BILLING AND PAYMENT GUIDELINES FOR PARTNERS
Invoices in the name of Yellow Seed Content Solutions Private Limited
5/A Basant Mahal, Nana Phadnavis Road, Wadala East, Mumbai 400037]
GST Number: 27AAACY5449C1ZB
Your bill must have
1. Our GST number & Address.
2. Your GST number mentioned along with your complete address, bank account details & pan card number,
3. Work order number,
4. Email address and/or contact number
5. Carry a physical signature on the bill.
If you do not have a GST number, you must mention the following on your invoice: “This is to certify that our services and products do not attract GST as per government norms and all prices mentioned here are final and inclusive of all taxes/costs”
All payments shall be made within 30 working days of successful completion of the said assignment. No advance payments for consignments and production orders shall be made. Billing address shall be same as Delivery address mentioned in the PO/Work Order.
TERMS & CONDITIONS FOR CONTENT PROJECTS
A. All content creation project costs shall by standard rule, include one round of changes valid for up to 30 days of final submission. The Writer/Producer agrees that one round of changes is exclusive of correction work due to a gap in following content/brief guidelines set at the time of initiating work.
B. As a vendor partner/freelance writer, you are bound by clauses on confidentiality signed at the time of on boarding. No work done for The Company can be shared on social media or passed on as part of your portfolio to showcase without the express written consent of the company. The Company can choose to not grant permission for any information to be shared on social media. In case of refusal of permission, the vendor partner/freelance writer is liable to this clause.
CONDITIONS AND LIABILITIES:
A. The obligation to provide accurate information: As a content creator, you acknowledge and agree that any of the following actions or inaction shall constitute a material breach of the PO and shall be sufficient ground for cancellation of PO by the Company.
1. Any inaccurate or unreliable information or misrepresentation w.r.t delivery of content
2. If any of the content is found to be plagiarized or copied from other sources without clear declaration.
3. Any other instance of gross negligence or willful misconduct on your part. The Company can choose to not grant permission for any information to be shared on social media. In case of refusal of permission, the vendor partner/freelance writer is liable to this clause.
B. You are liable to charge/pay GST/Taxes on your services to the company. In case you choose not to do so, you hereby indemnify the company and its employees from any tax liability that arises due to non-compliance of statutory requirements/standard regulations. You agree that any statutory collection required by the company on your assignment that may become payable on account of not charging taxes may be deducted at the time of final payment to you. The Company shall have no liability to reimburse/pay this amount to you as a vendor partner/freelance writer or in any other capacity whatsoever.
C. The vendor partner/freelance writer shall be responsible for all procedural compliances related to the payment of Indirect Taxes, including CGST, SGST, UTGST, IGST under the Contract including filing of returns and payment of taxes and shall solely be responsible for any proceedings initiated by any Competent Authority, in respect of any non-payment, short-payment, non-compliance, penalty, interest or other such issue, and for all liabilities and expenses related to such proceedings. Any costs arising to the Company on account of default of the Vendor partner/freelance writer in the filing of returns or payment of taxes or both shall be borne entirely by the vendor partner/freelance writer.
D. The vendor partner/freelance writer shall indemnify and keep indemnified the Company against all loss, damages, claims or expenses which the Company may be put to arising from any default by the Vendor in filing returns, payment of tax, issuance of tax invoice or other required documents as aforesaid or any other default or non-compliance by the Vendor of the requirements under any tax law including laws related to GST.
CONDITIONS FOR GOODS AND PRODUCTION
A. Delivery Instructions for Goods and Production: Prior to delivery, vendor partner shall obtain all details for effective delivery of goods deliveries at the desired delivery location. Any penalties levied on the vendor by statutory bodies or Government bodies for improper documentation, increase in last minute transportation cost or for unauthorized transportation or for any other reason shall be borne by the vendor and on no account will be paid or reimbursed by The Company. The Company reiterates that in any case wherein The Company has been asked to pay any of the above costs or is billed for the same, The Company shall refuse such payment and the same shall be borne by the concerned vendor.
B. Inspection of Goods: All printed material/goods shall be inspected at the site by our Consultants/ Project in charge if found faulty than shall be returned back at vendors cost. In case the company incurs a cost, the same shall be deducted from the final payment to be made.
C. Packaging: The Vendor partner shall be responsible for proper packing of the goods/ material/equipment and transportation of the same by rail, road, sea or air ensures that the same are free from the loss of damage or injury on arrival at their destination. The cost for the same will have to be quoted at the time of estimate and no extra cost shall be payable by the company beyond the PO amount authorized.
D. Inspection & Consequences of Rejection: The supplied goods will be subject to inspection and test, if necessary, and Purchaser's inspectors/ Consultants decision as regards acceptance/rejection of goods/jobs shall be final and binding on the parties. If any goods/jobs are rejected the Company shall be at liberty to: Allow the Vendor partner to replace/rectify those rejected goods within a time specified by The Company/team placing the order.
E. The Vendor partner shall bear the cost of replacement/rectification and other associated costs like freight etc. without being entitled to any extra payment in such a case, or, Buy the quantity of goods rejected or others of a similar nature elsewhere at the risk and cost of the Vendor Partner without affecting the Vendor's liability as regards the supply of any further consignments due under the contract, or terminate the contract/cancel the purchase order, and recover from the Vendor Partner the loss that the purchaser/company may thereby incur. The Vendor partner shall not be entitled to any gain on the repurchase.
F. The goods rejected by Purchaser's Inspector / Consultant must be removed by the Vendor within 2 days from the date of receipt of Intimation of rejection and at his own cost, failing which the Vendor shall be liable to pay storage charges at 1% per each day of delay on the invoice value of the goods. If the goods are not removed within 3 days from the date of intimation of rejection, the goods shall be liable to be sold/discarded by the Purchaser.
G. The obligation to provide accurate information: Vendor partner acknowledges and agrees that any of the following actions or inactions shall constitute a material breach of the PO and shall be sufficient ground for cancellation of PO by Purchaser/ Buyer / the Company.
a. Any inaccurate or unreliable information or misrepresentation provided willfully and intentionally by the Vendor partner such as meeting deadlines and time commitments made to the company w.r.t delivery.
b. Willful failure of Vendor to promptly update the information provided to the company by Vendor partner.
c. Any other instance of gross negligence or willful misconduct on the part of the Vendor.
H. Liquidated Damages: In the event of failure to deliver the goods as per the Dispatch Schedule as provided herewith, the Purchaser reserves the right to impose liquidated damages @ 2% of the value of the goods for each week of delay or part thereof during which the Vendor has failed to deliver the goods due for delivery, subject to a maximum liquidated damages of 10% of value of goods undelivered against the purchase order.
I. Force Majeure: Neither party will be liable to the other for any act done or prevented from so doing by virtue of the occurrence of force majeure conditions such as but not restricted to any event or Chain of events which prevents either party from carrying out its engagements such as lockouts in factories, fire, earthquakes, and floods, embargoes or stoppage of deliveries by Government or under any circumstances which constitute initiation of Force majeure conditions as defined by the law.
J. Confidentiality: All the information provided by the company to execute the PO is strictly confidential and no part shall be disclosed to any other party without the express written consent of the company. In case where The Company denies granting of such permission as mentioned above, the party is liable to keep the said information confidential
K. GST Indemnity: The Vendor partner shall issue an appropriate tax invoice containing all prescribed particulars as required by the relevant statutory indirect tax legislation, including but not limited to a breakup of applicable indirect taxes on the face of the invoice, as may be applicable to the supply being made.
L. In case taxes & duties indicated in Price Schedule subsequently proves wrong, incorrect or misleading, the Company shall have no liability to reimburse/pay to the vendor the excess taxes, fees, levies etc. However, if the taxes/fee levied/imposed are lower than the amount indicated in the Price Schedule, the Company shall be entitled to recover the difference from the Vendor partner.
M. The Vendor partner shall be responsible for all procedural compliances related to the payment of Indirect Taxes, including CGST, SGST, UTGST, IGST under the Contract including filing of returns and payment of taxes and shall solely be responsible for any proceedings initiated by any Competent Authority, in respect of any non-payment, short-payment, non-compliance, penalty, interest or other such issue, and for all liabilities and expenses related to such proceedings. Any costs arising to the Company on account of default of the Vendor in any manner whatsoever in the filing of returns or payment of taxes or both shall be borne entirely by the Vendor partner.
Any cost arising to the Company as a result of default made by the Vendor partner in the issuance of the tax invoice in a manner as required by the applicable legislation, which could result in denial of credit or not taking of credit by the Company, shall be borne entirely by the Vendor partner.
In case of regular default by the Vendor on payment of applicable taxes or filing of returns or issuance of proper documents entitling the Company to avail credit, or rectifying the miss-match, then, notwithstanding anything contained in the contract notwithstanding anything contained in the relevant procedure established by law, the Company shall have the right to terminate the contract forthwith and also shall have the right to recover any loss arising to the Company as a result of the default by the Vendor partner, either by withholding the amounts due to the Vendor or by recovering the said amount from the Vendor partner .
The Vendor partner shall indemnify and keep indemnified the Company against all loss, damages, claims or expenses which the Company may be put to arising from any default by the Vendor in filing returns, payment of tax, issuance of tax invoice or other requisite documents as aforesaid or any other default or non-compliance by the Vendor of the requirements under any tax law including laws related to GST.
Kindly note that the acceptance of this Work Order either through written consent, by manner of signature on any document pertaining to this Work Order and/or by manner of response via electronic mail wherein the Vendor concerned specifies the acceptance of this Work Order shall be deemed to be treated as acceptance of all the terms and conditions stipulated and set out in this Work Order.
For Queries: Please write to email@example.com