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BIGBENTA STOREOWNERS SERVICE AGREEMENT
This AGREEMENT is entered into this 24 day of Apr, 2018 by, and between
BIGBENTA CORPORATION, having its principal place of business at 2/F Lipams Bldg, No. 48 Presidents Ave, BF Homes, Paranaque City, Metro Manila, hereinafter referred to as “BIGBENTA”
, having its principal place of business at ,
hereinafter referred to as the “STOREOWNER”
A. STOREOWNER is the producer, distributor and/or authorized seller of the particularly identified items hereinafter referred to as the “LISTED PRODUCTS”, indicated and included in the “PRODUCT LISTING” of the Storeowner, and made a part of hereof.
B. STOREOWNER desires to set-up an online store in the BigBenta Platform called “BigBenta Store” where its Products can be marketed and sold.
NOW THEREFORE, it is mutually agreed as follows:
1. THE PARTNERSHIP – BigBenta and the Storeowner shall at all times be independent contractors of each other. No employment or joint venture relationship shall be formed by this AGREEMENT and at no time may the Storeowner position itself as affiliated to BigBenta, except as a Storeowner of its products in BigBenta’s platform called BigBenta Store.
2. ECOMMERCE STORE PLATFORM – BigBenta will set up an evolutionary, SEO-friendly online store for the Storeowner where no custom coding or configuration is necessary with various e-commerce capabilities that are built into the platform.
3. BIGBENTA PAYMENT GATEWAYS – BigBenta will integrate the following payment gateways in the Storeowner’s website:
a. Over-the-counter (OTC) Payment; Cash on Delivery
b. Online Banking; ATM Banking
c. Over-the-counter Bank Deposit; and Credit cards
5. THE LISTED PRODUCTS
a. Listed Products – Storeowner shall agree in writing regarding the products and quantity allocation identified in the PRODUCT LISTING POLICY.
b. Inventory – The Storeowner shall fill promptly and guarantee inventory availability, with respect to the quantity as indicated in the LISTED PRODUCT. BigBenta will not maintain a physical inventory of the LISTED PRODUCTS unless covered by a separate and special agreement.
c. Quality – Storeowner warrants that all shipments of the LISTED PRODUCTS sold or shipped under this AGREEMENT shall be of excellent quality to the full extent of the value indicated on the Product.
d. Warranty – Once purchased, LISTED PRODUCTS are immediately covered by the Storeowner’s full warranty as indicated in the purchased product’s warranty document.
6. DELIVERY – Delivery of Goods. Storeowner is primarily required to use BigBenta Store’s partner courier(s).
a) The courier will allocate a maximum of 15 minutes when picking up the item. Item must be packed before 2pm. Pick-up time is from 2-5 pm daily, Monday to Saturday.
b) Items that do not fit in the standard pouches will be packed using "own packaging" of the owner. Storeowners must strictly adhere to this; otherwise, broken items will not be covered by insurance.
c) The Storeowner must indicate the exact address where the LISTED PRODUCTs are kept in storage and the business hours within which such pick-ups may be made.
Should the Storeowner use its own delivery facility, BigBenta and Storeowner will agree on the requirements and conditions of said delivery to ensure customer satisfaction.
7. CONCLUSION OF SALES
Sale is concluded when a Buyer electronically submits a properly completed order for one or more products in his/her shopping cart, and payment therefor is received into BigBenta Store’s account and shipping tracking numbers are encoded in the system.
8. REFUND AND EXCHANGE POLICY
a) BigBenta shall refer all transaction disputes to the Storeowner who shall resolve the issue immediately.
b) All sales are final; refunds are prohibited except in case of stock unavailability.
c) For necessary replacement of items, the Store Owner will process a replacement in exchange for the disputed item, within 5 calendar days from the time complaint was lodged.
d) All disputes should be in writing and emailed to the Store Owner or BigBenta.
e) Customer has 7 days (from the time the item was received) within which to exchange an item in dispute. Item must be: unused, in the same condition that it was received, still in its original packaging, and with corresponding receipt or proof of purchase.
f) Customer shall pay for shipping costs for exchanging an item. Shipping costs are non-refundable.
g) Should Storeowner refuse the exchange of products due to Customer, BigBenta will decide on the matter and implement the appropriate action.
9. PRICING, SHIPPING AND INSURANCE FEES
a) The Storeowner agrees to provide BigBenta the Product Cost and/or Suggested Retail Price (SRP) indicated in the PRODUCT LISTING.
b) Based on the Storeowner’s Suggested Retail Price, BigBenta will apply an automatic 20 to 25% price markup (that will appear on every Product Listing or items) for any Store under the Zero Plan subscription, while an automatic 10% price markup (that will appear on every Product Listing or items) for any other Store subscription under the Basic, Professional and Enterprise Plan subscription, to cover the payment gateway fees and BigBenta’s transaction fees.
c) Storeowner is responsible for issuing sales transaction documents such as Official Receipt or Sales Invoice; and for all applicable taxes.
d) The published price indicated in the product listing should include all applicable taxes imposed by law. For every transaction, BigBenta Store system will auto-compute the actual shipping charges depending on volumetric weight or actual weight of the product whichever is higher and the insurance fees depending on the product Suggested Retail Price.
e) In cases where Storeowner provides its own delivery of their products, BigBenta will provide appropriate delivery information for the attention of the Buyers.
a) Sales Invoice. Listed Products and Services sold through BigBenta Store are considered as sales of the Storeowner and not BigBenta. The Storeowner must issue the Official Receipt or Sales Invoice under the name of the buyer showing the total amount of the transaction.
b) Payment Schedule. The payment in Philippine Peso (PhP) shall be made by BigBenta in favor of the Storeowner for LISTED PRODUCT delivered to the buyer. Once BigBenta receives the Proof of Delivery from its partner courier(s), payment is to be deposited directly to the bank account declared by the Storeowner. The Storeowner shall be notified accordingly about the posting of payment or if there are issues arising from the payment process.
c) Payment Computation. BigBenta undertakes to disburse to the Storeowner the proceeds of the sale based on the agreed Product Cost, less any refund, if applicable, on a weekly basis. Disbursements by BigBenta Store shall be without prejudice to any claims or rights BigBenta Store may have against the Storeowner and shall not constitute any admission by BigBenta Store as to the performance by the Storeowner of its obligations under this Agreement.
d) Should Storeowner provide Cash-on-delivery (COD) payment and subsequently collects the payment directly from the customer/buyer through the Storeowner’s own delivery facility, the Storeowner is required to remit to BigBenta the collection representing the agreed price mark-up within two (2) calendar days from receiving the COD payment from the customer/buyer.
e) Should Storeowner refuse to remit the price mark-up compensation due to BigBenta after the lapse of the deadline as prescribed in the demand letter/email, BigBenta shall suspend the Online Store operation of the Storeowner until complete payment is made to BigBenta.
11. INFORMATION OWNERSHIP
All information received from BigBenta Store shall be owned by BigBenta. BigBenta shall allow the Storeowner to have access to some information pertaining to its BigBenta Store.
a) The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes or financial information.
b) In the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue for three (3) years from termination of this Agreement.
13. WARRANTIES The Storeowner warrants that:
a) It has good title to and is the sole beneficial owner of the LISTED PRODUCTS under this Agreement and has secured the necessary permits and licenses for the distribution of the LISTED PRODUCTS.
b) The LISTED PRODUCTS do not infringe any third party rights, are free from defects and meet all applicable Philippine standards
c) The LISTED PRODUCTS warranties terms that are clearly specified in the product description in the BigBenta Store.
14. DISPUTE RESOLUTION – If products delivered do not meet the warranty requirements set forth in this Agreement, BigBenta may at its option,
a) Require Storeowner to correct any defective or nonconforming products by, at BigBenta’s option, either repair or replacement; or
b) Return such defective or nonconforming products to Storeowner and recover from Storeowner the Contract Price thereof
c) The Storeowner agrees to maintain responsibility over product disputes that may be raised by the buyer(s) after delivery of the ordered and paid item(s)
d) Any disputes between BigBenta and Storeowner in relation to sale of Listed Goods must be made in writing and received within thirty (30) calendar days from the Buyer’s receipt of the items
e) Any dispute left unresolved between BigBenta and Storeowner within 30 calendar days must be referred to Arbitration.
15. ARBITRATION – Arbitration shall not exceed thirty (30) calendar days from submission. In case of non-resolution within the given period, parties may opt to file the corresponding action in court.
16. RISK OF LOSS AND INSURANCE – The risk of accidental loss or destruction of the Listed Product while in the possession of BigBenta or Courier provider shall be borne by BigBenta or Courier provider if damage is directly caused sby BigBenta or Courier provider, otherwise, it shall be borne by the Storeowner.
17. SYSTEM AD SOURCE CODE OWNERSHIP – BigBenta retains ownership and all copyrights of the source code used in all components of BigBenta Store ecommerce platform, as well as ownership of all the hardware and software involved in the system.
18. HOSTING, MAINTENANCE AND CHARGES – The applicable annual subscription and maintenance shall commence upon the Storeowner’s Store account activation date. At the end of one year from the commencement, BigBenta shall bill Storeowner for the succeeding year’s subscription and maintenance fee. Any increase in charges by BigBenta shall be with prior notice to the Storeowner.
19. TERMS OF TRADE - Payment of fees must be received as stated in the Proposal. If BigBenta’s account is not met within its standard terms of trade, it reserves the right to adjust or include the costs of collection of any unpaid portion of the account, as well as the right to charge 3% monthly interest on the remaining amounts.
20. COMPLIANCE WITH LAWS – All the provisions of this agreement are made subject to all applicable Philippine laws.
21. PERIOD OF VALIDITY – This agreement is valid for a period of one (1) year commencing from the date of activation of the Storeowner’s online store account.
22. AUTOMATIC RENEWAL – At the expiration of the Initial term, this agreement is automatically renewed for successive 1 year periods unless a party provides notice of termination at least 60 days prior to the expiration of the current term.
23. TERMINATION --Either party can terminate this contract without cause with 60 days advance written notice. Penalties in the form of, but not limited to fines from payment gateways as a result of violating BigBenta’s terms and conditions shall be charged to the Storeowner during or after this agreement has been terminated. Pre-termination of the agreement, of any kind, shall result in the forfeiture of the unexpired portion of the account subscription fees up to the date of termination in favor of BigBenta.
24. NOTICES – All official or legal correspondences should be delivered to BigBenta’s official business address: 3/F, Good Shepherd Building, Monserrat corner Avelino Street, B.F. Homes, Paranaque City, Metro Manila.
25. INDEMNIFICATION – Storeowner shall indemnify and hold BigBenta free from any claims, liabilities, costs arising from services provided by BigBenta under this agreement.
26. LIMITED LIABILITY
a) BigBenta maximum liability for service rendered under this agreement shall be limited to the total fees paid to BigBenta for the work provided, notwithstanding the basis upon which the action is taken against the Storeowner.
b) BigBenta shall not be liable for consequential, special, incidental or exemplary loss, damage or expense including without limitation, loss of profits or opportunities, notwithstanding if BigBenta has been advised of their existence. BigBenta shall not be liable for any loss or damages of any kind whatsoever caused by obsolescence, delays, Acts of God, acts of war, civil insurrection or riot, strikes, violence, trespassing of premises by third parties, lockouts or other labor troubles, fire action of the elements, transportation delays, delays in receipt of equipment and/or materials or any other causes beyond the reasonable control of BigBenta.
27. CHANGES TO AGREEMENT – Any changes to this agreement must be in writing and signed by both parties, and shall be in accordance with the laws of the Republic of the Philippines.
28. SOLE AGREEMENT – This Agreement shall constitute the entire agreement between BigBenta and the Storeowner regarding this product and services.
29. VENUE – All actions arising from the implementation and enforcement of this agreement shall be exclusively filed in the proper courts of Paranaque City, all other venues being expressly waived.
30. SEVERABILITY – This agreement constitutes the entire agreement between the parties and supersedes all prior communications or agreements, written or oral, and is intended to be a complete and exclusive statement of the terms and conditions between the parties.
31. MISCELLANEOUS – The Storeowner warrants that it will not sell any illegal item or sell anything for any illegal purpose, or in any other manner that could damage the name or reputation of BigBenta. In the event that the Storeowner violates this provision, the Storeowner shall immediately pay BigBenta in the amount not lower than Five Hundred Thousand Philippine Pesos (PhP 500,000.00) by way of liquidated damages. Payment shall be made within five (5) calendar days after receipt of a written demand thereof made by or on behalf of BigBenta.