MASTER SERVICE AGREEMENT
(IT & E-COMMERCE MARKETPLACE TOTAL MANAGEMENT SERVICES)

This Master Service Agreement (“Agreement”) is made and executed on this ___ day of __________, 20___ (“Effective Date”)

BY AND BETWEEN

Bruchi Club Apparel Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at A-28, SECTOR-61, NOIDA, UP-201301(hereinafter referred to as the “Company”, which expression shall unless repugnant to the context mean and include its successors and permitted assigns);

AND

[Vendor Name], having its principal place of business at __________________________ (hereinafter referred to as the “Vendor”, which expression shall include its successors, representatives and permitted assigns).

The Company and Vendor shall collectively be referred to as the “Parties”.

1. PURPOSE

The Company appoints the Vendor to provide comprehensive IT services and end-to-end E-Commerce Marketplace Total Management Services in accordance with the terms and conditions set forth herein.

2. NON-REFUNDABLE REGISTRATION & SECURITY FEE

• The said amount shall be strictly non-refundable under any circumstances.
• Non-refundability applies irrespective of termination, discontinuation, suspension, breach, non-performance, or voluntary withdrawal.
• The fee represents onboarding, risk coverage, compliance review, system integration, credential allocation, administrative processing, and operational setup costs.
• Payment of the said fee constitutes unconditional acceptance of this Agreement.

3. SCOPE OF SERVICES

3.1 IT SERVICES

• Website development, maintenance and technical support
• Shopify / custom platform management
• Server coordination and hosting management
• Payment gateway integration
• ERP & inventory software integration
• API integrations
• Performance optimization and troubleshooting
• Data security implementation
• Technical audit and reporting

3.2 E-COMMERCE MARKETPLACE MANAGEMENT

Vendor shall provide total operational management for marketplaces including but not limited to Amazon, Flipkart, Meesho, Myntra, Ajio and other agreed platforms.

• Product listing creation & optimization
• Keyword research & SEO implementation
• A+ content development
• Advertising campaign management
• Inventory monitoring & pricing management
• Order monitoring & reconciliation
• Return and RTO analysis
• Seller account health management
• Performance reporting & analytics
• Compliance and policy adherence management

4. PAYMENT TERMS

• Vendor shall raise monthly invoices for services rendered.
• Payment shall be made strictly within 60 (Sixty) days from the date of billing.
• The 60-day period shall commence from the invoice date.
• Payments shall be subject to verification of deliverables and KPI performance.
• The Company reserves the right to deduct penalties, losses, or damages.
• All statutory deductions including TDS shall apply.

5. PERFORMANCE & KPI EVALUATION

Vendor performance shall be measured on parameters including but not limited to:

• Revenue growth contribution
• Conversion rate improvement
• Reduction in return rates
• Ad campaign ROI
• Marketplace compliance score

Repeated failure shall constitute material breach.

6. CONFIDENTIALITY & DATA PROTECTION

• Vendor shall maintain strict confidentiality of all company data.
• No unauthorized sharing of credentials or access.
• Data protection compliance is mandatory.
• Confidentiality survives termination for five (5) years.

7. INTELLECTUAL PROPERTY

All content, creatives, listings, advertising materials, software configurations and digital assets developed under this Agreement shall be the sole and exclusive property of Bruchi Club Apparel Private Limited.

8. INDEMNITY

Vendor agrees to indemnify and hold harmless the Company against any claims, losses, penalties, marketplace suspensions, data breaches, intellectual property disputes, or financial losses arising from Vendor negligence or misconduct.

9. NON-COMPETE & NON-SOLICITATION

Vendor shall not compete using Company strategies, nor solicit Company clients or employees for a period of twelve (12) months post termination.

10. TERMINATION

• Company may terminate with 15 days written notice.
• Immediate termination in case of breach, fraud, misconduct, or data misuse.
• Upon termination, Vendor shall revoke access and handover all data.
• ₹50,000 Registration & Security Fee remains non-refundable.

11. LIMITATION OF LIABILITY

Company’s aggregate liability shall not exceed the service fees paid to Vendor in the preceding three (3) months.

12. DISPUTE RESOLUTION

• Disputes shall first be resolved through mutual consultation.
• Failing which, arbitration shall be conducted under the Arbitration and Conciliation Act, 1996.
• Seat of arbitration: Ghaziabad, Uttar Pradesh.
• Jurisdiction: Courts of Ghaziabad, Uttar Pradesh.

13. GOVERNING LAW

This Agreement shall be governed by the laws of India.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior communications.

For Bruchi Club Apparel Private Limited
Authorized Signatory
Name: _______________________
Designation: __________________
Date: _________________________

For Vendor
Authorized Signatory
Name: _______________________
Designation: __________________
Date: _________________________