This Gloffiliate Agreement (hereinafter “Agreement”) shall be deemed to be made and entered into the moment the Gloffiliate clicks on “I Agree” on the website, by and between:
TYG Cosmos LLP (hereinafter referred to as “TYG” or “Us”), a business incorporated under the provisions of the Limited Liability Partnership Act, 2008, with its registered office at K-1/129, Lower Ground Floor, CR Park, New Delhi – 110019, and such expressions shall, unless repugnant to the subject or context thereof, include its assigns, representatives, successors and transferees. ‘COSREI’ and 'THERE YOU GLOWW' are brands owned and operated by TYG;
Gloffiliate (hereinafter referred to as “Gloffiliate” or “You”), shall mean any natural and legal person above the age of 18 years, or accompanied and/or supervised by a legal guardian with the capacity to agree to sign up to become a Gloffiliate, or an affiliate, and is the rightful owner of makeup and/or beauty products and has agreed to sell them through the Platform (defined hereinbelow);
A. TYG is engaged in the business of providing an e-commerce platform for the sale of pre-owned cosmetics, as well as the design, marketing, and sale of products under the name 'Cosmos' in the territory of India.
B. Gloffiliate is the rightful owner of the beauty products and has shown interest in selling preowned beauty product(s) through TYG’s website located at the following URL: www.cosrei.com (“Platform”).
C. TYG has agreed for the Gloffiliate to sell such products, solely based on the terms and conditions laid out hereunder.
TYG and Gloffiliate shall hereinafter collectively be referred to as the “Parties” and individually or severally as “Party”.
The Parties, intending to be legally bound, do hereby agree as follows:1. APPLICABILITY
The Platform allows Gloffiliates to sell their pre-owned beauty products through the Platform, and such transactions shall be governed solely by the terms and conditions contained in this Agreement, unless otherwise mutually agreed. Any oral understandings are strictly excluded. No additional terms contained in any transaction shall apply unless agreed to in writing and signed by an authorized representative of TYG. Additionally, TYG is only a facilitator and has no stake or interest in the products listed by Gloffiliates, for direct consumption.
2. BUYER-SELLER RELATIONSHIP/ MODEL
- The Gloffiliate shall fill out the “Seller Form”, which includes the Gloffiliate’s personal details and the specifications of the product that the Gloffiliate wishes to sell through the Platform.
- Based on the Seller Form, TYG will send a tentative listing price and proposed offer price to the Gloffiliate, which the Gloffiliate may accept or reject. This proposed offer price shall be made for exclusive marketing rights of the product, which is subject to change in case of any revision to the listing price.
- Once accepted, the Gloffiliate must send the product to TYG’s warehouse. This can be done by either requesting TYG to arrange for a pick-up, or the Gloffiliate shipping the product directly to TYG’s warehouse, adhering to TYG’s packaging instructions in both cases.
- Once the product arrives at TYG’s warehouse, TYG will inspect the product to compare it with the specifications and details mentioned in the Seller Form. TYG reserves the right to reject any items offered for sale by the Gloffiliate if any major discrepancies are found between the product and the details mentioned in the Seller Form. TYG shall either accept or reject the product within a period of fifteen (15) working days and notify the Gloffiliate of the same.
- If the product meets the conditions for sale, the product shall be listed for sale on the website on the tentative listing price emailed to the Gloffiliate. In case of discrepancies, a revised listing price shall be emailed to the Gloffiliate.
- Once the Gloffiliate accepts the revised listing price, TYG will market the specified product through its Platform. When an order is raised against the specified product, TYG shall sanitize, sterilize and deliver the product to the customer.
- The fee of TYG for facilitating this transaction of sale shall be the difference between the price against which the order is raised by a buyer on the Platform, and the amount paid to the Gloffiliate to obtain exclusive marketing rights of the product.
(a) Provide true/accurate information to TYG at all times;
(b) Sell only authentic cosmetic and/or skincare products through TYG;
(c) Attach genuine receipts and batch codes of the product(s), which, the Gloffiliate intends to sell;
(d) Act fairly and not misuse TYG’s Platform, features or services;
(e) Not operate more than one (1) Gloffiliate account on our platform;
(f) Not allowing other people to act on your behalf in a way that violates our policies or this Agreement or any applicable laws of the territory.
(g) Not attempt to circumvent TYG’s sales processViolation the above-mentioned code of conduct or any other of TYG’s policies or applicable law, may result in actions against the Gloffiliate’s account, including but not limited to cancellations, suspension, or forfeiture of payments, and removal of selling privileges.
- The Gloffiliate hereby agrees to sell only authentic, non-expired, pre-owned premium skincare and makeup products, fragrances, and makeup tools, which are unused or lightly used through TYG, and is bound to update TYG in case of any subsequent changes. The Gloffiliate agrees that the following conditions have been fulfilled, and TYG reserves the right to reject the product of the Gloffiliate should TYG find that such conditions have not been fulfilled:
- the products are authentic;
- the products are in a condition to sell;
- the product(s) must be non-expired;
- the product(s) have at least fifty percent (50%) of the original product remaining;
- the exterior container should not be damaged and still have legible product information, and the product(s) must also have fully functional hinges/closures, with no major scratches, cracks or dents;
- the product(s) must be accompanied by legible product information.
- The Gloffiliate agree and acknowledge that TYG will not accept any item(s) with reusable applicators including but not limited to lip gloss, liquid lipstick, kajal, eyeliners, mascaras, or products sold in wide mouthed containers. You further, agree and acknowledge that nail product, or any product specifically distributed as a sample, will not be accepted. In case the Gloffiliate intends to sell any of the categories of products specified, which are not accepted by TYG, or does not fulfill TYG’s selling conditions, or is spurious, misbranded, adulterated or is of sub-standard quality; TYG reserves the right to reject such product either at the tentative listing price stage, or once the product reaches TYG’s warehouse. The Gloffiliate shall abide by the process and procedure of selling, pricing conditions and credits given in ‘Gloffiliate’s Guidelines’, as mentioned on the Platform; Any failure to comply with the terms may lead to consequences such as termination of this Agreement with the Gloffiliate.
- The Gloffiliate understands that the product(s) which the Gloffiliate intends to sell must be accompanied with a legible receipt or must at least have the batch code printed on them. Without providing such details, the products shall not be displayed by TYG, for sale on The Platform.
- In case the product(s) are found to be not authentic, spurious, misbranded, adulterated or not of standard quality, TYG reserves the right to terminate this Agreement with the Gloffiliate, and the Gloffiliate agrees to fully indemnify TYG, its affiliates, employees, and representatives, against any claims, actions, losses, damages, caused to TYG on account of the Gloffiliate’s misrepresentation, and/or willful negligence.
- The Gloffiliate understands and accepts that it is the Gloffiliate’s responsibility to package the product safely ensuring there is no extra room for movement of the product, which may lead to damage, during shipment. The Gloffiliate shall be completely responsible for the safety of the product, and if the product incurs any damage during shipping, TYG reserves the right to reject the product(s).
- The Gloffiliate shall ensure that the item(s) are bubble wrapped individually, and the Gloffiliate shall not insert bubble wrap inside palettes as to cause indentations on the product or damage the hinges, thus lowering its value or damaging the product in any manner. The Gloffiliate also agrees to use minimal low-stick tape when wrapping the product(s). The Gloffiliate further understands and accepts that in case there is damage to the product during shipping, or the package is lost during shipping, TYG shall not be liable in any manner to the Gloffiliate.
- Notwithstanding anything stated hereunder, in case the Gloffiliate does not follow TYG’s selling conditions, or the product is damaged during shipping, or the information provided by the Gloffiliate is found to be not authentic; TYG reserves the right to reject the Gloffiliate’s product, at any point during the transaction.
- If the product is rejected by TYG, then the Gloffiliate agrees that the Gloffiliate shall be solely liable in ensuring the return shipment of the product at the Gloffiliate’s sole expense, i.e., shipping and handling charges. If the Gloffiliate does not wish the return of such rejected product, in such a case, TYG reserves the right to dispose it off as per its internal guidelines and applicable law.
- The Gloffiliate hereby irrevocably and unconditionally agrees to indemnify and hold TYG and its employees, and representatives, harmless from and against any and all liabilities, losses, damages, costs, claims, actions, proceedings, judgements, settlements, expenses, or the like which may be suffered or incurred directly, but not consequentially, by TYG, from (a) any misrepresentation or breach of any obligation, representation or warranty made by the Gloffiliate in this Agreement; (b) non-fulfilment of or failure to perform any covenant or obligation or undertaking contained in this Agreement; (c) any breach of intellectual property rights or claims of any third party against the sale of the product; (d) any injury or medical claims arising out of the usage of the products; or (d) any other intentional or grossly negligent act or omission on the part of the Gloffiliate, except in each case to the extent caused by TYG’s negligence or misconduct or breach of this Agreement.
- This clause 7 shall survive the expiry or termination of this Agreement.
The Gloffiliate may shop the product directly to the warehouse of TYG, or may request for a pick-up of the same from a specified address, whereafter, TYG shall arrange for the pick-up of the product.9. INSPECTION
TYG has the right to inspect and reject the products upon receipt from the Gloffiliate. The Gloffiliate must ensure that the products delivered are in conformity with the standards and provisions laid down in the Drugs and Cosmetics Act, 1940, Consumer Protection Act, 2019 and the Sale of Goods Act, 1930 respectively, as well as the specifications mentioned in the Seller Information Form. The Gloffiliate agrees to adhere to all the applicable laws while performing their obligations under this Agreement.
10. PRICES AND PAYMENTS
- All payments, pricing and transactions as contemplated hereunder this Agreement, shall be made in Indian Rupees (INR).
- The Gloffiliate agrees and acknowledges that the tentative listing price and the final listing price proposed by TYG are solely for TYG to obtain exclusive marketing rights of the product and its listing on the Platform, and are not indicative of the price at which the product may be sold on the Platform.
- The marketing fee of any product is subject to the selling price of the product. If there is a change in the listing price, subject to consent of the Gloffiliate, the marketing fee shall also be revised accordingly. As such, the marketing fee corresponding to the final selling price shall be deemed the final marketing fee and the Gloffiliate shall be reimbursed accordingly.
- The service fee of TYG shall be the difference between the price at which the order is raised against such product on the website and the marketing fee paid to the Gloffiliate. This service fee may include but is not limited to marketing, advertising, promoting, sanitizing, sterilizing, packaging, delivery, and other such ancillary costs incurred to finally sell the product of the Gloffiliate.
- The payment for the product shall be made within five (5) working days from delivery of the product to the customer.
All amounts that TYG owes the Gloffiliate shall be due and payable as per the terms of the transaction. TYG shall however, have the right to set off such amounts or any portion thereof, whether or not liquidated, against sums which are due it, from Gloffiliates, its parents, affiliates, subsidiaries or other divisions or units.12. EXCUSABLE DELAY
The Gloffiliate may be excused from delays in the delivery and shipment under the contractual obligations if such delays are beyond the reasonable control of the Gloffiliate or not caused by the Gloffiliate’s own negligence, including but not limited to government embargoes, blockades, seizure or freeze of assets, or any other acts of the government, fires, floods, severe weather conditions, or any other acts of God, quarantines, labor strikes or lockouts, riots, strife, insurrection, civil disobedience, war, material shortages, and/or pandemics. If the excusable delay circumstances extend for more than one (1) month, either Party may, at its option, terminate this Agreement without penalty or liability and without being deemed in default or in breach thereof; and the termination date shall be the date on which the Parties agree to the same in writing.13. CANCELLATION
TYG reserves the right to cancel the offer with the Gloffiliate in case of any default by the Gloffiliate on the contractual obligations or if there is suspension of the Gloffiliate’s operations, or if any legal proceedings or petition has been filed against the Gloffiliate.14. GOVERNING LAW AND DISPUTE RESOLUTION
- This Agreement and all questions of its interpretation shall be construed in accordance with the laws of India.
- Except as otherwise specifically provided in this Agreement, the following provisions apply if any dispute or difference arises among the Parties, or out of, in connection with or relating to this Agreement (“Dispute”). A Dispute will be deemed to arise when one Party serves on the other Party a notice stating the nature of the Dispute (“Notice of Dispute”). The Parties agree to use all reasonable efforts to resolve among themselves, any Disputes arising out of or relating to this Agreement through negotiations. Any Disputes, which cannot be settled by the Parties through negotiations, after a period of thirty (30) days from the service of such Notice of Dispute shall be referred to and finally resolved by arbitration in accordance with and under the Indian Arbitration & Conciliation Act, 1996 as amended from time to time. The arbitral tribunal shall consist of a sole arbitrator appointed through the mutual consent of the Parties in writing. The Parties agree that any arbitration proceedings shall be instituted and conducted in New Delhi, India. The language of the arbitration shall be English. The decision and award from such arbitration shall be final and binding on both Parties.
Neither Party shall assign in whole or any part of the Agreement without the prior written consent of the other Party. If such consent is not obtained, then the non-consenting Party is not to be held liable for any actions taking place under such an order.16. SEVERABILITY
If any provision of this Agreement is deemed to be illegal or unenforceable, then the rest of the provisions will still continue to operate to full effect and merely that provision shall be struck down.17. WAIVER
Failure by TYG or the Gloffiliate to assert any particular right upon a breach relating to this Agreement shall not be deemed a waiver of such right(s) either with respect to such breach or subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No waiver of any right shall extend to or affect any other right which TYG or the Gloffiliate may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach.18. ENTIRE AGREEMENT
Both the Parties are independent of each other and nothing contained herein shall be construed to create a joint venture, partnership or similar relationship. Neither Party is authorized to, nor shall it, incur any liability whatsoever for which the other Party may become directly, indirectly or contingently liable.20. NOTICES
Any notice or communication that a Party shall or may give under this Agreement or concerning it shall be in writing. The Gloffiliate may send any and all notices to TYG at firstname.lastname@example.org, and TYG shall send any and all notices to the Gloffiliate at their registered email address.