AGREEMENT FOR E-COMMERCE PARTICIPANTS

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS (IN FORM OF POLICIES AND GUIDELINES) THAT GOVERN THE ACCESS TO AND USE OF THE E-COMMERCE PORTAL THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN E-COMMERCE PARTICIPANT OR THE BUSINESS IT REPRESENTS AND SHIPSHAPE INNOVATIONS PRIVATE LIMITED( BEING THE E- COMMERCE OPERATOR OWNING THE E- COMMERCE PORTAL)INRELATION TO TERMS AND CONDITIONS OF REGISTERING ON THE E-COMMERCE PORTAL AND OFFERING/LISTING THE SERVICES FOR SOLICITING CUSTOMERS THROUGH THE E-COMMERCE PORTAL. BY REGISTERING OR LISTING ITS PROPOSED SERVICES, E-COMMERCE PARTICIPANT (ON BEHALF OF ITSELF OR THE BUSINESS IT REPRESENTS) AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT FOR RENDERING THE SERVICE LISTED BY THE E-COMMERCE PARTICIPANT ON THE E- COMMERCE PORTAL.

General Overview of the purpose of this Agreement.

“da Salon” is a Technological/Digital platform of an Internet based Mobile Application (Hereinafter referred to as “App” or “E- Commerce Portal”) owned by M/s. Shipshape Innovations Private Limited (Hereinafter referred to as “E-Commerce Operator”). The purpose of developing this Application is to solicit relevant work for Salon/SPA/Beauty Parlor and other similar entities by whatever name called. The description of services to be booked and provided through the “App” is Hair Cutting jobs, Spa Services, Salon Services, Make-up jobs and other jobs of similar nature by whatever name called. This agreement specifies the roles, responsibilities, duty, rights, obligations and liabilities of the various parties involved as defined AND described in details in forthcoming provisions of this agreement.

Definitions of various terms used in the Guidelines and Policies:

  1. Booking and Booking Amount: “Booking” refers to the process where the customer shall select the E- Commerce participant of its choice and satisfaction, listed on the E- Commerce portal and On making of the choice shall proceed for confirmation of the choice, to be known as booking. The customer shall satisfy itself of the amounts to be charged for the services and on subsequent OTP verification and acceptance of the terms and conditions of receiving the services, Booking ID shall be generated containing the summary of services including the address of the E- Commerce participant’s Location details, nature of services, amount charged(In case of pre-payment through the Payment gateway of The E-Commerce portal) and amount payable( In case of payment to the E- Commerce participant has been opted). The price which the E-Commerce participant demands for provision of listed services will

be known as Booking Amount and it shall be inclusive of all costs and taxes as applicable.

  1. Customer(s): “Customer” means the individuals or other entities which with the aim/purpose to receive various services, being offered by E- Commerce Participants registered/listed on the E- Commerce Portal, approach the E- Commerce portal or register on the customer profile section or book services through the E- Commerce
  2. Confidential Information: Confidential Information” means information relating to the E-Commerce Operator, to the Services or customers solicited through E- Commerce Portal that is not known to the general public including, but not limited to, any information identifying or unique to specific customers, reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from rendering the services comprising service details, products sold and utilized, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the

For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.

E- Commerce Operator: “E-Commerce Operator” refers to M/s. Shipshape Innovations Private Limited, a company incorporated under Companies Act, 2013 (As amended) having its registered O f f i c e at B 4/5, Basement, Sector – 63, Noida, Uttar Pradesh – 201301,

  1. E- Commerce Participant(s) and E-Commerce Participant’s Location: “E-Commerce Participants” refers to the Registering entities which list the services on the E- Commerce portal for solicitation of customers for offering and provision of services. The Location of premises for provision of services which the E-Commerce participant provides during the registration process shall be known as the Location of the E-Commerce
  2. E-Commerce Portal: “E-Commerce Portal” refers to “da Salon”, being the technological/Digital platform of an Internet based Mobile Application (Also known as “App”) operating on Mobile Phones or Web based versions including the Website platform, if available for the hosting the application.
  3. Intellectual Property Rights: “Intellectual Property Rights” means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the
  4. Law: “Law(s)” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any government authority of competent jurisdiction applicable in
  5. Provision of Services: “Provision of Services” refers to the rendering of the Listed and booked service by the E- Commerce Participant to the customer during the time when the customer was present at the Location of the E-Commerce participant and receiving the selected
  6. Services: “Services” means each of the services that the E- Commerce Participant makes available on or through the E- Commerce Portal to the customers, including the services proposed to be rendered and listed on the E- Commerce Portal and offered to the

The Policies to be mandatorily Agreed and understood by the E- Commerce Participants who are interested to solicit work/customers through the E-Commerce Portal are as under:

  1. Modus Operandi of the E-Commerce Operator: The modus operandi is to work as an E- Commerce Aggregator and facilitator for the registering entities by way of providing an online mobile based platform including a web based version, to be used and accessed by various customers who are interested to receive these services in a convenient and efficient
  2. Acceptance of Terms: By Registering on the Online Profile registration section of E- Commerce Portal, the E- Commerce Participant hereby agrees to have read, understood and agree to the applicable terms, Rules, guidelines enumerated in this
  3. Future Changes to the Terms of this agreement: The E- Commerce Operator shall provide advance notice of seven days for changes to the Agreement before they become effective.

However, E-Commerce Operator may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the E-Commerce Portal or the Services (where this does not materially adversely affect the use of Services); or (c) to restrict services or activities that it deems unsafe, inappropriate, or offensive.

Continued use of the Services after the effective date of any change to this Agreement will constitute the acceptance of that change by the E-Commerce participant. If any change is unacceptable to E-Commerce Participant and it decides not to use the Services, it may end the Agreement as

described in the Termination Clause of this agreement. Although, as a special relief the E-Commerce Operator, at its wish and discretion, may make amendments, adjustments or relaxations for a particular E-Commerce participant. The decision of the E-Commerce operator shall be final in this matter.

 

  1. Payment Terms and Settlements: The payments from customers shall be received in two ways: a) Through the online payment gateway connected to the E- Commerce Portal. b) Cash including other electronic or non – electronic modes of payments, collected at the location of the E- Commerce Participant. After calculating the receivable and payables owing to the operations successfully executed through the E- Commerce Portal, the E- Commerce operator and E- Commerce participant shall transfer funds payable or receivable to or from each other after adjustments or deductions, as applicable, of agreed components including the tax components, if attracted to the transaction. The payment cycle would be of 14 working days to settle the payment
  2. GST and Other Statutory Dues obligations: It shall be the sole responsibility of the E-Commerce participant to adhere to the compliances of applicable taxes such as GST, Income Tax and other statutory dues, as applicable to it, including the deposition of taxes to the government account and filing of statutory
  3. Remuneration for providing Services: The E-Commerce Operator shall charge a compensation in form of commission at a specified percentage of the Ex-GST value of the booked service rendered successfully by the E- Commerce participant’s, increased by the GST levy on the commission, as applicable. It shall be the sole discretion of the E- Commerce Operator as to the percentage of commission it shall charge from the E-Commerce participant. Applicable rates shall be intimated to the E- Commerce participants by way of emails or flash/push notifications on the E- Commerce portal or any convenient medium for keeping the E- commerce participant informed. The E-Commerce operator shall withhold, in case of payments done by customers through connected payment gateway, the Payment Gateway Charges as levied by the payment gateway service provider on the payment received from the customers through the connected Payment Gateway of the E-Commerce
  4. Listing of Services on E- Commerce portal: It shall be responsibility of the E- Commerce participant to register and authenticate itself on the E- Commerce portal. Thereafter the E- Commerce participant shall list its services on the E- Commerce portal along with other information as may be required or specified by the E- Commerce portal for the purpose of Customer solicitation. The E-commerce participant shall, at its will, decide the

value to be charged for the listed services. The value displayed for each service shall always be inclusive of applicable taxes and levies.

  1. Intellectual Property Rights: The rights and ownership of the Intellectual Property Assets including any Trademarks Logo, Marks, Symbols, marks or any other Intellectual property being used by the E-Commerce Portal/E-Commerce operator shall be the property and ownership of the E- Commerce Operator at all The E- Commerce participant shall have no right to use, display, claim, the name or logo or any intellectual property asset of the E- Commerce Portal or the E-Commerce Operator. The E-Commerce operator shall be free to legally file a suit for recovery of damages and prosecution, through a civil suit for breach of this clause, in case any infringement of this clause is prima facie established.
  2. Indemnity Clauses: The E- Commerce Participant shall release the E-Commerce operator and E- Commerce Portal from, and agree to indemnify, defend and hold harmless us (and any officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to:
  • any actual or alleged breach of any representations it has made;
  • Any claims from the customer solicited through the E- Commerce Portal to whom services were provided or during the process of provision, by the E- Commerce Participant including those related to quality/hygiene/any claim issues related to the services provided;
  • Taxes and duties or the collection, payment, or failure to collect or pay Taxes or duties, or the failure to meet tax registration obligations or duties; or
  • any non-compliance with applicable
  1. Registration Profile Authenticity: The E- Commerce participant shall validly & Correctly disclose its identity while registering itself on the E- Commerce Portal including all mandatory information sought during the registering process. An OTP based authentication of the contact details such as Contact Phone number and Email-Id shall be done by the E-Commerce portal. The sole responsibility of the correctness of all information provided during registration process shall be of E-Commerce participant.
  2. Unauthorized Usage: In case the E-Commerce participant, with a malafide intention of creating disturbance of any kind or acts in any way that may harm the reputation of the E- Commerce portal/E-Commerce Operator, then in such a scenario the E-Commerce Operator reserves its right to

suspend, remove or edit contents or even terminate as explained in Clause 12, the profile of the E-Commerce participant anytime without prior notice and intimation. For any breach of any policy or guidelines as mentioned in the agreement, the E-Commerce Participant shall be sole responsible and shall be liable to indemnify the E-Commerce Operator/E- Commerce Portal as mentioned in Clause 9 of this agreement. The E-Commerce operator shall be free to legally file a suit for recovery of damages and prosecution, through a civil suit for breach of this clause, in case any infringement of this clause is prima facie established.

  1. Termination Clause: This agreement shall terminate on the invoking of any of below mentioned conditions:
  2. Agreement may be terminated by the E- Commerce Operator on breach of any clause of this agreement, which may warrant such termination, at the sole discretion of E- Commerce
  3. Agreement may be terminated by E- Commerce participant in case it desires to de-list its services from the E- Commerce

Notwithstanding said above, this clause shall not, contravene the rights of any party in-relation to the settlement amounts of pre-termination operations and any liability, which may have been attracted due to contravention of any law or breach of terms of this agreement which may warrant any civil or criminal suit under the law.

  1. User Review: One of the features of contemporary internet-based applications including the E- Commerce portals is the unique feature of seeking customer reviews and feedback. The E- commerce portal may have a designated visibility to such reviews on the App. Hence it shall be deemed a breach of trust as well as the terms of this agreement, if the E- Commerce participant solicits reviews from the customers for gaining unscrupulous visibility and customer
  2. Legal Remedy: The E- Commerce participant and the E- Commerce Operator shall be bound at all times by this agreement and applicable laws governing this contract. The E-Commerce operator, apart from invoking the Clause 12 of the agreed policies, shall also be free to legally file a suit for recovery of damages and prosecution, through a civil suit for breach of this agreement, in case any infringement is prima facie
  3. Governing Laws: Any dispute which may arise between the parties hereto shall be subjected to the law of the State in which the E- Commerce Operator has its registered

 

office and  thus  the  Courts in  that  state shall  have exclusive jurisdiction in such matters.

  1. Marketing policies like coupons on app: In order to enhance the customer approach and attraction the parties hereto may decide to provide additional discounts in form of Coupons which reduce the transaction value for the customer. The party hereto which offers such coupon shall bear its cost and thus will have to keep the other party unaffected by such marketing
  2. Force Majeure: E- Commerce Operator will not be liable for any delay or failure to perform any of the obligations under this Agreement by reasons, events or other matters beyond its reasonable
  3. Waiver: If the E-Commerce Participant breaches any of the conditions of this agreement and the E-Commerce Portal/E-Commerce Operator takes no action against it, the E-Commerce Portal/E-Commerce Operator will still be entitled to use its rights and remedies in any other situation where any breach of the agreement has been done by the E-Commerce

The Guidelines to be Agreed, Understood and mandatorily followed by the E-Commerce Participants who are interested to solicit work/customers through the E-Commerce Portal are as under:

  1. Performance Of Services: The E- Commerce Participant resolves to abide by the policies and guidelines as set out in this agreement. It shall be the responsibility of E- Commerce Participant to provide best in-class quality of services using quality products, equipment, tools and trained
  2. Acceptability of bookings: The E-Commerce portal shall, through the automatic online system, intimate the E- Commerce participant through the Portal Integrated User Interface as provided to them, about the booking of service by a customer. Other mediums of communication, may or may not be used in addition to the automatic user interface to intimate the booking done by the customer through the E- Commerce portal. It shall be the responsibility of E- Commerce participant to accept and acknowledge the Once the booking is confirmed then it shall be imperative to provide the services as set out in the guidelines.
  3. Cancellation of booking: Except in case of valid inoperability due to reasons beyond the control of the E-

Commerce Participant, the booking should not be cancelled. Once the E- Commerce participant agrees to the booking it shall bound to perform the service as per the policies and guidelines set out in this agreement.

  1. Generally acceptable Code of Ethics: The E-commerce participant shall follow the policy and guidelines in letter and spirit. It shall also follow the generally acceptable code of ethics or fair practices of the service sector of its business segment in case any issue arises which is not covered in this In case a generally acceptable principle clashes with any specific clause of this agreement then the later shall prevail over the prior.
  2. Cleanliness: The E-Commerce participant is expected to keep the premises for rendering of service neat and clean so as to provide a comfortable ambience to the
  3. Parity of Rates: The E-Commerce participant must not, with the intention to gain unethical profits, offer the services through E-Commerce portal, at such rates which are more than the general rates offered/displayed by it in the normal course of business, to customers, other than which it receives from the E-Commerce portal.
  1. Indemnification: The E- Commerce Participant shall release the E-Commerce operator and E- Commerce Portal from, and agree to indemnify, defend and hold harmless us (and any officers, directors, employees, agents and Affiliates) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to:
    1. any actual or alleged breach of any representations it has made;
    2. Any claims from the customer solicited through the E- Commerce Portal to whom services were provided or during the process of provision, by the E- Commerce Participant including those related to quality/hygiene/any claim issues related to the services provided;
    3. Taxes and duties or the collection, payment, or failure to collect or pay Taxes or duties, or the failure to meet tax registration obligations or duties; or
    4. any non-compliance with applicable
  2. Payment Terms: The E- Commerce participant shall also keep records of remuneration collected through customers by cash and other electronic/non-electronic means of
  3. Solicitation of customers: The customers who come to the E-Commerce participant through the E- Commerce portal shall not be solicited for gaining personal and unethical business. This shall be considered a serious breach of

agreement and agreed behavior.

  1. Time Slots offered: A feature offered to the customer while booking the services on the E-Commerce Portal is the option to select the time of receiving the booked services. In case the customer has opted for a time slot and the E- Commerce participant has agreed to the booking then in that case it shall make all possible arrangements to render the service during the selected time
  2. Personal Information of Customers: The Confidential data of the customers including the contact details and other details that come to the knowledge of E-Commerce participant shall be kept confidential and no intended or unintended use shall be
  3. Conduct of the E-Commerce participantE-Commerce participant must not use the E-Commerce portal in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way. E-Commerce participant understand that it, and not the Commerce portal/E-Commerce Operator are responsible for all electronic communications and content sent from your computer and thus it must use the E-Commerce portal for lawful purposes only. You must not use the E-Commerce portal for any of the following:

 

  • for fraudulent purposes, or in connection with a criminal offense or other unlawful activity
  • to send, use or reuse any material that does not belong to the E-Commerce participant; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam.
  • to cause annoyance, inconvenience or needless anxiety;

DECLARATION FOR GST REGISTERED E- COMMERCE PARTIPICITANTS AND SERVICE PROVIDERS FOR GST COMPLIANCES WITH RESPECT TO TRANSACTIONS THROUGH E-COMMERCE PORTALS.

I/We, Being the “GST registered Dealer” enrolling/registering on behalf of our Salon/SPA/Beauty Parlor & Similar Services providing entity on the Technological/Digital platform of an Internet based

Application (Hereinafter referred to as “App” & “E-Commerce Portal”)

owned by M/s. Shipshape Innovations Private  Limited  (Hereinafter referred to as “E-Commerce Operator”)

hereby declare the following as mentioned below:

  1. My/Our Business is registered with the Goods and Services Tax Department under the GSTN, as being declared on the Registration Profile section of the Technological/Digital platform of an Internet based Application (Hereinafter referred to as “App” & “E-Commerce Portal”) owned by M/s. Shipshape Innovations Private
  2. I/We, acknowledge that I/We am/are not a Composition Scheme dealer under the GST and that my/our GST Registration is under the regular scheme of GST
  3. I/We, am/are aware that the transactions with M/s. Shipshape Innovations Private Limited, being the (“E-Commerce Operator”) through the Technological/Digital platform of an Internet based Application, owned by it, fall under the category of E- Commerce
  4. I/We, acknowledge my/our responsibility of collection & payment of GST collected on the services supplied through the Digital platform owned by the E-Commerce Operator, with respect to business generated by me/us through the digital platform as
  5. I/We, acknowledge my/our responsibility of regular and timely filing of GST returns with respect to business generated by me/us through the digital platform owned by the E-Commerce
  6. I/We, am/are aware that the transactions with the Technological/Digital platform of internet based Application owned by the E- Commerce Operator is liable to Tax Collected At Source (TCS) of GST provisions under section 24(x) of CGST Act, 2017 (“Includes Reference to Similar Provisions under respective State, UT GST Acts”) as applicable to E-Commerce Operators and hence TCS shall be deducted and paid to the credit of Government by the E-Commerce Operator and the credit of which shall be available to me/us as per applicable GST
  7. I/We, acknowledge my/our responsibility of timely intimation to the E-commerce Operator in case my/our GST registration is Surrendered/Cancelled/Revoked due to any reason whatsoever under the Rules and Provisions of CGST Act, 2017 (“Includes Reference to Similar Provisions under respective State, UT GST Acts”).
  8. I/We, am/are aware that the sum Charged/Demanded through the invoice for Fee/Commission/Remuneration by the E-Commerce Operators for generation of business for me/us through the Technological/Digital platform of Internet based Application owned by the E- Commerce Operator is liable to GST at applicable
  9. I/We, hereby declare that this declaration shall be deemed to be agreed, filled and communicated, along with all the relevant details as required in this declaration, to the E- Commerce Operator on verification of the Online/ Internet based Registration profile to be filled in by me/us provided on the Technological/Digital platform of internet based Application owned by M/s. Shipshape Innovations Private Limited. Hence for the purpose of compliances, verification of Registration Profile details provided shall be deemed to be provided for this

DECLARATION FOR EXISTING GST UN-REGISTERED E-COMMERCE PARTIPICITANTS AND SERVICE PROVIDERS WITH RESPECT TO TRANSACTIONS THROUGH E-COMMERCE PORTALS.

I/We, Being the “GST Un-registered Dealer” enrolling/registering on behalf of our Salon/SPA/Beauty Parlor & Similar Services providing entity on the Technological/Digital platform of an Internet based Application (Hereinafter referred to as “App” & “E-Commerce Portal”) owned by M/s. Shipshape Innovations Private Limited (Hereinafter referred to as “E-Commerce Operator”)

hereby declare the following as mentioned below:

  1. I/We, am/are aware that the transactions with M/s. Shipshape Innovations Private Limited (Hereinafter referred to as “E- Commerce  perator”) through the Technological/Digital platform of an Internet based Application (Hereinafter referred to as “App” & “E-Commerce Portal”)  owned  by it,   falls under the category of E-Commerce transactions.
  1. I/We hereby declare that my/our Business Entity is not registered with the Goods and Services Tax Department as my/our aggregate taxable supply of services and goods is below the threshold limit for GST
  2. I/We, acknowledge my/our responsibility of timely intimation to the E-commerce Operator in case my/our aggregate taxable turnover crosses the threshold limit for GST Registration along with getting the GST Registration and timely intimation of the GSTN to the E-commerce
  3. I/We, am/are aware that the sum Charged/Demanded through the invoice for Fee/Commission/Remuneration by the E-Commerce Operators for generation of business for me/us through the Technological/Digital platform of Internet based Application is liable to GST at applicable
  4. I/We, hereby declare that this declaration shall be deemed to be agreed, filled and communicated, along with all the relevant details as required in this declaration, to the E- Commerce Operator on verification of the Online/ Internet based Registration profile to be filled in by me/us provided on the Technological/Digital platform of internet based Application owned by M/s. Shipshape Innovations Private Limited. Hence for the purpose of compliances, verification of Registration profile details provided shall be deemed to be provided for this

This is an electronically generated declaration, does not require any signature.