1. Parties to the Agreement
This Memorandum of Understanding (“MoU”) is made and entered into on this ___ day of ______ 20__, by and between: Anubhav Singh - Director of Manudha Fashion Pvt. Ltd.( Shopinkarts), a business entity engaged in providing inventory supply, account management, and business process management for online marketplace sellers, hereinafter referred to as “Shopinkarts”, AND _____________________________________________________________ (Seller’s Name/Entity), an individual or registered business operating as a seller on e-commerce platforms such as Flipkart, Meesho, Amazon, etc., hereinafter referred to as the “Seller” or “Client.” Shopinkarts and the Seller shall collectively be referred to as the “Parties.”
2. Purpose
This MoU defines the mutual understanding and working framework between Shopinkarts and the Seller for: Providing inventory and related marketplace management services. Ensuring smooth financial and operational flow to avoid capital blockage. Maintaining consistent profitability and regulatory compliance. Budget ___________________________________________________________________ (To be decided at the time of signing this agreement if client is opting for Option 2 as a Scope of service to be enabled by Shopinkarts)
3. Scope of Services
Shopinkarts offers two partnership options for Sellers. The Seller must select one option at the time of onboarding:
Option 1: Self-Managed Seller Plan Seller shall independently manage their marketplace accounts, listings, pricing, dispatches, and customer communications. Shopinkarts shall provide: Access credentials to the Shopinkarts App/Portal for purchasing inventory as per Seller’s requirements. Inventory supply at agreed wholesale rates. Refunds or replacements for any defective pieces returned to Shopinkarts. Seller shall be responsible for: Maintaining return ratios and order performance as per Annexure 1. Managing timely dispatch, packaging, and logistics compliance. Ensuring all marketplace and financial regulations are followed. Shopinkarts will not be liable for any delays, marketplace penalties, or fund blockages arising from Seller’s operational errors.
Option 2: Shopinkarts Managed Seller Plan
Seller shall have login credentials and access to their marketplace accounts but authorize Shopinkarts to manage operations and listings. Seller shall be responsible for: Placing inventory orders through the Shopinkarts App. Making timely financial payments to Shopinkarts. Dispatching inventory to marketplace logistics partners on schedule. Shopinkarts shall be responsible for: Full account management, listing optimization, pricing, and compliance. Ensuring no blockage of funds or inventory through structured operational control. Monitoring KPIs and SOP adherence as per Annexure 1. Maintaining profitability and steady order flow. Shopinkarts shall charge a monthly management fee of ₹5,999, which is currently offered at a discounted rate of ₹2,999/month for the first two (2) years from the date of onboarding. Additional Benefits for Managed Clients: Return Insurance: If the half yearly Customer Return Ratio (including marketplace penalties) exceeds 22%, Shopinkarts shall bear the penalty costs and refund them to the Seller between the 5th and 10th of the following month after each 6 Month. Free Delivery Benefit: Orders above 30 pieces per transaction will have no delivery charges. Advertising Support: Shopinkarts shall allocate 1% of the Seller’s committed business budget (decided at onboarding) toward marketplace advertisement to ensure consistent sales orders.
4. Profitability Commitment
Shopinkarts guarantees a monthly profit return ratio between 8% and 12% on the Seller’s committed budget, provided the Seller adheres to operational and compliance guidelines as defined in Annexure 1.
5. Account Setup & Analysis Period
For the initial period of three (3) months from the date of onboarding, Shopinkarts shall conduct a detailed analysis, optimization, and setup of the Seller’s marketplace account to establish: Consistent sales order flow. Regular financial disbursement cycles. Predictable and sustainable profitability.
6. Financial Terms
All payments for inventory purchased or services availed must be made on time as per the agreed schedule. Shopinkarts reserves the right to temporarily suspend services or deliveries if outstanding dues are unpaid beyond seven (7) working days. All monetary transactions will be traceable via Shopinkarts’ official account or approved digital channels only.
7. Returns & Defect Policy
All courier and customer returns must be reported weekly. Returned products in saleable condition may be reused for future dispatches. Defective items identified and verified by Shopinkarts shall be refundable or replaceable as per Shopinkarts’ defect policy.
8. Dead Stock & Fund Blockage
Inventory unsold or inactive for more than 45 days on marketplaces shall be classified as Dead Stock. Such stock must be returned to Shopinkarts or adjusted in subsequent dispatches to maintain cashflow rotation. Shopinkarts and the Seller shall ensure that: Inventory blockage never exceeds one-third (1/3) of the Seller’s budget. Marketplace fund blockage never exceeds one-half (1/2) of the Seller’s budget.
9. Compliance & Reporting
Sellers choosing Option 1 must independently follow all operational and compliance guidelines listed in Annexure 1. For Option 2, Shopinkarts shall ensure these guidelines are implemented and maintained. Both Parties agree to maintain transparency in reporting orders, returns, and financial flow.
10. Termination
Either Party may terminate this MoU with 30 days’ written notice. Upon termination, all outstanding payments must be cleared, and unsold or defective inventory must be returned to Shopinkarts. Any dues or refunds will be settled within fifteen (15) working days post-termination.
11. Confidentiality
Both Parties agree to maintain confidentiality of business data, pricing, client information, and marketplace account credentials shared under this MoU.
12. Governing Law
This MoU shall be governed by and construed in accordance with the laws of India, and any disputes shall be subject to the jurisdiction of the courts of Jaipur, Rajasthan, India.
13. Validity
This MoU shall remain in force from the date of signing and continue until terminated by either Party in accordance with Clause 10.
This Memorandum of Understanding (“MoU”) is made and entered into on this ___ day of ______ 20__, by and between: Anubhav Singh - Director of Manudha Fashion Pvt. Ltd.( Shopinkarts), a business entity engaged in providing inventory supply, account management, and business process management for online marketplace sellers, hereinafter referred to as “Shopinkarts”, AND _____________________________________________________________ (Seller’s Name/Entity), an individual or registered business operating as a seller on e-commerce platforms such as Flipkart, Meesho, Amazon, etc., hereinafter referred to as the “Seller” or “Client.” Shopinkarts and the Seller shall collectively be referred to as the “Parties.”
2. Purpose
This MoU defines the mutual understanding and working framework between Shopinkarts and the Seller for: Providing inventory and related marketplace management services. Ensuring smooth financial and operational flow to avoid capital blockage. Maintaining consistent profitability and regulatory compliance. Budget ___________________________________________________________________ (To be decided at the time of signing this agreement if client is opting for Option 2 as a Scope of service to be enabled by Shopinkarts)
3. Scope of Services
Shopinkarts offers two partnership options for Sellers. The Seller must select one option at the time of onboarding:
Option 1: Self-Managed Seller Plan Seller shall independently manage their marketplace accounts, listings, pricing, dispatches, and customer communications. Shopinkarts shall provide: Access credentials to the Shopinkarts App/Portal for purchasing inventory as per Seller’s requirements. Inventory supply at agreed wholesale rates. Refunds or replacements for any defective pieces returned to Shopinkarts. Seller shall be responsible for: Maintaining return ratios and order performance as per Annexure 1. Managing timely dispatch, packaging, and logistics compliance. Ensuring all marketplace and financial regulations are followed. Shopinkarts will not be liable for any delays, marketplace penalties, or fund blockages arising from Seller’s operational errors.
Option 2: Shopinkarts Managed Seller Plan
Seller shall have login credentials and access to their marketplace accounts but authorize Shopinkarts to manage operations and listings. Seller shall be responsible for: Placing inventory orders through the Shopinkarts App. Making timely financial payments to Shopinkarts. Dispatching inventory to marketplace logistics partners on schedule. Shopinkarts shall be responsible for: Full account management, listing optimization, pricing, and compliance. Ensuring no blockage of funds or inventory through structured operational control. Monitoring KPIs and SOP adherence as per Annexure 1. Maintaining profitability and steady order flow. Shopinkarts shall charge a monthly management fee of ₹5,999, which is currently offered at a discounted rate of ₹2,999/month for the first two (2) years from the date of onboarding. Additional Benefits for Managed Clients: Return Insurance: If the half yearly Customer Return Ratio (including marketplace penalties) exceeds 22%, Shopinkarts shall bear the penalty costs and refund them to the Seller between the 5th and 10th of the following month after each 6 Month. Free Delivery Benefit: Orders above 30 pieces per transaction will have no delivery charges. Advertising Support: Shopinkarts shall allocate 1% of the Seller’s committed business budget (decided at onboarding) toward marketplace advertisement to ensure consistent sales orders.
4. Profitability Commitment
Shopinkarts guarantees a monthly profit return ratio between 8% and 12% on the Seller’s committed budget, provided the Seller adheres to operational and compliance guidelines as defined in Annexure 1.
5. Account Setup & Analysis Period
For the initial period of three (3) months from the date of onboarding, Shopinkarts shall conduct a detailed analysis, optimization, and setup of the Seller’s marketplace account to establish: Consistent sales order flow. Regular financial disbursement cycles. Predictable and sustainable profitability.
6. Financial Terms
All payments for inventory purchased or services availed must be made on time as per the agreed schedule. Shopinkarts reserves the right to temporarily suspend services or deliveries if outstanding dues are unpaid beyond seven (7) working days. All monetary transactions will be traceable via Shopinkarts’ official account or approved digital channels only.
7. Returns & Defect Policy
All courier and customer returns must be reported weekly. Returned products in saleable condition may be reused for future dispatches. Defective items identified and verified by Shopinkarts shall be refundable or replaceable as per Shopinkarts’ defect policy.
8. Dead Stock & Fund Blockage
Inventory unsold or inactive for more than 45 days on marketplaces shall be classified as Dead Stock. Such stock must be returned to Shopinkarts or adjusted in subsequent dispatches to maintain cashflow rotation. Shopinkarts and the Seller shall ensure that: Inventory blockage never exceeds one-third (1/3) of the Seller’s budget. Marketplace fund blockage never exceeds one-half (1/2) of the Seller’s budget.
9. Compliance & Reporting
Sellers choosing Option 1 must independently follow all operational and compliance guidelines listed in Annexure 1. For Option 2, Shopinkarts shall ensure these guidelines are implemented and maintained. Both Parties agree to maintain transparency in reporting orders, returns, and financial flow.
10. Termination
Either Party may terminate this MoU with 30 days’ written notice. Upon termination, all outstanding payments must be cleared, and unsold or defective inventory must be returned to Shopinkarts. Any dues or refunds will be settled within fifteen (15) working days post-termination.
11. Confidentiality
Both Parties agree to maintain confidentiality of business data, pricing, client information, and marketplace account credentials shared under this MoU.
12. Governing Law
This MoU shall be governed by and construed in accordance with the laws of India, and any disputes shall be subject to the jurisdiction of the courts of Jaipur, Rajasthan, India.
13. Validity
This MoU shall remain in force from the date of signing and continue until terminated by either Party in accordance with Clause 10.
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