Vendor Marketplace Agreement

This Master Vendor Marketplace Agreement (“Agreement”) constitutes a legally binding electronic contract entered into between Fieldr Sports Pvt Ltd (formerly FTR PlayPro Sports Pvt Ltd), a company incorporated under the Companies Act, 2013, bearing CIN U92410KA2024PTC000000, having its registered office at Bengaluru, Karnataka (the “Company” or “Fieldr Sports”), and the registered commercial entity or individual seller (“Vendor” or “Seller”).

This Agreement is concluded electronically in accordance with Section 10A of the Information Technology Act, 2000. By completing online KYC onboarding, affixing an electronic/digital signature (DSC or Aadhaar eSign), or clicking “I Accept” with OTP verification, the Vendor agrees to be bound by all terms, conditions, and Annexures set out herein.

1. Appointment and Marketplace Scope

The Company hereby appoints the Vendor, on a non-exclusive basis, to list, market, and sell verified sports equipment, construction aggregates, synthetic turf, lighting, acrylic flooring, and turnkey engineering services to Buyers on the Platform.

The Vendor acknowledges that the Company acts as an intermediary marketplace facilitator under the Information Technology Act, 2000 and the Consumer Protection (E-Commerce) Rules, 2020. The contract of sale for every Transaction is concluded directly between the Buyer and the Vendor.

2. Onboarding, KYC and Documentation (Annexure 1)

Prior to listing any products or responding to RFPs, the Vendor must complete mandatory KYC verification by submitting:

• Certificate of Incorporation / Partnership Deed / Udyam MSME Registration.
• Valid GST Registration Certificate (GSTIN) and Permanent Account Number (PAN).
• Bank Account Details with a cancelled cheque or bank verification letter for automated settlements.
• Authorisation letter / Board Resolution for the authorised signatory operating the vendor account.
• Product-category certifications (BIS conformity certificates, lab test reports for turf shock-pads/lighting, and brand distribution authorisation).

3. Listing Standards and Catalogue Policy (Annexure 3)

• Listings must be truthful, complete, in English, and accurate regarding dimensions, technical specifications, warranty terms, and stock availability.
• Mandatory disclosures: Country of origin, MRP, net price inclusive/exclusive of taxes, manufacturer/importer details, and BIS standards where applicable.
• Strict prohibition on counterfeit, grey-market, refurbished, or safety-recalled products.
• The Vendor grants Fieldr Sports a non-exclusive, royalty-free licence to display its brand marks, product imagery, and technical brochures on the Platform.

4. Order Fulfillment and Service Level Agreements (Annexure 4)

• Order Confirmation SLA: Within twenty-four (24) hours of order placement.
• Dispatch SLA: Within the stated lead time (standard items dispatched within 48 hours; custom turf/materials within agreed dispatch schedule).
• Cancellation Threshold: Vendor-initiated cancellation rate due to stock-outs must not exceed 2.0% per calendar month.
• Buyer Query Response: Initial response within forty-eight (48) hours of notification.
• Packing & Logistics: Vendor must generate and affix standard 4×6 thermal shipping labels and include Delivery Challans.

5. Commission, Fees and Tax Deductions (Annexure 2)

In consideration for marketplace facilitation, the Company charges a platform commission as published in the category rate card (standard 5% to 15% depending on category), plus applicable GST.

Statutory Tax Withholding:

• Tax Collected at Source (TCS): The Company shall collect and deposit TCS at the prescribed rate under Section 52 of the Central Goods and Services Tax Act, 2017.
• Tax Deducted at Source (TDS): The Company shall deduct TDS under Section 194O of the Income-tax Act, 1961 (1% on gross marketplace sales) where applicable.

6. Settlement Cycle and Escrow Holds

Net settlement payments (Gross order value minus platform commission, TDS/TCS, and approved return deductions) shall be credited to the Vendor's registered bank account on a T+7 business day cycle following verified delivery confirmation.

The Company may hold settlement funds in escrow in the event of active buyer quality disputes, unverified shipping tracking, or suspected intellectual property infringement until resolution.

7. Reverse-Auction RFPs and Turnkey Bidding

Vendors may discover and bid on published turnkey construction RFPs. Submitted bids constitute binding commercial quotes. Upon award by the Buyer and Admin confirmation, the Vendor is legally bound to execute the scope of work according to the submitted Bill of Quantities (BOQ) and timeline.

8. Warranties, Indemnity and Non-Solicitation

The Vendor warrants that all supplied goods and civil installations conform to high commercial standards, are free from design and manufacturing defects, and comply with all applicable safety norms.

The Vendor agrees to indemnify and hold harmless Fieldr Sports, its directors, and officers against any third-party claims, product liability actions, tax penalties, or intellectual property infringement arising from the Vendor's listings, products, or on-site workmanship.

During the term and for twelve (12) months thereafter, the Vendor shall not solicit for employment any employee of Fieldr Sports with whom it interacted in connection with this Agreement.

9. Electronic Execution and Evidentiary Admissibility

The Parties agree that the system-generated Acceptance Record (including timestamp, IP address, KYC identity, and unique hash), together with a certificate under Section 63 of the Bharatiya Sakshya Adhiniyam, 2023 (and Section 65B of the Indian Evidence Act, 1872), shall constitute conclusive proof of the execution and enforceability of this Agreement.

10. Governing Law and Arbitration

This Agreement shall be governed by the laws of India. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, Karnataka, and proceedings shall be in English.