This Agreement shall set out the terms and conditions by which the Partner may provide Car on rent on Drivo Website and/or App to the Customers.
All of the Services offered by Drivo are intended for use by individuals and entities within the Indian jurisdiction and such other places as may be notified by Drivo from time to time. Any individual or entity availing the Services from any place other than those notified by Drivo shall be doing so at their sole option and risk.
The Services offered on the Drivo Website and App shall be only for the benefit of registered Partners. All Partners are requested to register themselves on the Website or the App prior to availing the Services.
Once the Partners have registered themselves they may commence the rental of Car.
In order to help a User, decide with respect to renting of Car from the Partner, Drivo shall, in its sole discretion, determine the most suitable Partner information to be showcased to the User.
In the event a Partner is selected to fulfill an order, such Partner shall confirm to the Customer whether or not it wishes to provide the Car in question and on confirmation shall provide a time slot within which it shall provide such Car.
Partners shall ensure that they provide the Car within the time slot provided by them to the Customers. Any undue delays in the same shall not be tolerated unless they are attributed to a Force Majeure event and in the event that there is a delay exceeding 24 hours; Drivo shall be entitled to levy a late fee on such Partners.
At the time of registering on the Website and/or App, Partners shall be required to provide Drivo with all such information as requested for by it including but not limited to Partner registration details, contact details and details of employees, agents or associated third parties.
Partners shall be selected only once a background check has been conducted to Drivo satisfaction by an independent third party.
The Partner accepts and agrees that Drivo shall not be responsible for storing, transportation, pick up, delivery or any other logistics for any Car or corresponding services.
The Partner shall ensure that it provides the highest quality Car and also provides corresponding services as prevalent in the industry to the Customers and shall not indulge in substandard Products and Equipment or services that result in damage to Drivo goodwill.
Drivo may, in its sole discretion, introduce additional payment options in the future. All Users shall be required to adhere to any payment instructions as notified by Drivo .
Commission shall be automatically deducted as all transactions will be carried out on Drivo Website and/or App. The Partners are prohibited to receive payment outside of Drivo Website and/or App unless prior approval is received from Drivo in writing. In case such approval is provided by Drivo , the Partner shall pay the commission to Drivo within 7 working days of receiving payment from the Customers.
The Users shall be solely responsible for complying with their respective tax requirements.
Any and all costs incurred by the Partner in providing Car on rent shall be borne solely by the Partner.
TERM AND TERMINATIONM
This Agreement shall continue in full force and effect for the entire duration during which the Partner is registered on the Website.
Any Party hereto may terminate this Agreement at any time by providing an advance notice of 30 days.
On the termination of this Agreement, the Partners shall have no further rights with regard to the Services, the Website or the App.
On the termination of this Agreement, the Partner shall cease all further use of the Website and the App.
On the termination of this Agreement, the Partner shall not enter into any further transactions claiming to be a partner to Drivo neither shall it make any representations or enter into any agreements or understandings on behalf of Drivo .
In the event of repeated breaches of the terms of this Agreement by any Party, the other Party may terminate this Agreement without any further notice.
No Party to this Agreement shall during the course of this Agreement and for a further period of one (1) year use, either for their own benefit or for the benefit of any third party any Confidential Information belonging to the other Party.
The Parties hereto may disclose Confidential Information pertaining to the other Parties only with the express consent of such Parties.
Certain information provided by the Partners, including but not limited to contact details and photos, may be communicated to other Users of the Website and the App and the Partner hereby consents to such disclosure of its information.
The Partner hereby grants in favor of Drivo a right to use and store certain Partner data for the purposes of providing access to the Website and the App as well as to monitor and record the transactions.
The Partners shall ensure that it obtains from its employees, agents and third party hires a declaration consenting to the disclosure of their information by Drivo to other Users.
Any breach or alleged breach of any Confidential Information shall be notified to the other Party and all reasonable efforts shall be undertaken to prevent any further breach.
However, neither party shall be liable for any breach of Confidential Information if:
Such Confidential Information was available in the public domain prior to this Agreement or if such disclosure happened due to no fault of the Party.
If such disclosure was made in accordance with any order or judgment by any court of competent authority or with any law or on a direction from a governmental authority. The disclosing party shall immediately notify the other Party of such disclosure and help such Party in obtaining an order restricting such disclosure.
Both Parties shall take appropriate care to protect and safeguard the Confidential Information pertaining to the other Party which shall be not less than the degree of care employed by it over its own Confidential Information.
Any and all Intellectual Property including any trademarks, trade names, logos, icons, copyrights, patents or other Intellectual Property present anywhere on the Website or the App shall belong to Drivo .
All rights, title and interest over any and all Intellectual Property relating to the Website and the App shall be that belonging solely to Drivo . Nothing contained herein shall be construed as transferring any Intellectual property Rights in favour of the Partner except such rights granted by Drivo with regard to the use of the Website and the App.
The Partner shall be required to display any branding and promotional material provided by Drivo including but not limited to any cut-outs, posters, flyers and other similar material.
Any and all Intellectual Property developed, discovered or derived from any of the existing Intellectual Property, Confidential Information, trade secrets or other information provided by or obtained from Drivo shall be the sole property of Drivo .
The Parties hereto shall ensure that they have obtained all requisite rights, title and consents to use any third party Intellectual Property.
Any rights not specifically granted by either Party under this Agreement shall not be construed to have been granted.
INDEMNITY AND LIABILITY
The Partner hereby accepts and agrees that Drivo is merely providing a platform for individuals and entities to rent Car and shall not be a party to the transactions entered into by the Partner and the Users and hence shall not be liable in the event that the Partner suffers any loss or damages. Drivo will not be liable for any damages to the vehicle or risk arising out of the damages / accidents. Drivo is just a booking platform.
The Partner agrees that Drivo shall not be held liable for any actions of the Users, Customers or third-party service providers including but not limited to damage to Car. The partner agrees to comply with all required rules of the law pertaining to the trade and Drivo will not be liable for any non-compliance from the partner’s end.
The Partner hereby agrees that it shall fully indemnify or otherwise defend Drivo and its directors, officers, employees, agents, representatives and affiliates from and against any and all liabilities, claims, actions, suits expenses, damages including reasonable legal fees and disbursements arising out of any claims or suits due to (i) any negligent act or omission of the Partner or its employees, agents, contractors, directors, officers or any person for whom the Partner has a legal responsibility; or (ii) the Partner’s failure to comply with any laws, rules or regulations; or (iii) any act or omission which is, or can be determined to be, a breach of any term or condition of this Agreement; or (iv) any unauthorized use of the Website or the App.
Under no circumstances shall Drivo be liable for any loss of actual or anticipated revenues, profits, goodwill, opportunity or business or for any consequential, special, incidental, exemplary, punitive or other indirect losses or damages, whether arising out of or related to this Agreement including those in contract, tort (including negligence) or otherwise, even if such loss was foreseeable or if Drivo has been advised of the possibility of such damages or loss.
Without prejudice to waiver of liability as provided in this Agreement, the maximum extent of Drivo liability, if any, shall not exceed such amounts charged by it as commission from the Partner.
Drivo does not exclude or limit any liability to the extent the same cannot be excluded or limited under law.
REPRESENTATION AND WARRANTIES
BOTH PARTIES HEREBY REPRESENT AND WARRANT THAT THEY HAVE ALL REQUISITE AUTHORITY, CONSENTS AND APPROVALS TO ENTER INTO AND EXECUTE THIS AGREEMENT AND THAT NOTHING CONTAINED HEREIN SHALL VIOLATE ANY PREVIOUS AGREEMENT OR UNDERSTANDING ENTERED INTO BY THEM.
DRIVO MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE MERCHANTABILITY AND FITNESS OF THE WEBSITE, THE APP AND THE SERVICES ALL OF WHICH ARE PROVIDED ON AN AS IS BASIS.
THE PARTIES FURTHER REPRESENT AND WARRANT TO ONE ANOTHER THAT, TO THE BEST OF ITS KNOWLEDGE, THERE ARE NO ACTIONS, SUITS, CLAIMS, INVESTIGATIONS OR PROCEEDINGS EITHER PENDING OR THREATENED THAT MAY AFFECT THE OTHER PARTY’S RIGHTS UNDER THIS AGREEMENT.
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY DRIVO IN THIS AGREEMENT, DRIVO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY MANNER, WHETHER EXPRESS OR IMPLIED, REGARDING THE WEBSITE, THE APP OR THE SERVICES.
Neither party shall, in any manner whatsoever, be liable or otherwise be responsible for any delay or default or failure to perform resulting from or arising out of or in connection with a Force Majeure event (defined hereinafter), and any such delay, default, or failure to perform shall not constitute a breach by either Party hereunder.
For the purposes of this Agreement “Force Majeure” shall mean any act, cause, contingency or circumstance beyond the control of such Party, including, without limitation, any governmental action, order or restriction (whether foreign or state), war (whether or not declared), terrorist attacks, fire, explosion or accidental damage, or any other Acts of God, public strike, riot or labour dispute.
This Agreement constitutes the entire agreement and understanding between the Parties and shall supersede any and all other agreements or understandings entered into by the Parties.
RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be construed as creating any relation of principal-agent, employee-employer between the Parties. Each Party shall be solely responsible for all matters relating to its employees, agents, subsidiaries and subcontractors including any tax or labour requirements.
In no event shall either Party hold itself to be a partner, agent, representative or associate of the other Party. The Parties further agree not to make any false or misleading claims or representations regarding the other Party, the Website, the App or with regard to the relation between the Parties.
VARIATION AND SEVERABILITY
No variation to this Agreement shall be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties.
If any provision of the Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of the Parties under the Agreement shall not be materially and adversely affected thereby, (a) such provision shall be fully severable; and (b) the Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof.
Any leniency or delay by either Party in taking any action against the other in any of the matters amounting to breach or violation of any of the terms shall not be considered or interpreted as a waiver of the such Party’s right to take action or demand contractual damages at a later stage.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws that are in force in the territory of India and the Courts of Bhubaneswar shall have exclusive jurisdiction over any claim or dispute arising from this Agreement.