WWW.TOTATOO.

COM

TERMS & CONDITIONS

THIS AGREEMENT IS ENTERED INTO AND EXECUTED ON:

By and Between

Totatoo Online PVT. Ltd. having its registered office at SRS Group, Office No. 815, Sacred World,
South Block, Above McDonalds Wanowadi, Pune – 411040 (here by referee to as “Totatoo”) which
expression unless repugnant to the context shall be deemed to mean and include its administrators,
representatives, executors, successors-in-business and permitted assigns of the FIRST PART.

AND

__________________________Name and Address of Vendor______________________________

________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
(Here in referee to as “Seller”) ( which expression shall, unless repugnant to the context or meaning
thereof, be deemed to include its successors in business, representatives, executors, successors-in-
business, representatives, executors, liquidators and permitted assigns of the SECOND PART.

(Hereinafter “Totatoo” and the “Seller” are collectively referred to as ‘Parties’ and individually as
‘Party”, as the context demands.)

WHERE AS:

A. Totatoo is the owner of an online portal under the name and style of www.totatoo.com, which
provides online shopping of goods for its registered members in India and abroad (hereinafter
referred to as “Portal”). Totatoo – Tomorrows talent, Today, is a perfect explanation of the
company’s aim to provide an e-commerce platform and revenue source to upcoming artists,
small business owners and visionaries. Every product is accompanied by a comprehensive story
about the Vendor Associate/ Designer/ Artist / Business Owner/ process or technique behind
product(s) featured in the product description on the portal.

B. Totatoo is responsible for operating the Portal and making sales to end customers.

C. The SELLER has expressed interest with Totatoo to enter into an arrangement for selling of its
product to Totatoo for further sale on their online portal.
 D. The Parties herein having relied upon representations and warranties of each other and have
agreed to enter into this Agreement on the terms and conditions herein contained.

NOW THEREFORE THIS AGREEMENT AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES AS FOLLOWS:

1. SERVICES BY TOTATOO: Totatoo will showcase the products of the seller on its Portal for
making sales to end customers. Totatoo shall be solely responsible for making sales to end
customer.

2. SALES PROMOTION: The Seller will provide Totatoo all requisite materials for promoting
its Brand, including but not limited to, visual support, photos and logos of the Products. The
Seller further commits to provide Totatoo samples of all the products demanded by Totatoo for
purposes of promotion, photography, etc. Notwithstanding anything contained in this agreement,
the Seller hereby unconditionally agrees that Totatoo shall have the right to share such
information with other vendors, if required, for the purpose of sale of the products.

3. SELECTION OF PRODUCTS: Totatoo shall have the liberty to select specific products from
the available catalogue of the Seller. Seller must inform in writing/ email to the representative
of Totatoo about the state of stock and/or manufacturing time, including the description of the
product, specifications, quantity, size, and price excluding taxes agreed between both parties
(product sheet attached along with) . The list shall also mention the special conditions of each
of the product like warranty/ guaranty/ certificate of authenticity etc wherever needed.

4. EXCLUSIVITY: Totatoo seeks exclusivity or price parity on collections featured on the portal.
The Seller has to assure Totatoo that if the collection is put on any other portal in India or
displayed at any event or any retail shop (excluding their own website) the price parity will be
maintained as showcased on the Totatoo portal.

However, there may be exceptions with certain pre-conditions such as price parity on current
or future products. This may/ will be discussed in writing on a case to case basis and will be
accepted as confirmed only on written email confirmation.

Totatoo reserves the right to brand the Sellers products under its banner, along with showcasing
the name/brand of the Seller on the portal.

5. VENDER REPRESENTATIVE: Totatoo will designate, in advance, a representative/ point of

contact dedicated to handle the Sellers goods, deliveries, returns, payments and any other
communication.

6. PRODUCT PICTURES: All photographs taken by Totatoo are the sole property of Totatoo
Online alone and cannot be claimed by any party, including the Seller, photographer or model(s)
unless agreed upon in a separate agreement. Totatoo will be undertaking collaborative lifestyle
shoots with multiple vendor products at the same time. Photos taken by Totatoo will be copyright
protected and will not be used for any other purpose besides Totatoo portal and its marketing.

If the Seller is running their own website and have high resolution images which qualify for
use on the website, then these can be shared with Totatoo to minimise amount of photography
done by Totatoo.
7. PRICE: All Sellers need to provide their MRP inclusive of Taxes, Totatoo will charge their
commission on this MRP on a markdown basis, as specified in the schedule below. Any
change in price of the Products should be communicated to Totatoo citing a reason.

8. TIMELINE: The Seller will provide prior information regarding the number of pieces
available per design and delivery timeline of said product and the same shall be strictly
executed within the given timeframe

Since Totatoo will also be working on a made-to-order basis, the Seller must provide an
approximate timeline for orders to be executed and ready in full quantity along with the invoice,
and the same shall be strictly stipulated within the given timeframe.

However, under unforeseen situations if the seller’s product is unavailable or cannot be

manufactured further by the Seller, the Seller must inform Totatoo by email of the same,7 days
prior, so the product can be taken off the website.

9. PURCHASE ORDER BY TOTATOO: Totatoo shall generate the purchase order stating
‘delivery date’ upon receiving a confirmation from the Seller confirming the availability of
the requested products/ ready time of said product. The same shall be kept ready in full
quantity as per the purchase order for delivery to Totatoo warehouse along with the invoice.

10. PRODUCT PICK UP/DELIVERY:

As per agreed markdown margin of 30% products will be delivered by the seller to the
Totatoo warehouse where in delivery charges will be fully born by the Seller.
As per agreed markdown margin of 35% products will be picked up from the seller by
Totatoo Courier Partner and delivered to the Totatoo Warehouse where in charges will
be born by Totatoo.

DELIVERY OF PRODUCTS FROM SELLER TO TOTATOO WAREHOUSE: The

Seller agrees that the Products purchased by Totatoo shall be delivered to Totatoo warehouse
as per the terms and conditions and timeframe agreed upon by both Parties prescribed in the
purchase order (“Delivery Date”) along with invoice. On dispatch of said products, an email
containing the tracking ID of the courier must be sent out to Totatoo. These products must
comply with the samples provided to Totatoo by the Seller. The products must contain the
labels/ tags as prescribed by the respective brands. The seller shall provide the Products in well
finished packaging for each respective product.

PICK UP BY TOTATOO FROM SELLER: The Seller agrees that the Products purchased
by Totatoo shall be fully ready for pick up, along with packaging, as per the terms and
conditions and timeframe agreed upon by both Parties prescribed in the purchase order (“Ready
Date”). These products must comply with the samples provided to Totatoo by the Seller. The
products must contain the labels/ tags as prescribed by the respective brands. The seller shall
provide the Products in well finished packaging for each respective product.

11. ACCEPTANCE AND DEFECTIVE PRODUCTS: Totatoo reserves the right to report
shortages or discrepancies within 5 business days of receiving the product at the warehouse.
In the case of damages goods or any other reason due to which the product is considered not
 sellable, Totatoo will return the goods to the Seller. In such cases, the Seller will have to
resend another piece within the time period decided by both parties or Totatoo will have the
right to cancel the order.

12. CUSTOMER RETURNS: As per Totatoo’s policies, customer have 5 days to return
merchandise if accepted by the Return Policy. However in case of international return, the
period remains 20 days.

In case of return the customer will receive Totatoo credit which they can use against a future
purchase, which may or may not be from the same vendor. If the return is because of a reason
other than ‘damaged delivery’, Totatoo will return that product to the Seller with the reason
explicitly stated by the customer . In case of damaged piece or size variants, the Seller will have
to resend another piece within a week from return.

If the Seller was payed for any returned product, the Seller will be issued a “debit note” (i.e. no
cash will be exchanged) which will be adjusted against the Sellers next consignment to Totatoo.
Otherwise the cost of the returned product will be adjusted in the next payment made to the
Seller.

In case of a Cash On Delivery order there is a chance of customer non-acceptance, this will be
notified to the Seller. The Seller will have to accept the product back and cancel said order. In
this case, delivery charges borne by either parties will be considered their own liability.

13. VENDORS ARE EXPECTED TO:

1. Provide Totatoo with content including, but not limited to, photographs, videos, write-ups,
history about themselves, their products, techniques, etc. that go into making the product;
any photography or marketing campaigns, celebrity endorsements that the Seller would wish
to feature on the portals blog.
2. If needed, give Totatoo’s production team access to their workshops and studios in order to
document a products lifecycle that in turn will make stories richer and more authentic. These
shoots will be scheduled for a time that suits all concerned parties and with prior advance
notice.
3. If there is a strong enough story substantiating the collections being showcased as an event,
Totatoo will be happy to permit specific branding of the Seller’s label/ brand name with the
product in addition to the above as a special feature.
4. Vendor associates should co-promote their products featured on the portal on their own
Social Media and website to drive traffic to Totatoo website.
5. From time to time, Totatoo will provide promotion creatives to the Seller, wherein the seller
must share said creative on different marketing mediums such as whatsapp, instagram,
facebook,etc

14. PAYMENT BY TOTATOO: Once items have reached the customers, Totatoo will send
payments to the Seller. In general, it’s a 30 day period from the day of dispatch of the product
from the Seller.

Invoicing: All invoice or challan need to be made on the date on which the product is
dispatched from the Seller to Totatoo warehouse.

15. PACKAGING AND BOXING: The Seller must provide Totatoo with product packaging
specific to their products. Special packaging will be done by the Seller for fragile products
in the range, if product upkeep demands such packaging for safety of product during
delivery.
 16. PERPRSENTATIONS AND WARRANTS: Each Party hereby represents and warrants
to the other that it shall comply and will ensure that each of its associates shall comply with
all laws, regulations and codes of conduct applicable to it in connection with the project and
actions contemplated in this Agreement, and each Party hereby confirms that its entering
into and performance under this Agreement and the transactions hereby contemplated will
not involve a breach by it of any of its respective contractual, legal or regulatory oblations.

17. RELATIONSHIP: The parties shall perform all their duties and obligations under this
agreement as independent entities. 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 constitute
the parties as principal and agent, employer and employee, franchiser and franchisee,
partners, join ventures, co-owners, or otherwise as participants in a join undertaking.
Further, the parties cannot assign this agreement to any person unless agreed in written by
the parties.

18. INTELLECTUAL PROPERTY: Any proceedings, complaint, litigation for the

intentional or unintentional misrepresentation by the Seller of its own trademark/ logo/ trade
name or of any other person, partnership, body corporate, not a party to this agreement, shall
be sole and exclusive liability of the Seller and Totatoo shall not be liable for such
misrepresentation in any manner. The parties shall not acquire any ownership interest in
each other’s intellectual property. The Seller shall not object to Totatoo using their
intellectual property on their portal and the seller assigns all their rights to Totatoo

19. CONFIDENTIALITY: Each party acknowledges and agrees that any information,
documents, manuals and other materials in relation to this agreement received from the other
party, unless such information is in public domain, will be the sole and exclusive property
of the other party and shall not be used, disclosed, communicated, shared with any third
party unless otherwise agreed in this agreement. Any misuse of such confidential
information maybe considered, as breach of this agreement and appropriate measures shall
be taken. The Seller agrees that the confidential information may be used, disclosed,
communicated and shared with any third party only with the express consent of the party
who is the owner of such confidential information for the limited purposes of performance
of obligations under this agreement and any other incidental obligations.

Furthermore, upon termination of this agreement, each party shall promptly return all
confidential information belonging to the other party and/or destroy all documents, computer records,
notes and other material retained by such party, which contains the confidential information of the other
party.

20. NON-EXCLUSIVITY: Nothing in this agreement is intended nor shall be constructed as

creating any exclusive arrangement between the Seller and Totatoo. This agreement shall
not restrict either of the party from acquiring or providing similar, equal or like goods and/or
services from other competitors, rival business entitles of the other party.

21. INDEMNITY: Each Party shall indemnify and undertakes to always hold harmless and
keep indemnified and defend the other Party and their respective employees, officers,
representatives, agents and directors at its cost against all actions, demands, claims, losses,
damages, penalty, costs, punishments, consequences and other liabilities arising out of or as
a consequence of:-
(a) breach of any of the terms and conditions of the Agreement;
 (b) any acts, commissions, omissions, negligence or contribution of the other Party,
its officers, representatives, employees, agents, contractors or sub-contractors in
any manner under any provision of this or in relation to this Agreement;
(c) infringement of any third party’s intellectual property rights;
(d) any claim, action, suit, liabilities, loss or any other legal proceeding filed by any
other third party against one Party due to its negligence, acts, commissions, omissions of
the other Party under this Agreement;
(e) breach or contravention of any applicable law.

21. DISPUTE RESOLUTION AND GOVERNING LAW:

In the event any dispute or difference (“Dispute”) arises out of or in connection with this agreement
between the Parties, they shall attempt in the first instance to resolve such Dispute through friendly
consultations. If the Dispute is not resolved through friendly consultations within fifteen (15) days
after, then the party raising the Dispute may refer the Dispute for resolution by arbitration. The parties
may refer the dispute to India under The Arbitration and Conciliation Act, 1996 for arbitration or
statutory re-enactment or modification for the time being in force and place, venue and seat of
arbitration will be Pune. All proceedings in any such arbitration shall be conducted in English. There
shall be a sole arbitrator appointed by Totatoo, who shall be fluent in English. The arbitration award
made by the sole arbitrator shall be final and binding on the Parties and the Parties agree to be bound
thereby and to act accordingly. The award shall be enforceable in any competent court of law. The
award shall be in writing.
This Agreement shall be construed, interpreted and governed in accordance with the laws of India
without regard to its principles of conflicts of laws and jurisdiction of courts shall be Pune alone.

22. SERVICE OF NOTICE: Any notice required to be given here under shall be deemed
sufficient if sent by and to the authorised email address or by post on the above mentioned
address.

23. AMENDMENT AND WAIVER: No provision of this agreement may be amended,

revoked or waved except in writing, signed and delivered by an authorised officer of each
party. Any party’s failure to require other party to comply with the provisions of this
agreement shall not be deemed a waiver of such provisions or any other provisions of this
agreement.

24. SEVERABILTY: If any provision of this agreement shall be declared invalid or

unenforceable under applicable law, such provisions shall be ineffective only to the extent
of such declaration and such declaration shall not affect the remaining provisions of this
agreement. In the event that a material and fundamental provision of this agreement is
declared invalid or unenforceable under applicable law, the parties shall negotiate in good
faith respecting an amendment hereto that would preserve, to the fullest extent possible, the
respective rights and obligations imposed on each party under this agreement as originally
executed.

25. ENTIRETY: This agreement and its recitals embodies the entire understanding amongst
the parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous correspondence(s), agreement(s) etc.

26. TERM OF AGREEMENT: The parties agree that the term of this agreement shall be for
a period of 18 months (hereinafter referred to as “Term”). Upon expiry of the term, this
agreement may be extended as mutual agreement of both the parties in writing.

27. TERMINATION: Notwithstanding anything set out in this agreement, either party may
terminate this agreement anytime with a 1-month prior notice in writing. In case of
termination of this agreement, either by the lapse of term or its prior determination (by way
 of notice of two weeks prior to the pop up by either parties herein), the parties shall complete
their duties/obligations as specified in this agreement and terminate the services in good
faith and for the satisfaction of each other.

VENDOR ASSOCIATE DETAILS

Vendor Brand/ Trade Name:

Vendor Associate Name:

Product Type:

Contact Number:

Email ID:

Delivery Time of Product:

Commission for Totatoo:

Shipping Address:

VENDOR BILLING INFORMATION

Bank Name:

Bank Address:

Account Number:

IFSC Code:

Tax Identification:

GST No. (If applicable):

 PRODUCT LIST

Sr.No. PRODUCT No. Of Basic

DESCRIPTION Pieces Cost
Price

Special product shipping or storage instructions:

VENDOR ASSOCIATE TOTATOO ONLINE
Signature: Signature:

Printed Name: Printed Name:

Title: Title:

Date: Date: