Terms of Affiliate Programme

Business policy on affiliate programme
INTRODUCTION TO THE POLICY:

As a women’s wear Fashion & Lifestyle brand, NR Ventures Private Limited (‘Company’) deals in clothing, footwear, bags, jewellery& other accessories. It also has a Home Decor line which brings to you a range of Kitchen & Dining, Garden, Lighting, Storage Accessories, Bath and Room & Decor merchandise as well. We are proud to say that a majority of all these products are made in India and being sold through its Website alongwith Retail Stores located at multiple locations in India. The Brand has its own identity which is about being organic, rooted and modern bohemian in its approach. The Company is aware of the concerns of its Customers and are providing them with a platform which is trustworthy and fashion that is body friendly.

With this Affiliate Programme model, the Company is willing to establish a mutual beneficial relationship with each of its Customer and, in turn, build a community... A community of like-minded independent, mature and free spirited people who are nonconformists and driven individuals aligned with the Brand’s philosophy of the Company. Through a seamless Website and experience rich stores, the Company plans to bring together and nurture this community and cultivate a modern bohemian way of life.

This Policy on Affiliate Programme describes the prevailing terms and conditions for participation in the Vajor’s Affiliate Program. By applying to the Vajor’s Affiliate Programme the Affiliates are confirming that they have read and understood this Policy and agree to be abide by the terms and conditions mentioned therein.

Definitions

  • ‘Affiliate Programme’ shall mean the programme as detailed in this policy.
  • ‘Affiliate’ shall mean the Customer of the Company who by their express consent enrol themselves under the Affiliate Programme and accepted by the Company basis its internal evaluation.
  • ‘Brands’ shall mean and include Vajor, Cape & Cloth and such other brands as may be included by the Company.
  • ‘Business Plan’ shall mean the entire commercial structure applicable for the Affiliates as may be published by the Company from time to time.
  • ‘Company’ shall mean NR Ventures Private Limited.
  • ‘Customer’ shall mean an existing and future customer of Company.
  • ‘Customer Transactions’ shall mean any transaction as may be carried out by the Affiliate directly for their self-consumption, resale or transaction by other Customer using the referrals of Affiliate.
  • ‘Dashboard’ shall mean the platform provided by the Company to the Affiliates.
  • ‘Incentives’ shall mean rewards payable in cash and points.
  • ‘IPR’ shall mean and include the intellectual property rights of the Company including but not limited to its trademarks, artworks, design, images, photos, ads, videos, social media contents, website content, marketing campaign etc.
  • ‘Level’ shall mean affiliation level by existing Affiliate to new Sub-Affiliate / Customer which is restricted to single level.
  • ‘Policy’ shall mean and include this document and all other policies such as Privacy Policy, Terms of use of website etc. as presently applicable or may be published in future by the Company.
  • ‘Products’ shall mean and include all the products and services as may be listed by the Company.
  • ‘Referral’ shall mean referral by existing Affiliate to their Sub-Affiliate to single level.
  • ‘Retail Stores’ shall mean and include the retail stores of the Company details of which is available on the Website, presently located at New Delhi, Pune, Chennai and Bengaluru.
  • ‘Threshold’ shall mean the limit applicable to claim the transfer of accumulated cash reward in bank account.
  • ‘Validity’ shall mean the validity of any points, rewards and coupon as mentioned in the respective segment.
  • ‘Website’ shall mean www.vajor.com.
  • ‘Territory’ shall mean Indian Territory.

Eligibility Parameters

  • There shall be no enrolment fees for any Customer to become an Affiliate of the Company and the Company shall not be paying any Incentive to Affiliate on account of the same.
  • Unless confirmed otherwise, this Affiliate Programme is exclusive and shall operate purely on invitation basis. Subsequent to being invited by the Company or any of its existing Affiliates, once a Customer complete an application consists of certain information to become an Affiliate, the Company will review their application and may have discussion with the Customer before notifying the Customer whether they have been accepted by the Company to participate in the Affiliate Program, or not.
  • The Company may want to review the application in discussion with the Customer, so it may reach out to the Customer for more information.
  • If the Company do not notify the Customer that their application is accepted to participate in the Affiliate Program within thirty (30) days from the date of application, the application shallconsider to be rejected.
  • If the Customer is accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Policy shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, the Affiliate will need to complete any enrolment criteria and execute further agreement, as per the discretion of the Company.
  • The acceptance of Affiliate and participation in the Affiliate Program does not mean that that the Customer will be accepted into any of Company’s other Programs, unless specifically agreed in writing.
  • The Affiliate shall comply with the terms and conditions of this Policy at all times, including any applicable Program Policies.
  • The exclusive right to accept or reject any such application under Affiliate Programme shall solely vest in favour of the Company which shall be non-challengeable on any ground whatsoever.

Roles and Responsibility of the Affiliate

  • An Affiliate is expected to use and promote the Products of the Company on principal to principal basis. This shall entitle an Affiliate to earn certain Incentives on the net sales value of Customer Transaction.
  • The Affiliate shall act as a goodwill ambassador of the Company and represents that they shall continue to have their alignment with Brand philosophy.
  • The Affiliate shall conduct their association in fair, transparent and legitimate manner.
  • The Affiliate shall abide the terms of this Affiliate Programme and adhere to the Policies of the Company.
  • The Affiliate shall be rewarded by the Company basis the Business Plan as may be published by the Company from time to time.

Business Plan

  • The provisions of Business Plan including activities related to sales promotions and marketing, methods and ways of sales up-liftment, single level Incentives, distribution of Incentives into cash rewards and points; cash reward accumulation for eligible bank payments, points system, conversion of cash rewards into points, point values, validity of Incentives, redemption of points etc. shall be as per the Business Plan prevailing at the time of enrolment as Affiliate in Affiliate Programme of the Company which may differs from time to time, subject to sole discretion of the Company.
  • Details of Affiliate Business Plan shall be made available on the Website of the Company. The Affiliates are expected to refer Website regularly for more details on Business Plan and Incentives.
  • The Company reserves its exclusive right to amend, modify, discontinue any of the existing programmes or may launch new programmes as it may deem necessary for its business.

Payment

  • An Affiliate can request a payment of cash rewards to their bank account when their balance reaches a minimum balance of INR 2500__. However, the Affiliate can convert their cash rewards into points anytime without any restriction.
  • In order to receive payment under this Affiliate Programme, you must have:
    (i) agreed to the terms of this Policy;
    (ii) completed all steps necessary to create your account in accordance with the applicable directions,
    (iii) have a valid bank account and updated the Dashboard
    (iv) completed any and all required tax documentation such as Permanent Account Number in order for Company to process any payments.
  • Cash rewards, once converted into point balance shall not be re-converted into cash rewards. Payment processing can take up to 30 days from the request date. Payments will be paid out via bank transfer subject to deduction of TDS, as may be applicable from time to time.
  • Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the above requirements remain outstanding for six (6) months or there is any future legal and regulatory restrictions on making such payments, then the Affiliate may lose its right to receive any Incentive arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). The Company may forfeit the accumulated Incentives and shall have no further obligation to pay to any Affiliate if the Affiliate fails to comply with the above provisions within the said period starting w.e.f. from the date of their association with the Company.Once the Affiliate comply with all of the aforesaid requirements then they will be eligible to receive Incentives on further Customer Transactions. This sub-clause 5.4 shall not be applicable for points.

Refunds of Customer Transactions

  • All the Customer Transactions under this Affiliate Programme shall be eligible for Company’s refund Policy as mentioned on its Website. If return of the Product is requested by the Customer, the Company shall provide replacement or refund, as the case may be, subject to its Return Policy.
  • In such event if a Customer requests a refund for a Customer Transaction for which the Affiliate has earned Incentives, any Incentives earned on the refund amount will be deducted / adjusted from the Affiliate’s Incentive pay-out as mentioned in Clause 5 above.

Non-Exclusivity

  • Presently, this Policy does not create any non-complete restrictions on Affiliateand the Affiliate may use products of third parties and to work with other parties without infringing the IPR of the Company.
  • The Company may execute separate agreement with eligible Affiliates as it may decide.

Affiliate Training and Support

  • The Company may providecomplimentary or non-complimentarytrainings and experiences and other resources as part of its Affiliate Program.

Proprietary Rights

  • No license on any IPR of the Company is granted by this Policy to the Affiliate. The Products are and shall remain be protected by intellectual property laws which shall belong to and are the property of the Company. The Affiliate shall not to copy, rent, use, distribute, or create derivative works based on the content / IPR of the Company whether in whole or in part, by any means, except as expressly authorized in writing by the Company. The Affiliate shall in no case infringe the IPR (e.g. trademarks, Artwork, design etc.) without explicit prior written permission from the Company.
  • The Affiliate may comment on the Products, provide suggestions for improving them, and vote on suggestions they like; in all such case, these comments and suggestions will be non-confidential and the Company shall own all rights to use and incorporate them into its Products, strategies and business plan, without any payment to the Affiliate.
  • The Affiliate shall retain the right to access and use the Affiliate portal / Dashboard of the Company.

Confidentiality

  • “Confidential Information” means all confidential information disclosed by the Company to the Affiliates, whether orally or in writing might include, but not be limited to:
    (1) any information pertaining to the business, operations, data, designs, current and / or further business plans, methods, ideas, markets, manufacturing processes, installation, specifications, materials, equipment, instructions, or any other documentation, whether contained in physical documents or files, or contained, stored, archived or recorded in any electronic format, computer discs or software or practices;
    (2) any other information related to its directors, officers, employees, personnel, customers, suppliers, affiliates, associates companies, and / or subsidiaries;
    (3) any research or development plans, inventions, processes, methods, products, formulae, ingredient, recipes, trade secrets, know- how, patent applications, all other intellectual properties, technical data, development tools and processes; and other proprietary rights; or
    (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;
    (5) information received (from a third party) which is in any way related to Companies
    (6) a copy (physical, electronic or otherwise) of any of the above information.
  • Confidential Information does not include any information that
    (i) is or becomes generally known to the public without breach of any obligation owed to the Company or
    (ii) was known to the Affiliate prior to its disclosure by the Company without breach of any obligation owed to the Company or
    (iii) disclosed by the Affiliate pursuant to the lawful requirement of a court or governmental agency or where required by operation of law. Provided that the Affiliate shall have promptly informed the Company about such requisition and allow the Company to seek injunctions, if required.
  • The Affiliate shall:
    (i) protect the confidentiality of the Confidential Information of the Company using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,
    (ii) not use any Confidential Information of the Company for any purpose outside the scope of this Affiliate Programme,
    (iii) not disclose Confidential Information of the Company to any third party.
  • The Parties agree that the First Party will suffer irreparable financial injury / loss if their Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Policy and that the First Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
  • The Second Party shall require to execute further Non-Disclosure Agreement with the Company at the time of joining or as may be required by the First Party.

Communication

  • The Company may send communications related to Affiliated Programme to the Affiliate on the contact number and E-mails address registered by the Affiliate with the Company. The Affiliate shall specifically have consented the Company to communicate with them and such consent will over-ride their existing registration under Do-not disturb registry.

Term and Termination

  • Unless provided otherwise, the entireprovisions of this Policy will apply for as long as the Affiliate participate in the Affiliate Program, until terminated. The Business Plan may have separate timelines, validity of the affiliation of the Affiliate and so on. In such case, provisions of Business Plan shall be treated as final.
  • Termination Without Cause: either party, the Company or the Affiliate may terminate their association by serving 30 days’ written notice to the other party.
  • Termination for Cause: The Company may terminate this the affiliation of Affiliate on immediate basis on following grounds with or without forfeiting the Incentives, as per its sole discretion:
    • material breachof the provisions of this Policy by the Affiliate or the Company identifies any fraud, cheating, malpractices or any other activities detrimental to the interest of the Company;
    • upon fifteen (15) days’ notice to the Affiliate of non-payment of any amount due to the Company if such amount remains unpaid at the expiration of such period,
    • if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,
    • if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
  • Without prejudice to clause 12.3 above, the above termination shall not affect obligations of the Affiliate to fulfil their obligation as may have arisen upto the date of such termination and the Company, if the amount is not forfeited under Clause 5.4 or Clause 12.3, shall pay the Incentives within thirty (30) days after the date of such termination.
  • Except as expressly set forth in this Clause, the Affiliate shall not be eligible to receive an Incentive after expiration or termination.
  • Upon termination or expiration, the access to Dashboard shall be blocked. The Affiliate shall promptly return all IPR and Confidential Data of the Company and immediately discontinue all use of IPR and references to this Affiliate Program. Upon termination, the Affiliate may continue to be the Customer of the Company.

Representations and Warranties

  • The Affiliate represents and warrants that:
    • they have all sufficient rights and permissions to participate in the Affiliate Program
    • their participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements;
    • they are more than 18 years of age and are legally competent to enter into contract with the Company;
    • they are not proclaimed offenders and they have not convicted under criminal proceedings in last 5 years prior to date of their application;
    • They have furnished true and correct information / documents with the Company;
    • They have read and understood the Policies of the Company and agree to be abide by the same.
    • they hold and shall hold during all the time, all licenses and approvals required under the applicable Law for them to carry on activities under the Affiliate Programme.
    • They will not directly or indirectly act to infringe the IPR or misuse the Confidential Information of the Company.

Indemnification

  • The Affiliate shall indemnify, defend and hold harmless, Company and its officers, directors, employees and agents (collectively “Company Indemnified Person”) to the fullest extent possible from and against any and all action, suit, claims, proceeding, costs, losses, fines, fees, penalties, interest obligations, deficiencies, expenses, damages, judgments, amounts paid in settlement and expenses (including without limitation attorney’s fees and disbursement) suffered by Company Indemnified Person, relating to or arising out of the Affiliate Programme and to the extent:
    • any inaccuracy or any misrepresentation or breach of any warranty by the Affiliate relating to or arising out of any act or omission or commission or conduct of the Affiliate.
    • failure to perform (whether in whole or part) any obligation required to be performed by the Affiliate.
    • claims and liabilities (collectively the “Claims”) on Company Indemnified Persons from Government Authorities or other third parties, that may arise due to breach of covenants and obligations by, and others acts and omissions of, the Affiliate.
    • Failure to obtain (or keep in full force and effect) any permits, approvals or licenses whichever / wherever applicable;
    • Infringement or impairment of intellectual Property Right of the Company;
    • Unauthorized use of Confidential Information of the Company.

Limitations of Liability

  • The Company make no representations or warranties about the suitability, reliability, availability, timeliness or accuracy of the products,its content, the Affiliate Program or Dashboard.To the extent permitted by law, the Products shall be provided "AS IS" without warranty or condition of any kind.
  • The Company disclaims all warranties and conditions of any kind with regard to the Products including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
  • To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
  • If, notwithstanding the other terms of this Policy, the Company is determined to have any liability to you or any third party, the maximum and aggregate liability of the Company will be limited to the total Incentives of such Affiliate earned for the related Customer Transactions in the preceding twelve-month period from the event giving rise to a claim.

Non-Solicitation

  • The Affiliate shall not to intentionally solicit for employment any of the employee or contractors during their affiliation and for a period of twenty-four (24) months following the termination or expiration of their affiliation.
  • The Company and the Affiliate acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of any person, employees of the Company or contractors.

Force Majeure

  • Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Miscellaneous

  • Assignment: Nothing in this Policy, express or implied, is intended to or shall confer upon any person or entity (other than the Affiliate) any right, benefit or remedy of any nature whatsoever under or by reason of the Affiliate Programme or this Policy.The Company may assign this Affiliate Programme or the business to any affiliate or third party as it may deem necessary.
  • Amendments: The Company may amend / improve the Business Plan and Affiliate Programme from time to time. The participation of Affiliate in the Affiliate Program is subject to the Business Plan prevailing from time to time.
  • Sales by the Company: This Policy shall in no way limit the right of the Company to sell the Products, directly or indirectly, to any current or prospective Customers in any manner whatsoever.
  • Relationship with the Affiliate: Unless there is any express relationship the Company may propose with the Affiliate by virtue of subsequent agreement, the Company and the Affiliate shall be independent entities, and nothing contained in this Policy shall be deemed or construed to create a partnership, joint venture, employment, franchise, agency or fiduciary relationship between the both of them.
  • Waiver: Any waiver of a default under this Policy must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Policy. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
  • Severability: The provisions of this Policy are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
  • Arbitration: All dispute or difference arising under this Affiliate Programme and related to the Policy, validity or interpretation of this Policy or as to their rights, duties or liabilities thereunder, failing amicable resolution through mutual negotiations, shall be referred to and settled by arbitration by a sole arbitrator appointed by the Company as per the provisions of Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment thereto (“Act”). The arbitration proceedings shall be held at Gurugram, India in accordance with the Act and the language of proceedings shall be English.
  • Applicable Law: The construction, interpretation and enforcement of this Policy shall be governed by the Indian Laws. The courts of Gurugram, Haryana shall have jurisdiction over any action arising out of this Policy and over the Parties, and the venue shall be the Gurugram, Haryana, India.
  • Disclaimer: This Policy shall constitute and understood as explicit contract between the Company and its Affiliates and shall be enforceable under the provisions of applicable Indian Laws. It describes how the Affiliate Programme will work and other important aspects of business relationship between an Affiliate and the Company. The Company may periodically update these this Policy or might also choose to replace provisions of this Policy in their entirety. The Affiliate is advised to regularly visit the Website for updates in this regards.
  • Survival: The following Clauses shall survive the expiration or termination of this affiliation of the Affiliate ‘Payment’, ‘Confidentiality’, ‘Termination, ‘Indemnification’, ‘Disclaimer; Limitation of Liability’, ‘Non-Solicitation’ and ‘Arbitration’ and ‘Applicable Law’.