TERMS AND CONDITIONS
WELCOME TO 21NORTH EUROP ASSISTANCE
PLEASE READ THESE CUSTOMER TERMS CAREFULLY BEFORE DOWNLOADING THE APPLICATION AND/OR USING THE SERVICE AND WEBSITE.
TERMS AND CONDITIONS
WELCOME TO 21NORTH EUROP ASSISTANCE
PLEASE READ THESE CUSTOMER TERMS CAREFULLY BEFORE DOWNLOADING THE APPLICATION AND/OR USING THE SERVICE AND WEBSITE.
ONB Technologies India Pvt. Ltd. including its subsidiaries, affiliates, group companies and assignees or “21North“ or “Us” or “We” or ”Service Provider” or “Company” is a company incorporated under the laws of the Republic of India, whose registered office is at Sy no 73/1, 73/2, 74(p), 75(p),, md pura village, md pura, BANGALORE, Karnataka, India, 560048, and is the owner of the website https://www.21north.world/ (the “Website”), related domains to the Website and mobile application “21North” (the “Application”). (collectively, the “Platform”).
“You” or “Customer” or “Registered Customer”: refers to the Customer or viewer of the Platform. Customer(s) means any individual or business entity/organization that legally resides or operates in India, and uses or has the right to use the Services provided by 21North. The term “Customer” includes the assignees, Affiliates, agents, successors and legal representatives.
“Affiliate” refers to any entity that directly or indirectly Controls, is Controlled by, or is in under common
Control with, another entity;
“Ambassador” refers to an individual assigned by 21North for rendering 21N Driver Service
“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled will be interpreted accordingly OR has the meaning given in section 5 of the Companies Act (Cap 50) and Controls and Controlled will be interpreted accordingly.
The Customer’s access and use of the Services constitutes his/her irrevocable acceptance of these Terms and Conditions, which establishes a contractual relationship between the Service Provider and the Customer. The Service Provider may immediately terminate these Terms and Conditions or any Services with respect to the Customer, or generally cease offering or deny access to the Services or any portion thereof, at any time upon written notice without assigning any reason.
The Service Provider offers the Platform wherein Customer can choose the kind of service Customer requires i.e. My Driver Service (defined below), 21N Driver Service (defined below), find third parties to provide TP Services (defined below) and any other service that may be available through the Platform . It is up to the third party service provider to offer their third party services, which may be scheduled through use of the Website, related domains, Application or any other medium.
“My Driver Service” is a service where the Customer or its representative will drive the Customer Vehicle (defined below) to the third party service center to avail the services offered by the third party service center.
“21N Driver Service” means where an Ambassador will pick up the Customer Vehicle, drop the same to the third party service center and then pick up the serviced Customer Vehicle from the third party service center location and take it back to the Customer location.
All services (including My Driver Service/21N Driver Service) provided by the Service Provider, through the Platform, to the Customer by means of the Customer’s use of the booking channel (Website and related domains/Application/call center etc.), for booking purposes, are hereinafter referred to as the “Services”. Furthermore, the term Services shall include any service for which any consideration is paid /not paid to the Service Provider by the Customer and will be covered by these Terms and Conditions.
The Services may be requested through phone via call center, Website and related domains, the Application or through any other channel made available by the Service Provider for booking purpose.
The Services offered by the Service Provider are sourced from third parties who have a contractual relationship with the Service Provider. The Service Provider offers information and a method to obtain such third party services from third party service providers, but does not, and does not intend to, provide third party services or act in any way as a third party service provider, and has no responsibility or liability for any third party services provided (or failed to be provided) nor for the actions or inactions of any third party service providers.
The services provided by third party service providers is termed as “TP Services” and include servicing of Customer’s vehicle for scheduled/unscheduled, maintenance/accidental or for any other kind of repair and maintenance work of customer’s vehicle (“Customer Vehicle ”).
The Website and related domains/Application also provides Customer with the option of hiring of Ambassadors with facility to track Vehicle movement, that tracks the Customer Vehicle from Customer’s residence/office or any other location as specified by the Customer to the registered Service Network Partner of the third party service provider and from the registered Service Network Partner to a location as specified by Customer. Movement of vehicle facility provides Customer the ability to track the movement of Customer Vehicle during pickup and delivery service.
We do not guarantee or warrant, and make no representations regarding, the reliability, quality or suitability of such third party service providers or TP Services. The Service Provider shall reasonably provide sufficient training, quality control procedures and processes to ensure commercially reasonable services by third party service providers. However, under no circumstance does the Service Provider accept liability in connection with and/or arising from the services or any acts, action, behavior, conduct, and/or negligence on the part of the third party service provider whether online or offline. Any complaints about the services provided by the third party service provider should be directly submitted to the concerned third party service provider. By using the Services, You agree to hold the Company free from any responsibility, liability or damages that may arise out of or in relation to the Services . The Company and its Affiliates and licensors shall not be liable for any claim, injury or damages arising out of or in connection with Your use of the Services or the TP Services.
You may only access the Services using authorized means. It is Your responsibility to check and ensure You have accessed or downloaded the correct Website/Application for Your device. The Company is not liable if You do not have a compatible device.
Our Services are available only to those individuals or companies who can form legally binding contracts under applicable . Therefore, Customer(s) must be at least eighteen (18) years of age to be eligible to use Our Services.
21North advises its Customers that while accessing the Platform, You must follow/abide by all applicable laws, failing which We shall not be responsible for any possible consequences caused.
As a Customer You are required to register before using the Services w by creating Your profile. Profile can be created by providing Your name, email address and telephone/mobile number. In order to avail our Services You will be requested to submit additional information such as vehicle details (including vehicle no., vehicle make, vehicle model no.), vehicle insurance details, last date of service, service due date, PUC for the vehicle etc. On completion of Service and prior to receiving Your vehicle You will be required to make payments online or through other modes of payment. For this purpose, You will have to further provide debit/credit card information such as the debit/credit card number, card verification value etc. All the above information provided by You on the Website/Application is referred to as “Your Content” or “Customer Content”.
Customer hereby grants a worldwide, irrevocable, non-exclusive, unlimited, perpetual, transferable, royalty-free license, to use the Customer Content for the purpose of using the Services provided hereunder.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit user content such as comments, photographs, videos etc (“User Content”). By providing or making available any User Content on or through the Platform, You hereby grant Us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Service, or for any other purpose in our sole discretion, except that private messaging through the Platform will not be used by Us in public advertising or marketing material. For the avoidance of doubt, the license granted to Us shall survive termination of the Platform or your account.
You acknowledge and agree that You are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant Us the rights in such User Content, as contemplated under these Terms and Conditions; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Our use of the User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that We may proofread, summarize or otherwise edit and/or withdraw User Content provided by You, and You understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms and Conditions.
The following types of content are not allowed on our Platform:
• Content that is unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party; and
• Content that contains any viruses and/or other code that has contaminating or destructive elements.
We reserve the right to define the above guidelines and add more restrictions. Users are encouraged to use their common sense and discretion while following the above guidelines. We also hold no responsibility for user actions or content and hold the right to remove any content which violates our guidelines.
If you believe that any content on the Platform violates these Terms and Conditions, please email to firstname.lastname@example.org.
These Terms and Conditions apply to Customers who access the Platform for any purpose. It also applies to any legal entity which may be represented by the Customer under actual or apparent authority. These Terms and Conditions apply to all Services offered on the Platform, collectively with any additional terms and conditions that may be applicable to the specific Service used/accessed by the Customer.
In the event of a conflict or inconsistency between any provision of the Terms and Conditions mentioned herein with those of any Specific services, the provisions of the terms and conditions applicable to such Specific Services shall prevail.
The Service Provider reserves the right to change, modify, amend, or update these Terms and Conditions from time to time without any prior notification to the Customer and the amended Terms and Conditions shall be effective immediately on posting them on Website/Application. If the Customer does not adhere to the changes, the Service Provider shall terminate these Terms and Conditions with respect to such Customer and deny access to Services in Service Provider’s sole discretion. The continued use of the Services by the Customer will signify the unequivocal acceptance of the changed Terms and Conditions.
To improve the Services that We provide to You, You may need to communicate with Us through emails or any other mode of communication. When You use the Website/Application or send emails or other data and information You agree and understand that You are communicating with Us through electronic records and You hereby provide Your express consent to receive communications via electronic records from Us periodically and as and when required. We may communicate with You by email, short messaging service or such other mode of communication, electronic or otherwise. It is important You understand that any such mode of communication, inter alia, helps Us provide You with information that We think You require from time to time such as confirmation of a Service booked on the Website/Application or knowing the status of delivery of Your vehicle.
You acknowledge that there is inherent risk in the use of the Internet and that information transmitted through the Internet in general may not be confidential. We cannot and do not guarantee the privacy or protection of any electronic communications through the Internet.
The Company hereby grants You a non-exclusive, non-transferable, right to use the Platform to access the Services, solely for your own personal, non-commercial purposes, subject to the Terms and Conditions. All rights not expressly granted to you are reserved by the Company and/or its licensors.
You shall not:
You shall not:
Finally, You may not authorize or assist any third party to do any of the things described in this section.
The Service Provider is the sole owner or lawful licensee of all the rights in the Platform, and its content (the “Content”). Website/Application content means the Website’s/Application’s design, layout, text, images, graphics, sound, video, etc. The Website/Application, content embody the Company’s trade secrets and intellectual property rights protected under applicable copyright and other laws. Intellectual property rights include rights such as: copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). All title, ownership and intellectual property rights in the Content shall remain with the Service Provider, its Affiliates or licensors of content, as the case may be. You acknowledge such ownership of the intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with our and our licensors’ ownership the intellectual property rights to the Platform and the Services.
All rights not otherwise claimed under these Terms and Conditions are hereby reserved by the Service Provider. The information contained in the Website/Application is intended, solely to provide general information for Your personal use, and You accept full responsibility for its use.
The Service Provider does not represent or endorse the accuracy or reliability of the Content contained on, distributed through, or linked, downloaded or accessed from any of the Services contained on Website/Application, or the quality of any products, information, Services, or other materials displayed, or obtained by the Customer as a result of an advertisement or any other information or offer in or in connection with the Services.
The Service Provider reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the Service or the Website/Application.
All related icons and logos are registered trademarks or trademarks or service marks of the Service Provider and/or its licensors and are protected under applicable trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited. All Content on the Website/Application is the copyright of the Service Provider except the third party content and links to third party website on Our Website/Application.
Links to third party sites are provided by Website as a convenience only and the Service Provider does not have any control over such sites i.e. content and resources provided by such third parties. The Service Provider shall not be held responsible or liable to anyone for such third party sites, or any Content contained therein, or products or Services made available on the Platform or via such third party sites.
By accepting these Terms and Conditions and/or by using the Service, the Customer agrees to defend, indemnify and hold the Service Provider, its Affiliates, its licensors, and each of their officers, directors, other Customers, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) any breach of these Terms and Conditions or any applicable law or regulation, whether or not referenced herein; (b) any allegation that Your information infringes or otherwise violates the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) the Customer’s use or misuse of the Website/Application or Service; (d) false/incorrect Customer Content; or (d) Your negligence or willful misconduct.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section.
In no event shall the Service Provider, any of its partners, licensors, sponsors, successors, assigns, its directors, officers, employees, consultants or other representatives, be liable for any indirect, punitive, incidental, special, exemplary, consequential damages or other damages (including without limitation any damages for loss of use, data, savings or profits) or liabilities under any contract, negligence, strict liability, or other theory, arising out of or in any way connected with the access, use or performance of the Content or Services provided on or through the Website/Application whether or not We have been informed of the possibility of such damages or liabilities. Your sole remedy with respect to Content, Services provided on or through Website/Application is to stop using the Website/Application as applicable. Neither Service Provider nor any of its partners, licensors, sponsors, successors, or assigns, nor our directors, officers, employees, consultants, or other representatives will have any liability to You for any damages, expenses or other liability incurred by You as a result of (1) Your access to or use of or inability to access or use Website/Application; (2) any inaccurate, incomplete or misrepresented Content, or Services posted on the Website/Application; (3) Your hiring or engagement of any third party service provider through the Website/Application; (4) unauthorized access or use of Your account or Your information or (5) for any interrupted communications, delay, acts/omissions of the Ambassadors.
The Service Provider shall not be liable to pay any amount for any damages caused due to an accident while the Customer Vehicle is picked up or delivered. The Customer agrees to personally bear such risks, assuming full responsibility for any harm or damage that may result from the acts or omissions of the Ambassadors or third party service providers. In case the Customer requests the Service Provider to repair the vehicle, the Service Provider will at its sole discretion have the vehicle repaired using the existing insurance policy bought and paid by Customer. The Service Provider will neither be liable to pay any shortfall in the amount settled by insurance company nor for loss of no claim bonus.
In addition, to the fullest extent under the applicable law, in no event will the Service Provider’s total liability arising out of or in connection with these Terms and Conditions, whether in contract, tort (including negligence, product liability, or other theory), warranty, or otherwise, exceed the greater of the amount paid by You, if any, for accessing this Platform in the prior twelve (12) months.
The Customer hereby warrants that:
The Customer hereby confirms that:
The Service Provider makes no representation regarding the quality of Ambassador or requisite skills of the Ambassadors. Service Provider shall make reasonable efforts to ensure that the Ambassador so provided is verified and safe. The Service Provider takes no responsibility for the actions of the Ambassador or any other agent of any third party service provider and is not accountable for any action or lack of skill on the part of the Ambassador.
The Service Provider shall use all reasonable endeavor to ensure timely Service but makes no representation or warranty regarding the time in which the Service would be completed and shall not be held liable for any loss that may be suffered by the Customer on account of any delay caused by traffic jams on roads or acts and omissions on part of third party service providers. .
21North does not warrant that Services will always be available. 21North assumes no liability in the event that all Ambassadors be engaged or booked at the precise time when Service is requested by the Customer. 21North shall not be liable for delays or failure to provide Service as a result of inclement weather, traffic conditions, construction, or other causes beyond the reasonable control of 21North and/or the Ambassador.
The Company makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Content or Service or Website/Application or any third party services. The Company does not represent or warrant that (a) the use of the Website/Application will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Website/Application or any third party services will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any Content, Services, information, or other material purchased or obtained by You through the Website/Application including any third party services will meet Your requirements or expectations, (e) errors or defects in the Content, Service or Website/Application will be corrected, or (f) the server(s) that make the Service available are free of viruses or other harmful components. The Content and Service through Website/Application including Website/Application is provided to You strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by the Company. The Company makes no representation, warranty, or guaranty as to the reliability, safety, timeliness, quality, suitability or availability of any third party services. You acknowledge and agree that the entire risk arising out of Your use of the Website/Application and Service, and any third party services, remains solely with You, to the maximum extent permitted by law.
Because We are not involved in the transactions between Customers and third parties, each Customer will release us from any and all claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes between Customers and third parties.
The Customer shall clear all dues before receiving possession of the Customer Vehicle after performance of Services. In the event of default in payment by the Customer, Service Provider reserves the right to lien over the Customer Vehicle among other legal rights and proceedings under applicable law.
The Ambassador will only wait for 15 (fifteen) minutes at the time of pickup or delivery of the Customer Vehicle. In case the Customer fails to deliver or collect possession of the Customer Vehicle within such time, the Services being provided shall be terminated and the Service Provider reserves the right to charge a “no show” fee while picking up the Customer Vehicle or may take back the Customer Vehicle to Service Network Partner and the appropriate cost would be chargeable to the Customer.
By using the Application/Website, You further agree that:
Registered Customers hereby covenants, agrees, and authorizes 21North and Ambassador as follows:
Customer hereby releases Ambassador, managers, employees, independent contractors, agents and from any and all liability, including negligence, for any injury, including death or property damage that may occur in connection with the Service. Further, Customer agrees not to initiate any legal proceedings against Ambassadors, managers, employees, independent contractors, with respect to any such claims for damages, which Customer is releasing. Customer is aware that various risks are involved in the 21North Service. Despite these and the other risks, Customer agrees to accept the Service and is willing to agree to personally bear such risks, assuming full responsibility for any harm or damage that may result.
Customer will indemnify, defend and hold Ambassador, employees, independent contractors, agents harmless from and against any and all losses, claims, liabilities, damages, fines, penalties and expenses (including attorney’s fees) arising from or resulting from any breach by Customer of the representations, warranties or covenants contained in this Agreement.
The Platform and the Services are directed to residents of the Republic of India. Those who choose to access the Platform or use the Services from outside of India do so at their own risk and may be subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this Platform. You agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Platform. In addition, you agree to comply with all applicable laws, rules, codes and regulations regarding the transmission of technical data exported from India.
21North reserves the right to refuse to provide the Service to Customer if, in the Ambassador‘s sole discretion, such Service would be unsafe to the Ambassador because: (a) Customer or such other person is armed, belligerent, violent, verbally or physically threatening or abusive; (b) the Customer Vehicle is unsafe to drive; or (c) any other facts or circumstances relevant to Ambassador‘s safety, as determined in Ambassador‘s sole discretion, including but not limited to a request to pick up Customer Vehicle in a location deemed unsafe by Ambassador.
The Company reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate Your account (any part thereof) or use of the Service, for any reason. The Company shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
If you violate these Terms and Conditions in any way, we shall have the right, in addition to terminating or suspending your account, to investigate violations of these Terms and Conditions and may involve and cooperate with law enforcement authorities in taking legal action against Users who are involved in such violations, including without limitation pursuing civil, criminal and injunctive redress. You hereby waive and hold us harmless from any claims resulting from any action we take during or as a result of our investigation and from any actions taken as a consequence of such investigations by us or any law enforcement authorities.
Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.
These Terms and Conditions and any other terms and conditions of service constitute the sole and entire agreement between you and Us with respect to the Platform and Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform and Services.
For any complaint against any of the Services provided by the Service Provider through the Website/Application, the Customer can file an initial complaint to the Service Provider by submitting the complaint form available on the Website. Complaint form can be duly filled by logging into Your account on the Website/Application, and such complaint will be addressed in 30 (thirty) days from the date of receipt of such complaint.
The Service Provider shall not be responsible for any loss or deficiency in Services where such loss or deficiency of Service is due to acts or circumstances which are beyond the control of the Service Provider, which subject to the foregoing shall include but not be limited to: acts of god such as fire, storm, flood, earthquake, explosion or accident; acts of public enemy; acts of war or terrorism; rebellion; insurrection; sabotage; epidemic; quarantine restrictions; transportation embargoes or failure or delays in transportation; strikes and lockouts; acts (including laws, regulations, disapproval or failure to approve) of any government, whether national, municipal or otherwise, or any agency thereof; and acts of third parties where such third parties are neither employees nor agents of the Service Provider.
A person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 35B) to enforce any of its terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
The law governing the interpretation of these Terms and Conditions shall be India law and subject to the arbitration provisions stated above, Customers agree to be subject to the non-exclusive jurisdiction of the Courts of India over any disputes arising out of, or in connection with these Terms and Conditions or with regard to the Services provided.
This Contractor Agreement (the “Agreement”) has been entered into on this 14-10-2019 (the “Effective Date”) by and between:
ONB Technologies Pvt Ltd and also having its registered office at Sy no 73/1, 73/2, 74(p), 75(p),, md pura village, md pura, BANGALORE, Karnataka, India, 560048(hereinafter referred to as the “Company” which expression shall, unless contrary to the context or meaning thereof, be deemed to mean and include its successors in interest and permitted assigns) of the First Part;
__________ son/daughter of ________residing at _____ bearing Driving License Number _______ (hereinafter referred to as the “Ambassador” which expression shall, unless repugnant to the context and meaning thereof, be deemed to mean and include his/her successors and permitted assigns) of the Second Part.
Each of Company and Ambassador shall be individually referred to herein as a “Party” and jointly be referred to as the “Parties”.
The Company provides Vehicle (defined below) assistance to network partners and Customers (defined below) including but not limited to vehicle servicing, pick up and drop facility, digital roadside assistance and chauffeur services through the Company’s Platform (defined below).
The Ambassador is a skilled driver with a valid Singapore driving license who agrees to drive the Vehicle to provide the Services (defined below) as required by the Customer.
The Company intends to appoint the Ambassador for providing the Services to its registered Customer(s) in accordance with the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:
In addition to the terms defined elsewhere in this Agreement, the following definitions apply:
“Ambassador Application” shall mean the mobile application provided/developed by the Company that enables the Ambassadors to receive the requests from the Company for providing Services to the Customer.
“Application” shall mean the software application named 21North Ambassador, including www.21north.in, developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by the Company to run on computers, smartphones, tablet computers and/or other devices through which the Services are made available to the Customer.
“Customer” means any person or entity that wishes to receive the Services through the Application or Website.
“Data” means all the information shared by the Ambassador through the Device (defined below) or the Customer including but not limited to the Services or personal details of the Ambassador or the Customer.
“Device” means the relevant mobile phone and such other devices, either made available by the Company or procured by the Ambassador, and used by the Ambassadors in order to provide Services to the Customer.
“Fees” mean the fees paid by the Company to the Ambassador for the performance of Services.
“Intellectual Property Rights” means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database right, design right, moral right or any other property rights that grant similar rights as the foregoing, whether registered or not, anywhere in the world;
“Services” mean the picking-up of the Vehicle from the Pick Up location and dropping the Vehicle at the Drop Off Location (defined below) or picking up the Vehicle from the Drop Off Location and dropping the Vehicle at the Customer’s location as indicated by the Customer through the Application or Website.
“Pick Up / Drop Off Location” means the location indicated by the Company or the Customer.
“Vehicle” means the motor vehicle of the Customer used by the Ambassador for the performance of Services.
“Website” means the www.21north.in or such other domain the Company designates.
Subject to the terms of this Agreement, the Ambassador is hereby granted a non-exclusive, limited, revocable, non-sub licensable, non-assignable, non-transferable, royalty-free right and license to use the Ambassador Application and the associated software on the Devices during the term of this Agreement.
The Ambassador Application shall be made available on a fully hosted basis and nothing herein shall permit the Ambassador to have any other access to it. The Company shall host the Ambassador Application on hosting servers in a manner it deems sufficient to meet its obligations under this Agreement.
The Ambassador warrants that the Customer will interact with the Ambassador only through the Ambassador Application.
All Intellectual Property Rights in the Ambassador Application shall vest with the Company and any other rights not expressly granted are hereby reserved by the Company.
The Company will issue an Ambassador ID to the Ambassador to access and use the Ambassador Platform and based on its sole discretion, a Device for the performance of Services. The Company will have the right, at all times and at its sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict the Ambassador from accessing or using the Ambassador Platform or the Device. The Company, shall charge the Ambassador an amount of S$ 200 or an amount that could change from time to time, as security deposit towards the Ambassador kit provided at the time of signing this Agreement or the Company shall deduct such amount as security deposit from the Fees payable to the Ambassador or deduct an amount appropriately from the Ambassador over installments.
The Customer shall avail the Services offered by the Company making a service request for “21N Driver” pursuant to which the Ambassador shall perform the Services. The Ambassador shall perform the Services during the working hours prescribed in the Company’s policies. Upon acceptance of the service request made by a Customer, the same will be notified to the Ambassador through the Ambassador Platform. The Company will then provide the Customer information to the Ambassador via the Ambassador Platform, including the Customer’s location and pick up time. The Company shall also provide specific information to the Customer regarding the Ambassador’s name, photo, license number, location and movement information as on the day of pick up and contact information. The Customer shall be entitled to cancel the Service at any time up to 0 hours of the pick-up time of the Vehicle.
On the date of the Service, the Ambassador shall reach the location indicated by the Customer for the pick-up of the Vehicle within the prescribed time. The Ambassador shall take photographs of the Vehicle in the presence of the Customer using the Device to record the physical condition of the Vehicle and post it under the Customer’s service request account on the Platform. The Ambassador shall then take the keys from the Customer and proceed to fulfill the Service.
Upon completion of the Services, the same will be notified to the Company by the Ambassador.
For purposes of clarity, during the drive from the Customer location to the Drop off Location, or from the Drop Off Location to the Customer location, the Ambassador shall activate the GPS in his/her Device to enable the Customer to track the Vehicle’s location at all times during the performance of the Service.
The Ambassador shall not:
license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, the Ambassador Application and any associated software or the Device in any way;
modify or make derivative works based on the Application and associated software;
create internet “links” to Ambassador Application and associated software or “frame” or “mirror” the Ambassador Application and associated software on any other server or wireless or internet-based device;
try to reverse engineer, decompile, modify, or disassemble the Ambassador Application and associated software or any Customer’s information;
access the Ambassador Application and associated software in order to (a) build a competitive product or Service; (b) build a product using similar ideas, features, functions or graphics of the Ambassador Application and any associated software; or (c) copy any ideas, features, functions or graphics of the Ambassador Application and associated software;
launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Ambassador Application;
involve or be involved in any conduct or activity that would adversely affect the reputation of the Company;
misrepresent the location at which the Ambassador will be available to be contacted to provide a Service;
offer additional services other than the Service description;
solicit the Customer to mail cash or use other payment methods not specifically permitted by the Company as approved payment methods or message the Customer to make national or international money transfers for amounts exceeding the price of a Service; and
fail to perform Services request posted by the Customer, unless the Customer fails to materially meet the terms of the mutually agreed upon agreement for the Services or if the Ambassador cannot authenticate the Customer’s identity.
use the Ambassador Application and associated software to:
send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material including material harmful to children or violate any of the third-party privacy rights; and
send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
All rights in tools, Ambassador Application and the associated software, Application, Device, Data, Website and materials used by the Ambassadors, as the case may be, during the course of performance or delivery of Services shall remain with the Company and no rights in these shall be deemed to be transferred to the Ambassador under any circumstances. The Ambassador shall not use the Intellectual Property Rights of the Company including without limitation to the Company’s names, logos, product and service names, trademarks and service marks.
The Ambassadors agree to be subjected to a comprehensive background verification/check conducted by the Company for the benefit of the Company.
The Company shall check the educational qualifications, past employment records, work experience, criminal records and identity check, such as a passport, driving license of the Ambassador(s) who will be performing Services for the benefit of Company and the Customers. An effective background check process may also involve contacting past employers and former managers and supervisors. The Company may require identity card and address proof to verify the identity of the Ambassador. The Ambassador shall be required to submit the necessary/relevant documents pertaining to the background check.
The Ambassador shall:
have a valid Singapore driving license at all times;
wear the Company provided apparel/uniform and be neat in his/her appearance;
treat the Customer with utmost respect and courtesy at all times;
ensure that he/she never drives under the influence of alcohol or other similar substances;
use the cheapest mode of conveyance to reach the Customer location or Drop Off Location for performing the Services;
ensure his/her availability at all times to enable the Company to assign Customer requests to the Ambassador;
arrive at the Customer location or the Drop Off/ Pick Up Location at least ten (10) minutes before the pick-up of the Vehicle;
check the notification of invoice payment by the Customer on the Ambassador Platform before delivering the Vehicle to the Customer. The Ambassador may also be required to collect the fees from the Customer which a Customer is required to pay the Company for availing the Services. In such circumstances, the Ambassador shall submit the fees collected from the Customer to the Company within twenty- four (24) hours from the receipt of such fees;
inform the Company in advance in the event the Ambassador wishes to refuse the performance of Services to the Customer due to the following reasons:
the Customer or such other person is armed, aggressive, violent, verbally or physically threatening or abusive;
the Vehicle is unsafe to drive; or
any other facts or circumstances relevant to Ambassador’s safety, including but not limited to a request to pick up Vehicle in a location deemed unsafe by the Ambassador.
immediately notify the Company of any actual or suspected breach or improper use of the Device, Ambassador Platform and associated software or the Data or of theft of the Device;
immediately notify the Company of any delay or failure in the performance of the Services due to weather, traffic or any other reason; and
at all times be responsible for the safety of the Customer on board the Vehicle and the Vehicle in his/her possession.
drive any vehicle in a safe manner and adhere to all traffic rules and regulations.
shall be liable for unauthorized possession of any property including any article or information belonging to the Company for which the Company may take any appropriate legal recourse as deemed fit.
Further, during the term of this Agreement, Ambassador shall work with the Company on an exclusive basis and not engage in providing services to any other entity providing similar services like that of the Company.
The Company shall pay the Ambassador, the fees for the Services (“Fees”) performed and in the manner and at the time specified in this Agreement. The Ambassador Fee shall be an amount paid for the Services rendered in a month in accordance with the Ambassador payout program notified by the Company from time to time. The Fees mentioned above are subject to tax deductions and shall be paid within the 7th working day of every month for the Services performed in the previous month.
The Company shall levy Cancellation Fee of S$[ ] () or such reasonable amount as decided by the Company from time to time if the Ambassador is inactive within 3 (three) months from commencement of this agreement.
The Company shall pay or reimburse the Ambassador, a conveyance fee as per the applicable Company policy in relation to the performance of the Services.
The Parties hereby agree that the Company shall not be liable in any manner for a delay caused in disbursement of payments to the Ambassador by financial institutions.
The Parties understand and agree that in the event of change in the payment mechanism used by the Company, the Ambassador will be notified of the same thirty (30) days prior to such change.
The Company shall make payment of the Fees to the Ambassador’s bank account details provided by the Ambassador. The Ambassador shall immediately notify the Company in the event of any change in the Ambassador’s bank account details.
The Ambassador agrees that in the course of providing the Services the Ambassador will have access to sensitive and confidential information of the Company, including but not limited to the Company’s operational and business models, software, business plans, operational plans, Customer information or any other information which the Company may communicate to the Ambassador from time to time (“Confidential Information”). Ambassador shall use the Confidential Information to the extent required to provide the Services and for no other purpose. In no event shall the Ambassador provide the Confidential Information to any third party without the prior written consent of Company. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Confidential Information of the Company to the Ambassador.
In case of breach of any confidentiality obligations by the Ambassador, the Company shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
In addition to the obligations above, the Ambassador undertakes that he shall comply with all laws and regulations which protect personal data relating to individual Customers (“Personal Data”), including without limitation, the Personal Data Protection Act 2012, and shall not not under any circumstance, copy or duplicate any Customer information or use the Customer information for any other purpose other than providing the Service. The Customer information shall be viewed only on the Device.
The Company agrees that all personal information of the Ambassador which may be collected by the Company shall be used only for the purposes of this Agreement or furtherance of its obligations under the Agreement and the Ambassador consents to the same.
The Ambassador agrees to defend, indemnify and hold harmless the Company, and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, Affiliates, Customers, suppliers, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from the Ambassador’s access to, use of the Ambassador Platform and associated software, the breach by the Ambassador of its obligations or warranties hereunder, violation of the terms of this Agreement or any fines or penalties imposed on the Ambassador during the discharge of Services in violation of any applicable laws or regulations, or any claim by the Customer against the Company for deficient, incorrect, or non-provision of Services, or any damage to or theft of the Vehicle or theft or any claims/issues caused by the Ambassador related to the fees paid by the Customer to the Ambassador for the Services availed, or violations of any rights of a third party, or any allegation thereof, including without limitation any Intellectual Property Rights, or privacy right; or the Ambassador’s negligence or willful misconduct. This Section 10 shall survive the termination of this Agreement.
The Company shall not be responsible under this Agreement if the Ambassador Platform or associated software is not used in accordance with its instructions or terms of this Agreement; or (ii) if a defect is caused by the Ambassador’s self-procured Device, or (iii) by interfacing third-party software not authorized by the Company.
In no event shall either Party be liable to the other, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, data, or revenues, goodwill or for any, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of this Agreement.
The Parties explicitly agree that the maximum cumulative liability of the Company to the Ambassadors for all claims arising out of or under this Agreement shall be limited to an amount not exceeding INR 1000 (One Thousand Rupees).
Each Party hereby represents and warrants to each other that:
the Parties have all requisite corporate power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
the execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, applicable law, rule, regulation, any order or judicial pronouncement.
The Ambassador represents and warrants that:
the Ambassador holds, complies and shall continue to hold a valid Singapore driving license and comply with all permits, licenses and other governmental organizations necessary for conducting, carrying out the Services in particular;
the Ambassador is aware of and in compliance with all applicable laws and regulations, including but not limited to the laws related to all local driving regulations and traffic laws, the operation of a transportation service and will comply with all such regulations and laws and shall be solely liable for violation of any such laws and regulations;
the Ambassador will provide the Services in a competent, diligent and professional manner and to the best of its ability and skills;
the Ambassador will abide by and comply with the relevant policies/guidelines and the directions/instructions provided by the Company from time to time;
during the subsistence of this Agreement, he will not enter into any other contract or arrangement with any third party that will hamper, restrict or prohibit it from rendering Services under this Agreement;
he will not edit in any way or misuse the Confidential Information or any other information provided by Company for the performance of its Services under this Agreement; and
all information provided by the Ambassador including information provided towards the background checks is true, complete and accurate.
Except as expressly set forth in this Agreement, the Company makes no other warranties, representations and undertakings whatsoever concerning the Services, whether express or implied, including, without limitation, any implied warranty of merchantability, or fitness for a particular purpose, title and non-infringement.
This Agreement shall come into force on the Effective Date and shall be valid for a period of one (1) year unless terminated earlier by either Party.
The Company shall have the right to terminate this Agreement without cause at any time by providing thirty (30) days prior written notice to the Ambassador.
The Company shall terminate this Agreement without notice if the Ambassador is in breach of any of the provisions of this Agreement including but not limited to confidentiality, indemnification, intellectual property rights and representations and warranties provisions.
Upon termination of the Agreement, the Ambassador shall return the copies of the Confidential Information (if any) and the Device provided by the Company in his possession to the Company.
The Ambassador shall immediately return and/or destroy (at Company’s sole discretion), any self-procured Device being used by the Ambassador in the course of Services or any Confidential Information, Data, Ambassador Platform and associated software, materials or information contained in the Device, upon termination of the Agreement.
Upon completion of 300 service bookings or 3 months from the Effective Date, whichever is earlier, the Ambassador(s) shall be covered by personal accident cover amounting to a sum decided by the Company to cover any anticipated risks, damages and losses during the performance of the Services by the Ambassador. The provision of the insurance shall not in any manner be construed to mean that the Company assumes liability for the Ambassador’s personal safety in the provision of the Services.
a. The Parties are independent contractors of one another and are contracting on a principal to principal basis, and this Agreement does not create an agency, employment, partnership or joint venture relationship between the Parties.
b. Neither this Agreement nor any of the rights and obligations created hereunder shall be assigned by the Ambassador without the prior written permission of the Company. It is expressly agreed that the Company will be permitted to assign or sub-contract its obligations under this Agreement without obtaining the prior permission of the Ambassador.
c. If any part of this Agreement is determined to be void, invalid, or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, such decision shall not affect any other provisions of this Agreement, and the remainder of this Agreement shall be effective as though such void, invalid, inoperative or unenforceable provision had not been contained herein
d. Subject to section below, this Agreement shall be governed by and construed in accordance with laws of the Republic of India and the Parties hereby consent that any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the Bangalore courts for the purpose of enforcing any claim arising hereunder.
e. The disputes which may arise between the Parties arising out of or in connection with this Agreement which is not settled to the mutual satisfaction of the Parties within thirty (30) days or such longer period, as may be mutually agreed upon, shall be referred to arbitration by a panel of three (3) arbitrators, whose decision shall be final in all respects. The venue of the arbitration shall be Bangalore and the arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English.
f. Either Party’s failure to exercise any of its rights under this Agreement shall not constitute or be deemed to constitute a waiver or forfeiture of such rights.
g. Section 5 (Intellectual Property Rights), Section 4 (Prohibited Uses), Section 7 (Obligations of the Ambassador), Section 9 (Confidentiality), Section 10 (Indemnity), Section 11 (Limitation of Liabilities), Section 15 (d) (governing law) Section 15 (e) (Arbitration) shall survive the expiration or termination of this Agreement.
h. This is the entire Agreement between the Parties and supersedes all previous negotiations, representations by either Party on the subject matter thereof. No alteration, amendment or modification thereto shall be valid and binding upon them unless the same has been signed by both Parties.
i. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF the authorized representatives of the Parties have affixed their signatures on the Effective Date.
For the COMPANY Agreed and accepted by
This Agreement made on 12th day of June 2019 (“Effective Date”) at Delhi between:
ONB Technologies India Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Sy no 73/1, 73/2, 74(p), 75(p),, md pura village, md pura, BANGALORE, Karnataka, India, 560048 (hereafter referred as “21North” which expression shall, unless it be repugnant to the subject or context hereof, include its successors entities and assigns);
____________, a company incorporated under the Companies Act, [1956/2013] and having its registered office at __________ (hereafter referred to as “Network Partner” which expression shall, unless repugnant to the context or meaning hereof is deemed to mean and include successor entities).
21North and Network Partner are hereafter referred individually as a “Party” and collectively as “Parties”.
21North is in the business of providing assistance to including but not limited auto dealerships and workshops using a software technology enabled platform for managing including but not limited to pick up and drop facility, chauffeur services and roadside assistance in relation to Vehicles of Users and provides other services in relation to the Vehicles.
Network Partner owns and/or manages a Service Center / showroom and is in the business of providing retailing, maintenance, replacement, body repair and other services in relation to Vehicles.
Network Partner desires to use the Platform to gain better access to Users and receive other Services and agrees to abide by the terms herein.
“Ambassador” is an individual assigned by 21North for rendering 21N Driver Service;
“Business Day” means any day other than a Sunday, bank holiday or public holiday in Bangalore;
“Commercial Schedule” means the schedule of Fees and other commercial terms as set out in Schedule 1.
“Fees” means License Fees and /or Service Fees, as the context permits;
“Hosting Servers” means those servers, hardware and software resources used to host the Platform, User data or any other information as determined by 21North in its sole discretion;
“Intellectual Property Right” means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database right, design right, moral right or any other property rights that grant similar rights as the foregoing, whether registered or not;
“My Driver Option” means an option exercised by the User not to use 21N Driver Service and to transport the Vehicle himself/herself to the Service Center and back;
“Operating Guidelines” means the guidelines given by 21North as set out in Schedule 2 of this Agreement;
“Platform” is 21North’s technology enabled software platform through which Service Bookings can be submitted and Services be rendered;
“Repeat Services” means services rendered by Network Partner to remedy any grievance arising out of Vehicle Services that is registered within 7 (seven) days of completion of the said Vehicle Service;
“Services” means the capability provided by 21North to Network Partner to use the Platform in such manner as set out in Clause 3 hereof;
“Service Booking” means a request for Vehicle Services, which is registered on the Platform;
“Service Center” means the address out of which the Network Partner provides Vehicle Services to Users;
“Vehicle Services” means the services provided by the Network Partner to the Users in relation to the Vehicles including maintenance of Vehicles, mechanical repair, body repair, tyre replacement, glass repair/replacement, any other service requested by the User;
“User” refers to the individual or a company for whom Network Partner have completed the Service Booking or who completes the Service Booking on the Platform and receives Vehicle Services provided by the Network Partner;
“Vehicle” means a private passenger or commercial motor vehicle belonging to the User;
“21N Driver Service” means transportation by a self-driving Ambassador of a Vehicle from an address notified by the User to the Service Center or from a Service Center to an address notified by the User;
2.1 In consideration of the Network Partner paying Fees as specified herein, and subject to the terms of this Agreement, 21North hereby grants the Network Partner a non-exclusive, limited, revocable, non-transferable, non-assignable, non-severable right and license to use the Platform for the purposes as set out herein. The Parties acknowledge that the User will interface with 21North and the Network Partner in the manner as set out in Schedule -2 (“Operating Guidelines”).
2.2 The Platform shall only be made available on a fully hosted basis and nothing herein shall permit the Network Partner to have any other access to it. 21North shall host the Platform on the Hosting Servers in a manner it deems sufficient to meet its obligations under this Agreement.
2.3 All Intellectual Property Rights in the Platform shall vest in 21North and any other rights not expressly granted are hereby reserved by 21North.
3.1 The Services will allow the Network Partner to create new Service Bookings where Users directly approach the Network Partner for Vehicle Services and accept Service Bookings that are submitted by the Users on 21North platform directly by the Users as well as.
3.2 21North shall assign Ambassador(s) to execute pick up and drop facility. 21North shall not be responsible for any liability that may arise in relation to the Vehicles except any material damage to the Vehicle when it was in possession of an Ambassador. However the total liability of 21North shall not exceed the lesser of, (i) actual cost (net dealer price) basis to the Network Partner incurred towards remedying the said damage (ii) INR 20,000 (Rupees Twenty Thousand Only). A valid tax invoice shall be submitted in favor of 21North to enable to make payment of the liability amount. Illustratively, 21North shall not be liable if any claim arises due to any issue in registration, road tax payment, past penalties etc. of the Vehicle. 21North’s responsibility in relation to a Vehicle shall terminate upon handover of the keys to the Service Center or the User as the case may be. Except as set out in this Clause 3.2, 21North shall have no other liability in relation to the Vehicles.
3.3 The Services allow the Network Partner to (i) create Service Bookings, (ii) initiate stock yard transfer, (iii) set up test drive and road side assistance requirements, (iv) verify Vehicle details via registration number, (v) manage and review Service Bookings (including schedule) and access such other information about the Service Bookings as prescribed therein, (vi) create access accounts for Network Partner’s service manager, service advisors, (vii) access details of Ambassador including name, photograph and real time location, (vii) view reports performance of User relationship executives and service advisors (viii) view management information system for Service Center and (ix) access such other information about performance and capacity utilization of the Service Center.
3.4 21North shall collect amounts payable under an invoice for Vehicle Services directly from the Users. Network Partner agrees that it shall in relation to all the Users, authorize 21North to collect the outstanding amount and must communicate to the User of such authorization. 21North shall rely on the invoice uploaded and the invoice amount entered by the Network Partner on the Platform for this purpose and shall be liable to collect only the amount entered on the Platform. 21North’s obligation to collect the outstanding amount shall be discharged once it receives (whether by cash or credit in its bank account) such amount (“Collection”) that appear as invoice amount on the Platform. If any User disputes an invoice, 21North’s responsibility shall be to communicate it to the Network Partner.
3.5 21North will address all general questions including in relation to invoicing and payment raised by Network Partner within 2 (two) Business Days of query being raised.
4.1 Network Partner undertakes to provide Vehicle Services in accordance with the terms and conditions offered by the original equipment manufacturer or 21North (as the case may be) to Users as well as the Operating Guidelines and the Service Charter.
4.2 Network Partner shall assign appropriate representative(s) (“Service Advisor”) to render the Vehicle Services and will not act in any manner that is detrimental to 21North’s reputation or brand image.
4.3 The Network Partner shall submit on the Platform, information and details (including contact details, location etc.) of the Service Center and the assigned representatives as prescribed therein. The Network Partner shall also input the completion status of the Vehicle Services in the Platform so that it can be accessed by the Users.
4.4 In case of a Service Booking made on 21North platform by the User directly, the Network Partner shall only release the Vehicle to a User (where User opts for My Driver Option) once the payment from the User is shown as received on the Platform or upon a written confirmation from 21North of having received the Collection.
4.5 The Network Partner acknowledges that the User has the ability to assess the Vehicle Services through a rating/other similar measurement system provided on the Platform. The Network Partner further acknowledges that the aggregate rating/assessment provided by the Users shall be visible to any person that accesses the Platform to initiate a Service Booking.
4.6 The Network Partner shall not refuse to provide Vehicle Services to any User unless incapacitated by any force majeure event pursuant to clause 13.12 below in which case the Service Booking may be directed to an alternative network partner service center with consent of the Network Partner else Vehicle will be returned to the User.
5.1 The Network Partner is liable to pay 21North fees for use of Platform (“License Fees”) as set out in the Commercial Schedule.
5.2 The Network Partner is liable to pay other fees towards the Services (“Services fee”) as set out in the Commercial Schedule.
5.3 The Parties agree that the Fees shall be deducted by 21North from the Collection. The amount of Collection remaining after deduction of the Fees and other charges towards any discount/payout/charges shall be remitted to the Network Partner. In case there are outstanding Fees or any other sum payable by the Network Partner to 21North but no outstanding Collection, the Parties agree that such outstanding amount shall be adjusted by 21North on future payable to the Network Partner or be payable to 21North by Network Partner within 7 (seven) days of its notification by 21North. There shall be no change in the Service Fee in such cases .
5.4 The Network Partner agrees that it shall not authorize or enter into an arrangement with the Users that allow/envisage the Users paying the Fees directly to it or in any other payment mechanism that is not in accordance with Clause 3.4 unless in a reasonably unavoidable circumstance.
5.5 In case of any Repeat Services, Service fee will be levied on the repeat service in accordance with the payment terms for Repeat Service Fee set out in the Commercial Schedule.
5.6 The Parties agree that prior to expiry of 30 (thirty) days of each anniversary of the Effective Date, they will convene and agree upon any changes if any to this Clause 5 and the Commercial Schedule.
5.7 Agreed Commercials shall be increased by the ten percentage in every succeeding January month.
6.1 21North does not represent that the Platform will be uninterruptedly available or be error free.
6.2 The Parties expressly agree and understand that the Vehicle Services are executed by Network Partner pursuant to an independent arrangement between User and the Network Partner. 21North acts in the capacity of a facilitator and has no responsibility towards rendering of Vehicle Services and payment therefor.
6.3 The Network Partner expressly agrees that it is solely liable for rendering of the Vehicle Services and for any complaint or grievance of the Users therefor. The Network Partner also acknowledges that it is the sole liability of the Users to make payments towards the Vehicle Services. The Network Partner expressly agrees that it shall not make 21North a party to or liable in any manner with respect to any dispute pertaining to the Vehicle Services.
6.4 The Network Partner acknowledges that the Ambassadors are authorized to drive private use Vehicles only. The Network Partner agrees not to use or assign the Ambassadors to render 21N Driver Service for Vehicles meant for commercial use and in case it does so it shall be solely liable for all consequences arising therefrom.
6.5 The Network Partner acknowledges that the Ambassadors are authorized to drive private use Vehicles only. The Network Partner agrees not to use or assign the Ambassadors to render 21N Driver Service for Vehicles meant for commercial use and in case it does so it shall be solely liable for all consequences arising therefrom.
7.1 Each Party (“Receiving Party”) shall not disclose to any person (other than its employees and representatives who have a need to know) any information (“Confidential Information”) that it receives from the other Party (“Disclosing Party”) including information about the Disclosing Party’s business, operations, service models, customers, business partners or such other information that is reasonably deemed to be commercially sensitive without the prior written consent of the Disclosing Party.
7.2 The restriction set out in Clause 7.1 above shall not apply to Confidential Information that is (i) available freely in public domain without breach by the Receiving Party of its obligations under Clause 7.1 or (ii) made available to the Receiving Party by a third party independent of this Agreement and is not subject to any confidentiality restrictions or (iii) required to be submitted to any governmental or judicial authority in accordance with due process of law provided that the Receiving Party provides the Disclosing Party sufficient notice and opportunity to defend such action.
8.1 Both Parties represent and warrant to the other that it is duly authorized and has the requisite power and capacity to enter in to this Agreement and to undertake the obligations and transactions contemplated herein.
8.2 The Network Partner represents and warrants that:
The Vehicle Services will be performed in accordance with specifications set out by the Users and in a proper, workmanlike and professional manner in accordance with standards applicable to similar service providers;
Vehicle Services will be provided using manufacturer approved parts only;
It has robust security measures in place to ensure that the Vehicle or any of its parts are protected from theft or such other damage.
9.1 21North agrees to defend, indemnify and hold harmless the Network Partner from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) brought against the Network Partner by third parties alleging that the Network Partner’s use of the Platform infringes such third party’s intellectual property rights. Such indemnity shall not apply if the alleged infringement arises due to any act or omission of the Network Partner or due to any violation of this Agreement.
9.2 Network Partner agrees to defend, indemnify and hold harmless 21North from and against any and all claims (including claims by Users), actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from Network Partner’s violation of this Agreement or any applicable laws or regulations.
9.3 The indemnified Party under this Clause 10 shall promptly notify the indemnifying Party in writing of any claim that is subject to indemnification and the indemnifying Party shall have sole control of the defence and any settlement of such claim.
10.1 21North shall not be responsible under this Agreement if the Platform is not used in accordance with its instructions; or (ii) if a defect is caused by the Network Partner’s computing environment, or (iii) by interfacing third-party software not authorized by 21North.
10.2 In no event shall either Party be liable to the other, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, data, or revenues, goodwill or for any, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of this Agreement.
10.3 The total, aggregate amount that Network Partner or any party claiming through it can recover from the 21North and its Affiliates, for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) shall in no event exceed an amount equal to the Fees paid in the preceding 1 (one) month of the date when the claim is made.
11.1 This Agreement shall take effect from the Effective Date for a minimum period of 1 (one) year and thereafter will auto renew every year until either Party gives to the other not less than 1 (one) calendar months’ notice in writing to terminate the Agreement.
11.2 If either Party commits a material breach of the terms or conditions of this Agreement and fails to remedy such breach within thirty (30) days of receipt of a written notice thereof from the non-breaching Party, or such material breach is incapable of remedy then the non-breaching Party may terminate this Agreement forthwith by providing a written notice to the breaching Party.
11.3 21North shall be entitled to terminate this Agreement if the Network Partner is subject to any bankruptcy or insolvency proceedings or is unable to pay its creditors.
12.1 This Agreement does not constitute, or be deemed to constitute partnership, association, joint venture or agency between the Parties or create any obligations on the part of either Party to deal exclusively with the other Party.
12.2 This Agreement shall be governed by and construed in accordance with laws of India. The Parties agree that all disputes arising out of this Agreement shall be subject to exclusive jurisdiction of competent courts in Bangalore, India.
12.3 Network Partner shall not assign its rights or delegate its duties under this Agreement without prior written consent of 21North. 21North may assign its rights or delegate its duties under this Agreement.
12.4This Agreement and Schedules hereto comprise the entire agreement between the Parties in respect to the subject matter of this Agreement and supersede all previous understandings between the Parties in this respect, whether written or oral.
12.5 Any notice given under this Agreement must be in writing. Notices shall be sent by (i) registered post or speed post acknowledgment due or (ii) internationally recognized courier service providers. All notices under this Agreement shall be sent at the registered offices of Parties mentioned herein.
12.6 If a provision of this Agreement is or becomes illegal, invalid or unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement.
12.7 This Agreement can be amended only if both Parties agree to amend it in writing.
12.8 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of this Agreement.
12.9 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original.
SCHEDULE – 1
As per the Commercial Proposal Annexure.
Repeat Services Fee
To be calculated in the same manner as Services Fee
Payment & User Invoicing Terms:
All invoices shall be in the name of User and be submitted on the Platform.
The invoice issued to the User shall include the following:
User Name, Address, Odometer reading and Vehicle Registration Number
Date when work was completed
Description of work completed and parts used
Service Center Name, Address and PAN No.
Taxes as applicable must be applied against appropriate charges only.
Invoice shall be uploaded on the Platform, at least thirty (30) minutes before completion of the Vehicle Service.
21North shall update the Platform on a biweekly basis to reflect the payments made to the Network Partners with respect to Vehicle Services rendered to the respective User(s).
21N Driver Service charges shall be two times the charges stated herein if the distance between User location and Service Center is more than 20kms.
The Collections (subject to the deductions as set out under Clause 5 hereof) made shall be remitted by 21North to Network Partner on a biweekly Business Day of the week.
In event of Cancellation of Service Booking or no show by Network Partner, a no show fee as mentioned in commercial proposal shall be charged by 21North.
Network Partner should liaise with the respective relationship manager at 21North to verify any query or issue with respect to any invoice or payment of it.
SCHEDULE – 11
95% of the times digital inventory should be available
100% availability of appointment manager
95% 21North Platform uptime
100% Floor Manager uptime
Service & Quality
Support – Answer incoming calls within 30 seconds
Dedicated account manager per center subject to minimum 30 bookings per day.
Support available between 6am – 11pm
90% of issues/complaints to be resolved within forty-eight (48) hours of receiving the complaint
10% incremental slot availability
80% on time pick up and drop off
< 1% accident rate
More than 90% inventory clearance
92% digital instant customer feedback
100% Daily performance report
100% of the times payment settlement as per terms agreed
Invoice and payment advice to be submitted with 2 days from receipt of payment
Less than 3% of the invoice should be queried
99% of the invoices should be accurate
Respond to a question within 2 working days
21North will be liable for any traffic penalties and challans during transit of the vehicle by a 21North Ambassador