E-Business Agreement

This E-Business Agreement is made at Karachi on _____ day of _____________ 2019

Between

RADIUS HOLDINGS Pvt. Ltd a private company registered and functioning under the laws of Pakistan having its registered office
at Karachi, through its Head of Vendor Management, Mr. ---, duly authorized (hereinafter referred to as which expression shall
be deemed to mean and include its administrators, authorized representatives, successors in interest and permitted assigns) of
the First Part;

And
______________________________, a sole proprietorship / firm /company registered and functioning under the laws of
Pakistan
having its registered office at __________________________________________________________________ represented
through its duly authorized ___________________________ (Name & Designation) CNIC _______________
With a commission decided of ______ hereinafter referred to as “Vendor” which expression shall be deemed to mean and
include its administrators, authorized representatives, successors in interest and permitted assigns) of the Second Part;
Preamble:

a. Radius holdings (Goto.com.pk) is an electronic commerce company, offering of online selling, purchasing and marketing
of different products, brands, items and services through its website(s) Goto.com.pk, as an e-marketplace whereby
various vendors will be offered to set up their virtual outlets for marketing, selling and/or purchasing different products,
brands, items, and services (“products”).

b. The Vendor is a ____________________________ and doing business of ________________________. The Vendor is

interested in working with RADIUS HOLDINGS in availing e-marketplace facilities being offered by RADIUS HOLDINGS.

This agreement therefore lays down the details and guidelines to which the parties mentioned, agree to adhere the following:

1. Definitions
1.1 “Virtual outlet” is defined to include links to the RADIUS HOLDINGS PVT. LTD. “e-marketplace”, framing over
various pages at comprising e-commerce shopping component whereby the
 consumers shall directly buy goods or services of the Vendors over the internet or any other online shopping
mode using our website.
1.2 “Products” means those products and/or services of the Vendor which are promoted, offered, sold or
purchased on our website.
1.3 “Illegal activity” means any illegal act under the laws of Islamic Republic of Pakistan.

2. RADIUS HOLDINGS (GOTO.COM.PK) Responsibilities

RADIUS HOLDINGS (GOTO.COM.PK) shall promote/sell/facilitate selling or purchasing the products of the Vendor
through Virtual Outlets at its website(s) in the manner as determined by RADIUS HOLDINGS (GOTO.COM.PK)

3. Mode of Payment and Compensation

3.1 The mode of payment and compensation is defined in detail , wherein either of the following model is
covered:

a. RADIUS HOLDINGS (GOTO.COM.PK) shall receive and process all payments for Products purchased on
the Goto’s Platform on behalf of the Seller. RADIUS HOLDINGS (GOTO.COM.PK) shall make payment of
the amount of the Listed Price for the Product(s) received from a Customer, less its commission for the
sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject
to its right of set-off under this agreement after __ working days of purchasing, receipt and acceptance
of the said products to the pre-defined bank accounts.

3.2 Upon delivery of each product, RADIUS HOLDINGS (GOTO.COM.PK) shall also conduct an inspection of the
products packaging and seal to verify that it has not been tampered during transit from the Vendor’s location
to RADIUS HOLDINGS (GOTO.COM.PK)’s premises. RADIUS HOLDINGS (GOTO.COM.PK) shall only accept the
said product if it passes the inspection.

3.3 RADIUS HOLDINGS (GOTO.COM.PK) may require the Vendor to provide samples of the product for the purposes
of photo-shoots, or any purpose RADIUS HOLDINGS (GOTO.COM.PK) may deem fit for the performance of its
obligations under this agreement. RADIUS HOLDINGS (GOTO.COM.PK) shall return the samples to the Vendor
after it has fulfilled the purpose, and samples may be delivered by RADIUS HOLDINGS (GOTO.COM.PK) or
collected by the Vendor, as per the mutual understanding of the parties.

3.4 The Seller agrees that RADIUS HOLDINGS (GOTO.COM.PK) shall not be liable for any failure to make payments
arising due to incomplete or inaccurate information provided by the Seller with regards to its Bank Account.

3.5 In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), RADIUS
HOLDINGS (GOTO.COM.PK) will reimburse the Seller for the Product in question given the case is reviewed and
accepted by RADIUS HOLDINGS (GOTO.COM.PK) in favor of the Seller. For such a reimbursement, title of
ownership of said Product shall only pass to RADIUS HOLDINGS (GOTO.COM.PK) in the case RADIUS HOLDINGS
(GOTO.COM.PK) decides to hold the Product for commercial purposes. RADIUS HOLDINGS (GOTO.COM.PK)
may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean
ownership of Product transfers to RADIUS HOLDINGS (GOTO.COM.PK).

3.6 RADIUS HOLDINGS (GOTO.COM.PK) shall be entitled to deduct or withhold from payments to be made to the
Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any
federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the
transaction.
4. Vendor’s Responsibilities
4.1 The Vendor shall grant to RADIUS HOLDINGS (GOTO.COM.PK) right to promote Vendor’s product during the
term of this agreement.

4.2 The Vendor will ensure that all products made available on RADIUS HOLDINGS (GOTO.COM.PK) are strictly in
accordance with the specifications and warranty status as stated in the brochure.
In case of warranted products, the Vendor shall ensure that the warranty and returns claims can be made
through official means under the guidelines of the warranty and claims procedures of the Original Equipment
Manufacturer (OEM).

In case of products having expiry date, the Vendor will ensure that availability of all the said products on RADIUS
HOLDINGS (GOTO.COM.PK)’s websites will be managed in the following manner:
a. Most recently manufactured products will be supplied to RADIUS HOLDINGS (GOTO.COM.PK) having
maximum life period.

4.3 Upon the request of RADIUS HOLDINGS (GOTO.COM.PK) vendor shall provide to RADIUS HOLDINGS
(GOTO.COM.PK) complete product specifications, (All products pictures are available at our website. Wherein
it shall state the product’s SKU# the vendor wishes to use the creative works of. RADIUS HOLDINGS
(GOTO.COM.PK) will use the vendor logo at all material where it intends to promote vendor product.

4.4 Further the revision or variations in the specifications of the products shall also be communicated to RADIUS
HOLDINGS (GOTO.COM.PK) for at least 24-48 hours in advance for updating them.

4.5 Vendor represents that it has all the rights and/or ownership to the Vendor Content that it does not infringe or
violate any third party’s rights, that it is accurate, complete and up-to-date, and that it does not violate any law
or regulation.

4.6 Vendor grants to RADIUS HOLDINGS (GOTO.COM.PK), during the term of this Agreement, a worldwide, non-
exclusive, royalty free permission to produce, facilitate, publicly publish, distribute, sell and/or purchase in both
print and electronic form, the Vendor Content as well as the products. RADIUS HOLDINGS (GOTO.COM.PK) may
also create derivative works or modifications to the Vendor Content for editorial or stylistic reasons. The
Vendor grants RADIUS HOLDINGS (GOTO.COM.PK) the right to permit viewers or customers to copy print and
use the Vendor Content for their personal or internal purposes.

4.7 Vendor will be directly responsible for providing after sales service on all products provided by them, as per the
warranty* Warranty doesn’t cover damage ,mishandled , broken & burned goods* and after sales guidelines
mentioned in the product information, unless explicitly mentioned as otherwise.

4.8 Vendor will accept a return if RADIUS HOLDINGS (GOTO.COM.PK) determines that the item was significantly
different from what was described in the product information provided.

4.9 The Vendor hereby acknowledges that as long as any product is listed on the online store the Vendor is under
an obligation to carry-out and/or facilitate the sale of such product.

4.10 The Vendor shall ensure that any product being sold on RADIUS HOLDINGS (GOTO.COM.PK)’s website(s) will be
available in stock and shall be liable to provide a complete inventory /stock report at least on a weekly basis or
more frequently, as per the mutual understanding of the parties. If a product listed on the website(s) runs out
of stock for any reason, the Vendor shall immediately notify RADIUS HOLDINGS (GOTO.COM.PK) of this
occurrence; taking into consideration of pending order(s) if any to be fulfilled.

4.11 The Vendor agrees that he shall regularly inform and update where applicable of all types of new products
available that may be added to the assortment on the website(s).
5. Intellectual Property Rights

Neither party will acquire any ownership interest in each other’s intellectual property. All names and other information
concerning a Customer shall be deemed jointly owned by the Vendor and RADIUS HOLDINGS (GOTO.COM.PK) with each
side free to use such names and information as they see fit in compliance with applicable law. With the approval of the
Vendor (which approval shall not be unreasonably withheld or delayed), RADIUS HOLDINGS (GOTO.COM.PK) shall have
the right to place the Vendor’s logo, trade name and trademark on RADIUS HOLDINGS (GOTO.COM.PK) as a means to
identify the Vendor and to otherwise use such items in connection with the purposes of this AGREEMENT.

6. Taxation
We are exempted from WHT, or invoice Tax & etc for which undertaking certificate will be provided.

7. CONFIDENTIALITY
7.1 All Customer information and data, designs, drawings, specifications, communications, whether written, oral,
electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or
disclosed in any form or manner to the Seller by RADIUS HOLDINGS (GOTO.COM.PK), or produced or created
by the Seller for RADIUS HOLDINGS (GOTO.COM.PK) hereunder are the intellectual property of, and
confidential to RADIUS HOLDINGS (GOTO.COM.PK) and Seller and shall be used solely by the Seller for purposes
of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and
shall not be disclosed to any third party without the prior written consent of RADIUS HOLDINGS
(GOTO.COM.PK), and shall be disclosed within the Seller’s organization only on a need-to-know basis.

7.2 Both Parties may require their respective employees and other personnel involved in the performance of this
agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure
agreement heretofore executed by the Seller in connection with the sale of its Products under this agreement
is hereby expressly incorporated within the Contract.

7.3 Both parties shall immediately return to each other any information provided, either upon demand, or upon
termination of this agreement, including all copies made by either Party.

7.4 Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or
details, of this agreement or make any reference to each other, the business of either to any third party by any
means, and through any medium (including but not limited to advertising, web site references, photographs,
articles, press releases or interviews, speeches or programs) without obtaining prior written consent.

8. Term and Termination

8.1 We are not entering in any contract with RADIUS HOLDINGS (GOTO.COM.PK), we will provide our products to
RADIUS HOLDINGS (GOTO.COM.PK) on mutually agreed price i.e ___ discount on retail prices(On prices
available at website) considering RADIUS HOLDINGS (GOTO.COM.PK) as buyer no commission agreement will
be available.
For and on behalf of RADIUS HOLDINGS (GOTO.COM.PK) For and on behalf of Vendor

_____________________ ________________________
Name & Stamp: Name & Stamp:
(Authorised Signatory) (Authorised Signatory)
Designation: Designation:

CNIC: CNIC:

Witness 1 Witness 2

______________________ ________________________

Name: Name:

Designation: Designation:

CNIC: CNIC: