This Agreement’ is agreed and entered on the Effective Date by and between:
NSGA Travels Private Limited, a company registered under the Companies Act, 1956, with its principal office at 1110 Sec - 47, Gurgaon, 122010. including its successors and assignees thereof, and The Cab vendor, as detailed further in Annexure 1.
NSG TAXI & the Cab vendor are individually referred to as ‘Party’ and collectively as ‘Parties’. NSG TAXI referred collectively as ‘Facilitators’.
SCOPE OF SERVICES
If the Cab vendor is offering any promotional sales of Cab Transportation Services at discounted prices compared to usual Gross Rate, the Cab vendor shall ensure that the same discounted prices shall be offered to the customers booking through Facilitators.
The Facilitators may, at its sole discretion, offer certain promotions to the customers, except on any specific dates duly informed by the Cab vendor to Facilitators at least 5 (five) working days in advance.
The Parties may agree on the “Commission” for any transaction or set of transactions. Such Commission shall be payable by the Cab vendor to the Facilitator, and shall always be calculated as a percentage of the Gross Rate or as mutually agreed between the Parties. Any promotional offers of the Facilitators shall not be reduced from the Gross Rate for the purpose of calculation of Commission.
The Commission shall be paid as a separate payment to Facilitators, or may be set-off from payment collected from the customer, as may be decided by the Parties.
The Parties can agree over email the above mentioned commercial terms regarding Gross Rate.
Commission and promotional schemes, on time to time basis.
The Cab vendor shall Ensure the availability of information with respect
to Cab Transportation Services on real-time basis.Be responsible for rates made available to the
Facilitator.Shall ensure rate parity, and service availability parity between Facilitators and other
travel agents, Cab vendor( Cab owner) will be responsible to any misshaping with the
Act in good faith and shall not in any way commit acts prejudicial to the interest of Facilitators or the customers booking through Facilitators including without limitation, acts which in Facilitators sole discretion may amount to defrauding Facilitators or its customers.
The description of the Cab Transportation Services at Cab vendor’s
website should be consistent with the information as provided by Cab vendor pursuant to this Agreement
and such Cab Transportation Services should be actually provided for by the Cab vendor in line with
the description. In case the specified Cab Transportation Services (as per the specification shared by
the Cab vendor) are not provided by the Cab vendor, the Cab vendor shall be solely responsible to the
customer for any complaint in respect of the same.Any adverse change(s) in the confirmation terms as
provided by the Cab vendor, including the cancellation policy, refund policy etc. shall only be
applicable with prospective effect for bookings made after the implementation of the revised
Each Party represents and warrants to the other Party that:It has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all of its obligations, terms and conditions hereunder; and Neither the execution nor delivery of this Agreement, nor the fulfilment nor compliance with the terms and provisions hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter documents or by laws, if any, or any agreement, restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to which it is subject, or require any consent, approval or other action by any court, tribunal, administrative or governmental body.The information they have disclosed pursuant to the Agreement including the Annexures is true, accurate and complete.
The Cab vendor additionally represents and warrants that:
Facilitators would be responsible for issuing GST invoices towards the amount collected along with applicable GST from the customers booking cab services through Facilitators.For the service fee (if any) charged by Facilitators, Facilitators shall issue tax invoice on the customers for the amount of service fee along with applicable taxes.All payments under contract will be subject to applicable withholding tax provisions. The Party withholding the tax would be responsible for providing appropriate proof, certificate, documents, etc. to enable the other Party claim the benefit of the same.The Commission payable to the Facilitators will be exclusive of taxes. The Facilitators shall raise periodic invoice on the Cab vendor for the amount of Commission along with GST at applicable rate.The Parties would be responsible for their own tax assessments, audits, inquires, etc. and would keep the other Party indemnified from any additional tax demand arising out of the same.Each Party undertakes to provide the other Party with necessary documents, as may be required by law from time to time, to prove such Party’s compliance with the applicable tax laws with respect to this Agreement including its obligations to deposit the necessary taxes with the authorities. Any interest, penalties or recoveries from the either Party by any authority on account of default by the other Party will be solely borne by the other Party on its own account.
The Parties agree that any information (including any written, tangible or intangible information) exchanged between or disclosed by either Party to the other Party from time to time, which by its inherent nature is confidential or is specifically mentioned as confidential, shall be the confidential information of the said Party and either Party shall not disclose the same to the public without taking the prior written approval of the other Party.
All benefits and rights under the Agreement will be available to each Affiliate of the Facilitator as if the Affiliate is a contracting party to the Agreement. Affiliates includes persons which are Controlled by the Facilitator, or under common Control of a person who is controlling the Facilitator. Control means ability to, directly or indirectly, direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise.
The Cab Transportation Services will be made available on the platform of the Facilitators at the sole discretion of Facilitators; and the Cab vendor shall not have any rights to insist specific performance by Facilitators.This Agreement is governed by the laws of India and Parties agree to the exclusive jurisdiction of courts of New Delhi, India.The waiver of any right in this Agreement shall be in writing and signed by the Party against whom enforcement is sought, and shall not be a waiver of any other right in this Agreement.The Cab vendor shall not assign this Agreement to any other person without the Facilitator’s prior written consent.Any notices under this Agreement by a Party to the other Party shall be issued to the respective Party’s address mentioned in this Agreement.Modifications to this Agreement may be done by means of a separate amendment as an agreement signed by both Parties, by means of a revised link sent by Facilitators and acceptance of the same by the Cab vendor or by means of a written communication via email or otherwise by Facilitators which shall be deemed as acceptance by means of conduct by the Cab vendor.Unless as otherwise specified in the Agreement, neither Party shall be responsible for any failure to comply with its respective obligations under this Agreement, where such failure or delay is due to events of Force Majeure (as defined below) provided that the affected Party notifies the non- affected Party within reasonable time of the commencement of the event of Force Majeure. Force Majeure events shall mean any circumstances beyond the reasonable control of Parties like war, riot, flood, fire, Acts of God, epidemic, explosion, disease, earthquake, hijacking, sabotage, crime.This Agreement and Annexures constitute the complete and exclusive statement of the Agreement between the Parties, and supersedes all proposals, and all other prior or contemporaneous communications between the Parties relating to the subject matter hereof, whether written or oral.
The Parties acknowledge and agree that the relationship between them is that of principal and agent to the limited extent of collection of payment by the Facilitators from the customers on behalf of the Cab vendor for further remittance by the Facilitators to the Cab vendor. Subject to the above exception, the Parties are operating independently and nothing in this Agreement is to be construed as employer/employee, franchise/franchisee, partners, joint ventures, co-owners, or otherwise participants in joint or common undertaking. The Facilitators shall be responsible for collecting the concerned amount from the customer as an intermediary in the fiduciary capacity, which amount shall be duly remitted to Cab vendor as per the arrangement contained in this Agreement.
This Agreement shall be signed by the Cab vendor through filling the online form with its details, and agreeing to these terms and agreements
with Facilitators as a click wrap agreement. Accordingly, this Agreement is legally valid between the Parties by virtue of their online acceptance.
#The date on which you accepted the Agreement
The Cab vendor confirms the following:
The Cab vendor shall be liable for ensuring:
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