Agreement

Between

RAAN BUSINESS SOLUTIONS PVT. LTD.

And

XYZ Private Limited

 

This Agreement is made on ___________________    at NOIDA (U.P.), between, RAAN BUSINESS SOLUTIONS PVT. LTD., a Company incorporated under the Companies Act, 1956, and having its registered office at 101, Palm Grove Appt., Sector-50, Noida (herein after called “RBSPL”), which expression shall unless repugnant to the context and meaning thereof, shall include its successors and assigns as party of the first part

And

Mr. ABC  proprietor/Director/Partner of M/s XYZ Private Limited having a place of business at ——————————————————————————————————————————————————– (hereinafter referred to as “XYZ”). Assigns as party of the second part;

WHEREAS

  1. RBSPL is technology provider for digitalization of the Retail Stores/ Restaurants/Office/ Corporate Cafeterias/ Educational Institutes/Universities Messes in India through its self-developed “Discovery and Ordering Platform”(hereinafter called D&O), comprising of Mobile User Application, Admin/Vendor Software Dashboard and Vendor Mobile Application named “DroptheQ”.
  2. XYZ is engaged in the business of ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
  3. XYZ has shown its interest in being registered with the D&O of the mobile/online app “DroptheQ”
  4. RBSPL has agreed to register XYZ as one of the merchants under the D&O of the mobile/online app “DroptheQ”
  5. Both RBSPL and XYZ  are referred to as “Parties” collectively and individually as “Party” and have mutually agreed to be bound by the terms and conditions mentioned hereinafter

NOW, THEREFORE, this agreement witnesseth as under:

Article 1 – PURPOSE

  1. As RBSPL has created a D&O Platform “DroptheQ” for the Digital transformation of Retail Stores/ Restaurants/ Corporates/ Educational Institutes/ Universities cafeterias/Messes etc so the XYZ has decided to be registered at the DroptheQ D&O Platform to avail the services and to pay a fees for the availed services as mentioned below.

Article 2 – SCOPE OF WORK   

  1. RBSPL hereby agrees to
    1. Create an Online Store for XYZ at their online Platform DroptheQ, where the customers can Select, Order and Pay Online from XYZ 24×7 for self-Pick up/ Take away.
    2. provide the requisite mobile interface XYZ wherein all the back-end technology is incorporated to discover and accept/reject the orders for takeaway/pickup by the customer and/or for Delivery Services organized by XYZ at its own expense as well as enable XYZ to keep track of the orders and other relevant information;
    3. provide Training to operate DroptheQ to the end customer and the employees of XYZ.
  2. XYZ hereby agrees to
    1. take full responsibility of the Quality, Authenticity, Correctness and Quantity of the Goods/Food sold to the customers. RBSPL shall not, in any manner whatsoever, be responsible for the above said attributes of XYZ.
    2. Incase Customer asks for Delivery, then XYZ shall use its own resources to make the deliveries to the customer.
    3. work in complete coordination with RBSPL to deliver 100% Customer Satisfaction.
    4. use the account created in the D&O platform to provide authentic details of its products/items and keep the list and inventory of the products updated and amended as per prevailing circumstances and existing inventory.
    5. pay for the utilization of services in a time bound manner as agreed hereunder.

Article 3 – FEES & PAYMENT SETTLEMENT PROCESS

    1. XYZ shall pay a facilitation fee as decided mutually and mentioned in the Merchant Registration Form, per Order to RBSPL on every order, generated on the DroptheQ O&D Platform on its online store.
    2. XYZ shall pay the GST @18% extra on the facilitation fees.
    3. In addition to the charges mentioned at a& b above, XYZ shall pay the Payment Gateway Charges + GST to RBSPL. The payment Gateway charges shall be, ranging from 0.5% to 3% (GST extra @18%), depending upon the mode of payment i.e Credit Cards, Debit Cards, Wallets, UPI, Net banking etc., chosen by the “DroptheQ” User Mobile Application user.
    4. XYZ shall pay daily the total facilitation fees (inclusive of all orders met with during the day) alongwith GST, to RBSPL.
    5. Settlement of the due amount to the Vendor’s account shall be done in T+2 working days after receipt of payment from the payment gateway provider/bank and after deducting the Facilitation Fee, the Transaction charges + This settlement is subject to the prompt receipts of payments from the payment gateway service provider/bank. In case of any delay caused by the Payment Gateway service provider due to reasons not attributable to RBSPL then the settlement of the amount shall be done post receipt of the payments and RBSPL shall not be liable at any time due to the delay in receipts.
    6. In cases where customers have claimed refund/return, such amount shall be adjusted by RBSPL and the said amount shall be deducted from the settlement of the due amount to XYZ. In such event, if the refund/return payment take more time than usual, then the settlement of amounts due to XYZ shall be dependent upon the clearance and adjustment of all refunds/returns.
    7. The facilitation fees may be revised at the discretion of RBSPL from time to time after giving due notice of its intent in writing to XYZ.
    8. RBSPL reserves the right to change or stop the offers running on its platform for vendors and customers at any time it deems appropriate for the business. The the redemption of the offer amount also depends upon the successful due diligence by RBSPL

ARTICLE 3A OBLIGATION OF PARTIES:

3A.1    RBSPL shall:

3A.1.a)                    endeavor to take reasonable measures to ensure user friendly interface that enables consumers to place orders with XYZ. It is however clarified that RBSPL does not guarantee any placement of minimum orders whatsoever towards XYZ’s platform.

3A.1.b)                     keep all information procured from XYZ for registration and other purposes, confidential and RBSPL shall be allowed to use such information in strict accordance with the provisions of this Agreement or in consent with XYZ, as the case may be .

3A.1.c)                        make all reasonable efforts to ensure that the D&O Platform is in operation at all times and working hours of XYZ. However, RBSPL shall not be liable for any technical glitches or updates due to which XYZ is unable to log-in and/or operate the D&O Platform to receive orders.

3A.2    XYZ shall

3A.2.a)     Keep itself logged in at all times and visible on the D&O Platform on all working hours, undertake orders and/or delivery Services as and when a request for the same is placed by User through the D&O Platform.

3A.2.b)     provide delivery services to the consumer at its own costs and risks without any involvement of RBSPL. XYZ shall be solely responsible for the expeditious delivery services and in accordance with the prevailing traffic and transport laws in place.

3A.2.c)      raise true invoices for the transactions/orders received from the customers at its own costs and risks in physical printed form to be handed over to the customer. It is hereby clarified that RBSPL shall have no responsibility whatsoever on the generation of the invoice whatsoever by XYZ.

3.A.2.c)     All expenses incurred in training the staff or keeping additional staff for maintaining the D&O platform of RBSPL shall be borne exclusively by the XYZ.

3.A.2.d)     undertakes to conduct itself with honesty, discipline and in accordance with the policies and instructions of RBSPL at all times., XYZ shall provide details and offers of its products in a transparent manner and shall not commit any fraud while providing services/ completing orders or otherwise commit any act or omission, to gain any undue advantage.

XYZ agrees and acknowledges that in case RBSPL strongly believes that XYZ has committed any of the foregoing while undertaking order and/or Delivery Services, RBSPL shall, in addition to its right to terminate the Agreement and supplementary  Terms & Conditions, in its sole discretion reserve the right to (i) disable the XYZ from listing its products/services from the D & O Platform for such time as it deems fit and /or (ii) deduct the undue gains made by XYZ through the fraudulent acts/commission of acts.

3.A.2.e)      maintain the packing of the orders intact and shall at no time damage or open the products or do anything to the orders of the consumers that alters the nature of the products . XYZ shall not do anything else with the orders that it is not specifically permitted to do. XYZ shall also ensure that the products on display are not expired/out-of-date.  In case of any losses suffered on account of damaged or tampered packaging of the products sent to Users, RBSPL shall have the right to recover all losses, if any, from XYZ in addition to damages suffered by RBSPL.

3.A.2.f)       maintain the goodwill and reputation of RBSPL and DroptheQ in regard to maintaining discipline and adhering to the timeline and quality standards. XYZ shall not do any act that adversely affects RBSPL and undertakes to work in adherence to the Applicable Laws as on date and protect the brand image, business reputation or any other asset/property of RBSPL and/0r DroptheQ.

3.A.2.g)      keep the information secured from RBSPL towards the functioning/interface working as confidential and used only for the purposes as permitted by RBSPL.

3.A.2.h)      maintain all its staff with respect to uniforms/hygiene/health and well being at its costs. Under no circumstances shall RBSPL be liable for the employee remuneration/compensation of XYZ.

3.A.2.i)       make timely payments of the facilitation fees and other fees as applicable from time to time towards RBSPL.

 

 Article 4- INDEMNITY

 4.1    RBSPL shall indemnify and hold the XYZ, its directors, managers, officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney fees and costs) (“Losses”) arising from claims, demands, actions or other proceedings as a result of:

  1. fraud, negligence and wilful misconduct by RBSPL in the performance of this Agreement;
  2. violation of Applicable Laws in the performance of this Agreement;
  3. claim that the Services infringe intellectual property or any other proprietary right of a third party; or
  4. breach of RBSPL’s confidentiality obligations under Clause 7.

4.2   The XYZ shall indemnify and hold RBSPL, its directors, managers, officers, employees and agents harmless from and against all Losses arising from claims, demands, actions or other proceedings as a result of:

  1. fraud, negligence and wilful misconduct by the XYZ in the performance of this Agreement;
  2. violation of Applicable Laws in the performance of this Agreement;
  3. breach of the XYZ’s obligations under Clause 7 and Clause 8;
  4. disputes raised by the Customer in relation to a Transaction where such dispute is not attributable to RBSPL Services;
  5. fines, penalties and charges imposed by the Acquirer, Card Payment Networks or any Governmental Authority on account of Transactions that are in violation of Applicable Law.
  6. Any dispute/ Civil suite/Criminal Suit filed in the court of Indian Law due to poor/bad quality of food, quality of delivery services, if any, overcharging the consumers for the products offered in addition to delivery charges etc.
  7. Any data leaks/data share happening from the account of XYZ without the knowledge and consent of RBSPL;

 

Article 5-  LIMITATION OF LIABILITY

5.1       Neither Party shall be liable for special, incidental, indirect, consequential, exemplary or punitive damages under any theory of contract, tort, strict liability, statute or under any other legal or equitable principle or otherwise, arising out of or in any manner connected with this Agreement and regardless of whether such Party has been informed of, or might have anticipated, the possibility of such damages.

5.2       Except with respect to Losses arising from (i) claims pursuant to breach of Clause 8; and (ii) fraud, negligence and wilful misconduct, the aggregate liability of RBSPL under this Agreement shall not exceed an amount equal to RBSPL’s Fees received or receivable in respect of the loss arising from the particular Transactions settled during the last one (1) month period prior to the date of claim.

Except with respect to Losses arising from (i) claims pursuant to breach of Clauses of this agreement; and (ii) fraud, negligence and wilful misconduct, the aggregate liability of XYZ under this Agreement shall not exceed an amount equal to five times the XYZ’s Fees received or receivable in respect of the losses arising from the Transactions settled during the last one (1) month period prior to the date of claim.

Article 6 – ARBITRATION

In case of dispute(s)/differences(s) arising between the Parties, they shall make every effort to resolve it amicably within 30 days from the commencement of such disputes, failing which such disputes/ differences shall be referred under Arbitration. The proceedings will be as per the Indian Arbitration and Conciliation Act, 1996 or any statutory modification thereof.

The appointment of sole arbitrator shall be done mutually between the parties.

The venue for the arbitration shall be NOIDA (U.P.) and official language for the same would be English. The decision of the Arbitrator shall be final and binding on the parties to this MOU.

This MOU shall be governed in accordance with the laws of India. The Civil Courts at NOIDA (U.P.) will have jurisdiction in all matters arising out of and / or concerning this MOU.

Article 7 – TERMINATION

7.1       Termination without Cause

Subject to Clause 7.2 and Clause 7.3, this Agreement may be terminated by either Party by giving to the other Party a prior written notice of thirty (30) days (“Notice Period”).

7.2   Termination for Cause:

Either Party (“Affected Party”) may terminate this Agreement if the other Party (“Breaching Party”):

7.2.1 Commits a material breach of any of the terms and conditions of this Agreement, which if capable of cure or remedy, is not cured or remedied by the Breaching Party to the Affected Party’s satisfaction, within a period of fifteen (15) days from the date of issue of notice by the Affected Party informing the Breaching Party of such breach; It is submitted that in case of such material breach by XYZ, then RBSPL shall have the right to claim damages quantified as per actuals and interest SBI Bank prime lending rate plus 4% p.a, from the date of breach committed till the realisation of the amount.

7.2.2 is facing any insolvency, receivership, winding up, liquidation or bankruptcy proceedings (collectively referred to as “Proceedings”) whether commenced voluntarily or brought against it involuntarily if such Proceedings continue beyond ninety (90) days;

7.3 Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

7.4 This agreement shall be valid for 1 year from the date of issue. Post expiry of 1 year, the parties hereto shall have the option to mutually extend the terms and conditions of the agreement as it is for another 1 year, or else the parties are at liberty to enter in a fresh contract with such terms and conditions as may be deemed correct.

Article 8 – AMENDMENTS

This agreement shall be amended only with the mutual agreement of the Parties, which shall be in writing and signed by the duly authorized representatives of the Parties.

However, with respect to revision in prices of the facilitation fees, RBSPL is at liberty to revise the prices after duly informing the XYZ in writing of the price change.

Article 9 – OWNERSHIP OF INTELLECTUAL PROPERTY

9.1       All data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), “know-how”, new uses and  processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software (collectively referred to as “Intellectual Property”): (a) related to the Services contemplated under this Agreement, (b) pertaining to the RBSPL’s “DroptheQ” Dashboard and User and vendor Mobile Application that are (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice, by RBSPL or any of its Affiliates, as a result of the Services performed by RBSPL or such Affiliate shall be and remain the exclusive property of RBSPL or such Affiliate. For the avoidance of any doubt, intellectual property created by RBSPL or its Affiliate in the course of undertaking its duties and obligations under or during the Term of this Agreement is presumed to be owned by RBSPL (or the Affiliate) unless otherwise stated in writing.

10.2       RBSPL hereby grants to Client, for the Term of the Agreement, a non-exclusive,  non-assignable, non-sublicensable and revocable license to use RBSPL’s “DroptheQ” User and vendor Mobile Application and Dashboard.

10.3       Except as specified in Clause 7.2, nothing contained in this Agreement shall be construed to grant any rights and title to the Client in the Intellectual Property.

10.4     Upon termination of this Agreement all rights relating to the Intellectual Property developed by RBSPL during the Term of this Agreement along with modifications thereto shall continue to vest with RBSPL and the Client shall not have any right whatsoever over such Intellectual Property.

 

ARTICLE-12  RELATIONSHIP OF PARTIES

RBSPL is an independent business venture and this agreement is a principal-to-principal contract. It is hereby agreed that this agreement does not and shall not construe or create any partnership, joint venture, employment, agency, franchise, sales representative or any vicarious and absolute liability relationship between RBSPL and XYZ. It is clearly understood and agreed that under these T&C no relationship of employer and employee exists between DROPTHEQ and XYZ. XYZ shall not raise any claim for permanent association with RBSPL as vendor partner etc.

Article 13- CONFIDENTIALITY

Each Party shall be under obligation to keep the information, documents and matter related to this  agreement in strict confidence and bind all of its employees/ associates/ consultants to keep in strict confidence all information, documents received directly or indirectly from the other Party under this MOU and shall not at any time disclose such information, documents to any third Party without prior written consent of the other Party. The Parties agree to treat any document, trademarks,reports and other information received from the other Party as confidential from time of receipt until 3 (three) years from the date of fulfillment or earlier termination of the MOU.

Any such disclosure to a third Party shall be limited to the extent required for the purpose of this agreement and the third Party shall be bound to the provisions of confidentiality of use as expressed herein.

Article 14 Non-Exclusivity

This Agreement is not exclusive. RBSPL may enter in similar agreements of the type contemplated herein with other persons/firms/companies etc and XYZ is at liberty to put its business on display on other similar D&O platforms.