Service Agreement

By using this website and/or subscribing to our services you agree to the following terms of service.

 

BRAND VEDAS, having its office at 4 B Pocket C MIG Flats Phase 3 Ashok Vihar Delhi 110052, India hereinafter referred to as the “First Party”

 

You the user of website or subscriber of service shall hereinafter refer to as the “Second Party” (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include the party of the First Part and any of his legal heirs, successors and permitted assigns etc.)

 

  1. TERMS AND CONDITIONS

    1. That any delay in completion of projects due to delay in providing the information, data or fees etc. to the First Party by the Second Party shall be attributable to the Second Party and Second Party shall be solely responsible for the same. 

    2. That the First Party shall not be liable to check the accuracy of contents and materials to be provided by the Second Party and the Second Party shall solely be responsible for such contents and materials to be provided.

    3. That the Second Party ensure that all the material and/or contents provided to the First Party shall not, in any manner whatsoever, be in violation of the rights and/or materials of any third party.

    4. That First Party shall not be responsible for any loss of income or profits, whether actual or projected, death or loss of property arising out during the normal course of business of the First Party and without the fault of the First Party. That the maximum liability in any other case shall not be more than the money charged and received by the First Party for the services rendered and for the cost incurred in this regard. 

    5. The Second Party may choose to take insurance for the risk that may arise due to the present Agreement.

    6. That money once deposited shall not be refunded or transferred for services attributable to other account but the same shall be adjusted in future services.

    7. That the invoice for the services to be provided under this Agreement shall be raised on the 1st day of each month by the First Party and the same shall be payable immediately on the receipt of the invoice. If the invoice will not be cleared by the Second Party within 7 days of the receipt of the invoice in this regard, the First Party shall be entitled to terminate the Agreement with notice of 7 days in this regard.

    8. That the Second Party hereby grants the First Party worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt, publish, copy and distribute all content provided by the Second Party in the form of video, audio, image, text, etc.

    9. That the Second Party hereby authorizes the First Party to use the Logo, name, Branding of Second Party and to represent First Party in media including, but not limited, to print, digital, & electronic;

    10. That the Second Party shall not engage any third party to provide the services during the enforcement of this Agreement that competes with or is similar to the Services of First Party. 

    11. The First Party may appoint sub-contractors to perform any of the aforesaid Services. The First Party acknowledges that such sub-contracting shall not release the First Party from any of its contractual obligations under this Agreement and it shall remain fully responsible for the performance of such Services.

    12. That in case of prior termination of the Agreement, the First Party shall adjust its professional fees and cost incurred for the services rendered prior to the termination of the Agreement from the advance or money received towards professional fee and for the costs to be incurred and returned the balance amount accordingly.

  1. REPRESENTATION AND WARRANTIES

    1. The Parties herein confirm, agree and declare that the present terms and conditions of this Agreement constitutes the entire agreement between them with respect to its subject matter, and supersedes and cancels any or all the other arrangement/settlement/ agreement, which may have been arrived at between the Parties hereto, either orally or in writing, with respect to the subject matter of the settlement in this Agreement.

    2. The parties Company represents and warrants with respect to themselves that this Agreement is within their corporate powers and authority, and have been duly authorized vide the board resolutions referred to above. Each of the Parties represents and warrants that it has the requisite power to sign and perform its respective obligations under this Agreement. This Agreement cannot be challenged at any stage by any Party on the grounds that any other Party did not have due and sufficient authority in executing it.

    3. The First Party hereby represents and warrants that it shall perform the Services with reasonable skill and care, to a standard to be reasonably expected from a competent and professional supplier of the services. 

    4. The First Party shall use reasonable care and skill in the selection and appointment of suppliers and the agreement of the terms and conditions of such appointment. Should the Second Party request, the First Party will obtain more than one quote for a particular supply and discuss these with the Second Party before placing an order. The First Party shall obtain the Second Party’s consent before commissioning services from any company in which the First Party has a financial interest, such consent not to be unreasonably withheld or delayed.

    5. The Second Party undertakes promptly to provide the First Party with all information, assistance and materials that the First Party requests from time to time to facilitate the proper and timely performance of the Services.

    6. The Second Party warrants that:

      1. to the best of its knowledge and belief, all information provided by it to the First Party is accurate and complete; and

      2. that the Second Party is entitled to provide such information, and any photography, artwork, literature or other materials provided by or on behalf of the Second Party for use by the First Party without recourse to any third party.      

    7. The Second Party agrees not to discuss the subject matter of this Agreement to any reasonably significant extent with anyone other than through or with the knowledge of the First Party.

  1. TERMINATION

Either Party may terminate this Agreement by prior written notice of 30 
(thirty) days to the other subject to the settlement of all dues, if any, payable at the time of termination. 

  1. EXCLUSIVITY 

The Parties agree that no Party shall, directly or indirectly, enter into negotiations with, or enter into any transaction, arrangement, understanding or scheme of any nature, with any third party in relation to the terms contemplated under this Agreement. The exclusivity shall be valid for 90 days after the termination of this Agreement.

  1. INTELLECTUAL PROPERTY 

  1. Ownership of any products /service /intellectual property developed and created including but not limited to any material created by First Party during the course of present Agreement shall be the sole property of the First Party and the First Party shall be the sole and indisputable owner of such intellectual property, unless otherwise stated in this Agreement and the corresponding fees as decided between the parties for the same is paid. Further, it is the responsibility of the Second Party to ensure the safety of such intellectual property if the same is in possession and/or in transit between the First Party and Second Party and/or the third party (ies).

  1. CONFIDENTIALITY

The matters set forth in this Agreement, all information to be shared by the Parties and their respective businesses are confidential. Unless otherwise required by law, such information shall not be disclosed to any other person or entity without the prior written consent of the other Party, which consent shall not be unreasonably withheld. All Parties may disclose such information to their affiliates and their respective directors, officers, employees, agents, and consultants who need to know such information in order to conclude the transactions contemplated by this Agreement and who are informed of the obligation to keep such information confidential, and the Parties will be liable for any breach of confidentiality by any person or entity to which it discloses such information. Each of the Parties agrees and acknowledge that remedies at law for any breach of its obligations under this Clause are inadequate and that in addition thereto either Party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach. Either Party recognizes that the other Party may have confidential or proprietary information of the other Party in relation to the present Agreement. The Party in possession of the information, on behalf of itself and its agents and employees, shall not utilize or disclose such confidential or proprietary information except to the extent disclosure is required by law. For the purpose of this Agreement, ‘information which are confidential in nature’ or ‘confidential information’ shall mean ideas, information, technical, data, secret or know-how provided by one party to the other party in writing, or, if communicate orally, is confirmed within 30 calendar days as having been disclosed as confidential or proprietary, electronically, or in other form, including but not limited to research, product plans, products, patent and patent applications, trademark, trade secret, business plans, designs, copyrighted work, proprietary information, ideas, discoveries, techniques, sketches, drawing, research work/paper, work of authorship, models, inventions, creations, improvements, developments, know-how, processes, apparatuses, equipment, systems, components, technologies, algorithms, formulae, software programs, software source documents, products and services, customer lists, suppliers, investors, licensors, licensees, employees, affiliates, partners, business forecasts, sales and trading methods and materials and marketing plans etc.

  1. ARBITRATION& GOVERNING LAW

The Parties agree to use their best efforts to negotiate in good faith and settle amicably any dispute or difference that may arise or relate to this Agreement, or in respect of the construction or implementation of any of its provisions, or a breach thereof (hereinafter referred to as “Dispute”). If the Dispute cannot be settled amicably through ordinary negotiations by each Party, within 30 days after commencement of the negotiation, the same shall be decided by arbitration of 3 (three) arbitrators, one each appointed by each of the parties and remaining one will be appointed jointly by both the parties hereto. The arbitration shall be in accordance with the Arbitration and Conciliation Act 1996 and the venue of the arbitration will be in Delhi, India, and the arbitration proceedings will be conducted in the English language. The award of the arbitrator shall be final and binding upon the Parties. 

This Agreement will be interpreted and governed by the laws of India. Subject to the above, the Parties agree that this Agreement will be subject to the exclusive jurisdiction of courts at Delhi, India.

  1. FORCE MAJURE 

Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (hereinafter, an “event of force majeure”) provided the same arises without the fault or negligence of such party. Each party shall use its reasonable endeavours to minimize the effects of any event of force majeure.

  1. NOTICES

Any notice, invoice or other communication which either party is required or permitted by this Agreement to serve on the other party shall be sufficiently served if sent to the other party at its specified address mentioned herein below (or such other address as is notified to the other party in writing sufficiently in advance) as follows:

  1. by hand/ speed post/ registered post;First Party: 4 B Pocket C MIG Flats Phase 3 Delhi 110052
  2. by email

First Party: pundit@brandvedas.com 

  1. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart.

  1. ENTIRE AGREEMENT

This Agreement, the annexures and addendums hereto etc., constitutes the entire agreement between the Parties and supersedes all previous agreement(s), representation(s), negotiation(s), or conversation(s) etc. between the Parties. This Agreement cannot be changed, altered or modified, except by a written document executed by all the Parties which document shall form part and parcel of this Agreement.

  1. COST AND CHARGES

Save as otherwise provided in this Agreement, and all the charges, other than the charges specifically provided in this Agreement, with regard to this Agreement shall be borne by both the Parties as may be agreed between them.

  1. AMENDMENT

The terms of this Agreement shall not be altered or added to nor shall anything be omitted there from except by means of a supplementary agreement in writing duly signed by both the Parties hereto.

  1. INDEMNIFICATION

  1. Subject to the terms, conditions and limitations set forth in this Agreement, from the date of signing of this Agreement and for the duration of this Agreement Second Party shall defend, indemnify and hold harmless the First Party and its Affiliates, and if applicable, each of its nominee(s), legal representative(s), successor(s) in business, successor(s) in interest, assign(s), administrator(s), executor(s), and liquidator(s) etc. (collectively, the “Indemnified Parties”) from and against any actual, out of pocket cost or expenses, judgments, fines, claims, damages and assessments that are imposed on the First Party and the Indemnified Parties arising out of any breach of, or inaccuracy in, any representation or warranty, content and information provided by Second Party, violation of third party rights and/or material or condition set forth in the present Agreement and the failure to perform, in any respect, any covenant or agreement of the First Party and its indemnified parties set forth in this Agreement or any of the related instruments/documents.

  2. Indemnification Procedure: All claims for indemnification by the First Party and its indemnified parties entitled to indemnification under this Article based on or arising from a third party claim shall be asserted as set forth in this Clause. 

  3. In the event that any claim or demand by a third party for which the Second Party hereto may be required to indemnify the First Party and its indemnified parties hereunder (a “Claim”) is asserted against or sought to be collected from the First Party and its indemnified parties by a third party, First Party and its indemnified parties shall as promptly as practicable, notify the Second Party in writing of such Claim, and such notice shall specify (to the extent known) in reasonable detail the amount of such claim and any relevant facts and circumstances relating thereto (the “Claim Notice”).

  4. The Second Party shall have thirty (30) days from delivery of the Claim Notice to notify the First Party and its indemnified parties whether or not the Second Party elects to defend the First Party and its indemnified parties against such Claim; provided, however, that an election by the Second Party during such thirty-day period not to defend the First Party and its indemnified parties against such Claim shall not preclude the Second Party from electing to defend, or participate in the defence of, the First Party and its indemnified parties from such Claim at a later time; and provided, further, that any election by the Second Party to defend a Claim shall not be construed to be an admission as to liability for indemnification hereunder.  

  5. In the event that the Second Party notifies the First Party and its indemnified parties that it desires to defend the Financial Creditor or Financial Creditor Indemnified Parties against such Claim, the Second Party shall provide unhindered support to the First Party and its indemnified parties and will not take any step without the written consent of the First Party and its indemnified parties.

  6. The First Party and its indemnified parties shall be entitled to be defended by the Counsel(s) of their choice and at the expense of the Second Party.

  1. WAIVER

The right created under this Agreement shall not be waived, varied, or novated entirely or partially, except in writing signed by the Parties hereto and no delay or omission in the exercise of such right or power by either Party shall impair or detract from any such right or power, nor shall be construed as a waiver of default, if any, or an acquiescence therein. Unless otherwise expressly stated in the writing referred to above, one or more instance of waiver of the breach of any covenant, term or condition of this Agreement by either Party shall not be construed by the other Party as a waiver of a subsequent breach of the same covenant, term or condition.