Last updated June 6, 2015
Acceptance Of Terms
“TechClove Technologies Pvt Ltd” reserves the right, at its sole discretion, to modify or replace the terms at any time. If the alterations constitute a material change to the terms, “TechClove Technologies Pvt Ltd” will notify you by Posting an announcement on the site. What constitutes a material change will be determined at “TechClove Technologies Pvt Ltd”’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any service or viewing any content following notification of a material change to the terms shall constitute your acceptance of the Terms as modified
In This User Agreement:
- “Account” means the account you open when you register on the Website.
- “Client” means a User that investigates and purchases Service Provider Services or items from Service Providers or identifies a Service Provider through the Website.
- “Milestone Payment” means a prepayment made by the Client for the provision of Service Provider Services under a User Contract and which will be released in accordance with the section “Milestone Payments” below.
- “Package”, “Project” or “Listing” means a job offered or awarded by a Client via the Website, which may include a Project or Package listed by a Client, a project awarded by a Client (for example through a job posting), a service bought by a Client from a Service Provider, and service awarded by a Client to a Service Provider as a result of a Package Sale or job posting via Flatpebble
- “Service Provider” means a means a User that offers and provides services or identifies as a Service Provider through the Website, including but not limiting to various affiliate / registered merchants / vendors / service providers and freelancers
- “Service Provider Services” means all services provided by Service Providers.
- “User”, “you” or “your” means an individual who visits or uses the website
- “User Contract” means : (1) this User Agreement; (2) the Code of Conduct as amended from time to time; (3) any other contractual provisions accepted by both the Service Provider and Client uploaded to the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct; and (4) the Project and or Package terms as awarded and accepted on the Website, to the extent not inconsistent with the User Agreement and the Code of Conduct.
- “Website” means the websites operated by Techclove Technologies Pvt Ltd. and available at: Flatpebble and any related Flatpebble service, tool or application.
You will not use the Flatpebble Website if you:
- are not able to form legally binding contracts; or
- a person barred from receiving and rendering services under the laws of India or other applicable jurisdiction; or
- are suspended from using the Flatpebble Website.
Users may provide a business name or a company name, which is to be associated with the User's Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register a person or corporate entity as a User.
While using the Flatpebble Website, you will not:
- post content or items in inappropriate categories or areas on our websites and services;
- infringe any laws, third party rights or our policies, such as the Code of Conduct;
- fail to deliver payment for services delivered to you, unless the Service Provider has materially changed the Service Provider Service provided from the bid or a clear typographical error is made;
fail to deliver Service Provider Services purchased from you, unless the Client fails to meet the terms, materially alters the terms of the Service Provider Services from the listing;
circumvent or manipulate our fee structure, the billing process, or fees owed to Flatpebble;
- post false, inaccurate, misleading, defamatory or offensive content (including personal information);
- take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Flatpebble Website);
- transfer your Flatpebble account (including feedback) and Username to another party without our consent;
- distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Flatpebble, the Website, or the interests or property of Flatpebble users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
- download and aggregate listings from our website for display with listings from other websites without our express written permission, "frame", "mirror" or otherwise incorporate any part of the Website into any other website without our prior written authorisation;
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Flatpebble Website;
- copy, modify or distribute rights or content from the Flatpebble Website or Flatpebble's copyrights and trademarks; or
- harvest or otherwise collect information about Users, including email addresses, without their consent.
3Purpose of the site and description of services
Flatpebble is a marketplace where Clients and Service Providers can identify each other and buy and sell Flatpebble and/or Business Related Services online. Subject to the terms of this Agreement, Flatpebble provides the Site Services to Clients and Service Providers, including hosting and maintaining the Site, enabling the formation of Service Contracts between Clients and Service Providers. If a Client and Service Provider agree on terms of the Flatpebble Services, a Service Contract is formed directly between such Client and Service Provider, subject to the provisions set forth in Section 5 (Relationship Between Client and Service Provider). When a Client and Service Provider enter a Service Contract, they use the Site to engage or hire, communicate, and pay online.
Your access to and use of the Site may be interrupted from time to time as a result of equipment malfunction, updating, maintenance or repair of the Site or any other reason within or outside the control of “TechClove Technologies Pvt Ltd”. “TechClove Technologies Pvt Ltd” reserves the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice. “TechClove Technologies Pvt Ltd” may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability.
4Contractual relationship between Client and Service Provider
Upon the Client buying a Package or awarding a Job or project to the Service Provider, or the Service Provider’s acceptance on the Website, or the purchase of an item or Package by a Client from the Service Provider, the Client and Service Provider will be deemed to have entered into a User Contract under which the Client agrees to purchase, and the Service Provider agrees to deliver the Service Provider Services. You agree not to enter into any contractual provisions in conflict with the User Agreement.
You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Client or Service Provider, or in any other uses you make of the Website.
If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.
Depending on their jurisdiction, Service Providers and Clients may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded.
Each User acknowledges and agrees that the relationship between Clients and Service Providers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Service Provider and the User.
5Content submitted or made available for inclusion on the Website
By submitting content to the site you are granting “TechClove Technologies Pvt Ltd” a worldwide, Non exclusive license to use the content and are representing and warranting to “TechClove Technologies Pvt Ltd” That the content is owned or duly licensed by you, and that “TechClove Technologies Pvt Ltd” is free to publish, Distribute and use the content as hereinafter provided for without obtaining permission Or license from any third party.
In consideration of “TechClove Technologies Pvt Ltd”’s agreement to allow you to post Content to the Site and “TechClove Technologies Pvt Ltd”’s agreement to publish such Content and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with “TechClove Technologies Pvt Ltd” as follows:
You acknowledge that:
- By posting Content to the Site you hereby grant to “TechClove Technologies Pvt Ltd” a non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content in connection with the Services. This license will exist for the period during which the Content is posted on the Site and will automatically terminate upon the removal of the Content from the Website;
- The license granted to “TechClove Technologies Pvt Ltd” includes the right to use your Content fully or partially for promotional reasons and to distribute and redistribute your Content to other parties, web-sites, applications, and other entities.
- “TechClove Technologies Pvt Ltd” uses standard measures to restrict the ability of users and visitors to the Site to make high resolution copies of Content posted on the Site. Notwithstanding this, “TechClove Technologies Pvt Ltd” makes no representation and warranty that Content posted on the Site will not be unlawfully copied without your consent. “TechClove Technologies Pvt Ltd” does not restrict the ability of users and visitors to the Site to make low resolution or ‘thumbnail’ copies of Content posted on the Site and you hereby expressly authorize “TechClove Technologies Pvt Ltd” to permit users and visitors to the Site to make such low resolution copies of your Content;
- Subject to the terms of the foregoing license, you retain full ownership or other rights in your Content and any intellectual property rights or other proprietary rights associated with your Content.
- Reviews are a property of TechClove Technologies Pvt. Ltd. and will not be removed unless requested by the customer or a court order. Read Review FAQ's here.
You represent and warrant that:
- You are the owner of all rights, including all copy rights in and to all Content you submit to the site;
- You have the full and complete right to enter into this agreement and to grant to “TechClove Technologies Pvt Ltd” the rights in the Content herein granted, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by “TechClove Technologies Pvt Ltd” of the Content as contemplated herein;
- The Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or violate any law or judicial or governmental order.
- You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against “TechClove Technologies Pvt Ltd”, all of which such rights are hereby expressly and irrevocably waived by you in favour of “TechClove Technologies Pvt Ltd”.
6Fees And Services
We charge fees for certain services, such as Package sales fees, introduction fees for Jobs, listing upgrades and memberships. When you use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our schedule of Fees and Charges, which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events (for example, discounts on memberships) or new services, and such changes are effective when we post the temporary promotional event or new service on the Websites.
If Client fails to pay Flatpebble Fees or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, Flatpebble may suspend or close Client's Account and revoke Client's access to the Site, including Client's ability to use the Site to process any additional payments or obtain any additional Flatpebble Services. Without limiting other available remedies, Client must pay Flatpebble upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Flatpebble, at our discretion, may set off amounts due against other amounts received from or held by Flatpebble for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
In order to use certain Flatpebble Services, Client must provide account information for at least one valid Payment Method. Flatpebble makes the following methods of payment available: credit cards, debit cards, PayPal and bank transfers to select banks in India .
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means.
We reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement, if we discover erroneous or duplicate transactions, or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the credit card company, bank, PayPal or other payment method as used by you, or as used by your Client if you are a Service Provider. You agree that we have the right to any other payment methods or accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Flatpebble Account.
Indian Rupee and foreign currency conversion
Flatpebble and its Services operate in Indian Rupees (INR). If your Payment Method is denominated in a currency other than Indian Rupees and requires currency conversion, additional fees may be charged to your account and or Payment Method.
7Formal Invoices and Taxes
As applicable by Indian Tax laws, Flatpebble will automatically generate Invoices towards the Client on behalf of the Service Provider for any Package Sales, or payments received towards Jobs awarded to a Service Provider. As a Service Provider on Flatpebble, you automatically authorize Flatpebble to invoice Clients on your behalf.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.
When required by applicable Indian tax law, we may deduct or withhold taxes for payments due to you. If we deduct or withhold taxes from payments due to you, we will issue to you the relevant withholding tax certificate evidencing deposit of the taxes with the relevant regulatory authorities.
As we are a company incorporated in India, all fees earned by us from Indian Users will be subject to Indian Services Tax on all fees, which will be shown separately on all invoices.
You must also comply with your obligations under income tax provisions in your jurisdiction.
We do not operate an escrow service. We do however, follow a policy which allows controlled payments to be made with respect to a Service Provider upon specific milestones achieved during the course of the services rendered.
Subject to the User Contract, the Client can make a milestone payment, which will be locked from the Client's Account and cannot be claimed by the Service Provider until:
- the Client and Service Provider agree that the funds can be claimed by the Service Provider;
- if there is a dispute, the Client and Service Provider have concluded the dispute and the dispute is resolved in the Service Provider’s favour;
- the Client instructs us to pay a Service Provider for services performed by the Service Provider in respect of a project or contest; or
- the Client acknowledges that the Service Provider has completed the services fully and satisfactory.
9Cancellations & Return of funds
Our Cancellation and Refund policy can be found here
You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit Clients identified through the Site to contact, hire, work with, or pay outside of Flatpebble.
- Accept proposals or solicit Clients identified through the Site to contact, deliver services, invoice, or receive payment outside of Flatpebble.
- Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Client and Service Provider.
You agree to notify Flatpebble immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Flatpebble by sending an email message to: asknull@flatpebble .com
11Ownership of Work Product and Intellectual Property Rights
Upon Service Providers receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole the Client. The service provider may retain other rights as applicable by law.
License to or Waiver of Other Rights
If the Service Provider has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Service Provider, Service Provider hereby automatically, upon Service Provider's receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Service Provider, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Service Provider has any rights to such Work Product that cannot be assigned or licensed, Service Provider hereby automatically, upon Service Provider's receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights.
Service Provider will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Service Provider's signature on any document needed in connection with the foregoing, Service Provider hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Service Provider.
12Relationship with Flatpebble
Flatpebble is not a party to the dealings between Client and Service Provider, including posts, proposals, screening selection, contracting, and performance of Service Provider Services. Flatpebble merely makes the Site Services available to enable Service Providers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Service Providers for themselves. Flatpebble does not, in any way, supervise, direct, or control Service Provider or Service Provider's work. Flatpebble does not set Service Provider's work hours, work schedules, or location of work, nor is Flatpebble involved in determining if the Service Provider Fees will be set at an hourly or fixed rate for a Service Contract. Flatpebble will not provide Service Provider with training or any equipment, labor, or materials needed for a particular Service Contract. Flatpebble does not provide the premises at which the Service Provider will perform the work. Flatpebble makes no representations about, and does not guarantee the quality, safety, or legality of, the Service Provider Services; the truth or accuracy of Service Provider's listings on the Site; the qualifications, background, or identities of Users; the ability of Service Providers to deliver the Service Provider Services; the ability of Clients to pay for the Service Provider Services; or that a Client or Service Provider can or will actually complete a transaction.
You hereby acknowledge and agree that Flatpebble may provide information on the Site about a Service Provider or Client, such as feedback, a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Service Provider or Client voluntarily submits to Flatpebble and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Flatpebble; Flatpebble provides such information solely for the convenience of Users.
You expressly acknowledge, agree, and understand that: (a) Flatpebble is merely a venue where Users may act as Clients and/or Service Providers; (b) Flatpebble is not a party to any Service Contracts between Clients and Service Providers; (c) you are not an employee of Flatpebble and that Flatpebble does not, in any way, supervise, direct, or control the Service Provider or Service Provider Services; (d) Flatpebble will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) Flatpebble has no control over Service Providers or the Service Provider Services offered or rendered by Service Providers; and (f) Flatpebble makes no representations as to the reliability, capability, or qualifications of any Service Provider or the quality, security, or legality of any Service Provider Services, and Flatpebble disclaims any and all liability relating thereto.
13Access And Interference
You agree that you will not use any robot, spider, scraper or other automated means to access the Flatpebble Website for any purpose without our express written permission.
Additionally, you agree that you will not:
- take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
- interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the Flatpebble Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the website’s without the prior express written permission of Service Provider and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of the website’s, services or tools, or any activities conducted on or with the website’s, services or tools; or
- bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
You will indemnify, defend, and hold harmless Flatpebble, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Service Provider as an independent contractor; the classification of Flatpebble as an employer or joint employer of Service Provider; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.
You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the Service Provider Services and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unathourised access of your account resulting from your failure to secure your password.
16No Warranty As To Each User’s Purported Identity
Because User identification on the internet is difficult, we cannot and do not confirm each User's purported identity. We may provide information about a User, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
17No Warranty As To Content On The Website
The Website is a dynamic time-sensitive website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading or mislabeled or deceptively labelled accidently by us or accidentally or purposefully by a third party.
Our Services, the Website and all content on it are provided on an 'as is', 'with all faults' and 'as available' basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
- the Website or any Seller Services or Service Provider Services;
- the accuracy, reliability, availability, veracity, timeliness or content of the Website or any Seller Services or Service Provider Services;
- whether the Website or Seller Services or Service Provider Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
- whether defects in the Website will be corrected;
- whether the Website, the Seller Services or the Service Provider Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Website, Seller Services or Service Provider Services;
- any third party agreements or any guarantee of business gained by you through the Website, Seller Services or Service Provider Services or us; or
- the Website, Seller Services or Service Provider Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.
18Limitation Of Liability
In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
- any indirect, special, incidental or consequential damages that may be incurred by you;
- any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Website.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 (Cth) and relevant state fair trading legislation.
To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the Service Provider services again or the payment of the cost of having the Service Provider services supplied again.
Last updated May 19, 2017
Acceptance Of Terms of Escrow Agreement
The web pages available at www.flatpebble.com and all linked pages (“Site”), are owned and operated by TechClove Technologies Pvt Ltd, (hereinafter referred to as "TechClove" or Flatpebble) a privately held, limited liability company registered in India and is accessed by you under the Terms of the Escrow Agreement described below (“Escrow Terms”).
BY USING THE PLATFORM, APP AND / OR BY PURCHASING SERVICES OR PRODUCTS ON THE PLATFORM YOU AGREE TO BE BOUND BY THE CONTRACT (ESCROW AGREEMENT).
In This User Escrow Agreement:
THIS DATE OF THE AGREEMENT IS THE DATE OF CONFIRMATION SERVICE / SALES ORDER.
This agreement is executed by and between
Techclove Technologies Pvt. Lts, Complany registered under the companies act 1956, having its registered office T-Hub, 3rd Floor, Cabin No 11, IIIT- Hyderabad Campus, Gachibowli, Hyderabad- 500032. (herein after called the “Platform” or “Escrow Agent” or “First party” Which expression shall include Its successors or assigns).
Customer:- who is initiating a sales order in the portal of the company for receipt of the service or goods as the case may be as per annexure –I (sales order), (herein after called the “Customer” or “Second party” Which expression shall include Its successors or assigns).
Supplier:- Who is identified by the customer, against a sales order for the supply of the service or Goods as the case may be as per annexure-I (sales order), (herein after called the “Supplier” or “Third party” Which expression shall include Its successors or assigns).
WHEREAS, the FIRST PARTY is a platform hosted on the world wide web and offers the sale of services as mentioned in the Annexure II to this agreement.
AND WHEREAS , the said SECOND PARTY has approached the FIRST PARTY and is willing to purchase the services offered for sale on the portal or platform of the first party, for the final delivery of the service to be performed by the party to the Third party.
AND WHEREAS, in these presents the pronoun “he” or “she”, “his” or “her” shall mean and be construed to have been used instead of any person (male or female), a firm, company or any other legal entity capable of holding property and the singular shall include the plural and vice versa, if the contract so admits.
NOW THIS CONVENANT WITNESSETH THAT THE SECOND PARTY HAS AGREED TO APPOINT THE FIRST PARTY AS ESCROW AGENT FOR THE SALE OF SERVICE AND DELIVERY BY THE THIRD PARTY ON THE TERMS AND CONDITIONS MENTIONED HERE UNDER :
1APPOINTMENT AND COMMENCEMENT
The SECOND PARTY hereby appoints the FIRST PARTY as its ESCROW AGENT, to ensure the delivery of the sale of service as agreed in the Annexure-I. This appointment of the third party into the agreement is confirmed as per the calender published with the Platform. The agreement will be deemed to be effective from the date of Sales order or Annexure-I.
2DURATION OF CONTRACT
That, the duration of this Contract / Agreement shall be in force unless otherwise cancelled by second party or the third party as the case may be and the cancellation procedure document will be inforce. The contract shall be applicable only for the date(s) of the booking as per the sales order or annexure-I and in no case shall be for any other date(s) as the case may be. This agreement ceases to exist if there are any changes made sales order or annexure-I.
3STATUS AND POSITION
That, the FIRST PARTY shall hold the position of ESCROW AGENT on behalf of the SECOND PARTY for the sale of service as mentioned in the sales order and the payment terms specified in the sales order. FIRST PARTY, and shall enjoy all the rights, privileges and facilities and simultaneously be bound by all duties and liabilities as that of an agent acting for and on behalf of the customer.
4COMMISSION AND REMUNERATION
The FIRST PARTY has the sale of service as per the annexure –II, the Second Party shall choose a service product within the list.
PAYMENT TERMS : Second party if chooses for the sale of service from the Category –B of the services, then the entire sale consideration as per the sales order or annexure-I is to be paid in advance at the time of creation of the sales order. Incase of the cancellation of the sales order by the Second party or the Third party this agreement ceases to exist and cancellation policy will come into force and refunds of the amounts will be made as per the cancellation policy.
Second party if chooses for the sale of service from the Category –A of the services, then the second party can confirm the sales order by making payment of 30% of the entire sale consideration as per the sales order or annexure-I. Second party shall adhere to the recommended payment terms as per the sales order. Incase of any deviation from the recommended payment terms, the first pasty ceases to operate as escrow agent suomoto. The third party should adhere to service delivery mechanism as laid out in the appointment agreement, any deviation in the service delivery mechanism from the standard policy as laid out in the appointment agreement, the first party cease to operate as escrow agent suomoto. Incase of the cancellation of the sales order by the Second party or the Third party this agreement ceases to exist and cancellation policy will come into force and refunds of the amounts will be made as per the cancellation policy.
RATE OF COMMISSION AND SERVICE : That, the FIRST PARTY will pay to the THIRD PARTY as per the standards agreed in the appointment agreement, local taxes and TDS as per the laws of the land in force on the date of the sales order. Charges will be paid by the FIRST PARTY after deduction of TDS at applicable rates.
5REIMBURSEMENT OF ESTABLISHMENT EXPENSES
The first party would not reimburse any expenses that are being incurred by the third party. On the contrary if the Second party undertakes to carry on any such terms with the third party, The first party ceases to operate as escrow agent and the agreement shall be suomoto terminated.
All the concern parties to the agreement shall adhere to the terms and conditions of the platform as on the date of sales order.
The payment terms between the First party and the Third Party shall be as per the appointment agreement between them and subject to statutory deductions.
8RIGHTS TO RESPONSIBILITY OF THE FIRST PARTY
That, keeping in view various constraints, the FIRST PARTY may not accept some or all the orders placed by the SECOND PARTY and the company shall not be liable for any loss or trade or profit or any damages, direct or consequential, special or otherwise to the CUSTOMER OR SUPPLIER or to any other person for refusal and or failure to deliver or for any delay / error in delivery of the company’s products for any reasons whatsoever.
FIRST PARTY is not responsible In no event shall be liable for any consequential, indirect, incidental, punitive or special damage whatsoever, including without limitation, damage for loss of personal belongings or property or any such materials.
9CHANGE IN TERMS OF THE CONTRACT
The Company reserves the right to amend, change, modify or cancel any of the terms of this contract with prior notice to the other parties to the agreement, in which case a fresh deed will have to be executed by the parties incorporating such changes.
10TERMINATION OF CONTRACT
That, it shall be open to the party of the FIRST PART to terminate the agreement at any time if the party of the SECOND PART is found to have violated the mandate or any of the terms and conditions of the Agreement or deviated from the recommended payments terms.
11IPSO FACTO TERMINATION OF CONTRACT
That, this agreement / appointment shall ipso facto cease and terminate on the happening of any of the following events:
Upon any assignment / attempted assignment by the party to the second part directly with the party to the third part.
On the dissolution or the commencement of liquidation / winding up (whether voluntary or otherwise) of the Third part or upon any partner being adjudicated insolvent or of unsound mind or accused of an offence involving moral turpitude as the case may be; or on the appointment by a court or under a power conferred by any instrument, a receiver or manager of its assets. The Second Party shall immediately notify the company in writing of the happening of any event referred above.
12TERMINATION WITHOUT NOTICE
That, the company reserves the right to terminate this agreement without any notice if there is a breach of any of the terms & conditions set out in this agreement.
13VALIDITY AND ENTIRETY
That, invalidity or unenforceability of any part of this agreement shall not prejudice or affect the validity or enforceability of the remainder. This agreement is the entire agreement between the parties hereto as to the subject matter hereof and no variation, modification, waiver or amendment or any of the terms shall be effective unless in writing and signed by or on behalf of each of the parties.
14JURISDICTION FOR DISPUTES
That, all disputes connected with the terms of this agreement shall be subject to jurisdiction of courts in Hyderabad, Andhra Pradesh only.
That, all disputes and differences that may arise between the parties including the interpretation of any of the clauses of these presents or in relation to any of the matter (s) whatsoever touching the affairs of the business contemplated under this Agreement, the same shall be referred to Arbitration under the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time and each party shall appoint its own Arbitrator and shall inform the other party about such appointment. The Arbitrator (s) so appointed by the parties hereto in difference and the Arbitrator / Arbitrators shall before proceeding with the reference appoint an Umpire. The decision of the Sole Arbitrator or the Arbitrators appointed by the parties hereto as the case may be shall be final and binding on the parties in differences. The Arbitration proceedings will be conducted at Hyderabad, Andhra Pradesh only.
“TechClove Technologies Pvt Ltd” reserves the right, at its sole discretion, to modify or replace the escrow agreement at any time. If the alterations constitute a material change to the terms, “TechClove Technologies Pvt Ltd” will notify you by Posting an announcement on the site. What constitutes a material change will be determined at “TechClove Technologies Pvt Ltd”’s sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any service or viewing any content following notification of a material change to the terms shall constitute your acceptance of the Terms of the Escrow Agreement as modified
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