eCommerce Trading Partner Agreement
1
ecommerce TRADING partner AGREEMENT[NOT for the b2b
portal]DATED: [date]BETWEEN:InnobytesAND:[Vendor Name]
(Supplier)
RECITALS
A.Innobytes and the Supplier are trading partners.B.The parties
have agreed to trade via electronic means, in relation to
agreements between Innobytes and the Supplier, on the terms and
conditions of this Agreement.
1. Scope of Agreement
This Agreement relates to the interchange of data, not the
various underlying commercial or contractual obligations of the
parties, and is not a substitute for any individual contracts
between the parties. An electronic message of the type described in
Schedule B clause 4 is sent, for the purposes of any related
contract between the parties, if, and only if, it is validly sent
under this Agreement.
Schedules A and B are part of this Agreement.
2.Definitions
In this agreement the following words have the following
meanings:
"Acknowledgement" means a response by the receiver complying
with Schedule A clause 4.
"Business Day" means a day on which banks are open for general
banking business in the State in which the party receiving a
Message or Acknowledgment has its place of business, not being a
Saturday or Sunday.
"Message" means a structured set of data of a type identified in
Schedule B clause 4 (not being an Acknowledgment), transmitted
electronically from one party to another via an electronic system
that has been tested and is live under Schedule A clause 1.
3.Content of Messages
A sender must include in each Message or Acknowledgement:
(a)identification of the sender (authenticated as provided for
in clause 4);
(b)the identification of the addressee;
(c)the type of transaction;
(d)criteria agreed between the parties verifying commencement of
the Message or Acknowledgement and the conclusion of the Message or
Acknowledgement for the purpose of verifying the integrity of the
data transmitted; and
(e)the data elements mutually agreed between the parties for
that type of transaction.
4.Authentication 4.1Each party must inform the other of a
digital certificate, or other electronic symbol, code or password
that the other party may rely on to authenticate a Message or
Acknowledgment. Each party must ensure that the certificate,
symbol, code or password is kept secure and confidential subject to
limited access by authorised personnel.
4.2A party receiving a Message or Acknowledgment may rely on the
authentication included in the Message or Acknowledgment under
clause 4.1 as proof that it is duly sent on behalf of the other
party.
5. Receipt of Transmission5.1A party must send an
Acknowledgement of each Message before acting on it.5.2.A Message
sent by one party to the other will be deemed to have been sent by
the first and received by the second party when the first party
receives an Acknowledgement confirming receipt of the Message.5.3If
a party does not receive an Acknowledgement of a Message within 2
Business Days of sending the Message, the party must notify the
other and, unless the issue is resolved promptly, transmit the
content of the Message by alternative means. If the first party
does not comply with this clause, the first party will be deemed,
for the purposes of clause 5.2, to have received an Acknowledgement
within 2 Business Days.6. Storage of Data
Each party to a Message must maintain for a period of 7 years a
record of the Message in the transmitted format and in a form from
which it can readily be retrieved and visually inspected, and upon
reasonable request must make the Message available to the other
party for inspection.
7. Confidentiality7.1Subject to clause 7.2, each party agrees to
keep confidential the contents of a Message.
7.2The obligations under 7.1 cease when (but only to the extent
that) the Message or the information must, by law, be disclosed or
has become public knowledge.
8. Termination/Amendment8.1This Agreement may be terminated by
mutual consent, and a party may also terminate this Agreement by
giving at least 30 days' notice in writing to the other party
specifying the effective date of termination.
8.2Termination of this Agreement does not, of itself, effect a
termination of any other agreement between the parties.
8.3The parties may amend this Agreement by each executing a
document setting out the amendment and specifying the date from
which the amendment is to take effect.9. Evidence and Contractual
Effect9.1The parties shall not dispute that a Message passing
between them is "in writing" or a "document" merely on the grounds
that the Message was transmitted electronically.9.2If a Message is
authenticated in accordance with this agreement, neither party
shall dispute that such Message has been "signed" by the party on
whose behalf the Message appears to have been sent.
9.3The parties waive any rights to bring an action declaring the
invalidity of a transaction concluded between themselves on the
sole ground that the transaction took place by use of electronic
means.
10. Hardware and Software
10.1Each party shall provide and maintain, at its own expense,
the hardware, software and services necessary to transmit and
receive Messages in accordance with this Agreement, and shall
conduct such tests as may be mutually agreed from time to time to
establish and monitor the adequacy of such hardware, software and
services for the purposes of this Agreement.
10.2A party must not insert or activate, or permit a third party
to insert or activate, in any Message or system, any virus, bomb,
Trojan horse or computer programming code that would impair access
to any part of the systems used to perform this agreement.11.
Disputes
11.1The parties must attempt in good faith to resolve through
negotiation any dispute regarding this Agreement. If not resolved
within 14 days, the parties agree to attempt to resolve the matter
by mediation using a mediator agreed upon in writing by the parties
or, in the absence of such agreement, a mediator nominated in
accordance with the Mediation Guidelines of the Australian
Commercial Dispute Centre (ACDC). If following mediation the
dispute is not resolved, either party may commence legal
proceedings relating to the dispute.
11.2If there is any dispute between the parties as to the
contents of a Message, and if:
(a)the recipient has kept a copy of the Message;
(b)
the recipient has sent an Acknowledgement in respect of that
Message to the sender; and
(c)the recipient has not altered the Message since it was
received (the onus of proving any such alteration being on the
sender),
then the recipient's copy of the Message must be taken to be the
correct version of the Message. If the conditions set out in the
preceding sentence are not satisfied, the sender's copy of the
Message must be taken to be the correct version.
12.Notices
12.1Except where otherwise prescribed by this Agreement, a
notice, approval, consent or other communication ("Notice") in
connection with this Agreement, must be:
(a)in writing;
(b)signed by a representative of the party giving the Notice;
and
(c)served on the other party by being left at, or sent by
prepaid ordinary post (airmail if posted to or from a place outside
India ) or sent by facsimile to the address of the Party which is
specified in Schedule B or if the addressee notifies another
address then to that address.
12.2A Notice takes effect from the time it is received unless a
later time is specified in it.
12.3A Notice is taken to be received:
(a)in the case of a posted letter, on the third (seventh, if
posted to or from a place outside Australia) day after posting;
and
(b)in the case of facsimile, on production of a transmission
report by the machine from which the facsimile was sent which
indicates that the facsimile was sent in its entirety to the
facsimile number of the recipient.
13Law and Jurisdiction13.1This Agreement and the transactions
contemplated by it will be governed by and construed in accordance
with the laws in force in India (Mumbai).
13.2
EXECUTED as an agreement
SIGNED by
SIGNED by
.............................................................................................................
([Vendor Manager])([Vendor Contact Name])as authorised
representativeas authorised representative
for Innobytes Corporation Limitedfor [Vendor]in the presence
ofin the presence of
.........................................................................................
([Witness Name])
([Vendor Witness Name])
SCHEDULE AProcedural Guide1.Testing, 'Going Live'
Once each party has installed the necessary eCommerce software
they will exchange relevant details to enable an electronic
interchange to take place.
Test documents are to be produced and sent to the parties,
indicating that the document is a test document only. Both parties
are to ensure that the data is being translated, interchanged and
re-translated correctly in the agreed format before completing
testing.
Once the parties agree that the electronic system has been
successfully tested then the system shall be deemed as a production
or "live" system. Until then Messages will be of no legal effect.
Paper copies or other agreed medium, where they exist, will
continue to be sent until their deletion is agreed by both
parties.
2.Problem Resolution
If a party encounters any problem that could affect the other
party or result in failure of a Message to be transmitted, and is
un-recoverable, then the party with the problem will notify the
other party within 24 hours.
The receiver will notify the sender via email, fax or telephone
of any duplicate documents
received.
3.Contingency
If the electronic system is unavailable to any party then that
party must notify the other with consideration to various options
such as: revert to the previous paper-based system, suspend trading
temporarily or use an alternative network.
4.Acknowledgements
Each party receiving a Message must provide an Acknowledgment to
the sender.
An Acknowledgement must be in the format agreed and tested under
Clause 1 above.
An Acknowledgement does not imply acceptance of the value of the
data in the Message.
5.Lost Message Retrieval
If a Message is 'lost' after being received, the recipient will
ask its eCommerce provider (if any) to re-send the Message. Only if
this is not possible will they ask the sender to re-send the
Message.
6.Security Procedures
Each party shall develop and use security procedures as a
prudent company would develop and use to ensure that all
transmissions of Messages, equipment, and the network are secure
from access not authorised by each party and to protect the
business records and data contained therein from loss, alteration
or destruction.
Each party shall, upon becoming aware of any breach of security
or unauthorised use of transmission, immediately inform the other
party, investigate the breach and report to the other party as to
the outcome of the investigation. The use of eCommerce shall be
suspended until security has been re-established to the
satisfaction of the parties. The party responsible for the breach
of security shall pay the costs of any legal proceedings against a
person who has committed an act of unauthorised disclosure.
7.eCommerce Provider
A party may, by notice in writing to the other party, nominate
another entity as an eCommerce provider to perform some or all of
its obligations under this Agreement. The party remains responsible
for performance of these obligations and for ensuring that the
eCommerce Provider complies with applicable provisions of this
Agreement.
Each party will bear its own costs of depositing outgoing
documents and retrieving incoming documents.
In the event of any dispute which may arise as to whether a
Message has been sent or received, it will be the responsibility of
the sender to supply details of the transmission date and time that
the Message was sent, the envelope and the date the transaction was
acknowledged if applicable. Both parties agree to assist in any
joint investigation with their eCommerce provider if required to
resolve these disputes.
8.Access
Both parties agree to access their production system on each
Business Day.
SCHEDULE B
Application Details
1. Scope
This schedule covers all operational information required with
regard to the technical aspects of setting up and managing the
electronic interchange between parties.
It is acknowledged that from time to time changes will need to
be made to this schedule in order to reflect the current electronic
trading relationship. Any amendments should be in writing and
signed by an authorised person from each party setting out the
changes and specifying the date from which the amendment is to take
effect.
2. Contacts
INNOBYTES
Address for Notices:[Vendor Manager Name]
[Vendor Manager Title]
Innobytes Corporation Limited
[Street 1]
[Street 2]
[Suburb] [State] [Postcode]
Phone: (xx) xxxx xxxx
Fax: (xx) xxxx xxxx
Email: [email.address]@team.Innobytes.com
Technical AdviserPlease refer all matters regarding electronic
interchanges to:
B2B Vendor Helpdesk
Phone: 1300 360 695
Email: [email protected]
Address for Notices:[Vendor Contact Name]
[Vendor Manager Title]
[Vendor Name]
[Street 1]
[Street 2]
[Suburb] [State] [Postcode]
Phone: (xx) xxxx xxxx
Fax: (xx) xxxx xxxx
Email: [email.address]
Technical Adviser
Please refer all matters regarding electronic interchanges
to:
[Technical Contact Name]
[Technical Contact Title]
Phone: (xx) xxxx xxxx
Email: [email.address]3. Agreed Documents and Format
Each party agrees to use the following documents: Purchase
Orders, Remittance Advice s, Invoices and Acknowledgments. The
format for these documents will be as follows
TypeFormat
(ANSI X12/EDIFACT/ebXML/RosettaNet)
APurchase Order
BRemittance Advice
CInvoice
DAcknowledgment
