Policies & Procedure for Partners
SELLER OBLIGATIONS TO CUSTOMER SERVICE:
- Cozcom may forward questions or complaints received from customers regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to Cozcom on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.
- On receiving Seller’s response to any question or complaint, Cozcom shall forward the response to the Customer within reasonable time.
- If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Virtual Outlet without further notice.
- Complaints relating to Product(s) quality, any side effects, damaged goods and expiry shall be the sole responsibility of Seller.
- Where a Customer places an order for purchasing a Product through the Virtual Outlet, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The order is considered legally confirmed once the item is dispatched by the Cozcom. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Cozcom.
- Cozcom will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.
- All Contracts entered into between the Seller 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.
- Cozcom is not a party to the Contracts between Customers and Sellers, If a dispute arises between them, the Customer And Seller release Cozcom (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.
- Seller shall be directly responsible for providing after sales service on all products provided by them, as per the warranty and after sales guidelines mentioned in the product information, unless explicitly mentioned as otherwise.
- In case of products having expiry date, the Seller will ensure that availability of all the said products on Cozcom’s website and to be replaced by fresh products one month before their expiry date.
- Upon the request of Cozcom Seller shall provide to Cozcom complete product specifications, images and other detail as per brand guidelines for the purpose of cataloging, articles, advice, tips, or FAQ’s useful for Cozcom in connection with promotion/sale of the products (the Seller content). The Seller content shall be provided in formats and electronic files as reasonably requested by Cozcom. Cozcom may also produce creative works for the products independently, without any reliance on the Seller, in which case the intellectual property rights of such creative works shall strictly be owned by Cozcom, and shall not be used by Seller in any manner whatsoever. If the Seller wishes to use any creative work generated by Cozcom, it shall do so only with the prior written consent of Cozcom, signed by Head of Operations Cozcom wherein it shall state the product’s SKU# the Seller wishes to use the creative works of Cozcom will use the Seller logo at all material where it intends to promote Seller product.
- Seller shall assist Cozcom in connection with any revisions to the Seller Content for posting on Cozcom. Further the revision or variations in the specifications of the products shall also be communicated to Cozcom for at least 24-48 hours in advance for updating them at Cozmetica.pk, and / or_________________.
- Seller grants to Cozcom, during the term of this Agreement, a worldwide, non-exclusive, royalty free permission to produce, facilitate, publicly publish, distribute, sell and/or purchase in both print and electronic form, the Seller Content as well as the products. Cozcom may also create derivative works or modifications to the Seller Content for editorial or stylistic reasons. The Seller grants Cozcom the right to permit viewers or customers to copy, print and use the Seller Content for their personal or internal purposes.
- Seller shall accept a return if Cozcom. determines that the item was significantly different from what was described in the product information provided.
- The Seller hereby acknowledges that as long as any product is listed on the online store the Seller is under an obligation to carry-out and/or facilitate the sale of such product.
- The Seller agrees that it shall regularly inform and update where applicable of all types of new products available that may be added to the assortment on the website(s).
The Seller warrants to Cozcom that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will
- Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Virtual Outlet;
- Be of merchantable quality and fit for the purpose(s) intended; and
- Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.
- The Seller furthermore warrants and represents to Cozcom that:
- 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 Seller, enforceable against the Seller in accordance with the terms thereof.
- The Products and their packaging will comply with all applicable marking and labeling requirements.
- None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.
- 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 labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.
- All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.
- It is legally entitled and permitted to sell the Products that it is listing.
- The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.
- Package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify Cozcom against the consequences of any such violation.
- All information, including but not limited to all information furnished to Cozcom with regards to the Products is accurate and up-to-date.
- 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.
- 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 Seller in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.
- The entry, delivery and performance of this agreement or any Contract by the Seller 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.
- If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Cozcom to feature the Products on the Platform, at its own cost.
- Cozcom may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to Cozcom within seven (7) Business Days of such request being made.
- INTELLECTUAL PROPERTY RIGHTS:
Neither party will acquire any ownership interest in each other’s intellectual property. All names and other information concerning a Customer shall be deemed jointly owned by the Seller and Cozcom. with each side free to use such names and information as they see fit in compliance with applicable law. With the approval of the Seller (which approval shall not be unreasonably withheld or delayed), Cozcom. shall have the right to place the Seller’s logo, trade name and trademark on Cozcom. as a means to identify the Seller and to otherwise use such items in connection with the purposes of this AGREEMENT. The Seller 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 Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.
10.1 The Seller undertakes and represents to Cozcom 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.
10.2. The Seller shall not be entitled to use any Intellectual Property belonging to Cozcom without its prior approval in writing.
- RELATIONSHIP OF PARTIES:
The parties shall perform all of their duties under this AGREEMENT as an independent contractor. Nothing in this AGREEMENT shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as employer and employee, franchisor and franchisee, partners, joint ventures, co-owners, or otherwise as participants in a joint undertaking.
12.1 This Agreement and its subject matter shall remain confidential between the Parties. Neither Party shall without the other's prior written consent use any information in any medium whatsoever (including without limitation documents, disks, information stored electronically or transmitted orally) relating to the other's business or affairs, save as is necessary to enable it to perform this Agreement, or disclose such information to any third party.
12.2 The restrictions in Clause 9.1 shall not apply to the extent that the information in question:
- has been lawfully obtained, free of any duty of confidentiality, other than directly or indirectly from the disclosing Party;
- was already in the receiving Party's possession other than as a result of a breach of this Clause 9;
- is in the public domain other than as a result of a breach of this Clause 9;
- is necessarily disclosed pursuant to a statutory obligation or the order of any court of competent jurisdiction or official body having authority to require disclosure;
- is disclosed by the Parties to the Governmental authorities as a requirement of law or for obtaining necessary approvals, permits, exemption, etc, or in confidence to persons in furtherance of the Parties' contractual obligations under the Agreement.
12.3 The provisions of Clause 9 shall survive the termination of this Agreement, and shall apply to any information exchanged between the Parties as a consequence of their entering into this Agreement and thereafter for a period of 1 year from the date of termination of this Agreement.
12.4 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 Seller by Cozcom, or produced or created by the Seller for Cozcom hereunder are the intellectual property of, and confidential to Cozcom and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Cozcom, and shall be disclosed within the Seller’s organization only on a need-to-know basis.
12.5 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.
12.6 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.
Cozcom. shall not be responsible or liable for any product, item, goods etc covered under this Agreement if such product, item, goods etc is found smuggled, contraband, liquor, explosives or any other items/articles prohibited by any law, regulation or statute of any Provincial or Federal Government of Pakistan.
- LIABILITIES AND INDEMNITIES:
14.1 The Seller shall defend, indemnify and hold Cozcom., its Affiliates and its and their employees, officers, directors, representatives, agents and invitees harmless against any claims, demands, cost, causes of action, judgments, proceedings, awards, damage, losses, fines, Government penalties, costs, expenses and liabilities, including litigation costs and reasonable attorney's fees arising out of or as a result of or in connection with any of the following:
(i) the negligent act or omission of The Seller or any of its employees under the Agreement, or Seller’s (or any of its employees’) breach of Sellers Responsibilities under the Agreement.
(ii) any actual or alleged infringement of any patent, copyright, trademark or other intellectual property or proprietary right, or any litigation based thereon, with respect to this Agreement (or part thereof), or use thereof
(iii) any illegal activity which includes but not limited to keeping or supplying contraband, liquor, explosives or any other items/articles prohibited by any law, regulation or statute of any Provincial or Federal Government of Pakistan.
(iv) any defect in Products sold to any Customer;
(v) any claim made by any Customer on the basis of any Contract;
(vi) any defect in the packaging or shipping of a Product by the Seller;
- any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
- any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
- any breach in any warranty or representation made herein
14.2 Neither Party shall be liable to the other for any punitive, indirect or consequential damages sustained by the other (or its Affiliate) in connection with the performance of the Agreement including without limitation business interruptions, loss of profits, loss of revenues, loss of use of assets and loss of contracts amongst others.
14.3 Cozcom shall also not be liable for any personal injury, death or loss of the consumers due to the use of Seller’s products.
14.4 No waiver by Cozcom of any breach of this agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
The Seller undertakes that it is the actual owner and/or right holder of the products. Additionally they warrant that no illegal activity will be committed by them with regards to their performance under the Agreement. In case any illegal activity is observed by Cozcom they reserve the right to invoke the terms of the Termination and Indemnity clause of this Agreement.
In this regard the undertaking of the Seller is annexed as Annex B.
- FORCE MAJEURE:
16.1 Notwithstanding anything herein contained neither Party shall be responsible for any failure to fulfil their respective obligations under the Agreement if it has been delayed, hindered, interfered with, curtailed or prevented by circumstances beyond the control and without the fault or negligence of the Parties or their servants including but not restricted to acts of God or natural disasters, public enemy, war declared or undeclared, revolution, uprising, prohibitive Government regulations, strikes, riots, civil commotion, technology failure, pandemic, epidemic or any other cause beyond the reasonable control of the Party(ies) which render the performance of this Agreement impossible.
16.2 Should any of the foregoing events occur the Party(ies) claiming occurrence of such event must inform the other Party(ies) promptly or as soon as reasonably practicable, by written notice stating the particulars of such event(s) and take all necessary steps so that the performance of the Agreement proceeds expeditiously.
16.3 The performance of any obligation shall under this Agreement remain suspended while these causes are operative and shall be resumed 16 to 24 hours after termination thereof.
- DISPUTE SETTLEMENT:
It is agreed by and between the Parties hereto that they shall use their best endeavours to resolve any disputes, differences or questions which may arise between the Parties hereto that touch upon the subject matter of this Agreement, through mutual consultation including but not limited to its breach thereof.
However, in case of any unresolved dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach thereof shall be referred to Arbitration as per Arbitration Act, 1940. The place of Arbitration shall be Lahore.
- GOVERNING LAW AND JURISDICTION:
This Agreement shall be governed in accordance with the laws of the Islamic Republic of Pakistan and the courts at Lahore shall have the exclusive jurisdiction to try and entertain suits / petitions between the Parties under this Agreement.
The headings and sub-headings in this Agreement shall not have any bearing on the interpretation of the wording of the Clauses herein.
- MODIFICATION / EXTENSION:
This Agreement may be amended, modified, and/or extended only by mutual consent, in writing of the Parties hereto.