Drafting of a Portal Usage and Supplier Agreement

These two are a part of an e-commerce vendor which consists of an agreement between the supplier and the company having the portal, in which the suppliers of the goods transacts with the third party through an online website or portal. A vendor agreement for e-commerce is a type of agreement between an e-vendor and an online shop store owned for buying and selling goods on a daily routine. An e-vendor gives the software and services to several online store owners to manage their websites. It becomes a part of the vendor’s agreement.

Business Nov 25, 2020 0 Add to Reading List

Drafting of a Portal Usage and Supplier Agreement

What is Portal Usage and Supplier Agreement?

These two are a part of an e-commerce vendor which consists of an agreement between the supplier and the company having the portal, in which the suppliers of the goods transacts with the third party through an online website or portal.

A vendor agreement for e-commerce is a type of agreement between an e-vendor and an online shop store owned for buying and selling goods on a daily routine. An e-vendor gives the software and services to several online store owners to manage their websites. It becomes a part of the vendor’s agreement. The vendor agreement contains some specific conditions according to which the work that is undertaken is done by the vendor. The agreement is used for many things such as office supplies, consultants, technology, services, etc under which e-commerce vendor agreements are a part.

Main Clauses of the Vendor Agreement

Other than the general clauses of any contract like name of the agreement and parties, recitals, definitions, etc. The clauses which should be added to an online portal usage and supplier agreement are-:

Competencies to Contract-: The clause says that the parties need to prove that they are competent and eligible to enter and perform their specific duties in the contract.
Transacting on the Portal -: This clause states the certain terms and conditions related to the transactions that are going to be between the supplier and the third party where the firm will have no business with it.
No Warranty-: This clause says that the supplier will transact with the third parties at his own risk and no warranty will be given to him by the company.
Information Posted on the Portal-: This basically means the types of information which will be posted on the portal.
Protection of Data provided by Supplier-: This clause specifies that the company is free from giving any personal data protection to the supplier and shall not incur any liability for its security.
Compliance with Laws-: This clause shall say that the supplier must comply with the laws and regulations related to the web store owned and managed by the company.
System Integrity-: According to this clause the supplier must not tamper with the system functionality of the online portal.
License-: This clause says that the company has given the license to the supplier to make use of the online portal for purchasing and selling its products.
Relationship-: This state about the relationship between the company owning the online portal and the supplier.
Termination-: This states the conditions for termination of the contract between the parties.
Settlement of Disputes-: This clause will mention the mode of settlement of disputes that is by either mediation or arbitration
Service of Notice-: This clause shall specify the manner and how any information or notices under this agreement shall be dealt with.
Governing Laws and Jurisdiction-: This clause shall specify the jurisdiction or location where the online portal shall be accessible and the governing law of the area covering the agreement signed between the supplier and the company owning the online portal.
Indemnification-: This speaks about the indemnity clause and the conditions under which the supplier will be liable to indemnify the firm.
Limitation of Liability-: This tells about the liability of the company if any owning to the web portal.
Miscellaneous Provisions-: This provision can be any miscellaneous provision or applicable clause that needs to be put in such as Terms and Conditions.

And which can be stated as follows-

The terms and conditions of this agreement make an understanding between the parties with respect to the supplier’s use of the ‘Web Store’.
A party’s failure to enforce performance of any section of the terms and conditions shall not be treated as a waiver of any provision or right.
Neither the course of conduct between the supplier and the company nor trade practices shall act to alter any section of the terms and conditions.
If any provision of the terms and conditions to made to be invalid such thing will not affect any other provision of the terms and condition which shall remain in full force and effect. And if any provision stated in the terms and conditions shall for any reason be held to be broad as to activity then it will be taken by limiting and reducing, so as to be enforceable to the extent compatible with the applied law.
These terms and conditions cannot or be assigned to anybody or transferred to third parties by the supplier without prior permission from the company. The supplier shall not be taken as a third party beneficiary of any agreement between the company and any supplier to the company.

Conclusion

With an era of digitization and modernization, the market has converted to an easier, sophisticated purchasing and selling way through online web stores or portals. Online portal usage and supplier agreement makes it easy and gives a wider and easy option for the suppliers and vendors for selling their goods. These agreements should be dealt with carefully with proper due diligence from both sides as disagreements are common especially when related to licensing and data security. If the drafting part is well written then it could be a good binding contract between both the parties for many years as the scope of profits will increase in the coming years in the business.

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