Vendor Agreement

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’.

PREAMBLE:

The Facilitators are engaged in the business of providing travel and tourism related services.

The Cab vendor is engaged in the business of providing passenger transportation services using vehicles (“Cab Transportation Services”). The Cab vendor has represented to Facilitators that it has the necessary legal, technical, and business setup to procure the facilitation services as defined in this Agreement.

The Facilitators and Cab vendor desire to enter into this Agreement to bind themselves with their mutual obligations as prescribed hereunder.

NOW THEREFORE THE VENDOR HERE TO AGREE TO THIS AGREEMENT TERMS AS FOLLOWS:

SCOPE OF SERVICES

The Cab vendor will provide to the Facilitators information with respect to the availability of Cab Transportation Services and their “Gross Rate” to Facilitators on a direct connection (API Linking), or through any other mode as may be decided between the Parties.

Facilitators may then host the availability of the Cab Transportation Services on the websites and other online and offline sales channels (including mobile applications or browsers, branch offices, b2b partners etc.) of the Facilitators and their Affiliates.

NSG TAXI would be rendering services as a facilitator arranging booking of the Cab Transportation Services between Cab vendor and customers. Accordingly, only the Cab vendor shall be responsible for provision of transportation services to the customers booking the Cab.

COMMERCIAL TERMS

GROSS RATE:

“Gross Rate” is the rate notified by the Cab vendor to Facilitators as the listing price of the Cab Transportation Services excluding any applicable government taxes and Goods and Services Tax (“GST”) unless otherwise stated, at which the customer would confirm the Cab Transportation Services through Facilitators.

Facilitators shall not alter the Gross Rate notified by the Cab vendor.

Unless explicitly provided otherwise in this Agreement, Facilitators shall provide customer reservations at the Gross Rate along with applicable taxes..

PROMOTIONAL SCHEMES

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.

COMMISSION

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.

EMAIL AGREEMENT OF THE COMMERCIAL TERMS

The Parties can agree over email the above mentioned commercial terms regarding Gross Rate.

Commission and promotional schemes, on time to time basis.

RIGHTS AND OBLIGATIONS OF THE CAB VENDOR

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 travelers.

Provide itself.

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.

Ensure that cancellation policy provided in respect of bookings made through Facilitators shall be no less favourable than the policy provided by the Cab vendor in respect of booking through any other third party or the Cab vendor itself.
Submit the necessary KYC documents as may be required by the Facilitators from time to time.
Not solicit reservations directly from those customers booked through the Facilitators, and shall not market the Cab Transportation Services to those customers directly.
Resolve all customer grievances directly with the customer. Facilitators may at its discretion operate a customer service facility to resolve the grievances of the customers over phone and by co-ordinating with the Cab vendor, but in all cases the ultimately responsibility remains with the Cab vendor to resolve the grievances.Not charge any additional charges, taxes or levies (except where there is a statutory change in the tax rate or any legislation governing taxation laws), over and above the Gross Rate specified at the time of confirming the Cab Transportation Services.Provide services to the customers booking through Facilitators as per best industry practice.It shall liable for ensuring that the provisions of this Agreement including but not limited to the obligations of Cab vendor shall be complied ‘as is’ by any driver(s) operating the vehicles on behalf of the Cab vendor.

GENERAL OBLIGATIONS OF THE PARTIES

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 terms.

TERM AND TERMINATION

The Agreement shall commence from the Effective Date and be continue to be valid unless terminated by either Party with 30 (thirty) days’ notice to the other Party anytime during the term of this Agreement.
In addition, either Party may terminate this Agreement with immediate notice for material breach of the terms of this Agreement by the other Party or for any statutory reasons; in case of a breach by a Party capable of being cured, the other Party may terminate this Agreement with immediate notice if the former Party fails to cure the breach within 15 (fifteen) days’ from the date the latter Party notifies the breach.
The accrued obligations of a Party prior to termination of this Agreement, for any reason whatsoever, shall continue to be binding on that respective Party those are completely discharged. The Cab vendor shall continue to provide the Cab Transportation Services for the confirmations accepted by it prior to the date of termination.

INDEMNITY

Pursuant to assurance of Cab vendor, once cab booking has been confirmed to the customer booking through Facilitators, the Cab vendor will honor the booking without fail. In the extreme cases where the Cab vendor fails to honor the booking for any reason whatsoever, the Cab vendor may directly arrange or authorise the Facilitators (at the Cab vendor’s expense) to arrange, an alternate transportation option, in same or better vehicle category. In the event no alternate option is provided to the customer or if the customer requests for a refund, the Cab vendor authorizes the Facilitators to refund the Sell Rate along with compensation (1) extending up to 100% of the Gross Rate, or (2) above 100% of the Gross Rate with Cab vendor’s approval. The Cab vendor further authorizes the Facilitators to pay any cost as may be incurred by the Facilitators to settle the customer’s issue (including legal and litigation costs) in all cases where either a refund was processed or an alternate transportation was provided to the customer under this Clause.
Each Party agrees to indemnify and hold the other Party, its officers, directors, employees, successors, and assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including, without limitation, attorney's fees and expenses and other costs of legal defence whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of the former Party or any of its directors, officers, employees, or agents, including, but not limited to (1) breach of any of the provisions/obligations of this Agreement, (2) negligence, misconduct or other tortuous conduct, or (3) misrepresentations made herein.
Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.), whether under contract or in tort, and even if the other party had been advised of the possibility of such damage or loss. Notwithstanding anything to the contrary in this contract, in case of any dispute (including third party claims) the maximum liability of Facilitators under this Agreement is limited to the commission paid to Facilitators by the Cab vendor during the period of 12 months preceding the date of dispute for that specific Cab Transportation Service of the Cab.

REPRESENTATIONS AND WARRANTIES

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:

It is operating in compliance with all the applicable laws, regulations and statutes, and it has the requisite licenses in place to operate its business;
It has full right, title and interest in and to all trade names, trademarks, service marks, logos, symbols, proprietary marks and other intellectual property marks ("IPR") which it provides to Facilitators, for use related to the Services, and that IPR does not infringe the rights of any third party; and
It shall at all times be subject to compliance with the requirements set out in Annexure 2.
It further warrants that it has obtained necessary authorizations to act for and on behalf of such driver(s) operating the vehicles on behalf of the Cab vendor as per the applicable laws.

TAXES

Each Party with respect to the services rendered in its individual capacity, would be solely responsible for the compliance of all applicable laws including but not limited to legislations regarding GST, central, state or local levies with respect to payment of tax, duties, levies, charges, cess, etc.The Cab vendor authorizes Facilitators to collect the taxes (under the Applicable Laws) on behalf of Cab vendor from customers booking through Facilitators’ Portals. Such tax collected by Facilitators shall be remitted to the Cab vendor and it shall be the responsibility of Cab vendor to deposit the same to the concerned authority under applicable law. Facilitators shall not be liable to deposit such amount of tax unless specifically mandated by law. In cases where the Applicable Law requires Facilitators to deposit tax, the Cab vendor shall not be eligible to collect such tax from the customer through Facilitators.Facilitators maintain and operate an online web platform to facilitate reservation of cabs, therefore, and each of them qualify as an “ecommerce operator” under the provisions of Indian GST laws,As per GST Laws, Facilitators are responsible as a supplier and liable for charging, paying and depositing applicable GST on amount charged for the cab service booked by customers through Facilitators.Accordingly, the Cab vendor would not be supplier and therefore, is not liable to charge, pay and deposit GST on amount collected by Facilitators from the customers booking cab services through Facilitators.

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.

CONFIDENTIALITY

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.

GENERAL

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.

Annexure 1

Effective Date# :
Details of the Cab vendor* :

Business/Owner name
Legal entity
Address
Contact person
Phone
Email ID

#The date on which you accepted the Agreement

Annexure 2

The Cab vendor confirms the following:

Any dispute pertaining to billing shall be raised by the Cab vendor latest by 15th of subsequent month.

The Facilitators shall only be liable for remitting the Gross Rate for all utilised bookings of the customers booking through the Facilitators.

The Cab vendor shall be liable for ensuring that the driver(s) operating the vehicles on behalf of the Cab vendor shall:

Take all precautions (including but not limited driving in a rash or negligent manner), follow traffic rules under applicable laws and maintain adequate safety measures during the provision of Cab Transportation Services;
Have a clean record without any criminal history;
Ensure that vehicle used is clean and well maintained;
Behave in an orderly manner and do not misbehave or harass the passengers;
Wear the prescribed uniform;
Reach the pick-up point before the designated pick-up time; and
Stay logged in the Facilitator application at all times during the provision of Cab Transportation Services.
NSG TAXI is not liable if something went wrong between customer & vendor during the trip.

The Cab vendor shall be liable for ensuring:

It imparts training to the driver(s) on a regular basis;
It has a comprehensive insurance policy for the vehicle;
Only commercial vehicle(s) are used in the provision of Cab Transportation Services;
Vehicle and driver details are shared with the customer before the trip;
The assigned driver and the designated vehicle are used in the provision of Cab Transportation Services;
Resolution any disputes by the customer/Facilitators, if raised (i) after the trip within 24 (twenty four) hours; and (ii) on-trip within 30 (thirty) minutes;
The driver(s) are medically fit.

Contact Information:

If you have any questions or suggestions regarding our terms & conditions, please email us info@nsgtaxi.com