The “Services” constitute an online technology platform that enables users of Indecab mobile applications or websites provided as part of the Services to manage their business operations. It also functions as a network that connects one Fleet Owner to another and facilitates operations between them.
Your access or use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Indecab, you are consenting to be bound by and are becoming a party to all the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company, partnership firm or any other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this Agreement and all references to you hereafter shall be deemed to be references to such entity. If you do not agree to these Terms, you may not access or use the Services. These Terms shall expressly supersede prior agreements or arrangements if any with you. Indecab may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Indecab and the Fleet Owner are hereinafter individually referred to as the “Party” and collectively, as the “Parties”.
Indecab may amend the Terms related to the Services from time to time. Amendments will be effective upon Indecab’s posting of such updated Terms on the website (www.indecab.com) or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting and or updation constitutes your consent to be bound by the Terms, as amended
The Parties hereby agree as follows:
“Fleet Owner” shall mean any person (including an individual, partnership firm company or any other legal entity) having accepted the terms and conditions contained herein and using the Platform and Services provided in its internal business operations and in accordance with applicable law and the terms and conditions contained herein.
“Duty” or collectively “Duties” shall mean every duty slip manually or automatically generated using the Services of the Indecab Platform.
The Platform and the Services shall only be used by persons above the age of 18. By using our Services you agree that you are over the age of 18 and have the authority and capacity to use the Services.
2. FLEET OWNER DATA
- Company name
- Owner name
- Contact Number
- Email ID
(Collectively, “User Data”) as part of your use of Services you should:
2.1 Provide true, accurate, current, and complete information about yourself as prompted during the account creation/registration process, and maintain and promptly update the User Data to keep it accurate and current. You agree that we may use your User Data to provide you Services, if any information that is inaccurate or not current, some of the Services may not operate correctly. Additionally, if you provide any information for the purposes of fraudulent or criminal activities, or we have reasonable grounds to suspect that such information has been provided, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services.
2.2 We will not be liable for any error in our Services due to the lack of, incorrect, false information provided.
3. PASSWORD AND SECURITY DISCLAIMER
When you create an account, you will be asked to create a password to protect your account. You will be responsible for all activities that generate from your account, and you can only access your account upon the transmission of your password, you should keep your password strictly confidential at all times. We reserve the right to suspend your account and/or required that you alter your password if we believe for any reason that your password is no longer secure. YOU MAY NOT SHARE YOUR ACCOUNT PASSWORD WITH ANY OTHER PERSON FOR ANY REASON.
We try to use reasonable security measures to protect against unauthorised access to your account. We cannot, however, guarantee absolute security of your account, your User Data or the content, or the personal information or location information you provide, and we cannot promise that our security measures will prevent third party hackers from illegally accessing the Services or its contents. You agree to immediately notify us of any unauthorized or suspected unauthorised use of your account or password or any other breach of security, and to content, or any other information you provide on connection with your use of the Services.
4. GRANT OF SERVICES:
4.1 These terms are considered accepted when the Fleet Owner requests acesses to an Indecab account, Indecab hereby grants to the Fleet Owner a non-exclusive, non-transferable right to permit the use of the Services on a monthly subscription basis solely for the Fleet Owner’s internal business operations.
4.2 Notwithstanding the grant of the Services and license to use the Platform, the Fleet Owner shall be responsible for obtaining and maintaining all and any equipment and ancillary services needed to connect to, access or otherwise use the Platform and Services, including, without limitation, internet connection, computer hardware, software, operating systems, devices and the like (hereinafter collectively referred to as “Equipment”). The Fleet Owner shall be responsible and shall maintain any additional equipment purchased by the Fleet Owner from Indecab.
Indecab hereby grants to the Fleet Owner access to Services, which may be furnished to Fleet Owner under this Agreement. Fleet Owner agrees to use commercially reasonable efforts to ensure that its employees and users of all Services hereunder comply with the terms and conditions set out in this Agreement. Fleet Owner also agrees that it is prohibited from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Services or Platform. All Services furnished to Fleet Owner under this Agreement shall be used by Fleet Owner only for Fleet Owner’s internal business purposes, shall not be reproduced or copied in whole or in part. The Fleet Owner hereby accepts that Indecab retains all ownership and intellectual property rights in the Platform and Services including anything that may be developed or delivered under the terms of this Agreement at any time in the future. Fleet owner may not (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Indecab; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
6. MAINTENANCE AND SUPPORT SERVICE:
Indecab shall provide Fleet Owners with maintenance and support service limited to cases when the data is provided to Indecab, as provided herein. These will form a part of Services.
6.1 Maintenance Service: Indecab shall where practicable give to the Fleet Owner at least 5 (five) business days’ prior written notice of scheduled maintenance services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services, without prejudice to the Indecab’s other notice obligations under this Agreement. Indecab shall on its own discretion provide for the Maintenance Services required by the Fleet Owner.
6.2 Support Service: Indecab shall endeavour to provide the Fleet Owner with a Fleet Owner email help ID available from 10 am to 6 pm during business days. The Fleet Owner accepts that the availability of any support services shall be subject to any circumstances or events rendering them unavailable and for which Indecab shall not be liable under any circumstances. Indecab will endeavour to ensure that these support services shall be delivered with reasonable skill and care in accordance with the standards of skill and care as per industry standards. The response time from Indecab shall vary according to the query raised and/or support required. In the event, the support services provided do not meet the aforesaid standards, the Fleet Owner undertakes to inform Indecab of the same so that remedial steps may be taken.
7. SUBSCRIPTION FEE
7.1 As consideration for providing the Platform and Services in accordance with the terms of this Agreement, the Fleet Owner shall pay Indecab a pre-communicated fee that shall be displayed on the Fleet Owner’s profile (hereinafter referred to as “Payment”). Indecab reserves the right to revise the Payment at its own discretion and the same shall be notified to the Fleet Owner, with a 1 month notice period.
7.2 The total fee payable to Indecab shall be calculated by multiplying the number of D(herein after referred to as the “Subscription Fee”). The Subscription Fee shall be generated at the end of every month and will be notified to the Fleet Owner via email. The Subscription Fee referred to in this Agreement is exclusive of taxes applicable under laws of India, which shall be added to Indecab’s invoice(s) at the appropriate rate.
7.3 The Subscription Fee shall become payable on the 5th of every month. Any default in the payment shall result in the immediate termination of Services and access to the Platform.
This Agreement becomes effective on the day Indecab provides access to the Fleet Owner via the login credentials provided or through the self sign up process available on the Indecab website. This Agreement shall continue to remain in force, unless terminated as follows:
8.1 Either party notifies the other party of termination, in writing.
8.2 As otherwise terminated in accordance with the provisions of this agreement; and the entire duration shall constitute the “Subscription Term”.
9.1 If a Party fails to perform or observe any material term or condition and representations and warranties of this Agreement and the failure continues to not be remedied for seven (7) days after receipt of written notice, (1) the other Party may terminate this agreement, or (2) where the failure is a non-payment by Fleet Owner of any charge within a period of 5 days after it becomes due, Indecab, may, at its option, terminate or suspend Services with or without any notice.
9.2 This Agreement may be terminated upon written notice by either Party for any reason whatsoever and immediately, if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors.
9.3 In case of a termination through a written notice by either Party, Fleet Owner shall pay the Subscription Fee due until the date of termination.
9.4 Fleet Owner shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.
10. REPRESENTATIONS AND WARRANTIES
10.1 The Parties each represent and warrant that:
10.1.1 Each Party has the competence, authority, and right to perform its obligations under this Agreement.
10.1.2 This Agreement constitutes a legal, valid, and binding obligation on each Party, enforceable against such Party in accordance with its terms (except as may be limited by winding up, insolvency, moratorium, or similar laws affecting secured creditors’ rights generally and equitable remedies).
Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
10.2 The Fleet Owner represents and warrants as follows:
10.2.1 Fleet Owner is not permitted to resell the Services;
10.2.2 Fleet Owner shall use the Services only for lawful purposes. To the extent deemed necessary by Fleet Owner, Fleet Owner shall implement security procedures necessary to limit access to the Services to Fleet Owner’s authorized users and shall maintain a procedure external to the Services for reconstruction of lost or altered files, data or programs;
10.2.3 Fleet Owner is responsible for establishing designated points of contact to interface with Indecab;
10.2.4 Fleet Owner shall be liable and responsible for all and any communications and transactions by and between the Fleet Owners amongst themselves or with their Authorized Personnel; as well as customers they are communicating to through the Platform.
10.2.5 Fleet Owner will not disrupt a third parties’ similar use of Services.
10.2.6 Fleet Owner will let Indecab access the database of its customer for the effective use of Services. This database shall be used by Indecab to send communications to the customers with respect to the transactions or promotions in Services availed by the Fleet Owner;
10.2.7 To not violate or tamper with the security of any Equipment, programs, billing systems put in place by Indecab;
10.2.8 Fleet Owner shall also be responsible for maintaining the security of the Equipment, Fleet Owner account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Fleet Owner account or the Equipment with or without Fleet Owner’s knowledge or consent;
10.2.9 Fleet Owner acknowledges that the Services provided by Indecab under this Agreement is for the limited purpose of operations of the Service;
10.2.10 Fleet Owner will not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services;
10.2.11 That any modification to the Services performed by Fleet Owner directly or indirectly extending the current capabilities shall be the property of Indecab and all copyrights and other rights are hereby assigned to Indecab.
10.3 Indecab represents and warrants as follows:
10.3.2 Indecab has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
10.3.3 The Service will incorporate security features reflecting the requirements of good industry practice.
11. PROPRIETARY RIGHTS
11.1 The Fleet Owner acknowledges and agrees that Indecab and/or its licensors own all intellectual property rights in the Services and information on the Platform. Except as expressly stated herein, this agreement does not grant the Fleet Owner any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services. Fleet Owner shall have the option to receive a backup of data only on a request made to Indecab.
11.2 Indecab confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
11.3 Indecab shall own and retain all right, title and interest in and to (a) the Service and the software offered to the Fleet Owners in relation to the Service, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.
11.4 Notwithstanding anything to the contrary, Indecab shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Fleet Owner data and data derived therefrom), and will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
11.5 Additionally, any and all information under this Section can be shared with a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Indecab’s assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal information held by Indecab about the users of our Services are among the assets transferred.
The Fleet Owner shall defend, indemnify Indecab against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Fleet Owner’s use of the Services provided that:
12.1 The Fleet Owner is given prompt notice of any such claim;
12.2 Indecab provides reasonable co-operation to the Fleet Owner in the defence and settlement of such claim, at the Fleet Owner’s expense; and
12.3 The Fleet Owner is given sole authority to defend or settle the claim.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
13.1 The Services and any third-party software, services, or applications made available in conjunction with or through the Services are provided “as is” and without warranties of any kind either express or implied. Indecab, and their respective subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers (including, without limitation, the third-party wireless carrier partners) (collectively, the ‘Indecab Parties’), disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and title and non-infringement.
13.2 The Indecab Parties does not warrant that the functions contained on the website and/or in the mobile applications will be uninterrupted or error-free, that defects will be corrected, or that the services, systems, networks or servers that make them available are free of viruses or other harmful components.
13.3 Indecab undertakes that the Services will be performed substantially with reasonable skill and care in accordance with industry standards. Notwithstanding anything, Indecab does not warrant that the Fleet Owner’s use of the Services will be uninterrupted or error-free; nor is it responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Fleet Owner acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
14. INTERACTION WITH DRIVERS.
You acknowledge and agree to the following: We are not a transportation carrier and do not provide transportation services. Because we do not control drivers, you acknowledge and agree that we are not responsible for, and make no representations and/or warranties regarding, any driver. Your interactions with any drivers are solely between you and such drivers, including without limitation payment and delivery of services, and any other terms, conditions, warranties, or representations associated with such interactions. You agree that Indecab will not be responsible for any loss, damage, injury, or death incurred as the result of any such interactions, including without limitation if the Driver does not show up. If there is a dispute between you and any user, we are under no obligation to become involved.
You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any Drivers or other Users or Third-Party Websites.
16. PAYMENT MECHANISM
All payments by Users shall be through the payment mechanism put in place by Indecab. Valid Credit/Debit/Cash Card/Online bank transfers and other payment instruments are processed using a Credit Card payment gateway or appropriate payment system infrastructure and the same will also be governed by the terms and conditions agreed to between the Users and the respective issuing bank and payment instrument issuing company. We shall not be liable for any unauthorized use, fraud, payment refunds, lost amount etc. in the transaction.
17.1 “Confidential Information” means any data or information that is proprietary to Indecab, its parents, affiliates and subsidiaries, if any and not generally known to the public, whether in tangible or intangible form, including but not limited to any financial or technical information, marketing strategies, plans, projections, operations, performance results, computer software, access to social networking websites, flow charts, databases and trade secrets relating to the past, present or future business activities of either Parties or, its parents, affiliates and subsidiaries and including existing and future clients of either Parties, its parents, affiliates and subsidiaries and any other information that would be reasonably expected to be confidential information. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to the Fleet Owner under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor.
17.2 Confidential Information excludes information that is:
17.2.1 In the public domain.
17.2.2 Rightfully received from a third party without any obligation of confidentiality.
17.2.3 Rightfully known to it without any limitation on use or disclosure prior to its receipt from the other Party
17.2.4 Generally made available to third parties without any restriction on disclosure, or
17.2.5 Communicated in response to a valid order by a court or required by any governmental body or regulatory / legal authority
17.3 During this the term of this Agreement and for a period of two (2) years thereafter, the Fleet Owner agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement. The Fleet Owner agrees to only disclose the other Party’s Confidential Information to its employees on a need-to-know basis and/or authorized personnel. The Fleet Owner shall take steps as it determines appropriate to implement and enforce such non-disclosure/non-use obligations.
17.4 Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.
17.5 The Fleet Owner agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Indecab, entitling it to seek injunctive relief in addition to all legal remedies.
18. DISPUTE RESOLUTION
If any dispute arises between the Parties in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, and continues to be unresolved for 15 (fifteen) days, such dispute shall be resolved by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996 and the rules made thereto. The venue of arbitration shall be Mumbai, India. The Parties shall appoint a mutually agreed upon sole arbitrator. The award of the arbitrator shall be final and binding upon the Parties.
19.1 In the performance of this Agreement, both Parties are acting on principal-to-principal basis, independent of each other. None of the employee, officials, agents or assigns of a Party can be treated as agent of the other Party and in no case can bind the other Party by its representations and acts.
19.2 Indecab may assign any or all of its rights and/or obligations arising out of or in connection with this Agreement freely, in whole or in part.
19.3 This Agreement is subject to force majeure situations. It shall be subject to inabilities based on circumstances beyond the power in the Agreement, such as civil commotion, riots, strike, lockouts and acts of God etc.
19.4 The rights and obligations of the Parties under, or pursuant to, this Agreement, including this clause, shall be under the exclusive jurisdiction of the courts located at Mumbai and the governing law shall be the laws of India.
19.5 This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter of this Agreement and supersedes all prior or simultaneous representations, discussions, and negotiations whether oral or written. This Agreement shall be amended or supplemented by Indecab and the same shall be notified to the Fleet Owner within 10 (ten) days of such amendment or supplementation.
19.6 No term or provision hereof will be considered waived and no breach excused by either Parties, unless such waiver or consent is in writing and duly signed. No consent of waiver of a breach by a Party will constitute consent to the waiver of or excuse of any different or subsequent breach by the recipient.
19.7 Any notice shall be deemed given on the day of mailing or, if notice is by post, e-mail, or fax, on the next day following the day notice is deposited with the courier company for shipment, or e-mailed or faxed. For the purpose of notice to be given to the Fleet Owner, the address shall be the one provided on the Platform and for Indecab shall be at the registered address.