Daas
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1. Term
This Agreement shall be valid for a period of 12 months ("Term") subject to the terms and conditions as stipulated under this Agreement and unless mutually terminated earlier by the Parties as per terms of this Agreement. For all purposes, this Agreement shall be renewed automatically for each consecutive Term of 12 months unless otherwise agreed by Parties in writing.
2. Scope and Consideration
Pursuant to the Purpose, Peppo shall be entitled to charge a X% of commission + GST for every Deal redemption on the discounted bill value on the Platforms ("Commission").
In case any Party is under a legal obligation to deduct tax at source, the said Party shall be entitled to make such a deduction (strictly in accordance with law), promptly deposit the same with the Government, and issue a certificate to the other party evidencing such deduction and deposit of tax at source on their behalf with the Government.
Each Party shall be responsible for payment of its respective income tax(s) including TDS provisions, or other applicable tax(s) and compliance requirements.
3. Obligations of the Parties:
Obligations of Company - Company shall make available all necessary information and details that Peppo shall require to be able to list the Deals on its online platforms, in advance;
b) Company shall agree and comply with all terms and conditions as stated under Annexure
(ii) Obligations of Peppo-
Peppo shall facilitate the listing of the Deals on the Platforms as per terms of this Agreement.
4. Confidentiality
Both Parties agree that the contents of this Agreement and all information, tangible or intangible, exchanged during the subsistence of this Agreement with each other about the working, operations, systems, customers, methods, processes, product(s), business plans, technical design and data etc. ("Confidential Information") without any exception are and shall be treated as Confidential and Proprietary and shall not use such information other than for the purposes of carrying out the purposes of this Agreement or be divulged to any third party except if required under law or for obtaining legal advice relating to this Agreement. Both Parties will adopt procedures to ensure that such Confidential Information is kept confidential at all times by their employees, consultants, directors and associates. Provided that these restrictions shall not apply in respect of such Confidential Information:
(i) that becomes generally available to the public other than as a result of disclosure by the
Disclosing Party or by the Disclosing Party's representatives; or
(ii) was available to the Receiving Party on a non-confidential basis prior to its disclosure to the receiving Party by the Disclosing Party or its agents, advisors or representatives; or
(iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its agents, advisors or representatives when such source is entitled, to the best of the Receiving Party's knowledge, to make the disclosure to the Receiving Party.
(iv) is independently developed by Receiving Party without the use of any Confidential Information, provided that the Receiving Party is able to satisfactorily demonstrate to the Disclosing Party such independent development.
5. Representation and Warranties
Each Party represents and warrants to the other that: (1)it is duly formed and validly existing under the laws of India, is solvent and is otherwise qualified to carry on its business and operations; (ii) it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate or other actions to do so; (iii) it has full right, title and interest in and to all of its trade names, trademarks, service marks, logos, symbols and other proprietary marks, which it provides to the other Party to use, for the purpose of this Agreement, and that the use of Intellectual Property provided by a Party to the other Party as per this Agreement shall not infringe the Intellectual Property Rights of any third Person; (iv) there are no judicial or administrative actions, proceedings or investigations pending or threatened against either Party, which have or are reasonably likely to have, a material adverse effect on its capacity to perform its obligations under this Agreement; (v)the execution and performance of this Agreement by either of the Parties does not and shall not violate its constitutive documents (if applicable), any existing agreement with any party or any applicable law.
6. Termination
(i) Either Party may terminate this Agreement in writing by providing a thirty (30) days' prior
written notice to the other Party; (ii) Either Party may terminate this Agreement in the event the other Party violates its covenants, representations, deliverables and/ or responsibilities and fails to rectify such violation even after receiving a written notice of 10 days from the other Party in this regard. (iii) The termination of this Agreement shall not relieve either Party of its obligations and liabilities arising or accruing prior to such termination.
7. Indemnity
Without prejudice to the other provisions of this Agreement and/or any other rights of both the Parties, Company ("Indemnifying Party") agrees to indemnify and keep indemnified Peppo, its directors, employees and agents ("Indemnified Party") from and against any civil or criminal liability and all actions, suits, claims, proceedings, costs, damages, judgements, penalties, amounts paid in settlement and expenses (including, without limitation, attorneys' fees and disbursements) incurred or suffered by the Indemnified Party arising out of or resulting from any inaccuracy in or breach of the representations, warranties, terms, undertakings made by the Indemnifying Party. This clause shall survive the termination or expiration of this Agreement.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India and the courts at Mumbai shall have exclusive jurisdiction in relation to any disputes arising under this Agreement, subject to Clause 9. It is hereby agreed hereto that for the enforcement of the rights of one Party against the other under this Agreement, the courts at Mumbai shall have exclusive jurisdiction.
9. Dispute Resolution:
Any and all disputes, controversies, and conflicts between the Parties in connection with or arising out of this Agreement ("Dispute") shall, so far as possible, be settled amicably between the Parties within a period of 60 (Sixty) days from the Dispute having arisen.
Failing such an amicable settlement, it is agreed by and between the Parties hereto that in case any Dispute arises between the Parties hereto relating to any of their rights or duties or relating to the interpretation of any terms of conditions stipulated herein, the same shall be referred to a single arbitrator to be appointed by mutual agreement between the Parties.
All proceedings in any such arbitration shall be conducted in the English language. The procedure for arbitration shall be held in accordance with the Arbitration and Conciliation Act, 1996. The arbitral award shall be substantiated in writing and the arbitral tribunal shall also have the right to decide on the costs of arbitration proceedings. The arbitral award shall be final and binding on the Parties, and enforceable against the Parties.
The arbitration proceedings shall take place at Mumbai.
10. Force Majeure:
Neither Party will be liable for failure to perform the obligations directly as a consequence of an unforeseeable event which is beyond the reasonable control of the affected Party, such as an act of God, natural disasters, riots, warfare, epidemic, pandemic (including but not limited to COVID-19), change in law, administrative or executive order, judicial order, government restrictions, lock-downs, change in law and any event of like nature, outbreak of disease including but not limited to epidemic, pandemic and which essentially suspends the performance of the Agreement ("Force Majeure").
In the event a Force Majeure scenario shall continue unabated for a period of 30 days, the Party suffering such Force Majeure event hereto shall have the right to terminate this Agreement by furnishing written notice to the other with immediate effect, OR, the Parties may mutually decide to extend the Agreement on mutually agreed terms.
11. General:
(a) This Agreement is on a Principal-to-Principal basis. The relationship of the Parties under this Agreement is and at all times shall remain that of independent entities and accordingly this Agreement shall not create any employer and employee or principal and agent relationship between 3 4 the Parties. Nothing in this Agreement shall be construed to create nor shall it be deemed to create any partnership, joint venture, franchise, employment or agency relationship between the Parties or their representative or employees, consultants, agents, servants etc. and accordingly, neither Party shall represent itself as having, nor does either Party have, the right, power, or authority to bind or otherwise create any obligation or duty, express or implied, on behalf of the other Party in any manner whatsoever.
(b) This Agreement shall constitute the entire Agreement between the Parties hereto relating to the subject matter thereof, and there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. Any variation, addition and modifications of this Agreement between the parties shall be valid only if in writing and signed by the persons authorized.
(c) It is expressly understood that if either Party, on any occasion, fails to perform any term of this Agreement, or the other Party does not enforce that term, the failure to enforce on that occasion shall not prevent enforcement on any other occasion.
(d) If any term of this Agreement is held to be invalid or unenforceable under any law in force in India, the remaining terms of this Agreement shall remain and continue to have in full force and effect unless the illegality or the unenforceability invalidates the very basis of this Agreement.
(f) Company shall not be entitled to assign any of its rights and obligations under this Agreement without Peppo's written consent.
IN WITNESS WHEREOF the Parties have put their hands on the day and year herein above written.
Digital Invoice
Terms and Conditions
Service Description: Peppo's Digital Invoice product facilitates the generation and transmission of digital invoices for businesses. The service integrates with the business's internet-connected system to receive invoice details, generates invoices in the business's pre-determined format, and initiates delivery to the end customer using the business's communication channel.
Service Limitation: Peppo's role concludes upon the initiation of invoice delivery. Any issues arising post-delivery, including but not limited to disputes, payment discrepancies, or customer inquiries, are the sole responsibility of the business utilizing Peppo's Digital Invoice product.
User Responsibilities: Businesses using Peppo's Digital Invoice product are responsible for ensuring the accuracy of invoice details transmitted to the service. Any discrepancies or errors in the transmitted information are the responsibility of the business.
Intellectual Property: All intellectual property rights, including but not limited to trademarks, patents, and copyrights associated with Peppo's Digital Invoice product, remain the exclusive property of Peppo. Users may not duplicate, modify, or reverse engineer the service without explicit authorization.
Liability Limitation: Peppo shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use the Digital Invoice product, including but not limited to loss of profits or business interruption.
Termination: Peppo reserves the right to terminate or suspend access to the Digital Invoice product for any user or business found to be in violation of the terms and conditions outlined herein.
Updates and Modifications: Peppo retains the right to update, modify, or revise these terms and conditions at any time without prior notice. Users are encouraged to regularly review the terms for any changes.
Ownership and Rights:
All intellectual property rights associated with the Digital Invoice product, including but not limited to software, APIs, trademarks, patents, trade secrets, and any related documentation, remain the exclusive property of Peppo.
License and Usage:
Peppo grants the business a limited, non-exclusive, non-transferable license to use the Digital Invoice product solely for the purpose of implementing and managing the loyalty program. This license does not grant the Brand any rights to modify, reproduce, distribute, create derivative works, reverse engineer, or attempt to extract the source code of the Product.
Protection of Assets:
The Brand agrees not to infringe upon or challenge Peppo's intellectual property rights associated with the Product. This includes refraining from copying, imitating, or using similar trademarks, designs, or functionalities that may be associated with the Digital Invoice product without explicit permission from Peppo.
Confidentiality of Technology:
The business acknowledges that the Digital Invoice product contains proprietary and confidential information. The business agrees not to disclose, disseminate, or make accessible any aspects of the technology, algorithms, or underlying code to any third party without Peppo's prior written consent.
Indemnification:
The business agrees to indemnify and hold Peppo harmless from any claims, damages, losses, or liabilities arising out of the business’ unauthorized use, modification, or misappropriation of Peppo's intellectual property rights associated with the Digital Invoice product.
Survival of Clause:
The provisions regarding protection of Peppo's intellectual property rights shall survive the termination or expiration of any agreement between Peppo and the business.
Governing Law: These terms and conditions are governed by the laws of Bangalore, India, and any disputes arising shall be subject to the exclusive jurisdiction of the courts in Bangalore, India.
By using Peppo's Digital Invoice product, users agree to abide by these terms and conditions.
Privacy Policy
Peppo adheres to a strict privacy policy regarding user data. Personal and business information collected during the use of the Digital Invoice product is solely used for service provision and will not be shared with third parties without explicit consent, except as required by law.
Refund Policy
Peppo does not provide refunds for the Digital Invoice product, as the service is deemed initiated and concluded upon the delivery initiation of the invoice. Refund requests will not be entertained after this stage.
RewardX
Terms and Conditions:
Service Usage:
Peppo's RewardX product ("the Product") is offered to brands ("the Brand") for implementing customized loyalty programs. By using the Product, the Brand agrees to these terms and conditions.
Ownership:
All data, insights, and information generated through the Product as part of the loyalty program are owned solely by the Brand. Peppo does not claim ownership of any data or intellectual property generated or fed into the engine by the Brand.
Confidentiality:
Peppo agrees to store and handle customer information provided by the Brand exclusively for the loyalty program and will not share this information with any third party without the express permission of the Brand.
API Usage:
The Product offers multiple APIs for loyalty program constructs. The Brand agrees to use these APIs in accordance with the provided documentation and guidelines. Any misuse or unauthorized access to APIs may result in suspension or termination of access to the Product.
Integration and Channels:
The Product can integrate with multiple distribution channels to create an omni-channel loyalty program. Peppo will endeavor to ensure smooth integration, but cannot guarantee compatibility with all third-party systems or channels.
Data Protection:
Peppo undertakes measures for data protection, including encryption and secure storage. However, the Brand acknowledges that Peppo does not verify the authenticity or intellectual property rights of data fed into the Product by the Brand.
Liability:
Peppo is not liable for any losses, damages, or issues arising from the Brand's use of the Product, including but not limited to data breaches, system interruptions, or inaccuracies in the loyalty program's functioning.
Modification of Terms:
Peppo reserves the right to modify these terms and conditions at any time. The Brand will be notified of any changes, and continued usage of the Product after modifications constitutes acceptance of the updated terms.
Ownership and Rights:
All intellectual property rights associated with the RewardX product, including but not limited to software, APIs, trademarks, patents, trade secrets, and any related documentation, remain the exclusive property of Peppo.
License and Usage:
Peppo grants the Brand a limited, non-exclusive, non-transferable license to use the RewardX product solely for the purpose of implementing and managing the loyalty program. This license does not grant the Brand any rights to modify, reproduce, distribute, create derivative works, reverse engineer, or attempt to extract the source code of the Product.
Protection of Assets:
The Brand agrees not to infringe upon or challenge Peppo's intellectual property rights associated with the Product. This includes refraining from copying, imitating, or using similar trademarks, designs, or functionalities that may be associated with the RewardX product without explicit permission from Peppo.
Confidentiality of Technology:
The Brand acknowledges that the RewardX product contains proprietary and confidential information. The Brand agrees not to disclose, disseminate, or make accessible any aspects of the technology, algorithms, or underlying code to any third party without Peppo's prior written consent.
Indemnification:
The Brand agrees to indemnify and hold Peppo harmless from any claims, damages, losses, or liabilities arising out of the Brand's unauthorized use, modification, or misappropriation of Peppo's intellectual property rights associated with the RewardX product.
Survival of Clause:
The provisions regarding protection of Peppo's intellectual property rights shall survive the termination or expiration of any agreement between Peppo and the Brand.
Privacy Policy
Information Collection:
Peppo collects and stores customer information provided by the Brand solely for the loyalty program. This information is not shared with third parties without the Brand's explicit consent.
Data Security:
Peppo employs industry-standard measures to safeguard customer data but does not guarantee absolute security due to inherent risks in digital storage and transmission.
Ownership of Data:
All data, insights, and information generated in the loyalty program are owned by the Brand. Peppo does not claim ownership of this data.
Third-Party Integration:
The Product may integrate with third-party channels for the loyalty program. Peppo does not control the privacy practices of these external platforms.
Changes to Privacy Policy:
Peppo reserves the right to update the Privacy Policy. Any changes will be communicated to the Brand.
Refund Policy
Refunds:
As the Product is offered as a service, refunds are not generally provided.
Termination:
The Brand may terminate the use of the Product at any time. Upon termination, access to the Product will cease, and no refunds will be provided for any remaining period.
Modification of Policy:
Peppo reserves the right to modify the Refund Policy. Any changes will be communicated to the Brand.