This Merchant User Agreement (“Agreement”) is between you (company/ Individual/ firm/ body corporate), together with any company or other business entity you are representing, if any (hereinafter called collectively, “client” or “Merchant” or “you” or “user” or “Licensee”); AND A & B Marketing , a company registered under the Companies Act, 1956, and having registered office at 58/F Ashok Niwas Bldg, Maruti Lane, Mhatarpakhadi Road Mazgaon Mumbai (400010), India offering ‘Logistics Management Services’, under the name ‘destinationzcourier.in’ (hereinafter referred to as “A&BM” or “Service Provider” or “destinationzcourier.in”).
This Agreement comes into effect when you register to use the Services, or click on “Continue” box, and accept the terms and conditions provided herein. By registering or clicking on the “Continue” box, you signify your absolute and unconditional consent to all the provisions of this Agreement in its entirety. This agreement constitutes a legally binding agreement between you and A&BM. This Agreement shall define the terms and conditions under which you’re allowed to use the Website and how A&BM will treat your account while you are a member. If you have any questions about our terms, feel free to contact us at firstname.lastname@example.org
The Website/ Mobile App and the online/ offline service (“Service(s)”) of A&BM or its affiliates, provides access to a platform that facilitates more comfortable form of e-commerce where you can use the Services according to your requirements in their city or anywhere in India.
This Agreement, among other things, provides the terms and conditions for use of subscription Services, primarily a web-based practice management software hosted and managed remotely through the website.
We reserve the right to modify the terms herein, at any time, without giving you any prior notice. Your use of the Service following any such modification constitutes your agreement to follow and be bound by the terms of the Agreement, as modified.
Any additional terms and conditions, disclaimers and other policies applicable to general and specific areas of this Website/ Service shall be construed to form a part of this Agreement.
Your access to use the Services will be solely at the discretion of A&BM.
2. USER ACCOUNT USAGE
This Agreement is a master agreement which governs one or more Services that are offered by A&BM to the User. A&BM authorizes the User to view and access the content available on the Services solely for ordering, receiving, delivering and communicating only as per this Agreement. The contents of the Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Services (collectively, “Service Content”), are the property of A&BM and are protected under copyright, trademark and other laws. User shall not modify the A&BM Content or reproduce, display, publicly perform, distribute, or otherwise use the A&BM Content in any way for any public or commercial purpose or for personal gain.
The Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their log-in or right to use the Service to any third party. You, the User, are solely responsible for the way anyone you have authorized to use the services and for ensuring that all of such Users comply with all of the terms and Conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such User shall be deemed to be a violation thereof by you.
Multiple Users are not permitted to share the same/single log-in. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any log-in you use to access the Services.
You agree that any registration information you give to A&BM will always be true, accurate, correct, complete and up to date, to the best of our knowledge. Any phone number used to register with the Service be registered in your name and you might be asked to provide supporting documents to prove the same.
You agree that you will not use the Services provided by A&BM for any unauthorized and unlawful purpose. You will not impersonate another person.
You agree to use the Services only for purposes that are permitted by
(a) the terms of usage as outlined herein; and
(b) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from India or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by A&BM, unless you have been specifically allowed to do so in a separate agreement with A&BM
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
You shall indemnify A&BM for any claims, losses or damages, or for the costs of any regulatory or court proceedings suffered by A&BM because of your breach under any applicable law.
You expressly acknowledge and agree that your use of the Services is at your sole risk and that the services are provided “as is” and “as available and A&BM at its discretion, will provide any customization or modification, if required by the User.
You agree that this Agreement and the Services of A&BM form a part of subject to any modification or be removed by A&BM with change in government regulations, policies and local laws as applicable.
3. FEES AND PAYMENT
Subject to the provisions of this Agreement, the User will pay A&BM the fees and other amounts set forth in the applicable annexures, in accordance with the provisions of this section. The fees and expenses set forth in the annexures are deemed inclusive of all actual net expenses and costs.
A&BM may add new services for additional fees and charges or may proactively amend fees and charges for existing services, at any time in its sole discretion. Fees stated prior to the services being provided, as amended at A&BM s sole discretion from time to time, shall apply.
If you purchase any subscription based paid service, you authorize A&BM to charge you applicable fees at the beginning of every subscription period or at such intervals as applicable to the said service, and you authorize A&BM make such modification to the fee structure as required and also agree to abide by such modified fee structure.
You agree that the billing credentials provided by you for any purchases from A&BM will be accurate and you shall not use billing credentials that are not lawfully owned by you.
The User agrees to pay all subscription fees, service fee and other fees applicable to User s use of Service and the User shall not circumvent the fee structure. The fee is dependent on the Services that User purchases and on any additional usage beyond limitations of the Services but not on actual usage of the products. The fee charged except in case of prepaid payments is non-refundable.
Each User is solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting. A&BM is in no way responsible for any of the User s taxes or legal or statutory compliances, except for its own due diligence.
All fees are exclusive of taxes. Service Tax and other statutory taxes as applicable are levied on every purchase.
The payment process would be considered to be complete only on receipt of the fees into A&BM s designated bank account.
Fees not received within the specified due dates attract late charges of 1%per month from the due-date of payment, and any such charges may be levied at A&BM s sole discretion.
A&BM reserves the right to modify the fee structure by providing a 30 (thirty) days prior notice, either by notice on the Service or through email to the authorized User, which shall be considered as valid and agreed communication. Upon the User not communicating any response to A&BM to such notice, A&BM shall apply the modified fee structure effective from the expiry of the said notice period.
In order to process the fee payments, A&BM might require details of User s bank account, credit card number and other such financial information. Users shall be responsible to maintain the confidentiality of such information provided by Users.
A&BM will raise invoice in accordance to the payment section as applicable for the Services rendered. Such invoice will be in such form and detail as per the applicable annexures.
You can cancel your access to the Services using any of the cancellation methods listed in the Annexures or by contacting our customer support by email at email@example.com. The one-time set-up fees shall not be refunded to the User.
4.1 A&BM shall not be responsible or liable in any manner to the Users for any losses, damage, injuries or expenses incurred by the Users as a result of any action taken by A&BM where the User has consented for the same.
A&BM does not provide or make any representation, warranty or guaranty, express or implied about the Services. A&BM does not verify any content or information provided by Users and to the fullest extent permitted by law disclaims all liability arising out of the User s use or reliance upon the Services.
The Services of A&BM may be linked to the Services of third parties, affiliates and business partners. A&BM has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such Services or made available by/through our Services.
In no event, including but not limited to negligence, shall A&BM , or any of its directors, officers, employees, agents or content or service providers (collectively, the protected entities ) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials and functions related thereto, User s provision of information via the Services of the A&BMT, lost business or lost sales, even if such protected entity has been advised of the possibility of such damages. In no event shall the total aggregate liability of the protected entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions or a User s use of the Services exceed, in the aggregate INR 1000 (Indian Rupees One Thousand) only.
In no event shall the protected entities be liable for failure on the part of the Users to provide agreed Services In no event shall the protected entities be liable for any activity in relation to the Services provided by a User.
The protected entities and the A&BM shall not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in the Services, or for any unauthorized interception of Customer s communications or other breaches of privacy attributable in part to the acts or omissions of Customer or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of Customer provided systems, equipment, facilities or services that are interconnected with the Service.
User agrees to indemnify and hold harmless A&BM, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party vendors, from claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from his/her/ its access to or use of Service, violation of this Agreement, or infringement, or infringement by any other user of his/her/its account, of any intellectual property or other right of any person or entity. A&BM will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
6. TERM, TERMINATION AND DISPUTES
This Agreement will remain in full force and effect while the User is a user of any of the Services in any form or capacity.
The User can request for termination of his/her/its membership with A&BM at any time with a notice subject to the provisions in the annexure for the Services undertaken. During this notice period, A&BM will investigate and ascertain the fulfilment of any ongoing Services or pending dues related to fees or any other fees by the User. The User shall be obligated to clear any dues with A&BM for any of its Services for which the User has procured. A&BM shall not be liable to you or any third party for any termination of your access to the Services.
A&BM reserves the right to terminate any account in cases:
Once temporarily suspended, indefinitely suspended or terminated, the User may not continue to use the Services under the same account, a different account or re-register under a new account, unless explicitly permitted by A&BM
In case of dispute between the parties, the User hereby agrees to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of the parties, then each party shall nominate a person with respectable professional standing and unimpeachable conduct as its representative. These representatives shall, within 30 (thirty) days of a written request by either party to call such a meeting, meet in person and shall attempt in good faith to resolve the dispute.
Upon the parties being unable to appoint the representatives as aforesaid, or if the disputes cannot be resolved by such persons in such meeting as aforesaid, in such event, the disputes or differences shall be submitted to final and binding arbitration at the request of either of the parties upon written notice to that effect to the other. The disputes or differences shall be resolved by arbitration in Pune, Maharashtra, India in accordance with the Arbitration and Conciliation Act, 1996. The dispute shall be settled by a panel of 2 (two) arbitrators, appointed by each of the parties to constitute the arbitral tribunal. The language of the arbitration shall be English. Any arbitration award by the arbitral tribunal shall be final and binding upon the parties, shall not be subject to appeal, and shall be enforced by judgment of a court of competent jurisdiction. The costs of arbitration shall be at the discretion of the arbitral tribunal.
This Agreement and the relationship between the parties hereto shall be governed by, and interpreted in accordance with, the laws of India and subject to the above Clause (Dispute Resolution) the courts of Pune, Maharashtra, India shall have exclusive jurisdiction over all matters arising pursuant to this Agreement.
7. MISUSE OF THE SERVICES
8. SEVERABILITY & WAIVER
9. FORCE MAJEURE
In the event either party (the Prevented Party) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake, typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, plagues, other epidemics, or other unforeseen events beyond the Prevented Party s reasonable control (an Event of Force Majeure), the Prevented Party shall notify the other party without delay and within fifteen (15) days thereafter shall provide detailed information concerning such event and documents evidencing such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of its obligations under this Agreement.
If an Event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimize or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.
10. ENTIRE AGREEMENT
11. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to constitute a partnership between the parties hereto, nor, except as may be expressly provided herein, constitute any party as the agent of another party for any purpose, or entitle any party to commit or bind another party in any manner.
12. WAIVERS AND REMEDIES:
No failure or delay by the parties in exercising any right or remedy provided by Law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the parties under or pursuant to this Agreement are cumulative, may be exercised as often as such party considers appropriate and are in addition to its rights and remedies under the general Laws of India.
13. SPECIFIC PERFORMANCE:
The Parties shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.
14. INDIRECT AND CONSEQUENTIAL:
Losses Save as expressly provided otherwise in this Agreement, neither Party shall be liable under or in connection with this Agreement for any loss of income, loss of profits or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
15. CONTACT INFORMATION
If any User has any question, issue, complaint regarding any of our Services, please contact our customer service at firstname.lastname@example.org
If a User has any questions concerning A&BM, the Services, this Agreement, or anything related to any of the foregoing, it can be reached at the following email address – email@example.com