UIC Vendor Agreement
UNITED INDIA CORPORATION (hereinafter referred to as “UIC ”), a firm constituted under the laws of India, having its office at Kolkata, is Master Franchise of OXA Global Limited, a Company incorporated under the laws of JAFZA having its Registered Office at:Star House Building, Mezzanine floor, Office No. 03, Sheikh Zayed Road, 2ndInterchange. Al Quoz 1, P.O. Box No. 114429, Dubai, United Arab Emirates
PLEASE READ THIS UIC VENDOR AGREEMENT AS IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. BY PARTNERING WITH UIC, ACCESSING OR USING THE OXA WEBSITE AND APPLICATION, YOU AGREE TO COMPLY WITH AND BE BOUND BY THIS CONTRACT.
WHEREAS, OXA is a listing platform for logistic / breakdown / cab / ambulance / mortuary van service providers, providing its listing / aggregation services via its proprietary website and mobile application;
AND WHEREAS, you are desirous of providing your logistics / breakdown / cab / ambulance / mortuary van services to the interested users (End Users), and in furtherance of the same, you wish to use OXA’s listing and aggregation services, which are defined in detail and are to be read in consonance with the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth, the parties agree as follows:
- 1 “Customer” / “End User”shall mean any individual or entity, placing an order or making a booking with the SERVICE PROVIDER;
- 2 Device shall mean a mobile device owned or controlled by the vendor itself, bought and purchased on their own. For accessing OXA’s services through its website or mobile application.
- 3 “E-commerce Engine” shall mean and include the computer resource and backend comprising of a set of integrated applications that manage the operations and the various business work flows including inventory management, pricing, vendorservice management, order processing and customer fulfilment;
- 4 “Intellectual Property Rights” shall mean and include all marks, logo, label, device, words, trading name, domain name and any other trademark of OXA,OXA Cabs, OXA Fleetcopyright in software, data, original artwork, logo, get up, layout and representation, patents, trade secrets, confidential information, proprietary information and all other rights and interest of nature similar to the foregoing, whether registered or unregistered, in any part of the world.
- 5 “OXA’s Services” shall mean and include an on-demand intermediary services rendered via digital platform that enable the Vendor to provide logistics and transportation services to its Customer.OXA’s, services may include access to vendor’s app and to OXA related services, payment services and related support services.
- 6 “Price” shall mean the cost at which the services are to be rendered to the Customer inclusive of service charge, if any.
- 7 “Royalty” shall mean the fees paid to UICtowards the grant of limited permission for access and use of the software in terms of this Agreement.
- 8 “Sign-up Fees” shall mean the non-refundable fees, if any, payable by the Vendor at the time of execution of this Agreement towardsthe Vendor’s engagement with UIC.
- 9 “Territory” shall mean the length and breadth of India, its states and union territories;
- 10 “User” shall mean an end user authorized by UICto use OXA’s website and mobile application for the purpose of obtaining the permitted services offered by the Vendor;
- 11 “Vehicle” shall mean any vehicle of the Vendor that meets the then-current requirements of UIC or any of its affiliates in the Territory and which has been authorized by UIC, for use by the Vendor for the purpose of providing the services;
- 12 “Vendor” shall mean and include any individual or entity which provides services relating to logistic, Breakdown,Cab,Ambulance, Mortuary and/or any other service, which is allowed and can be provided by means of OXA’s website and mobile application.
2. USE OF OXA SERVICES:
2.1 UICencourages ‘bring your own device’ (BYOD) policy for access and use of OXA’swebsite and mobile application andyou acknowledge and agree that it is your sole responsibility for acquiring and maintaining, at your own cost, the said device. UIC hereby grants you a personal, non-exclusive, non-transferable license to install access and use the Driver App on your device as the case may be, for the sole purpose of providing the services in terms of this Agreement. In case of any breach or non-performance of services in terms of the Agreement, the license shall forthwith terminate and you are required to delete and fully remove the Driver App from the device. You acknowledge and agree that the use of OXA website and mobile application may entail high data use and hence at your own cost, you will use the device with unlimited or high data usage plan. You acknowledge and agree that the grant to access and use the website, mobile application, in accordance with the terms of this Agreement, binds you into a business relationship with UIC, solely in relation to the said grant / permission. UIC is not and will not be deemed to control or direct you in any manner, in performance of your service for the User. OXA is and will remain a technology platform, for creating an efficient conduit between you and the user.
2.2 Subject to the mobile application being active and accessedbyyou, UICwill share certain information of the User, who intends to use your services, including the User’s complete name and pickup location.You agree that once the request is accepted, your certain information will be sharing with the user such as your complete name, contact details, vehicle details etc. You cannot and will not contact the User for any purpose other than for fulfilling the purpose hereunder. You acknowledge and agree that:
a) You will be solely responsible for determining the most effective, efficient and safe manner to perform each instance of your service;
b) You will provide for all necessary equipment, tools and other material, at your own expense, required for performance of your services, in terms of this Agreement;
2.3 You acknowledge and agree that your acceptance to provide service to the user creates direct business relationship between you and the user, of which UIC is not a part. UIC is not responsible or liable for any action or inaction of a user in relation to you, your activities or your vehicle. You will have the sole responsibility for any obligation or liability towards the users or any third party, that may arise from your performance / non-performance of the services, in terms of this Agreement. You agree and undertake to take precautions and measures, including vehicle maintenance and legal compliance,reasonably required for performance of the services in a professional manner. You acknowledge that all the users and/or their consignment are transported / conveyed to the required destination, without hindrances or unnecessary halts.
2.4 Enlisting of Vehicle - You acknowledge and agree that at all times, you will hold and maintain:
a. Legal, valid and subsisting licenses, permits, approvals including inter alia the registration certificate, insurance, road and state tax certificates, PUC et al. required for plying the vehicle on the roads, within the Territory. You are required to furnish a true copy of all the documents, for UIC’s records, which may be reviewed/given in case so requested by the User. Inability to furnish true and legible copy of the said documents would be considered material breach of this Agreement. UIC retains the right to independently verify the veracity and contents of the said documents in its sole and reasonable discretion;
b. Valid driving license with the appropriate level of certification / fitness for operating the vehicle within the Territory;
c. Proper and adequate training, expertise and experience, required for performing the services in a professional manner with due skill, care and intelligence;
d. The vehicle is in your lawful possession and is suitable in every manner, for performance of the services contemplated by this Agreement;
3. FARE, FEES AND PAYMENTS:
3.1 Fare and payments – You are entitled to quote a fare in respect to each booking, received from the User. You acknowledge and agree that the fare quoted by you will be the only amount that you would receive in connection with the services provided to the User. You are also entitled to charge the User, any toll tax or fees incurred in the transportation process. It is clarified that the Fare quoted by you to the User is the final payable amount. You are not at liberty to charge any further or additional amount to UIC or the User, other than the quoted fare. Subject to market standards and relevant factors, UIC may change the final fare calculations. In such an event, UICwill notify you the change through email / messages. You agree that continued use of OXA services after any such change in the fare calculations shall constitute your consent to such change.
3.2 UICreserves the right to adjust the fare in instances such as where you have provided services inefficiently or where you have not logged the booking / trip completion properly. You agree that the fare can be cancelled in cases of incorrect booking, complaints of fraud etc.
3.3 In consideration of grant of permission to access and use OXA’s website, mobile application and related services, you authorise UIC to charge a service fees from the Customer on a per transaction basis, calculated as a percentage of the net fare (fare not inclusive of applicable taxes and charges), as determined and calculated by the fare calculator, which will be provided to you over email / messages.UICreserves the right to change the service fee at its own and sole discretion, based upon market and business factors. Continued use of the OXA services, upon notice of the changed service fees will constitute your consent to such change.
3.4 You acknowledge and agree that the User may elect to cancel a booking prior to your arrival, in which case, the User maybe charged a cancellation fees on your behalf.If charged and received, the cancellation fees will deemed to be fare for the cancelled booking, for a pro rata remittance towards the said cancelled booking.
3.5 All taxes and other such liabilities will be borne by you and you will be responsible for payment of all kinds of taxes n arising from the performance of the services by you hereunder.
4. PROPRIETARY RIGHTS AND LICENSE:
4.1 OXA services, website, mobile application and all and any related products and services including inter alia the intellectual property rights, proprietary, confidential and sensitive data, are and shall remain the exclusive and undisputed property of OXA, its assigns or affiliates. Neither this Agreement nor your use of the OXA service, website and/ or mobile applications will grant you any right in respect other than the limited license as granted herein. Other than the use in connection with the services as permitted hereunder, you are not allowed to use OXA’s brand, trademark, logo, any indicia or copyright, design, patents, proprietary information or any other intellectual property right, in any manner, whatsoever. You will not register or attempt to register OXA’s intellectual property or any other proprietary right or will claim ownership, in any manner, whatsoever, any right, title or interest in the said intellectual property and/or proprietary rights. You will maintain confidentiality and will not disclose any content, data or information including that of the users, which are or can be considered proprietary, confidential or sensitive information of OXA.
4.2 Subject to the terms of this Agreement, UIChereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable license, during the term of this Agreement, for the territory, to access and use the OXA services including the OXA website and mobile application, solely for the purpose of providing the transportation services to Users. All rights not expressly and specifically granted to you, are reserved with UIC, its assigns and affiliates.
4.3 You will not, on your own or through any third party:
a. Allow license, sub-license, sell, resell, transfer, assign, distribute or in any manner, create any third party right, title or interest or make available to any third party, OXA services and the intellectual property rights in inter aliaOXA’s website and mobile application;
b. Modify, change, reverse engineer, copy or make derivative work based upon the OXA services, website or mobile application. You will not use the OXA services, website or mobile application in any unauthorized or illegal manner, whatsoever. You will not use the OXA services, website or mobile application for unauthorizedly obtaining data, mirroring or spamming the data for any purpose, whatsoever. You will not use any technology, means or measure such as crawler, bugs etc. to unauthorizedly or illegally access or use the OXA services, websites and/or mobile application,
c. Allow, by any means or manner, whatsoever, third party to design or develop a competitive or substantially similar product or service or to copy or extract any feature, functionality, or content thereof.
5. Representations and Warranties:
5.1 You represent and warrant that you have full power and authority to enter into this Agreement and perform obligations hereunder. You have not entered into and during the term of this Agreement, you will not enter into any agreement, that will prevent you from performing your services or complying with this Agreement. You further represent and warrant that you are complying with and will comply with all the applicable laws, rules and statutory compliance, during the term of this Agreement.
5.2 You acknowledge and agree that OXA, its assigns, exclusive licensees, affiliates etc. provides its services, website and / or mobile application on AS IS and AS AVAILABLE basis. UIC and its assigns, exclusive licensees and affiliate do not represent, warrant or guarantee that your access to or use of the OXA services, website, mobile application will be uninterrupted or error free or will result in any request for booking. You agree and acknowledge that OXA and its assigns, exclusive licensees and affiliates function as on-demand lead generation platform only and makes no representation, warranties or guarantees as to action or inactions of the user who may request or receive your services. UIC cannot and does not screen the users or evaluate them on its own. You are advised to take reasonable care and precaution with respect to interaction with third parties in connection with the use of OXA services, website and mobile application. UIC does not guarantee the availability of its services, website or mobile application and you agree that the same can be unavailable at any time and for any reason. UIC will not be liable or responsible for any delay, limitations or any other problem arising due to technical or technological problems.
5.3 You will indemnify, defend and hold OXAand its master franchiseeUIC harmless, its assigns, exclusive licensees and affiliates as well its directors, principal officers, employees etc. from and against any and all liabilities, expenses, damages, penalties, fines and taxes arising out of or in relation to a) the breach of your representation, warranty or obligations under this Agreement or b) any claim of any user or third party including governmental authority, directly or indirectly, in relation to your services, which are rendered in terms of this Agreement.
6. Term and Termination:
6.1 This Agreement shall commence on the date when you access and open an account with OXA Mobile App and / or OXA Website for providing services. The Agreement shall continue until terminated as setforth herein.
6.2 Either party may terminate this Agreement without cause at any time upon seven days written notice to the other party or immediately without notice in case of any material breach of this Agreement or insolvency or bankruptcy of the other party. In addition, UIC may terminate this Agreement immediately, without notice, with respect to you in the event you no longer qualify under applicable law or under UIC standards and policies, to provide the services or to operate vehicle or otherwise.
6.3 Upon termination, you will promptly remove / delete the mobile application from your device. Your warranties, representation and obligations may survive the termination of this Agreement.
7. THE RELATIONSHIP BETWEEN THE PARTIES UNDER THIS AGREEMENT IS SOLELY THAT OF INDEPENDENT CONTRACTING PARTIES. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT IS NOT AN EMPLOYMENT AGREEMENT, NOR DOES IT CREATE AN EMPLOYMENT RELATIONSHIP, BETWEEN UIC AND YOU OR ANY JOINT VENTURE, PARTNERSHIP, OR AGENCY RELATIONSHIP EXISTS BETWEEN UIC AND YOU. YOU HAVE NO AUTHORITY TO BIND UIC OR ITS AFFILIATES AND YOU UNDERTAKE NOT TO HOLD YOURSELF OUT AS AN EMPLOYEE, AGENT OR AUTHORIZED REPRESENTATIVE OF UIC OR ITS AFFILIATES. WHERE, BY IMPLICATION OF MANDATORY LAW OR OTHERWISE, YOU MAY BE DEEMED AN AGENT OR REPRESENTATIVE OF UIC, YOU UNDERTAKE AND AGREE TO INDEMNIFY, DEFEND (AT UIC / OXA’S OPTION) AND HOLD UIC / OXA AND ITS AFFILIATES HARMLESSFROM AND AGAINST ANY CLAIMS BY ANY PERSON OR ENTITY BASEDON SUCH IMPLIEDAGENCY OR REPRESENTATIVE RELATIONSHIP.
8. GENERAL TERMS:
8.1 Entire Agreement - This Agreement, including all annexure, schedule and supplemental terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.
8.2 Assignability - Neither party shall assign or transfer this Agreement or any of its rights orobligations hereunder, in whole or in part, without the prior written consent of the other party, provided that UIC may assign or transfer any or all of its rights orobligations under this Agreement from time to time without consent to aSub-franchisee.
8.3 Severability - If any provision of this Agreement is or becomes invalid or non-binding, the partiesshall remain bound by all other provisions hereof. In that event, the parties shall replace theinvalid or non-binding provision with provisions that are valid and binding and that have, to thegreatest extent possible, a similar effect as the invalid or non-binding provision, given thecontents and purpose of this Agreement.
8.4 Any notice delivered by UIC to you under this Agreement will be delivered byemail to the email address associated with your account or by posting on the portal available toyou on the OXA Services. Any notice delivered by you to UIC under this Agreement will bedelivered by contacting UIC at email@example.com.
8.5 Governing Law – The laws of India, without reference to conflict of law rules, govern these Terms and Conditions.
8.6 Dispute Resolution –Any dispute or claim relating in any way to this Agreement shall be referred to and finally determined by a panel of Sole Arbitrator, duly appointed by UIC. The arbitration shall be conducted in terms of the law and procedure aslaid down under the Indian Arbitration and Conciliation Act, 1996, as amended from time to time. The place of arbitration shall exclusively be Kolkata India. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of India. The arbitration award shall be final and binding on both parties.
8.7 No Third-Party Beneficiaries. Except as set forth in these Terms and Conditions, these Terms and Conditions do not create any third-party beneficiary rights in any individual or entity.
8.8 No Waivers. The failure by us to enforce any provision of these Terms and Conditions will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.