Manufacturing Platform for Apparel Industry | Fast & Sustainable

Annexure I | URL (Seller Terms & Conditions)

PARTIES’ REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party hereby represents and warrants that:

it has the power, competence and authority to enter into the Agreement and this Annexure URL and to carry-on its relevant business and operations as is being or is proposed to be conducted.
Neither the execution and delivery of this Agreement and this Annexure URL nor the fulfillment of or compliance with the terms and conditions thereof conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction or any covenant or Annexure URL or document or writing or instrument to which it is a party, or by which either Party or any of the property of either Party is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of its constitutional documents.
It is compliant in all material respects with all laws and regulations affecting their relevant business and operations.

The Seller hereby represents and warrants that:

it has duly maintained in effect all the licenses, permits and authorizations required by the Seller for carrying on its relevant business or industry have been obtained and are in full force and effect, as per Applicable Laws. Further, the Seller is compliant in all respects with all laws and regulations affecting their relevant business and operations.
No litigation, arbitration, administrative or other proceedings by government, governmental authority, official or entity are pending or threatened against it which will have a material effect on this Annexure URL.
it has sufficient personnel, machinery, equipment, expertise, skill and other accessories, including sufficient title to its factory premises, machinery, etc., necessary to perform the transactions and obligations contained in this Agreement.
it is in compliance with all the Applicable Laws with respect to the transactions and obligations contained in this Agreement including but not limited to Anti-Bribery Laws, Applicable Data Protection Laws, anti-money laundering (including know your customer and customer due-diligence) and sanctions (economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). The Seller shall not engage in a transaction pursuant to this Agreement that will cause the Company to violate such laws and regulations.
The Seller shall ensure that no products are sourced or used in the manufacturing or in the provision of services which originate wholly or in part, from any of the prohibited countries stated in the ‘OFAC Regulations and Other Applicable Sanctions Regulations’.
If and to the extent that you collect, access, use, store, record, or otherwise process (collectively “Process”) any personally identified or identifiable information such as name, age, gender, email address, physical address, phone number, in any form that can be linked to a specific individual (“Personal Information”) received by the Seller from or on behalf of the Company (or any Fashinza Entity) employees, contractors, users, partners, or other third parties or otherwise obtained in connection with performing your obligations under this Agreement (“Company’s Personal Information"), the Seller agrees to:

comply with applicable data protection laws, rules and regulations governing the collection, use,
protection, breach notification, retention, disclosure of Personal Information including but not limited to Information Technology Act, 2000 and the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011 (“Applicable Data Protection Law”), including any requirements applicable to storage or cross border transfer of Personal Information outside India;
keep and maintain all Company’s Personal Information in strict confidence and the obligation to protect Personal Information shall survive in perpetuity; and
process Company’s Personal Information solely to fulfil the Seller’s obligations under this Agreement and not sell, rent, trade, lease, use for its own advertisement or marketing purposes, or otherwise make an unauthorized disclosure of the Company’s Personal Information to any third party.

there is no claim, litigation, arbitration, administrative or other proceedings by government, governmental authority, official or entity are pending or threatened against the Seller which will have a material effect on the Seller fulfilling its obligations under this Agreement, including performance of Seller’s obligations, transactions hereunder; and/or
it has and shall have clear title to the Products which shall be supplied by it hereunder to the Company/Buyer. All the licenses, permits and authorizations required for carrying on its business or industry have been obtained and are in full force and effect.

The Company’s obligations under this Annexure URL shall only arise upon receipt of a Purchase Order from the Buyer and the subsequent acceptance or confirmation of the same by Seller.
The Seller represents that the Products shall have a clear and marketable title and such title shall pass onto the Buyer in the manner prescribed under this Annexure URL.
Neither Party shall at no point represent or hold itself out as an agent or representative or an affiliate of the other Party.
The Seller shall mandatorily deliver the Products as per the Purchase Order within the time provided thereunder. The Seller agrees to indemnify the Company in case of any damages or loss incurred by the Company due to delay in the delivery of the Products or damage to the Products while in transit.
Notwithstanding anything to the contrary contained herein, after the title of the Products have been transferred from the Seller to the Company/Buyer, if any shortages in quantity or quality defects beyond the accepted levels specified in the purchase order are observed, the Company/Buyer may reject the part or whole of the goods. The cost of such rejection will be borne by the Seller. Where the Company/Buyer determines that such quality defects can be corrected, the cost of correction shall be borne by the Seller.
The Products delivered by the Seller to the Buyer shall (a) exactly conform to the specifications as set out in each such Purchase Order (if any); (b) shall comply with all the applicable laws including that of the territory of the Seller, the place from where Seller dispatches the Products; (c) not infringe any third party’s Intellectual Property Rights whether in India or anywhere in the world; and (d) not violate any international trade, import and export related laws. For the purpose of this Annexure URL, “Intellectual Property Rights” shall mean copyright, patents, know-how, database rights, and rights in trademarks and designs (whether registered or unregistered), prototypes, drawings, trade secrets, processes, methods, know how, formula, applications for registration, and the right to apply for registration for any of the same and all other intellectual property rights and equivalent forms of protection existing anywhere in the world.
The Seller acknowledges that the Fashinza Portal contains valuable proprietary information of the Company, and agrees that it will not, at any time during the Term or thereafter, reverse engineer or decrypt, extract or disassemble the software or reduce or attempt to reduce any software to source code form or permit any third party to do any of the foregoing. The Seller undertakes not to share the APIs of the system with any of the third-party vendors. The Seller further agrees and undertakes that it shall not replace the software component of the Fashinza Portal with any third party software or carry out any activity that compromises the software component of the Fashinza Portal.
The Seller shall provide necessary access to the Company to inspect the warehouse, manufacturing facilities or other facilities and offices of the Seller to ensure that Seller is able to comply with its sales obligations as set out under this Annexure URL. The Seller acknowledges and agrees that these ingress, regress and inspection rights of the Company are to ensure the goodwill of the Brand Name and to provide good user experience to the Buyer and undertakes to cooperate with such deployed personnel.
The Seller undertakes to keep the Company copied in all communications exchanged between the Seller and the Buyer including but not limited to exchange of Purchase Order and ancillary instructions related with the Purchase Order, issuance of invoice, any and all communication related to payment.
In addition to the above, the Seller shall also ensure that the Company is regularly updated on the status of every Purchase Order connected to the Company and shall provide a reasonable prior intimation in case of occurrence of events such as any delay in delivery of Products within the prescribed timelines, issues in respect of quality of Products, any dispute with the Buyer or any other event that the Company should be made aware.
Seller shall ensure that it employs sufficient staff to meet and fulfil the requirements of the Purchase Order. Seller shall further ensure that its staff shall participate in the relevant training programs as organized or approved by the Company from time to time.
Seller shall not print, emboss or otherwise display any brand name, trade name, and trademark, service mark on the Product and on the packing material other than those prescribed under the Purchase Order. Further, the Seller shall not use the trademark, brand names, or other proprietary property of the buyers (including the Buyer) or the Company except solely for the purposes that they are intended to use under this Annexure URL.
For the avoidance of doubt, the inclusion of the Brand Name on any Product, packaging or invoice of Seller shall not create any relationship of agency, representative, partnership, joint-venture or otherwise between the Seller and Company or the Seller and any Buyer and the relationship shall always remain as that of an independent contractor. Seller acknowledges and agrees that it shall provide in the invoice all the necessary details of the taxes, duties and other statutory levies applicable on the sale and delivery of the Product(s) to the Buyer or the Buyer’s brand (as the case may be) and it shall be the duty and obligation of the Seller to correctly and timely pay or deposit such taxes etc. to the appropriate government and shall indemnify, defend and hold harmless the Company, its affiliates and their respective customers, shareholders, directors, officers, employees, contractors and agents in the event the Seller defaults in making the payment of such taxes etc.
The Parties agree that the Company is merely facilitating the transaction between Seller and Buyer as an intermediary and, in certain cases, as a conduit by making available the Fashinza Portal to Seller and Buyer and that all risks in connection with any activity starting from the stage of manufacturing till the acceptance of delivery of the Products shall solely be that of the Seller and not of the Company. Furthermore, all disputes regarding quality, non-delivery, delay in delivery or otherwise shall be of the Seller and the Company shall not be responsible for bearing any cost arising out of that dispute. Further, the Seller shall fully indemnify the Company in case of any cost arising pursuant to a dispute against the Company directly or indirectly relating to the Products.
The specifications and requirements pertaining to the Products shall be clearly set out in the Purchase Order issued in respect of such Products. Any additional specifications made shall not be valid and binding on Company unless it explicitly accepts such additional specification.
The Seller agrees that in case of any deficiency in the quality and/or quantity of the Products or any other deficiency in the Products from the specifications provided for in the Purchase Order, the Company, to the extent that it is satisfied and is clear that there are deficiencies in the Products, shall issue a debit note against the Seller to the extent of Products that do not conform to the quality check and the same shall be adjusted from the amounts payable including incidental taxes and duties.
Notwithstanding anything contained in this Annexure and/or the Agreement, the Company shall not be liable in case of any loss or damages incurred by the Seller where such loss or damage is directly or indirectly attributable to the personnel employed by the Seller, including but not limited to non-compliance of any applicable labour laws.

PRODUCTS

Excess raw material

Subject to the Agreement, any raw materials in respect of which Payments made to procure raw materials have been availed by the Seller are not fully used to manufacture the Products such that there is some remaining raw materials after production has been completed then such remaining raw materials would be subject to any of the following: (a) the Company may, at its sole discretion: (i) permit the Seller to keep such remaining raw material and use it in the next Purchase Order or (ii) obtain such remaining raw materials from the Seller and provide the same to the other sellers or any other third party at the Company’s sole discretion; or (b) the Company may require the Seller to return the same to the entity from which the raw materials were initially procured,; or (c) the Company may sell the remaining raw materials to the Seller, where such payment shall be made by the Seller within 15 days of notification from the Company.

Shipping

Seller shall handle all aspects of shipping Products to Buyer if so required by the Purchase Order or as may be otherwise agreed by the Seller with the Company or the Buyer. Seller shall use reasonable care in packing, packaging, tagging, and labelling Products for shipment.
When the Seller receives a Purchase Order from the Company or Buyer (as the case maybe) where the Purchase Order does not require the Seller to deliver the Products to the Company or the Buyer, the Seller shall fulfil the Purchase Order in compliance with this Annexure URL and make the Products available for pick up by a common carrier for delivery to the Company or the Buyer. The Seller shall ship Products within the time period specified in the Purchase Order. The Seller shall not include any marketing or promotional materials, or any other solicitations with the Products shipped to the Buyer. Where the Seller fails to perform the delivery related actions envisaged above, the Company shall be entitled to pick up such Products or have them picked up by a third party service provider, from the Seller.

Ownership/Title

Seller agrees and acknowledges that the title to and risk of loss or damage to any of the Products shall only be transferred from Seller to the Buyer upon acceptance of delivery of the Products to the Buyer.
The Seller shall take appropriate insurances to safeguard itself from any loss, breakage, theft or damage of the Products till such time the Products are actually delivered to the Buyer and the Buyer has acknowledged the receipt of the delivery of such Products.

Quality

The Parties hereby agree that the Company shall deploy their own personnel at Seller’s premises to ensure the quality of the Products. Furthermore, the Buyer shall also have the right to send in additional personnel (of their own or third party) to carry out an additional quality check of the Products.
The Seller guarantees that the quality of Products supplied under this Annexure URL shall meet the specifications, if any, set out in the Purchase Orders, including but not limited to quantity, packaging and labelling and shall be in merchantable condition and fit for intended use of the Products. Without prejudice to the foregoing, the Seller shall ensure that the Products shall be free from defects in design, workmanship or materials.

CANCELLATION AND RETURN POLICY

The Parties hereby agree that the Products may be returned back to the Seller, in part or full in the event that:

The Product is damaged or defective.
The Product does not confirm to agreed specifications, including the branding, packaging and labelling requirements specified by the Buyer or instructions given under the Purchase Order;
The Product was not ordered in the applicable Purchase Order;
The quantity of Products delivered does not confirm to the quantity specifications mentioned in the Purchase Order.

In the event that the Product is returned by the Buyer for any of the reasons set out under Clause 3.1(a) to 3.1(d) above, the Company shall notify the Seller by way of an email, of the rejection or return by the Buyer of the Products within 5 working days of receiving an intimation from the Buyer.
Furthermore, where the Buyer notifies the Company regarding any inconsistency or error in the invoice that it has received, the Company shall promptly notify the Seller in writing, of any such discrepancies or inconsistencies.
The Parties also agree that the termination of this Annexure under Clause 5 of this Annexure below shall not result in the cancellation of any Purchase Order made prior to such termination. Such Purchase Order(s) shall remain valid and deliveries will be made by the Seller as per the terms of the Purchase Order(s). However, if the Company determines that there is a risk in the delivery of Products as per the terms in Purchase Order(s), the Company may cancel such Purchase Orders at its own discretion.

SELLER’S CONTENT AND TRADEMARK LICENSE

The Seller hereby grants to the Company and Company’s affiliates a royalty-free, non-exclusive, worldwide, irrevocable right and license to use, reproduce, perform, display on the Fashinza Portal and in advertising and other marketing communications that consist of text or a logo or other derivative work) provided or made available by Seller or is affiliates to Company or its affiliates.
Notwithstanding the foregoing, nothing in the Annexure URL will be construed as restricting the Company from using any Seller trademarks in a manner permitted under applicable law without a license from Seller (such as fair use or referential use, or valid license from a third party). All goodwill arising out of use of Seller trademarks by the Company will inure solely to the benefit of Seller.

ADDITIOMNAL GROUNDS OF TERMINATION

Both Parties shall have the right to terminate this Agreement and it is hereby clarified that, as set out under Clause 4.4 above, the termination of this Agreement under the grounds set forth here in Clause 5 of this Annexure URL shall result in the cancellation of any existing Purchase Order unless mutually agreed between the Parties. Where the Parties have not chosen to cancel an ongoing Purchase Order, the Parties hereby agree to work together till the supply of Products under the relevant Purchase Order and payment for the same in accordance with Clause 3 of this Annexure URL above, is completed.
Without limiting other remedies, the Company may terminate the Annexure URL in the event of material breach without any prior notice. For the purpose of the Annexure URL “material breach” shall mean any of the following:

Repeated delay in delivery, cancellation of more than two (2) Purchase Orders in a year without a valid reason, repeated non-compliance with Product specifications or other quality issues, issues with quantity, etc.;
Low ratings and bad feedback from more than two Buyers;
Breach of Clause 1 (Representations, Warranties and Obligations);
if a petition for relief under any bankruptcy or insolvency is filed by or against the Seller;
Seller engaging in any deceptive, fraudulent, or illegal activity; or
Any harm to customers of Buyer where such harm is directly attributable to the Products.

Without prejudice to the foregoing, if the Seller breaches this Annexure URL or other rules and policies, the Company reserves the right to recover any amounts due and owed by Seller.

The provisions of this Annexure URL which by their nature are intended to survive termination of the Annexure URL (i.e., including representations, warranties, payment obligations, indemnification, non-circumvention, confidentiality and choice of law and jurisdiction) shall survive termination.

SUBCONTRACTING

Subject to Company’s prior written approval, which shall not be unreasonably withheld or delayed, the Seller shall have the right to subcontract any or all of its obligations under this Annexure URL to an affiliate of the Seller or a third-party subcontractor, provided Seller shall remain responsible for the performance of such affiliate or subcontractor.
Seller shall cause its affiliates to which it has subcontracted any or all of its obligations under this Annexure URL in accordance with the Clause 6.1 to abide by the terms and conditions of this Annexure URL. All references to the Seller in this Annexure URL shall be deemed to be, where applicable, a reference to the Seller’s affiliates and subcontractors to which the Seller has subcontracted any or all of its obligations under this Annexure URL in accordance with the Clause 6.1 above.
The Parties agree that in case of any damage or loss incurred by the Company due to any fault by the subcontractor, the Seller shall indemnify the Company for any such loss or damages incurred.

CONFIDENTIALITY

Parties hereby agree to:

keep and maintain all terms of this Agreement including this Annexure URL, any information, whether written or oral, which relates to business methodologies, systems, formulas, supplier / customer lists, brands / Buyer’s lists, catalogues, technical data, system study reports, system requirements, specifications, designs, drawings, business models, or other information in any format belonging to a Party, which may be provided by such Party to the other Party, or which may come to the knowledge of the other Party by virtue of this Annexure URL, whether or not specifically marked as being confidential in nature and whether provided either in electronic or physical form (collectively referred to as “Confidential Information”) in strict and utmost confidence, using such strict degree of care as is appropriate to avoid unauthorized use or disclosure of a Party’s own Confidential Information;
not disclose any Confidential information to any third party, except with other Party’s prior written consent;
not use any Confidential information of the other Party for their own benefit, such as for creation of a competitive product, or for the benefit of anyone or any other entity;
ensure that all the individuals having access to the Confidential Information under this Annexure URL shall observe and perform this non-disclosure covenant;
on termination of this Annexure URL, or at any time as the disclosing party so requests, destroy all memoranda, notes, records, reports, media and other documents and materials (all copies thereof) regarding or including any Confidential Information which the receiving party may then possess or have under its control; and
take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature.

Nothing in this Clause 7 shall apply:

if the receiving Party can demonstrate by competent evidence (i) that the information in question was known to it prior to the disclosure by the disclosing Party; or (ii) has been rightfully received from a third party with the right to make such disclosure; or (iii) has been approved for release by the disclosing Party’s prior written authorization; or (iv) was independently developed by the receiving Party without using the Confidential Information of the disclosing Party.
if the receiving Party has to disclose such Confidential Information to its employees and agents for the performance of this Annexure URL. Provided however every such employee or agent should have signed appropriate confidential Annexure URLs with the receiving Party.
if such disclosure is required by law; but in this respect, the receiving Party shall notify the disclosing Party of such requirement and provide copies of related information so that the disclosing party may take appropriate action to protect its Confidential Information.

INDEMNITY

Parties agree to indemnify, defend and hold harmless each other and their respective officers, directors, agents and employees harmless from and against all claims, damages, liabilities, costs, losses and expenses, including reasonable attorneys’ fees and expenses incurred for any claim against each other or from any third party arising out of a breach by the breaching Party of the obligations (including any representations) under this Annexure URL, resulting from their respective performance of this Annexure URL and/or non-compliance of applicable laws (“Claims”).
In addition to Clause 8.1 above, the Seller shall indemnify the Company from any loss, expense, or liability of any kind incurred in connection with any Claims of any kind arising out of:

any act or omission of the Seller, its agents, employees, or subcontractors relating to the sale of a Product;
any actual or alleged breach of Seller’s written warranty for a Product;
any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a non-party related to a Product;
any issue with the Seller’s packaging, labelling, of a Product.

Parties further agree that in case of any breach by Seller that results in a Claim against the Company, the Seller shall, if required by the Company, promptly defend against such Claim and shall, during the time of such defence, regularly consult with the Company and give due consideration to the views of the Company. Any liability in respect of such Claim shall be borne by the Seller. Additionally, if the Company fails to defend such Claim or defends the claim without requiring the Seller to defend, the entire liability under such Claim and the cost of such defence shall be borne by the Seller.
Notwithstanding the above, the Parties agree that the maximum liability of Company under this Annexure URL shall be an amount equivalent to value of the relevant Purchase Order. Parties acknowledge that such sums paid shall constitute liquidated damages and not penalties and are in addition to all other rights and obligations. The Parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amount bears a reasonable relationship to, and in the parties' genuine and good faith estimation are not disproportionate to the probable loss likely to be incurred in connection with any breach to the Annexure URL.
Notwithstanding the generality of the foregoing, in no circumstances neither of the Parties shall be liable for any indirect, consequential or incidental losses, claims or damages arising out of or in any manner connected with this Annexure URL and incurred by other party.
Tax Indemnity clause: Notwithstanding anything stated in Clause 8.4 and 8.5, if the Company is not able to avail Input Tax Credit due to any short coming / failure on part of the Supplier in compliance of provisions of GST Law applicable from time to time, including but not limited to mismatch of ITC between Invoice and GST return uploaded by the Supplier (which otherwise should have been available to the Company in the normal course) and issuance of valid tax invoice compliant with e-invoicing and / or any other applicable requirements under the GST Law, the Supplier shall at his own cost and effort get the short coming rectified. If, for any reason, said rectification is not possible, the Supplier shall make ‘good’ to the loss suffered or potential loss that may be suffered by the Company due to or on account of the short coming / failure on part of the Supplier in compliance of provisions of GST Law and the consequent tax credit loss caused to the Company in that transaction. When any shortcoming is communicated by the Company to the Supplier, the Supplier shall take prompt action to rectify the same at the earliest. The Company reserves right to recover the outstanding dues from the Supplier without prejudice to above mentioned obligation of Supplier to make ‘good’, the loss suffered or potential loss that the Company may suffer.

The Company shall not be liable for or in respect of any liabilities, whatsoever, arising out of or in connection with the non-compliance of any of the applicable provisions of GST Law by the Supplier and the Supplier shall indemnify and keep indemnified the Company against all such liabilities including but not limited to additional tax liability/ loss of input tax credit, penalty, interest thereon, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

GOVERNING LAW AND DISPUTE RESOLUTION

Subject to Clause 9.2 and 9.3 below, the Courts in Delhi shall have exclusive jurisdiction in any disputes hereunder.
In the event of any dispute arising under this Agreement, any Purchase Order, or Invoice issued by the Fashinza Entity, the Parties hereby agree that legal action or proceedings shall be exclusively directed against the specific entity of the Fashinza Entity that has explicitly issued the respective Purchase Order or Invoice to the Seller. The Parties hereby agree that no legal action or proceedings shall be initiated against any other entity comprising the Fashinza Entity. All legal and accounting considerations shall be confined to the said Fashinza Entity, and the Seller is precluded from seeking any legal or financial remedy against any other Fashinza Entities, except for the entity that has issued the Purchase Order or Invoice with the Seller.
Any dispute arising out of or in connection with this Annexure URL, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration conducted specifically in the English language in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996.
The arbitral tribunal shall be seated in Delhi and be presided by a sole arbitrator appointed with the mutual consent of the Parties. If the Parties are unable to mutually appoint an arbitrator, the sole arbitrator shall be appointed in accordance with the Indian Arbitration and Conciliation Act, 1996.
The Parties hereby agree that except for the fee of the sole arbitrator, each Party shall bear their respective costs for the resolution of the dispute and/or arbitration.

NON-CIRCUMVENTION

The Seller agrees not to contact or initiate contact at any time for any purpose, either directly or indirectly with the Buyers or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the Supplier, unless such approval is specifically granted in written form by the Company on a case-by-case basis. The Seller further agrees not to undertake any transaction or a series of transactions of any kind with the Buyers without the express prior written agreement of the Company, which agreement may be withheld by the Company at its sole discretion.
The Parties accept and acknowledge that the Company has invested heavily in the aggregation and organization of the Fashinza Portal and structuring processes (including manufacturing processes) for the Supplier. The Supplier agrees to not, at any time during the subsistence of the MOU and for a period of three years thereafter, directly, or indirectly through a party other than Company, deal with any of the Buyers of the Company. Further, in any event that the Seller has to make a direct communication to the Buyer, the Seller shall ensure that the Company is copied on all such communications between Seller and Buyer.
The Supplier understands and accepts that if it works directly with any Buyer in a way that is contrary to the undertaking under Clause 10.1 and 10.2 above, the Company will suffer irreparable loss and damages, and the Supplier shall be liable to pay USD 200,000/- in addition to the total value of the Purchase Orders issued by the Buyers to the Supplier and/or its related companies and individuals as liquidated damages to the Company. In the event that there are loss or damages beyond the aforesaid amount, the Supplier shall pay higher compensations to the Company.
The Seller agrees that the provisions of this Agreement extend to the employees and officers of their respective companies/businesses. The said principals further agree to provide the requisite internal security of the subject data within their respective organizations.
The Parties hereby agree that in the event of any actual or threatened default in, or breach of, the terms of this Clause 10, the Company shall have the right to specific performance and injunctive relief, in addition to any and all other rights and remedies at law or in equity.

FORCE MAJEURE

If and to the extent that a Party's performance of any of its obligations pursuant to this Annexure URL is prevented, hindered or delayed directly or indirectly by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, strikes, pandemic, epidemic, events beyond such Party’s control which generally affect the geographic area where such Party is located, or any other causes of a similar nature beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance hinderances or delay could not have been prevented by taking of all reasonable precautions by the non-performing, hindered or delayed Party, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use efforts consistent with industry standards and practices to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means.
The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Party of the occurrence of the Force Majeure Event, describing in reasonable detail the nature of the Force Majeure Event.

MISCELLANEOUS

Assignment: The Seller shall not assign its rights or obligations under the Agreement except with the prior written consent of the Company. The Fashinza Entity that has issued the Purchase Order to the Seller may assign its rights or obligations under the Agreement to other Fashinza Entity (the Confirming Party), or its affiliates, without the prior written consent of the Seller.
Severability: If any provision of the MOU or the application thereof shall be invalid, illegal or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of the MOU shall not be affected thereby, and each provision of the MOU shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid, illegal or unenforceable provision of the MOU shall be replaced with a provision, which is valid, legal and enforceable and most nearly reflects the original intent of the invalid, illegal and unenforceable provision.