eCOMMERCE TRADING PARTNER AGREEMENT

[NOT FOR THE B2B PORTAL]

DATED:

[date]

BETWEEN:
AND

Innobytes

: [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)
(b)
(c)

identification of the sender (authenticated as provided for in clause 4);

the identification of the addressee;
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

4.1

Each 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.

4.2

A 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.
5.1

Receipt of Transmission
A party must send an Acknowledgement of each Message before acting on
it.
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.

5.2.

5.3

If 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

7.

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.
Confidentiality

7.1

Subject to clause 7.2, each party agrees to keep confidential the contents of
a Message.

7.2

The 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/Amendment

8.1

This 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.

8.2

Termination of this Agreement does not, of itself, effect a termination of any

other agreement between the parties.

8.3

The 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.
9.1

Evidence and Contractual Effect

The 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.

9.2

If 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.

9.3

The 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

10.1

Each 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.
A 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.

10.2

11.

Disputes

11.1

The 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.

11.2 If 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

12.1

Except 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.

12.2

A Notice takes effect from the time it is received unless a later time is
specified in it.

12.3

A 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.

13

Law and Jurisdiction

13.1

This 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 representative
for Innobytes Corporation Limited
in the presence of

as authorised representative
for [Vendor]
in the presence of

............................................
([Witness Name])

.............................................
([Vendor Witness Name])

SCHEDULE A
Procedural Guide
1.

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 Adviser Please refer all matters regarding electronic
interchanges to:
B2B Vendor Helpdesk
Phone: 1300 360 695
Email: B2BVendorHelpDesk@team.Innobytes.com
SUPPLIER
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
Type
A
B
C
D

Purchase Order
Remittance Advice
Invoice
Acknowledgment

Format

(ANSI
X12/EDIFACT/ebXML/RosettaNet)