UNIVERSAL POINT OF SALE (UPOS) AGREEMENT (updated on 16/07/2018)
THESE WEBSITE TERMS AND CONDITIONS FOR UPOS VENDOR/ UPOS OWNER ("TERMS OF SALE” or “TERMS”) IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS OF SALE DO NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE SUBJECT TO THE PROVISION OF ARTICLE 22.
THESE TERMS OF SALE IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND GLOBAL GARNER SALES SERVICES PRIVATE LIMITED (BOTH TERMS DEFINED BELOW). THESE TERMS OF SALE WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM OR BY MEANS OF AN ELECTRONIC RECORD OR MANUALLY SIGNED COPY) AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND GLOBAL GARNER (DEFINED BELOW) INCLUDING WITH RESPECT TO THE LISTING, PRODUCTS, MARKETING, SALE AND DELIVERY OF ANY PRODUCTS THROUGH THE UPOS SOFTWARE ALONG WITH THE USE AND ACCESS OF THE UPOS PANEL.
These Terms of Sale of the Software located at the URL www.upos.globalgarner.com (the “Website”) (under the website www.globalgarner.com)and mobile application under the name and style "GG UPOS" (the “Mobile App”) is executed between GLOBAL GARNER SALES SERVICES PRIVATE LIMITED the Company Registered Under the provisions of Companies Act, 2013, having it’s office at 3rd Floor, IFFCO Bhavan, Nr. Shiv Ranjani Cross Road, B/h Pintoo Show room, Satellite, Ahmedabad,(hereinafter referred to as "GLOBAL GARNER " or "We" or "Us" or "Our" or “Company”) and the UPOS Vendor /owner who has accepted to purchase the UPOS software from Global Garner and confirmed to abide by the terms and conditions of this agreement (hereinafter referred to as “You" or "Your" or "Yourself" or "Vendor" or “UPOSOwner” or “UPOS Vendor”)and it describe the terms and conditions on which GLOBAL GARNER offers You access to the Website, software and such other services as are incidental and ancillary thereto (“Services”).
GLOBAL GARNER and YOU are hereinafter individually referred to as “Party” and collectively as “Parties”, as the context may require
(An electronic copy of these terms with your details duly filled-in will be sent to your registered email address or will be uploaded on Dashboard panel, take a printout and then self-attest all pages along with required documents should be again uploaded by you on website, through your Vendor Dashboard)
GLOBAL GARNER and YOU are hereinafter individually referred to as “Party” and collectively as “Parties”, as the context may require.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING ANY MATERIAL, INFORMATION OR SERVICES THROUGH THE WEBSITE/ SOFTEWARE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT COMPLETE THE REGISTRATION PROCESS FOR UPOS OWNER/ VENDOR.
The Vendor, the UPOS Vendor is willing to purchase UPOS software login access from the first part and hereby confirms the terms and conditions of this Agreement, executed between the first part and second part.
If You are accessing the GLOBAL GARNER UPOS WEBSITE or accessing the Services through the GLOBAL GARNER UPOS mobile application, then while these Terms will apply to such use, there may be additional terms (such as the conditions imposed by mobile application stores like Apple's iTunes, Android's play store, Microsoft's store from time to time) which will govern the use of the mobile application. These additional terms to the extent applicable are hereby deemed to be incorporated in these Terms of Sale by way of reference.
1.1 GLOBAL GARNER SALES SERVICES PRIV A TE LIMITED is a company incorporated under the Indian Companies Act, 2013, having its registered office at 3rd Floor, IFFCO Bhavan, Nr. Shiv Ranjani Cross Road, B/h Pintoo Show room, Satellite, Ahmedabad,380015, Gujarat and is an intermediary in the form of an online marketplace and is limited to managing the Website to enable Vendors to exhibit, advertise, display, make available and offer to sell the products and to enable buyers to purchase the products so offered ("Products"), and other incidental Services thereto ("Services") including use of the Website by the Vendors. The company shall not take any responsibility of the product/service being offered to sale and the language/content used for advertising the product. The Company has further developed a unique concept where it offers cash back options to its Buyers in accordance with the provisions of Cash-back / reward as per Company’s policy. The Company has developed this new Concept and software of UPOS whereby new earning opportunities are created for new and existing vendors to exhibit and sell wide array of products and services offered by Global garner from their end. Major features / products/ services offered by the Company through its brand global Garner or website www.globalgarner.com will be provided in the software to enable the UPOS Vendor to sell the same.
1.2 The Company sell the UPOS software to you as a vendor and provide login access through User Id and password by which the new business vertical can be developed by you as a UPOS Vendor.
1.4 These UPOS Terms are subject to revision by GLOBAL GARNER at any time and hence You are requested to carefully read these Terms from time to time before performing Your obligations and/or using the software/Website/ mobile application. Accordingly, the Company, at least twenty- four (24) hours prior to the implementation of the revision shall notify at your dash board. The revised Terms shall also be made available on the Website. You are requested to regularly visit the Website to view the most current Terms. In the event such a facility is provided on the Website, You can determine when GLOBAL GARNER last modified any part of the these Terms by referring to the "LAST TERMS" legend provided in that document. It shall be Your responsibility to check these Terms periodically for changes through link, of which is given on your dashboard at our website. GLOBAL GARNER may require You to provide Your direct or indirect consent to any update in a specified manner before further use of the Website and the Services. If no such separate consent is sought, Your continued use of the software, Website , mobile application or performance of obligations, following such changes, will constitute Your acceptance of those changes. In case you decide to reject the same, your account will stand temporarily suspended till the issue is amicably resolved between you & Global Garner Sales Services Pvt. Ltd.
2.1 The Company shall provide a platform for the sale of wide range of Product/s and services available on Global garner website. Your access to the Vendor Panel/ UPOS Vendor panel will be
through a unique login-id provided by the Company, through which transactions will be initiated by You on behalf of any registered users/ customers. You can exclusively run your business through our UPOS or with your existing business and earn incentive/ discount/ commission of each transaction.
2.2 Upon the purchase of Product/s or service/s by a Buyer, the Company shall take necessary measures to intimate the occurrence of said transaction and incentivise you for the same.
2.3 You in return for these products and Services, must maintain the wallet balance with the Company or you can initiate the transaction by opting Payment gateway mode(in case of kiosk variant)
2.4 For the entire Duration of these Terms, the Website shall be maintained by the Company. The ownership of the Website shall vest with the Company and the Company shall make its best efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative).
2.5 The Company does not warrant that You will be able to use the Website and software at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by The Company.
2.6 The Company does not warrant and guarantee any minimum amount of business that will be generated through this software in any given time period.
3.UPOS VENDOR REGISTRATION
3.1 As a part of the registration process, you hereby state that you have completed the UPOS owner Vendor Registration Form and have provided other relevant details as required by the Company. You represent that, in your individual capacity, you are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract.
3.2 You shall have one active Account as UPOS owner Vendor (defined hereunder) on the Website. You also represent that You shall provide to the Company information about Yourself such as name, contact details, email address, bank account details, PAN No., Service Tax Registration, Certificate of Shop Establishment (as per local Government Body) and other compliance related details through the UPOS Vendor Registration Form and that such information is true and correct as on date. It is compulsory for you to renew the Shop Establishment Certificate each year at your local Government Body and send the copy to the company for the further record. If you fail to do so the company may temporary suspend your vendor portal and as and when you submit the renewed Shop Establishment certificate the company will resume your services again.
3.3 If You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or GLOBAL GARNER has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GLOBAL GARNER has the right to suspend or terminate Your unique login-id and refuse any and all current or future use of the software/Website / Services (or any portion thereof).
4. UPOS VENDOR PANEL
4.1 You will be responsible for maintaining the confidentiality of the UPOS Vendor Panel and the information provided therein, and shall be fully responsible for all activities that occur under the UPOS Panel. You agree to (a) immediately notify The Company of any unauthorized use of your account information or any other breach of security, and (b) ensure that you exit from the UPOS Vendor Panel at the end of each online session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Article.
4.2 You may be held liable for any losses incurred by the Company or any other user of, or visitor to, the Website due to authorized or unauthorized use of the UPOS Vendor Panel as a result of your failure in keeping the UPOS Vendor Panel and the account information secure, absolute, correct and confidential. You agree that as a registered UPOS Vendor of the Website, You shall not transfer / sell / trade your unique login-id details or any other information relating to the UPOS
Vendor Panel to any other person or entity.
4.3 The Company reserves the right to determines to whom the company wants to sell the said software. The Company also reserves the right to suspend access to register UPOS Vendors to the Website and the Panel, or to terminate such access granted under these Terms, without assigning any reasons for doing so if any malicious functioning is noticed by the Company. The Company also reserves the right to select/delist the Product/s displayed/offered for sale or to be displayed/offered for sale on the Website.
4.4 All the transactions on behalf of the User must be carried out by the UPOS vendor through unique user id provided by User. UPOS vendor has to create new User id for new customers/ users and has to guide them accordingly. In no case UPOS vendor can use his personal or fake id to initiate and process the customer/ user transaction. This agreement will be terminated if such activity of misleading the users is found.
4.5 You also have to promote the usage of this software among your existing and new users in order to earn more incentive and commission.
5. DURATION AND COMMENCEMENT
5.1 These Terms shall govern the relation between the Parties from the date the UPOS Vendor registers on the Website of the Company or with the company and purchase the software from the Company after making full payment.
5.2 These Terms shall be applicable until terminated as per Article 19 of these Terms by GLOBAL GARNER.
5.3 These Terms shall be legally binding between you and the Company.
5.4 This agreement is also non-transferable registration and all the duties and obligations given to you by the Company shall not be subrogated.
6. PAYMENT AND COMMISSION RELATED INFORMATION
6.1 Global Garner will give commission to UPOS vendor on each transaction initiated and processed through the UPOS panel. Company can incentivise either by giving direct commission or by giving discount on products to vendor, depending upon the category of the product or services. The decision of Company will be final and Company can choose any medium/mode of incentive. The percentage of such commission will vary from time to time as decided by the Company.
6.2 The software has two modes of payment by which vendor/ UPOS owner can start his business: 1. Pre-paid Wallet 2. Payment Gateway (for kiosk model)
Vendor can recharge** their wallet through any of the following services: 1. NEFT 4. Cheque 2. RTGS 5. Cash deposit 3. IMPS **There is no minimum limit to the recharge amount. Each method will have their respective capping for the amount of transaction and standard charges will apply. Any payment done shall be first verify and confirm by the Company , after verification the amount will be credited in the wallet.
In case of Payment Gateway, standard charges will be applied. Vendor will get the variable commission based on the type of sales. The commission will be credited / adjusted directly to the reseller's wallet.
Reseller will get the product and services at the adjusted/discounted price.
6.3 All the Commission will be paid by the Company after deducting applicable taxes and charges as per law of the land.
6.4 The Company reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Product/s.
6.5 The Company shall have the right to amend the Company’s Commission percentage applicable to each Product/s category with or without prior intimation of the same to You from time to time. Your continued use of UPOS Vendor Panel (including any updating any information in UPOS Vendor Panel, listing of Product/s, inventory maintenance, etc.) after such modifications/ amendments/revisions of the Company’s Commission shall be deemed as acceptance of such modifications/amendments/revisions.
Company will be responsible solely for initiating the Buyer’ s / User’s cash-back/ reward process only after approval of the purchases and receipt of commission from the respective vendor, then the buyer will be eligible for Cash-back through Systematic Cash Back(SCB) or SCB RPP or IC as opted by him/ her. The Buyer shall be given cash-back/reward only when Commission is received as per the norms of the Systematic Cash-back (SCB) process. The Buyer shall be given Systematic Cash Back / reward or Instant cashback or random (SCB) cashback only when commission is received by the Company from the vendor. In this scenario, after the receipt of full payment, only Rs.51000 will be considered for cashback process depending upon the cashback option selected by the UPOS owner.
As you/UPOS owner have agreed to purchase the software by paying full amount or in instalments, therefore cashback of your purchase for the UPOS as per Company’s policy and terms and conditions will only be initiate after full payment received by the Company or all the EMIs are paid by you (in case of EMI agreement signed by you separately as per clause 10 of this Agreement). Your purchase of UPOS Software will be sent to cashback cycle of the company only after the receipt of full amount by the company (chosen as per clause No.10 of this agreement)
The UPOS is provided “As is” without warranty of any kind. All express, implied or statutory conditions, representations, and warranties including, without limitation, any implied warranty or conditions of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality or arising from a course of dealing law, usage, or trade practice, are hereby excluded to the maximum extent allowed by applicable law. The Company shall not be held liable for your actions, or failure to act, in reliance on any information furnished as part of the –UPOS. You are solely responsible for maintaining the security of your network and computer systems. GG not represents, warrant, or guarantee that (a) Security Threats, malicious code and/or vulnerabilities will be identified or (b) the content will render your network and systems safe from malicious code, vulnerabilities, intrusions, or other security breaches, (c) every vulnerability on every tested system or application will be discovered, or (d) there will be no false positives.
In no event will GG shall be liable to you or your employees, or any third party, for any lost revenue, profit or data, business interruption or for special, indirect, consequential, incidental, or punitive damages, However caused and regardless of the theory of liability arising out of the use of or inability to use the software even if GG have been advised of the possibility of such damages. In no event shall GG be liable to you, whether in contract, warranty or tort (including negligence or strict liability) or otherwise, exceed the fee paid by you.
7.WHAT IS UPOS?
Whereas the Company, has developed a unique software namely UPOS, which stands for Universal Point of Sale. The Said software specifically designed for the all category of Vendors be it Retailers, Resellers, New business or the Kiosks, who are registered with the Global Garner Sales Services Pvt. Ltd. as a vendor or who are not registered with the Company but willing to work with the Company. The said software can be installed on the tablet, desktop or mobile phones used by the vendor.
The UPOS is exclusive product of the Company and by way of this Agreement, the Company gives non-transferable License to the Vendor.
8.HOW IT WORKS?:
The Company has developed UPOS software, which can generate new Employment /earning opportunities for those vendors who are educated yet not earning anything or those who want to increase their earning. As of today small or big retailers were selling the products of their own shop only and to increase their range of product was a costly affair for them which involves various other cumbersome parameters like different tie up, approval, risk etc. But with the introduction of this concept of UPOS, the vendors will be able to sell the products and services of other vendors too at no additional expense and with full product range.
Vendor or UPOS owner can run many businesses simultaneously on just one device with their existing business or can start a new business and earn smartly. It will provide the following services primarily which will be increased to other popular segments prevalent online along with 100% cashback/ reward and various other cashback/ reward options offered by Global Garner:
1. Bill Pay & Recharge
2. Best Shopping Websites
3. Mega Brands
5. Bus Ticket Booking
6. Flight Ticket Booking
7. Direct sales/ GG Exclusive
UPOS system is considered to be the best option to be an Entrepreneur. Each account will have only one active session at a particular time. Vendor can place the orders on the behalf of any of user of Global Garner Sales Services Pvt. Ltd. The UPOS software will provide an OTP based authentication system to place the order on the behalf of the user. The order placed on behalf of the user will also be reflected in User profile and he/she will be eligible for any kind of reward or cashback offered by the company’s platform.
The benefits of the UPOS:
(a) Any vendor can be an entrepreneur with just starting at Rs.51,000/-. (b) The UPOS can also be started with existing Business. (c) You can build your business by Leveraging the numerous products and services offered by First Party. (d) You can enhance your profits by offering bundle of other services and products. (e) Simplified and easy process of establishing the business. (f) By UPOS you can take your business to new heights by offering facilities like bill pay/recharge, bus and flight booking, by selling Mega brands vouchers etc. (g) Any transaction done with UPOS will attract waiver of Payment of Gateway Charges. (h) Instead of making your customers wait, engage them in other options. (i) The use of UPOS is Easy and convenient. (j) As committed by the First Party, you can get 100 % cashback / reward and other cashback option to all Users. (k) Maximum conversion of walk in customers to real sales. (l) Simplified prepaid wallet for initiating the transaction. (m) There shall not be any minimum balance require. (n) The UPOS is simple to use and the app can be installed on any Android or ios tablet phones. (o) The UPOS Can be used as a Kiosk by turning off the wallet payment and enabling the Global garner payment gateway. (p) User Referral income to the UPOS owners. (q) By purchasing UPOS, you can get Free movie discount Vouchers of Rs.100 Absolutely free as a promotional offer.
10.VARIANTS OF SOFTWARE
You hereby confirm that you are willing to purchase any one variant from the Company out of the below variants and has paid the specific amount to the Company. It is hereby agreed that any amount paid for the purchase of UPOS software is not refundable in any case.
1. UPOS LOGIN ID AND PASSWORD Rs.51000/+GST
2. UPOS LOGIN ID AND PASSWORD WITH I PAD Rs.75000/+GST
3. UPOS LOGIN ID AND PASSWORD WITH KIOSK Rs.150000/+GST
NON REFUNDABLE You hereby confirm that you are willing to purchase UPOS from the Company and the Company hereby gives this receipt of the same. I understand that the amount given by me to the Company is of nonrefundable nature only. The Company is not liable under any circumstances to refund any amount paid for the purchase of UPOS. I also undertake and understand that as I have purchased a product, Company does not warrant me to refund any percentage of the amount given by me for the captioned product/ software.
VARIANTS OF SOFTWARE ON EMI OPTION (ONLY FOR THOSE WHO HAVE CHOSEN TO PAY IN INSTALMENTS)
If you have opted for EMI option on the discretion of the Company You hereby confirm that you are willing to purchase the UPOS LOGIN ID AND PASSWORDON INSTALLMENT/ EMI OPTION and chosen any one of the option out of the below mentioned months and EMI options and has agreed to pay the specified amount as an EMI ( Equated monthly installments ) for specified months to the Company. Any paid amount is not refundable in any case. Any amount or any number of installment paid to the Company is of non-refundable nature only.
SNo. MONTH EMI* TOTAL AMOUNT 1 3 Months Rs.21264/- Rs.63792/- 2 6 Months Rs.11234/- Rs.67404/- 3 9 Months Rs.7890/- Rs.71010/- 4 12 Months Rs.6369/- Rs.76428/- 5 18 Months Rs.4647/- Rs.83646/- 6 24 Months Rs.3862/- Rs.92688/-
*inclusive of GST
As per agreement with the company, you had made a request to the company that you are willing to buy the software on installment basis and the company has approved your request and granted you the approval to purchase UPOS software in instalments which you are legally bound to pay in equated monthly instalment commencing from the date of physical agreement executed by you with the authorized signatory of the Company.
For purchasing the U-POS software at EMI, you have agreed to issue specified number of post dated cheques in favour of Global Garner Sales Services Pvt. Ltd. of equal amount inclusive of GST with surety that the said cheque shall be presented in bank without any further instructions from your side, on the dates mentioned on the cheque.
That further surety has been given by you that you shall not make stop payment of the cheque which has been issued to the Global Garner Sales Services Pvt. Ltd. for the purpose of purchasing UPOS software.
That further surety has been given by you that the cheque will be on each date as mentioned on it, will be cleared by your bank and you will maintain balance in your bank account.
That further it has been agreed between you and Global Garner Sales Services Pvt. Ltd., despite above surety, if any cheque is not cleared by your bank for any reason, Global Garner Sales Services Pvt. Ltd. has all right to initiate legal proceedings against you and has all right to block the UPOS software at your end without any further notice.
If you fail to pay any EMI, Company has full rights to deduct or adjust the EMI amounts from the Commission payable to you on the sole discretion of the Company. If the commission which you are eligible to get from the company as per the terms and conditions, is less then the EMI amount, the company shall have all right to block the UPOS software at your end without any further notice.
The Company will present these Cheques for Clearing on the specified date (or after) given by you on the above Cheques and you are legally bound under this agreement to maintain financial discipline.
Any other physical agreement executed for the same purpose of purchasing the UPOS will also be independently valid and enforceable.
The company shall provide training session to you or any authorized person of you, the second Party, till he/she understand the UPOS at his/her personal satisfaction. Any additional training required by you, the same shall be provided upon reasonable written advance notice.
Both parties undertake to each other to keep confidential all information (written or oral) concerning the business and affairs of the other, which has been obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:
(i) Inconsequential or obvious;
(ii) Already in its possession other than as a result of a breach of this clause; or
(iii) In the hands of the public other than as a result of a breach of this clause.
(b) Each of the parties undertakes to the other to take all such steps as shall from time-to- time be necessary to ensure compliance with the provisions of the above clause by its employees, agents and sub-contractor.
13.INTELLECTUAL PROPERTY RIGHT AND ITS PROTECTION
(i) The copyright, patent and all other intellectual property rights of whatever nature in the Programs, the Operating Manuals, the Operative Specifications and in all other specifications and documentation relating to the UPOS shall be and shall remain vested in the First Party.
(ii) The Company hereby grants to You with effect from the Acceptance Date a non- exclusive and non-transferable license to use and copy the UPOS and the Operating Manuals for its own internal business purposes but for no other purpose whatsoever.
(iii) You shall not be entitled to sub-license the use of the whole or any part of the UPOS or the Operating Manuals.
(iv) You undertake to treat as confidential and keep secret all information contained or embodied in the UPOS, the Operating Manuals, the Operative Specifications and in all other specifications and documentation relating to the UPOS and all information conveyed to You by training.
(v) You shall not without the prior written consent of the Company disclose any part of the Information to any person except:
(i) The Company’s own employees who need to know such information on the consent of the Company;
(ii) The Company’s auditors, Tax Inspectors, Customs & Excise and any other persons or bodies having a right, duty or obligation to know the business of You and then only in pursuance of such right duty or obligation;
(iii) Any person who is from time-to-time appointed by you to maintain any equipment on which the UPOS are being used and then only to the extent necessary to enable such person properly to maintain such equipment;
(vi) Any professional adviser of you in connection with a dispute arising from this Agreement or the Vendor’s use of the Programs.
(vii) You shall indemnify the Company against any loss or damage which the Company may sustain or incur as a result of You failing to comply with such undertaking.
(viii) You shall promptly notify the Company if it becomes aware of any breach of confidence by any person to whom You divulges all or any part of the Information and shall give the Company all reasonable assistance in connection with any proceedings that the Company may institute against such person for breach of confidence.
14.REPRESENTATION AND WARRANTY
You shall take all the necessary steps in order to ensure that the Trade name and copy right of the company is well protected, in accordance with the Indian Laws and any other territory where the company working and in case you comes to know of any infringement of the Trade Mark or any right of the company, then you shall immediately inform the company about the same.
You shall not do any such act as a result of which damage or injury is caused to the Trade name or reputation of the Company’s Property. You shall take the responsibility to indemnify the Company against all liabilities, claims, damages or injury of every description which may occur or affect the Company from any failure by You to perform your obligations under the aforesaid agreement or from any act or omission whatsoever on the part of your, your servants or agents.
15.OBLIGATIONS OF THE VENDOR
(i) You shall maintain records of all the Product/s purchased by the Buyers through the Website and other required details, etc., as may be required for audit and regulatory purposes and for the service purposes of buyers of the Website.
(ii) If you have opted for the EMI option then You agree to pay Equated monthly installments as per clause no. 10 and you have to follow financial discipline and pay all the EMIs on time on a specified date , without any delay and maintain sufficient balance in your respective account.
(iii) During the Duration of these Terms, You shall appoint a representative, who shall be The Company’s point of contact for any and all matters related to these Terms, including sales and related matters.
(iv) You shall be solely responsible and liable for any complaints and queries of any mal practice founds from your UPOS ID. You shall be held liable and responsible for any compliant of wrong use of user ID.
(v) All orders placed on the UPOS are covered under the “100% Cash-back”/ reward program. You agree to fulfill the commitments made under the above mentioned program. The said program grants the Buyer cash-back rewards for being a regular purchasing Product/s using the UPOS.
(vi) You shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to sales tax, GST and as implemented by Central/State Government time to time.
(vii) In case you wish to change or expand or close your business, you shall inform the company.
(viii) If you have purchased the UPOS Software in installments and wishes to close the business before the completion of EMI period as per clause No. 10 of this agreement, you have to pay all the pending EMIs together to the Company immediately, else Company can take legal action against you and it will be considered as breach of the Agreement. Further if you fail to pay the remaining amount, the company shall have all right to deposit the pending cheques for clearing.
(ix) If any one of the provisions of the aforesaid Agreement is declared void or unenforceable by the Court on account of being opposed to Public Policy, then the remaining provisions shall remain operational and on mutual Agreement by both the parties, the said clause can be modified and thereby executed duly.
(x) Neither of the said parties shall disclose any information with respect to methods of operation, publicity, financial plans, present or future plans or any other policy that does not fall under the public domain and is not compulsorily dis-closable under any Statute, to any third party whatsoever.
(xi) Both the said parties shall do the needful for the purpose of Registration of the Agreement for continuance and validity of the Agreement, and the parties shall bear the costs and expenses with respect to taxes, duties, levies etc, in their respective state/Countries.
(xii) The notices and reports that are to be sent to the parties shall be done by registered post or by telex or by courier services, to the respective addresses of the said parties, as mentioned here under.
(xiii) The aforesaid Agreement shall be construed in accordance with the Indian Laws, and the both the said parties shall submit to the Jurisdiction of the Ahmedabad local Courts.
Under this clause:
(a) Neither party shall be liable for any breach of its obligations resulting from causes be beyond its reasonable control including but not limited to fires, strikes [of its own or other employees], insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority [known as an ‘Event of Force Majeure’].
(b) Each of the parties agrees to give notice to the other upon becoming aware of an Event of Force Majeure. Such notice shall contain details of the circumstances leading/resulting to an Event of Force Majeure and subsequent impossibility to perform this Agreement.
(c) If a default due to an Event of Force Majeure shall continue for more than . . . .Days/weeks/months then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
This contract shall be governed by and interpreted in accordance with the law of India. In this context, the expression ‘law’ takes within its fold statutory law, judicial decisional law and delegated legislation as well.
(a) Any dispute arising out of or in connection with this Agreement shall be resolved by:
(i) Referring the dispute to the Arbitration of a single Arbitrator appointed by both the parties; or
(ii) Application of the dispute by either party to an Ahmedabad, City Civil Court.
(b) This Agreement shall be governed and interpreted in accordance with the Laws of India.
(c) Each party submits to the jurisdiction of the Ahmedabad Court.
(d) The other party is hereby confirms that the present agreement has been executed between Pvt. Ltd. Company, which is registered under the provisions of Companies Act, 2013. There shall not be any personal liabilities of any of the Directors in any circumstances, pursuant to Agreement, if any dispute arises.
(i) Global Garner may terminate Your registration with immediate effect if the You commit any Default with respect to Your obligations under these Terms.
(ii) Global Garner shall have a right to terminate this relationship with immediate effect, without any liability attributable to it, if You commit a Default or malpractice.
(iii)For the purpose of these Terms, - Any breach of any representation or warranty or confidentiality made by You shall constitute an event of default (the “Default”) and results in termination of agreement.
In the event of any Default as specified in this Article, Global Garner shall recover from You all costs and expenses, including reasonable attorneys' fees, incurred in connection with any action taken with respect thereto.
(iv)The present UPOS program has been started under the Brand Name of Global Garner, which is registered in the name Global Garner Sales Services Pvt. Ltd, a company registered under the provisions of the Global Garner Sales Services Pvt. Ltd. In case if the website shutdown in any case, the UPOS program shall immediately shut down automatically without any notices to the UPOS user/vendor.
20. EFFECT OF TERMINATION
(I) On expiration or termination of these Terms, Company will not be liable to compensate under any circumstances for any loss suffered by the Vendor.
(ii) The other party is hereby confirms that the present agreement has been executed between Pvt. Ltd. Company, which is registered under the provisions of Companies Act, 2013. There shall not be any personal liabilities of any of the Ex-Director or Present working Directors of the company in any circumstances, pursuant to Agreement, if any dispute arises.
(iii) It is understood by you that in the circumstances of the any disputes, no personal legal action shall be initiated against any of the Employee, Ex-Directors and/or Present Working Directors.
21. STAMPING AND NOTARISATION
This contract shall be governed by and interpreted in accordance with the law of India. In this context, the expression ‘law’ takes within its fold statutory law, judicial decisional law and delegated legislation as well.As this present agreement is done in digital format under the Information Technology Act, 2000, you hereby agree that this is valid agreement and in case any dispute arises between you and Global Garner, any party can use this agreement as the valid agreement in the court of law.
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