Services or any violations of this Agreement or sharing false data or information.
3 The Merchant or Service Provider shall appoint professionally qualified persons to carry out supply of the Products or Services.
4 The Merchant or Service Provider shall not solicit Users by offering them Products or Services at a lesser price than that mentioned on the Platform. Any such activity by the Merchant or Service Provider brought to the notice of Magicians of Wellness shall imply breach of the terms of this Agreement and the damages shall be recovered from Merchant or Service Provider through deduction in the payment due to them and further damages, if any may be recovered. In case the Platform observes such incidence, the Platform reserves the right to blacklist such Merchant or Service Provider and levy such fines and duties as may be appropriate. The Platform will not refund any money that is due to Merchant or Service Provider and it will be forfeited by the Platform.

5 Magicians of Wellness shall not be responsible for any ratings and / or feedback given by the Users about Products or Services and Magicians of Wellness has no control over it. The Merchant or Service Provider is solely responsible for directly responding to the User if required. The responses shall be polite and well written.
6 Magicians of Wellness is authorized and permitted by the Merchant or Service Provider, to use their name, logo and any other advertising material for promotional campaigns & other related activities for marketing their Products or Services.

DELIVERY OF PRODUCTS –

Merchant shall ensure timely dispatch of the Products in accordance to the instructions as may be provided by the Platform from time to time. Further, Merchant shall ensure that every Product including but not limited to fragile items are safely and securely packed before handing over to delivery partner. Merchant shall be solely responsible for the timely delivery of Products to the Users on or before the expected delivery timelines as per Order. Platform shall not be responsible for any inspection of Products before its dispatch in any manner whatsoever.

FEES AND PAYMENT –

The rates mentioned on the Platform shall be final and inclusive of all taxes as may be applicable from time to time. The Merchant or Service Provider shall display all the applicable taxes on the invoice including but not limited to GST.

Platform shall make the payment to the Merchant or Service Provider within 14 (fourteen) days from the date of delivery.

In case of any dispute regarding any supply of Products or provision of Services, the Merchant or Service Provider shall resolve such disputes. Magicians of Wellness shall hold future payments and release subject to the satisfaction dispute relating to the Products or Services provided by the Merchant or Service Provider. Upon satisfactory resolution of the dispute, the Platform shall make such payment within 10 (Ten) days.
Magicians of Wellness is entitled to charge Transaction Fees on the Products or Services booked as per mutually agreed terms which shall be communicated by us from time-to-time. Platform shall only be responsible for the payment of GST on Transaction Fee, credit card charges, net banking charges and any applicable fees charged under this Agreement. Platform shall deduct Transaction Fees including GST and net amount shall be remitted to the Merchant or Service Provider.
In the event of termination and before full and final payment entitlement with respect to the Products or Services, Merchant or Service Provider shall sign a final undertaking:
that upon receipt of the payments for the Products or Services rendered, the Merchant or Service Provider releases Magicians of Wellness from all further claims, if any.
that all wages and sums due and payable to employees of Merchant or Service Provider have been paid by Merchant or Service Provider.

TAXES –

The payment shall be subject to deduction of tax under Income Tax Act, 1961 and any other amendments to tax laws and tax rates updated from time to time if applicable.

TERM AND TERMINATION –

The term of this Agreement shall be valid for the Merchant for as long as the products and code of conduct are in keeping with the terms of the platform and this agreement. Service Provider who has enrolled to the Platform will be bound by the term for which listing was, or unless terminated by Magicians of Wellness. In case an Order is pending for completion at the time of expiry of the term of the Agreement, the term of the Agreement shall be deemed to be extended till the completion of such Order.

In case of any violation of material terms of this Agreement and failure of defaulting Party to correct such default within 15 (Fifteen) days of notice of such default by other Party, the Agreement shall stand terminated. This Agreement may be terminated by Magicians of Wellness without cause upon 30 (Thirty) days written notice.

On the date of expiration or termination of this Agreement, Parties shall return to each other any material, Confidential and/or Proprietary Information and any monetary settlement of the other Party.

Magicians of Wellness may terminate the Products or Services of the Merchant or Service Provider on non-compliance of any condition stated herein.

On termination of this Agreement for whatsoever reason, Magicians of Wellness shall reconcile the account of the Merchant or Service Provider and shall make payment if any due and payable by Magicians of Wellness. In case any payment is due from Merchant or Service Provider, such payment shall be made by Merchant or Service Provider to Magicians of Wellness within 15 days period of such termination.

After expiration or termination of the Agreement, in case any Merchant or Service Provider wants to re-register with Magicians of Wellness, they shall pay new registration fee, or any other cost as may be applicable at the time of registration.

CONFIDENTIAL INFORMATION –

The Merchant or Service Provider shall treat the details of the Agreement and the Magicians of Wellness’ operations and affairs as private and confidential, save in so far as may be necessary for the purposes of the Agreement, and shall not publish or disclose the same to any third party or entity. The Parties agree that during the term of this Agreement the Parties may exchange with each other, Confidential and Proprietary Information. The Merchant or Service Provider shall return all Confidential Information, immediately upon written demand by the other Party.

"Confidential Information" shall mean and includes website, ideas, concepts, technology, prototype, proof of concept, know-how, strategies, internal processes, projects, client data, business, technical, financial information, proprietary information or any other information identified by the Parties as confidential prior to disclosure.

"Proprietary Information" shall mean and includes the Parties service manuals, project management documentation, work sheets, flow charts, standard operating procedures, checklists, in-house developed software or any other information indicated as Proprietary Information and related documentations and materials written or otherwise. The respective Parties continue to own their Proprietary Information.

The Confidentiality provision shall extend to the workers and employees of Merchant or Service Provider. Access to Confidential Information to employees, workers, or any person of Merchant or Service Provider shall be on a need-to-know basis only.

In consideration of disclosure of Confidential Information, Merchant or Service Provider shall use reasonable means not less than those used to protect its own Confidential Information of a similar nature and value, use Confidential Information only in accordance with the relevant Agreement unless permission has first been obtained from other Party for any other use, restrict use of and access to Confidential Information to its own employees on a need-to-know basis only.

Merchant or Service Provider agrees and guarantees that their obligation under this Agreement shall also apply to their partners, employees, agents, personnel.

INTELLECTUAL PROPERTY RIGHTS –

Merchant or Service Provider acknowledges that Magicians of Wellness retains all the intellectual property rights in the outcome of developing a Platform for enlisting the Products or Services provided by the Merchant or Service Provider including but not limited to copyright, trademark, patent, design or any other prevalent intellectual property rights.
Whenever any additional customization is made to the Platform, Magicians of Wellness retains the intellectual property rights in such customization also.

STATUTORY OBLIGATIONS –

The Merchant or Service Provider shall at its own expense comply to all statutes, acts, laws, regulations, ordinances or by law of any authority which has jurisdiction affecting the Products or Services of the Merchant’s or Service Provider’s employees, consultants and agents.

EMPLOYMENT STATUS –

Any person employed by Merchant or Service Provider who is assigned to provide Products or perform Services shall be solely an employee of Merchant or Service Provider.

Merchant or Service Provider represents that neither they, nor their employees, are employees of Magicians of Wellness nor they are entitled to any salary, benefits or employment rights from Magicians of Wellness or its Users. Merchant or Service Provider alone shall be responsible for any of its employee’s salary, insurance, gratuity, pension and for paying any payroll taxes or contributions required by law. Merchant or Service Provider shall be solely responsible for complying with all applicable laws which are applicable from time to time.

In case Magicians of Wellness requires to remove deployment of a particular employee of Merchant or Service Provider on account of unlawful or unethical behavior such removal shall be promptly conducted by such Merchant or Service Provider. In such cases, Merchant or Service Provider shall provide a replacement with similar skills and with immediate effect.

INDEMNIFICATION–

The Merchant or Service Provider shall defend, indemnify and hold harmless Magicians of Wellness from and against any and all liability, suits, claims, actions, proceedings, losses, damages, judgments and costs (each, a “Claim”) including but not limited to a Claim arising out of Merchant’s or Service Provider’s failure to comply with statutory or contractual or any other obligations, claims arising due to Defective Product or Defective Service rendered by the Merchant or Service Provider, damages or claims paid due to accidents. The Merchant or Service Provider shall obtain at its own expense such insurance as may be necessary to ensure that the Merchant’s or Service Provider’s liability is adequately insured.

LIMITATION OF LIABILITY –

Notwithstanding any other term of this Agreement to the contrary, in no event shall Magicians of Wellness be liable to Merchant or Service Provider or Users or any third party for any direct, indirect, special, incidental, consequential, punitive or exemplary damages or loss of any kind (including but not limited to loss of profit, loss of revenues and the like) howsoever caused, in connection with the Products or Services whether arising out of contract or tort.

FORCE MAJEURE –

In the event either Party is delayed or prevented from performing this Agreement any obligations due to any cause beyond its reasonable control, including but not limited to earthquake, tsunami, flood, civil unrest, major power failures, war, Government Sanctions, restrictions, guidance, notifications and acts of God, (“Force Majeure”), such delay shall be excused during the continuance of delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been removed. In the event any such delay continues for a period of more than 30 (Thirty) days, either Party may terminate this Agreement under which performance is delayed upon written notice to the other party.

NOTICE–

Any and all notices that either Party hereto is required or may desire to give the other hereunder shall be given by addressing the communication to the address of the Party, and shall be given by certified or registered post or to registered email address.
Any change to the above mentioned address shall be informed to other Party within 30 (Thirty) days of such change.

ASSIGNMENT –

Magicians of Wellness may assign its rights hereunder without consent of or notice to the Merchant or Service Provider. The Merchant or Service Provider shall not transfer, assign, sub-license or pledge its rights or obligations hereunder without the written consent of Magicians of Wellness.

NON EXCLUSIVE–

The Parties hereby agree and join hands to provide the services on a non-exclusive basis. The Parties may have similar business arrangements with any other third parties and such third parties may or may not be competing with the Parties.

NO PARTNERSHIP–

This Agreement is not intended to and does not create a partnership or joint venture between the Parties. Except as otherwise expressly provided herein, neither Party shall be authorized to make or enter into, nor shall make or enter on behalf of or in the name of the other any contract, agreement, understanding, commitment or other obligation whatsoever.

DISPUTE RESOLUTION –

This Agreement shall be construed and governed by the laws of India without regard to principles of conflict of laws. Courts of Goa shall have sole and exclusive jurisdiction over any disputes arising under this Agreement.

GENERAL –

No delay or failure of either Party in exercising any right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
The captions used in this Agreement are for convenience only and are not intended to have any legal effect.
If any provision, or portion thereof, of this Agreement is invalid or unenforceable under any applicable statute or rule of law, the Agreement shall be valid except it is to that extent to be deemed omitted.
The Parties have read this Agreement and agree to be bound by all its terms. The Parties agree that there are no conditions precedent. The Parties further agree that this Agreement and the Orders constitutes a complete and exclusive extent of the agreement reached between them and supersedes all proposals, oral or written, and all other communications between them relating to the terms and conditions of this Agreement and the Order(s).

BY CLICKING "ACCEPT" MERCHANT OR SERVICE PROVIDER (INCLUDING PERSON ACTING ON BEHALF OF MERCHANT OR SERVICE PROVIDER) CONFIRMS THAT ITS COMPANY OR ANY OTHER LEGAL ENTITY AS THE CASE MAY BE, HAS NECESSARY AUTHORITY TO ACCEPT THIS AGREEMENT ON ITS BEHALF AND WILL HAVE BINDING EFFECT.

IF PERSON ACTING ON BEHALF OF MERCHANT OR SERVICE PROVIDER HAS NOT PROCURED THE NECESSARY AUTHORITY TO ACCEPT THIS AGREEMENT, OR IF MERCHANT OR SERVICE PROVIDER DISAGREES WITH THE TERMS OF THIS AGREEMENT, PLEASE CLICK THE "DECLINE" BUTTON.

I ACCEPT