VENDOR ( ON - BOARDING ) AGREEMENT

VENDOR ( ON - BOARDING ) AGREEMENT
THIS AGREEMENT IS MADE AND ENTERED INTO ON THIS _____ DAY OF _____________, IN THE YEAR____________AT MUMBAI;


BY AND BETWEEN
JHAURI E-COMMERCE PRIVATE LIMITED, A company incorporated under the provisions of the Companies Act, 2013, having its registered office at 6th Floor, Lightbridge, Powai, Hiranandani, Business Park, Mumbai, Maharashtra- 400 072, bearing Corporate Identification Number U47910MH2025PTC462295 and presently active status, acting through a Director, undersigned herein, owning and operating under the registered domain name “www.jhauri.com” (hereinafter referred to as the "Aggregator", which expression shall
include, unless repugnant to the context, their agents, authorized representative, heirs, successors, and permitted assigns).

AND
M/S _______________________ (Sole Proprietorship / Partnership / Private Limited / LLP) , through
authorized representative Mr./ Mrs. / Ms.______________________, aged____, having GSTIN:
______________________ PAN:____________________, and registered office at
______________________________________________ (hereinafter referred to as the "Vendor", which
expression shall include, unless repugnant to the context, their agents, authorized representative, heirs, successors, and permitted assigns).

AND WHEREAS; the said Aggregator and Vendor (Hereinafter, whenever collectively referred to, shall be referred to as “Parties”), are entering into the present agreement based on the representations made, terms and conditions set forth herein under: -
(The Recitals set forth above are true and correct and are hereby incorporated into this
Agreement by reference.)
B. REPRESENTATIONS:
i. The Vendor represents and warrants that they are the sole legal owner of all products listed by
them on the Aggregator’s Platform and have the full right to sell them.
ii. The Vendor represents that all items (stones, metals, etc.) are authentic, meet specified
hallmarking/purity standards, and the said products match their online descriptions.
iii. Both parties represent that they have all necessary licenses, tax registrations (like GST), and
permits to conduct their respective businesses.
iv. The Vendor represents that the products and any images/text provided do not violate the
intellectual property rights (trademarks/copyrights) of any third party.
v. Both Parties represents they have the full legal power and authority to enter into and perform
their obligations under this agreement.
NOW THEREFORE, based on the aforementioned Recitals and Representations, the Parties
agree to the terms and conditions set forth as follows:
I. DEFINITIONS AND INTERPRETATIONS:
a. For the purposes of this Agreement, the term “Platform” means the website
www.jhauri.com, mobile application, and associated domains.
b. For the purposes of this Agreement, the term “Products” means the any and all
Jewelry items of the Vendor, which may include but are not be limited to, Gold
Jewelries, Silver Jewelries, Diamond Jewelries, Imitation Jewelries and other Jewelries
made out of precious stones and metals.
c. For the purposes of this Agreement, the term “Commission” means the fee payable
by the Vendor to the Aggregator for each successful sale facilitated through the
Platform. This fee shall be calculated as a percentage of the Maximum Retail Price
(MRP), plus applicable Goods and Services Tax (GST). The specific percentage
applicable shall be as set forth in the "Commercial Annexure" or "Commission
Schedule" attached to this Agreement, which may vary based on the product category,
metal type, or gemstone classification.
d. For the purposes of this Agreement, the term “Master Packaging” means, but the said
meaning is not limited to, exclusive Aggregator-branded packaging boxes, within
which all Vendor Consignment must be packed.
e. For the purposes of this Agreement, the term “Block Policy” means an all-risk inland
marine insurance policy that covers high-end jewelry against physical loss or damage
from perils like theft, fire, or robbery. In this agreement, it specifically refers to the
coverage, if applicable, extending to items while in transit or in the custody of third-
party logistics providers.
f. For the purposes of this Agreement, the term “Logistics Provider” means, any third-
party specialized courier or secure transport service engaged to transport items,
(categorized as Non-high value) between the Vendor and the Consumer such as
Delhivery, Shiprocket, Bluedart, etc.
g. For the purposes of this Agreement, the term “High-End Logistics Provider” means,
any third-party specialized courier or secure transport service engaged to transport
items, (categorized as High value) between the Vendor and the Consumer.
h. For the purposes of this Agreement, the term “Consignment / Trust Items” means
items listed on the Platform that remain the legal property of the Vendor but are held
"in trust" or "on memo" by the Aggregator or its agents.
i. For the purposes of this Agreement, the term “Authentication Certificate” means a
formal document issued by a recognised laboratory (such as GIA, IGI, or BIS Hallmark)
that verifies the purity of metals and the quality of gemstones.
j. For the purposes of this Agreement, the term “Territorial Limits/Jurisdiction” means
the specific geographical area (i.e., "Within the borders of India") where the insurance
coverage is active.
k. Interpretations: Headings are for convenience only and illustrative; the word
"including" is non-exhaustive; ambiguities shall be resolved in favor of the Aggregator.
II. AGGREGATOR’S POWERS, ROLE & LIMITATION OF LIABILITY:
a. Independent Intermediary Status (Safe Harbour): The Aggregator is a "Marketplace
E-commerce Entity" as defined under the Consumer Protection (E-commerce) Rules
2020 and acts strictly as an Intermediary under Section 79 of the Information
Technology Act, 2000. The Aggregator's role is limited to providing a neutral technical
platform (IT infrastructure) for the listing and discovery of products by Consumers.
b. No Privity of Contract: The contract for the sale of any product is strictly a bipartite
agreement between the Vendor and the Consumer. The Aggregator is not a party to
such a contract, and has no control over the terms of sale, and assumes no
responsibility for any non-performance or breach by either party.
c. Disclaimer of Ownership & Liability: The Aggregator does not, at any point in time,
take legal title, physical possession, or risk of loss for any products listed on the
platform. The Vendor is solely responsible for:
i. Product Authenticity: Purity, hallmarking, and weight of jewelry.
ii. Compliance: Adherence to the Legal Metrology Act, GST laws, and Consumer
Protection standards.
iii. Fulfilment: Accurate description, packaging, and timely dispatch of goods.
d. "As-Is" Platform Service: The platform and its services are provided on an "As-Is" and
"As-Available" basis. The Aggregator disclaims all warranties, express or implied,
including those of merchantability or fitness for a particular purpose. The Aggregator
shall not be liable for any direct or indirect damages resulting from platform
downtime, technical errors, or unauthorized access to Vendor data.
e. Suspension Policy: The Aggregator reserves the absolute and unilateral right to
monitor Vendor conduct. Without prejudice to other legal remedies, the Aggregator
may, with prior notice of 72 hours, suspend, terminate, or "Block" a vendor’s access
to the platform for any breach of this agreement, high return rates, or customer
dissatisfaction, without liability for loss of business.
f. Logistics & Shipping: The Aggregator undertakes the responsibility of shipping and
logistics with respect to orders placed on the platform for the Vendor’s products listed
on the platform. It shall be the sole responsibility of the Aggregator to facilitate a
Logistics Partner and have the Vendor’s products delivered from the Vendor’s store
house to the Consumer/Purchaser using a “Pick-up and Drop Service”.
g. Exclusion of Indirect Damages: To the maximum extent permitted by applicable law,
the Aggregator shall not be liable to the Vendor or any third party for any indirect,
incidental, special, consequential, or exemplary damages. This includes, but is not
limited to, damages for loss of profits, loss of goodwill, business interruption, or loss
of data, even if the Aggregator has been advised of the possibility of such damage.
h. Financial Cap: The total aggregate liability of the Aggregator arising out of or in
connection with this Agreement, whether in contract, tort (including negligence), or
otherwise, shall in no event exceed the total Commission fees actually paid by the
Vendor to the Aggregator during the one (01) month period immediately preceding
the event giving rise to the claim. (For example if the Vendor and Aggregator are in
business for a period of 20 months and on any day of the 21st Month there is any loss
occurred due to, substantially proved, negligence of the Aggregator, then the
Aggregator may be held liable for claims amount not exceeding the combined
commission fees of the past 1 month from the day of said negligence.)
i. Platform Disclaimer: The Aggregator shall have no liability for any service
interruptions, including but not limited to system crashes, security breaches, or
technical malfunctions, nor for any errors in product listings caused by the Vendor’s
data entry.
j. Time Limit for Claims: The Vendor agrees that any claim or cause of action arising out
of this Agreement must be filed within one (1) month after such claim or cause of
action arose or be forever barred.
III. VENDOR’S STRICT STATUTORY OBLIGATIONS:
a. Product Authenticity & Hallmarking Compliance: The Vendor warrants and
guarantees that every product listed on the Platform shall strictly adhere to the
following standards:
i. Mandatory Hallmarking: All Gold and Silver jewelry/artefacts must bear a valid
BIS Hallmark and a unique six-digit alphanumeric HUID (Hallmark Unique
Identification) as per the BIS Hallmark Rules 2026. This includes compliance
with the mandatory silver hallmarking requirements effective from September
1, 2025.
ii. Traceability & Certification: All gemstones must follow international grading
standards (e.g., GIA, IGI). The Vendor must provide authentic digital or physical
certificates for all "Fine Jewelry" items, including diamonds and precious
stones.
iii. Weight Accuracy: Products must match the stated metal weight within the
tolerance as per industry quality assurance standards.
iv. Certificate Annexure: The Vendor shall mandatorily pack and ship the said
Certificates, published by them on the product listing and any other applicable
certificates, along with the product to be sent to the Purchaser/Consumer.
b. Legal & Criminal Compliance (BNS 2023): The Vendor represents that it shall not
engage in any activity that violates the Bharatiya Nyaya Sanhita (BNS), 2023.
Specifically mentioned in the Platform T&Cs of the Platform at the time of on-boarding
and Registration;
c. Product Listing & Accuracy (Intermediary Safeguard): As per the Legal Metrology
(Packaged Commodities) Rules, the Vendor must ensure that all online listings display
the MRP (inclusive of all taxes), net quantity, country of origin, and
manufacturer/packer details.
d. The Aggregator maintains absolute, unilateral discretion to reject, suspend, or
permanently "Block" any listing or Vendor account if the descriptions, images, or
purity claims do not match the physical product or if the Vendor fails a "Quality
Assurance" audit.
e. In accordance with the Consumer Protection Act, the Vendor cannot refuse to take
back goods or refund consideration if the products are found to be defective, deficient,
spurious, or misaligned with the advertised characteristics.
f. Tax & Invoicing: The Vendor is solely responsible for generating and uploading GST-
compliant B2C invoices, if applicable, for every transaction of their product via the
Platform. The Vendor acknowledges that the Aggregator's role is limited to facilitating
the communication of this information and that the Vendor remains the "Supplier" for
all tax purposes.
g. The Vendor represents that all product imagery is a true and accurate photographic
representation of the physical item. The use of Generative AI to create or substantially
alter product images (Deepfakes) is prohibited if it creates a misleading impression of
the product's luster, color, or scale.
h. Inventory Management and Tracking: The Vendor shall mandatorily track their
Inventory and stockouts shall halt dispatches and attract a reasonable daily penalty
mutually aggregable by the Parties.
(Aggregator’s failure to detect a non-compliant listing shall not be deemed a waiver of
the Vendor’s obligations or a shift in liability; the Vendor remains solely and perpetually
liable for the legality of its products.)
IV. PRICING, COUPONS, AND PROMOTIONAL CAMPAIGNS:
a. The Vendor acknowledges and agrees that participation in all site-wide discount
campaigns, seasonal sales, and coupon promotions initiated by the Aggregator (the
"Platform") is mandatory. The Aggregator reserves the right to apply platform-level
discounts or coupons to the Vendor’s listings to maintain platform competitiveness.
The Vendor shall factor these potential promotional adjustments into their base
pricing strategy.
b. If the Vendor wishes to run independent or brand-specific discount campaigns on the
Platform for their products, they shall have the absolute freedom and discretion to do
so via the said Platform’s Discounting and Pricing Module.
V. MANDATORY BRANDING & PACKAGING:
a. The Vendor shall use exclusively the Master Packaging provided by the Aggregator
bearing the Aggregator’s mark. The Vendor must seal their entire package inside the
Aggregator’s branded Master Packaging box.
b. The Vendor shall be provided with fifty (50) boxes upon registration and onboarding
with the Aggregator.
c. The Vendor must restock the said Master Packing material from the Aggregator’s
Platform alone and any purchase of any forged Packing material from any other
channels shall considered as grounds for immediate termination of the present
agreement and the Aggregator shall be entitled to freeze any payouts and orders
pending with the Aggregator and any loss caused due the same will be entirely borne
by the Vendor.
d. Use of the said Master-Packing material shall give the Vendor a limited license to use
the Aggregator’s mark as envisioned within the scope of this present agreement alone
and no unintended use of the said Aggregator’s mark shall be allowed on account of
non-traverse of the clauses of the present agreement. Any unlicensed and unintended
use shall result in immediate termination of the present agreement.
VI. LOGISTICS, SHIPPING, AND RISK OF LOSS:
a. Packaging Standards: The Vendor, only in case of high-end/ high-value jewelry, must
take photographic evidence of the Packaging, if applicable, along with the following:
i. Photographs of weight of Product: The Vendor must take photographs of the
weight of product before packing and upload them on the Platform;
ii. Condition of Product: The Vendor must take photographs of the condition of
the product before packing and upload them on the Platform;
iii. Photographs of Packaging: The Vendor must take photographs of the
Consignment after the packing and attaching the Air-way bill and upload them
on the Platform.
b. The Vendor is strictly responsible for high-security, tamper-evident packaging, if
needed, that meets both the Aggregator’s branding requirements and the Jeweler’s
Block Insurance standards (if applicable).
i. Mandatory Multi-Layer Requirements: The jewelry must be placed in a
reasonably good quality packaging, or high-quality velvet/hard box (if needed)
with a Primary Security Seal (tamper-evident sticker) applied by the Vendor.
ii. The entire package must be sealed inside the official Aggregator-branded
tamper-proof flyer/bag provided by the Aggregator.
iii. Use of any non-branded or generic outer packaging is a material breach and
voids all transit insurance claims.
c. Packing Video Evidence (if applicable): The Vendor must record a continuous, high-
definition, and unedited "Packing Video" for high – value product order (if required by
their Block Insurance Policy). To be valid for Insurance claims, the video must clearly
show:
i. The physical product and its corresponding HUID/Hallmark engraving.
ii. The product being placed into primary and secondary boxes.
iii. The final insertion into the Aggregator-branded outer flyer.
iv. The application of the Airway Bill (AWB), with the tracking number clearly
legible.
d. Failure to provide a valid Packing Video or the use of unauthorized outer packaging
shall result in the automatic rejection of any "switch-fraud," "empty box," or
"damaged item" claim raised by the Consumer against the Aggregator. In such cases,
the Vendor shall bear the 100% financial loss and must refund the Consumer
immediately via the Platform.
e. The Aggregator will be responsible for arranging the Shipping from the Vendor to the
Purchase/Consumer via the assistance of a Logistics Partner.
f. The Vendor shall be solely responsible for any financial losses due to cancellations,
refunds initiated, etc. caused due to delays in dispatch of the said orders.
VII. RETURNS & REFUNDS POLICY:
a. The Aggregator shall facilitate and manage return requests and refund processing only
if the Consumer raises a claim within 48 hours of the recorded delivery time ("Platform
Window"). During this window, the Aggregator will handle the logistics and initial
verification of the return request based on the Platform’s standard return policy.
b. Upon the expiry of the 48-hour Platform Window, the Aggregator’s involvement in the
return and refund process shall cease entirely.
i. Any subsequent claims, complaints, or return requests made by the Consumer
shall be the sole responsibility and liability, which shall be undertaken at the
discretion of the Vendor.
ii. The Vendor shall have the absolute discretion to accept or reject such late-
stage claims based on their own internal policies; however, the Vendor must
deal directly with the Consumer for the same or may choose to take assistance
via the panel.
c. The Vendor expressly agrees to indemnify, defend, and hold harmless the Aggregator
(including its proprietor, employees, and agents) from, any and all, legal claims,
consumer court proceedings, damages, or financial losses arising from:
i. Product defects discovered after the 48-hour window,
ii. Disputes regarding hallmarking, diamond quality, or purity raised after the
initial inspection period.
iii. The Vendor’s exercise of discretion in rejecting a Consumer’s late return or
refund request.
d. For any claims beyond the 48-hour window, the Vendor shall have the sole discretion
and absolute freedom to resolve the matter independently without involving the
Aggregator’s infrastructure or payment gateway.
VIII. COMMERCIALS AND PAYMENT TERMS:
a. Commission Structure: The Vendor shall pay a Commission to the Aggregator for every
successful sale facilitated through the Platform. The specific Commission percentages,
categorized by product type (e.g., Gold, Diamond, Silver, Lab-Grown), are set forth
in ANNEXURE A that is titled as the COMMERCIAL SCHEDULE. The Aggregator
reserves the right to update the Commission Schedule with thirty (30) days' prior
notice to the Vendor.
b. The Aggregator reserves the absolute and unilateral right to amend, modify, or
reclassify the product categories and slabs within Annexure A (Commission
Schedule) without seeking the prior consent or approval of the Vendor and without
any prior notice, subject to the following conditions:
i. Such amendments shall be limited to the bifurcation of products, the creation
of new sub-categories, or the reassignment of specific products from one slab
to another within the existing framework, provided that such products remain
within the same overall Category (e.g., Gold, Silver, or Diamond).
ii. As long as the base Commission Rates and Percentages for the existing slabs
remain unchanged, the Vendor’s continued use of the Platform after the
revision shall constitute irrevocable acceptance of the amended Annexure.
iii. Any listing uploaded or sale facilitated after the effective date of the amended
Annexure shall be governed by the revised classification, and the Vendor
waives any right to dispute the MRP calculation based on the new slab
assignment.
c. Payout Cycle: The Aggregator shall process "Sweep Payments" to the Vendor’s
registered bank account for all cleared orders, on every Working Thursday, during
banking hours, for the preceding week (i.e. Weekly period starting at 12:00 AM on
Monday to 11:59 PM on the successive Sunday), after successful deliveries of said
orders, subject to the understanding that all payouts shall be made for such amounts
after the Aggregator deducts Commission, GST on Commission, and any applicable
TCS/TDS before remitting the balance to the Vendor.
(For example, payments for all orders successfully cleared and delivered between
Monday, March 2 (12:00 AM) and Sunday, March 8 (11:59 PM) will be disbursed to
the Vendor’s account on Thursday, March 12; similarly, payments for the subsequent
cycle ending Sunday, March 15, will be processed on Thursday, March 19, continuing
in this weekly "Sales Week followed by Thursday Payout" format throughout the term
of the agreement.)
d. Indefinite Hold & Dispute Resolution: In the event a Dispute or Claim is raised by a
Consumer, Logistics Partner, or the Aggregator itself, the payout for that specific order
(and potentially the Vendor’s entire account balance) shall be held indefinitely until a
final resolution is reached. Reasons for a "Payment Hold" include, but are not limited
to:
i. Claims regarding metal purity, fake gemstones, or mismatch with
HUID/Hallmarking data.
ii. Claims that the product received does not match the images or descriptions
provided on the Platform.
iii. Claims of "Empty Box," "Switch-Fraud," or "Damaged on Arrival."
iv. Notices from authorities (GST, BNS, or Consumer Courts) regarding the
Vendor’s conduct.
v. Any violation of the Vendor Obligations or Block Policy mentioned in this
Agreement.
e. Finality of Resolution: The Aggregator shall act as the sole and final arbiter for
releasing held funds. If a dispute is resolved in favor of the Consumer (e.g., a refund is
issued), the Aggregator shall permanently retain the held amount to facilitate the
refund, and the Vendor shall remain liable for the Shipping costs incurred.
IX. IRREVOCABLE CONTENT LICENSE & IP SAFEGUARDS:
a. The Vendor grants the Aggregator a perpetual, irrevocable, worldwide, and sub-
licensable license to use, modify, and display all "Vendor Content" (including images,
certificates, and metadata) for platform promotion, AI and machine learning training,
and regulatory archiving, even post-termination. The Vendor warrants sole ownership
or legal right to all content, ensuring it does not infringe on any third-party intellectual
property. Consequently, the Vendor shall provide absolute, unlimited indemnity to the
Aggregator against any content-related legal claims. The Aggregator reserves the
unilateral right to remove or block any content deemed in violation of IP rights or the
BNS 2023 at its sole discretion, without liability for any resulting loss of sales or
business.
b. The Vendor shall provide an absolute, unlimited indemnity to the Aggregator against
any claims, lawsuits, or penalties arising from the use of Vendor Content. This
specifically includes protection against clauses further elaborated in the Platform T&C.
c. The Aggregator reserves the unilateral right to immediately remove or "Block" any
Vendor Content that it deems, in its sole discretion, to be in violation of any IP rights
or the BNS 2023, without any liability for loss of sales or business to the Vendor.
X. MASTER INDEMNITY AND ABSOLUTE LIABILITY TRANSFER:
a. The Vendor acknowledges that the Aggregator is a "Marketplace E-commerce Entity"
and acts strictly as an intermediary. The Vendor hereby fully and forever
exonerates the Aggregator from any and all liabilities, claims, or legal actions. The
Vendor is solely and 100% responsible for all the Liabilities and Legal Obligations
mentioned in the Liability Transfer and Master Indemnity Clause of the Platform T&C.
b. Furthermore, the Vendor shall indemnify, defend, and hold harmless the Aggregator
(including its directors and employees) from all claims, losses, damages, and legal
costs (solicitor-client basis) arising from Vendor acts, Products, BNS breaches, tax
defaults, or IP infringements.
c. The Aggregator shall maintain sole control over the defense or settlement of any claim.
No admission of liability shall be made by the Vendor that involves the Aggregator's
name without prior written consent.
d. The Aggregator reserves the right to set-off or withhold any amounts from the
Vendor’s "Sweep Payouts" to satisfy any indemnity claim under this Section. This
Section shall survive the termination or expiry of this Agreement indefinitely.
e. The Vendor indemnifies the Aggregator against all tax notices/penalties arising from
Vendor defaults.
XI. MANDATORY REGISTRATION AND APPROVAL PROCESS:
a. Access to the Platform Seller Portal and the right to list products is strictly conditional
upon the successful completion of the Seller Portal Account Registration.
b. No vendor shall be granted access to the platform without first accepting the Platform
T&C during the Registration Process. Completion of the registration form constitutes
an offer to sell, which the Platform may accept or reject at its sole discretion.
c. A vendor account will only be activated following a verification check of the mandatory
documents (including, but not limited to, GST, PAN, and Hallmark Certifications). The
Platform reserves the right to request additional documentation prior to granting
'Approved' status.
d. The Vendor warrants that all details provided in the Seller Portal—including metal
purity, stone weight, and certifications—are accurate and truthful. Any discrepancy
found post-approval may lead to immediate suspension of the account and forfeiture
of pending payouts.
e. Approval of the Vendor does not waive the Platform’s right to audit product listings or
request updated compliance certificates at any time.
XII. BANKING DETAILS AND OPERATIONAL CHANGES:
a. The Vendor shall provide accurate and complete bank account details (including
Account Name, Number, IFSC Code, and Bank Branch) at the time of registration. All
payouts from the Aggregator shall be made exclusively to this designated account. The
Vendor warrants that the bank account is in the name of the entity/individual
registered under this Agreement.
b. The Vendor is under a mandatory obligation to notify the Aggregator in writing of any
change in its legal, financial, or operational status at least [e.g., 15 working days] prior
to such change taking effect. This includes, but is not limited to:
i. Changes in Bank Account or GST details.
ii. Changes in ownership, partnership structure, or constitution of the firm.
iii. Change in the registered office or primary dispatch address.
iv. Suspension or cancellation of mandatory certifications (BIS Hallmark, GIA/IGI,
etc.).
v. Failure to intimate the Aggregator of such changes in a timely manner shall be
deemed a material breach. The Aggregator shall not be held liable for any
failed payouts, tax mismatches, or disruption in logistics services resulting from
the Vendor's failure to provide updated information. The Aggregator reserves
the right to suspend the Vendor’s account immediately to avoid compliance
risks until the new details are verified.
XIII. TERM AND AUTO-RENEWAL:
This Agreement shall commence on the Effective Date and shall remain in force for an
initial period of One (1) year (the "Initial Term"). Upon the expiry of the Initial Term, this
Agreement shall automatically renew for successive periods of one (1) year each, unless
either Party provides written notice of non-renewal at least thirty (30) days prior to the
end of the then-current term.
XIV. TERMINATION:
a. Notwithstanding the 1-year term mentioned above, this is an "at-will" agreement.
Either Party may terminate this Agreement at any time, without assigning any reason,
by providing the other Party with at least thirty (30) days’ prior written notice.
b. The Aggregator reserves the right to terminate this Agreement with immediate effect
and without prior notice if the Vendor:
i. Fails to maintain valid GST, PAN, or mandatory Hallmark/Diamond
certifications.
ii. Lists counterfeit, stolen, or misrepresented jewelry.
iii. Breaches any material representation or warranty set forth herein above.
c. Final Settlement and Payout Conditions: The parties agree that the settlement of the
final dues to the Vendor shall be governed by the following:
i. The Final Payout shall be withheld for a period of [e.g., 45 to 60] days following
the effective date of termination (the "Claims Period"). This duration ensures
all customer return windows, refund requests, and quality disputes are fully
exhausted.
ii. No payout shall be released if there is an active consumer complaint, pending
legal notice, or an unresolved dispute regarding the authenticity of the
products sold.
iii. The Aggregator is expressly authorized to deduct any refunds, penalties, or
logistics costs incurred due to the Vendor’s products from the final balance
before disbursement.
XV. POST-TERMINATION HANDOVER:
Upon termination, the Vendor shall immediately cease using the "jhauri.com" brand name
and return any unused Master Packaging or promotional materials provided by the
Aggregator. Any orders placed by a Consumer prior to the termination date must be
fulfilled by the Vendor as per the original terms.
XVI. GOVERNING LAW AND JURISDICTION:
a. Governing Law: This Agreement, and all transactions facilitated hereunder, shall be
governed by and construed in accordance with the laws of India, without regard to its
conflict of law principles.
b. Exclusive Jurisdiction: The Parties hereby irrevocably agree that the courts and
tribunals located in Mumbai, Maharashtra, shall have exclusive jurisdiction to settle
any disputes, claims, or controversies arising out of or in connection with this
Agreement. The Vendor expressly waives any objection to such venue on the grounds
of forum non conveniens (inconvenient location) or otherwise.
c. The Vendor, unequivocally agrees that any dispute arising out of this Agreement shall
be first and foremost referred to and shall be liable to be finally resolved
by Arbitration in Mumbai, in accordance with the Arbitration and Conciliation Act,
1996, with the seat and venue of arbitration being Mumbai, the language of the
proceedings being English and the dispute be resolved by a Sole Arbitrator appointed
by the Aggregator.
XVII. FORCE MAJEURE:
a. For the purposes of this Agreement, a Force Majeure Event shall mean any event or
circumstances beyond the reasonable control of a Party, which prevents or delays the
performance of its obligations under this Agreement, and which could not have been
reasonably foreseen or avoided despite the exercise of due care.
b. Force Majeure Events shall include, but no be limited to, acts of God, Natural disasters,
floods, earthquakes, pandemics, epidemics, war, terrorism, civil unrest, strikes, labour
disputes, governmental actions, changes in law, internet outages, power failures,
cyber incidents, or failures, downtime, or policy changes of third -party platforms,
hosting providers, payment gateways or logistics partners.
c. During the continuance of a Force Majeure Event, the affected Party’s obligations shall
be suspended to the extent impacted, Project timelines and milestones shall stand
automatically extended without penalty. Neither Party shall be liable for any failure or
delay in performance caused by a Force Majeure Event, Except for Payment obligations
accrued prior to such event.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:

1. For JHAURI E-COMMERCE PRIVATE LIMITED,
Ms. Sanober Ali Surani (Director), Authorized
Signatory with Company Seal
(AGGREGATOR)
Signature:__________
AND
2. For Vendor ___________________________
Mr./Mrs./Ms. _________________________
Authorized Signatory with Company Seal
(VENDOR)
Signature:__________
WITNESSES:
NAME:_________________
ADDRESS:
Signature:__________
NAME:_________________
ADDRESS:
Signature:_________

ANNEXURE-A
COMMISSION SCHEDULE

Product Category	HSN Code	Product GST Rate	Commission Rate (%)	GST on Commission
Gold & Diamond Jewellery	7113	3%	5%	18% (SAC 9983)
Lab-Grown Diamonds	7113 / 7104	3%	10%	18% (SAC 9983)
Silver Jewellery & Articles	7106	3%	15%	18% (SAC 9983)
Fashion / Imitation Jewellery	7117	3%	20%	18% (SAC 9983)

Note:
1. The Commission slab on each sale is showcased in a tabulated manner hereinunder, the said commission
along with the GST shall be deducted from the final payout on each sale.
2. The Vendor shall be solely responsible for raising the final tax invoice directly to the Customer through the
Aggregator’s platform for every transaction concluded through the Aggregator’s platform. The Vendor
must ensure compliance with the HSN Codes and GST Rates as prescribed under the GST Act.
3. The Vendor shall collect and remit the 3% GST on the jewellery value to the government. The Aggregator
shall not be liable for any tax discrepancies related to the product invoice.
4. The Aggregator shall collect 18% GST from the Vendor on the commission earned and provide a valid GST
invoice to enable the Vendor to claim Input Tax Credit (ITC), where applicable.

ACKNOWLEDGED BY
SIGNATURE :
VENDOR NAME :
VENDOR DETAILS :
VENDOR CODE :
DRAWN UP BY
JHAURI E-COMMERCE PRIVATE LIMITED,
Ms. Sanober Ali Surani (Director),
Authorized Signatory with Company Seal
(AGGREGATOR)