FACILITATION SERVICES AGREEMENT

Wickedride Adventure Services Private Limited , a company incorporated under the Companies Act, 2013, and having its registered office at, (hereinafter referred to as the “ Company”, which term, wherever the context admits or permits, shall mean and include its administrators and permitted assigns) of the ONE PART;

AND

I (hereinafter referred to as the “Business Associate”, which expression, where the context admits, shall mean and include each of its partners, their respective heirs, legal representatives, successors in interest

The term “Parties” shall hereinafter mean the Company and the Business Associate collectively and the term “Party” shall mean the Company or the Business Associate individually.

WHEREAS:

  1. The Company is inter-alia involved in the business of: (i) maintaining and operating an online platform through its mobile application (jointly the “Portal”), through which the Company connects the customers with the Business Associates enlisted with the Portal and allows the customers to book rides on the Portal. ;

  1. The Business Associate is interested in providing commute services (“Commute Services”) to Customers (hereinafter defined) by listing out his/her/its two wheelers vehicles (“Two-Wheelers”) on the Company’s Platform and has approached the Company for the same. “ Customer” shall mean a person who has an account on the Portal and uses the Commute Services (defined herein below).

  1. It is hereby agreed between the Parties that all the risk associated with operating the Commute Services shall solely and exclusively vest with the Business Associate and the Company is merely a facilitator, facilitating transaction between Customers and the Business Associate.

  1. Pursuant to the mutual discussions between the Parties and on the basis of and relying upon the representations, warranties and assurances made by the Business Associate to the Company, the Company has agreed to provide its Portal for the listing of Business Associate’s Commute Services (“Listing Services”) subject to the terms and conditions of this Agreement.

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS

    1. Scope

  1. The Company shall, based on the information provided by the Business Associate, enlist the Business Associate on the Portal;

  1. The Business Associate shall follow the prescribed format by the Company for the purpose of registration on the Portal. Upon registration the Business Associate shall be entitled to list out its Two-Wheelers on the Portal, as per the norms specified by the Company in this regard.

  1. After enlistment, the Business Associate shall be connected to the Customers for providing Commute Services . The Business Associate shall provide Commute Services with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a partner. The Business Associate shall comply with the terms of this Agreement as well as Business Associate T&C (as morefully detailed in Annexure I ) while providing Commute Services.

  1. The Business Associate acknowledges and agrees that all rights, obligations and liabilities of the Business Associate and Company shall be governed in accordance with this Agreement and the Business Associate T&C. The Business Associate hereby represents that the Business Associate has read and understood this Agreement and the Business Associate T&C fully and the terms contained therein are agreeable to him.

  1. During the term of this Agreement, the Business Associate shall operate as and have the status of an independent contractor and shall not act as, be or construed to be an agent or employee of the Company. The relationship between the Parties is on a principal-to-principal basis, and none of the provisions of this Agreement shall be interpreted as creating the relationship of employer and employee between the Company and the Business Associate at any time, under any circumstance or for any purpose.

  1. The Company reserves the right to conduct a detailed background verification of the Business Associate, prior to registering them on the Portal and the Business Associate shall provide all necessary information and documents as requested by the Company in this regard.

  1. The Company shall provide the Listing Services as per its standard operating procedures, and the Business Associate shall have no control or right to dictate the same.

  1. The Company may, at its discretion, and without prior notice, change its mode of operating, or change the features of the Listing Service, to the Business Associates’ or to users generally.

  1. The Company does not guarantee that the Listing Services will be uninterrupted or error free. In the event of any malfunctioning or disruption of the Platform, the Company will endeavor to rectify the same as soon as possible. The Company will give prior notice to the Business Associate in case of any scheduled rebooting or down time.

  1. In the event of cancellation of the booking of a Two-Wheeler by the Business Associate or the Customers for any reason whatsoever, the procedure set out in Annexure II, shall be followed.

      1. Consideration

  1. All payments by Customers in lieu of the Commute Services shall be made through the Portal and the relevant amount shall be passed on to the Business Associate after due processing of the same by the Company, in accordance with the norms laid down in Annexure III.

  1. The Business Associate shall also ensure that all taxes, (including in particular and without limitation, all road and vehicle taxes) are paid as and when they fall due and all other dues in respect of the said Two-Wheelers and their use, are also paid and discharged in a timely manner.

  1. Tax Deduction at Source (“TDS”) as per applicable rules shall be applicable for all payments by the Company and GST will be charged as per the prevailing government regulations.

      1. Obligations of the Business Associate

  1. In the event, that the Customers books for a Commute Service, it shall be the responsibility of the Business Associate to provide such Commute Services to said Customers as per the agreed timelines which is morefully described in Annexure II.

  1. The Business Associate will ensure full and proper compliance with all applicable rules and regulations and other statutory requirements, in implementing this Agreement and carrying out their duties and obligations hereunder, including in particular all the laws, rules and regulations, relating to the use of Two-Wheelers on public roads etc. The Business Associate will also ensure that all the fitness certificates, registration certificates; road permits, pollution under control and insurance are always valid and available with the Business Associate while providing the Commute Services. Further, without prejudice to the generality of the above, the Two-Wheelers shall contain all valid documents as required by the statutory authorities so as to be in compliance in all respects, with the Motor Vehicles Act, 1939, the rules issues hereunder, Karnataka On-demand Transportation Technology Aggregators Rules, 2016 and all other applicable laws, rules, regulations and other legal requirements.

  1. The Business Associate shall provide the necessary comprehensive insurance coverage for all the Two- Vehicles listed out on the Portal, including third party insurance at its own cost, and shall provide documentary evidence of the same to the Company.

  1. The Business Associate shall provide with the requested documents by the Company to comply with licensing regime if any.

  1. Except as required by Applicable Law, the Business Associate shall not issue any announcement or other communication to any third party concerning its dealings with the Company in relation to this Agreement in any promotional, advertising or other materials, without the Company’s prior express written consent. The Company may, at its discretion, make reference to the Business Associate Two-Wheeler in promotional materials, media references and case studies including on the Company’s website. The Business Associate grants the Company all rights required to: (i) make such reference and; (ii) the use of any the Business Associate’s logo or images of the Two-Wheelers or similar, for the purpose of inclusion in such promotional materials, media references or case studies.

  1. The Business Associate plying the Two-Wheelers and performing duties in connection with the Commute Service, shall possess valid and current driving license and should always be neatly dressed and well behaved and behave in a polite and courteous manner with the Customers.

7.The Business Associate shall report promptly to the Company any complaints with regard to the payment issue, or expressions of dissatisfaction with the Customer or relating to the Commute Services within seven (7) days of the happening of such issue via the complaint procedure detailed in Annexure I.

  1. The Business Associate shall at all times while providing Commute Services use helmets and shall also provide a helmet to the customer. The Business Associate shall at no time while driving the Two-Wheeler use mobile phones and if GPS is required for the Commute Service shall only use hands-free device or Bluetooth for the same.

  1. The Business Associate shall not perform Commute Service while under the influence of alcohol or any un-prescribed controlled substance. In the event of any such report or any instance of misbehavior by the Business Associate, the Company has the right to immediately remove the Business Associate from the portal and terminate this Agreement.

  1. The Two-Wheeler used by the Business Associate in connection with the Commute Service under this Agreement, shall be kept in good repair and perfect road worthy condition at all times and shall have a First Aid Box, and such other requirements. Further, under no circumstances shall the Two-Wheeler be used for or in connection with any illegal purposes at any time during the continuance of this Agreement.

  1. All risks and liabilities arising from the Commute Service, whether from accident or mishaps shall be solely borne by the Business Associate.-. The Business Associate agrees that all the risk associated with operating the Commute Services shall solely and exclusively vest with the Business Associate and the Company is merely a facilitator, facilitating transaction between Customers and the Business Associate.

  1. The Business Associate shall at all times comply with traffic rules and regulations including lane disciplines and, any fine or penalties imposed due to traffic violations shall be borne by the Business Associate.

      1. Representations, Warranties and Covenants of the Business Associate

The Business Associate represents, warrants and/ or covenants as under:

  1. The Business Associate is capable of entering into the present Agreement, pursuant to the Indian Contract Act, 1872 and is not below the age of 18 years as on the Effective Date;

2.The Business Associate has the power and authority to execute this Agreement and to carry out its obligations under this Agreement;

3.The execution and delivery of this Agreement and promises, agreements or undertakings made under this Agreement do not violate any law, rule, regulation or order applicable to the Business Associate or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which Business Associate is a party or which is applicable to Business Associate;

4.Business Associate has the requisite expertise, skills and personnel to undertake its obligations in accordance with the terms of this Agreement;

  1. Disclaimer

  1. Company disclaims and shall disclaim all representations and warranties to the Business Associate, of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes in respect of the Portal or the Listing Services provided through the Portal.

2.To the extent permissible under applicable laws, Company disclaims and shall disclaim all liabilities, whether civil, criminal, tortuous, or otherwise, that may accrue as a consequence of the breach by the Business Associate (a) of the Applicable Laws in respect of the Commute Services; (c) of the terms of the Business Associate T&C; or (d) of the duty of care the Business Associate owes to the users of the Portal.

3.The Business Associate, for itself and for its affiliates, attorneys, legal representatives, agents, legal heirs, successors-in-interest and assigns, irrevocably and unconditionally releases and forever discharges the Company, its subsidiaries, and their respective employees, directors, officers, attorneys, agents, successors-in-interest and assigns, and each of them, from any and all causes of action, claims, actions, rights, judgments, attorneys’ fees, obligations, damages, demands, accountings or liabilities of whatever kind and character, whether now known or unknown, suspected or unsuspected, existing as of the date hereof, which any Business Associate has or may have against the Company, or any of them, arising under or in connection with death or personal injury, or loss or damage to property suffered in the course of the Commute Services or caused in any manner by provision of the Commute Services.

4.Company does not warrant to the Business Associate that the Business Associate will be able to use the Portal at all times or locations or that the Portal and the Listing Services provided through the Portal will be uninterrupted or virus-free or error-free or free from any malicious software and that the defects will be corrected by Company.

      1. Confidentiality

  1. During the term of this Agreement, all confidential information received by either Party shall be maintained and protected in the strictest confidence and trust. It is agreed and understood that the Agreement itself would be treated as confidential information and any disclosure of the same would result in a breach of this Agreement. Any disclosure to a third party shall be made, only after intimating the Company of such confidential information and obtaining the approval to in writing by the Company in relation to the same.

2. In the course of providing Commute Services, any personal data of the Customers collected by the Business Associate, shall at all times be protected and maintained in confidence as per the applicable laws governing the security, privacy and protection of such data. In Particular, the Business Associate shall comply with the provisions of the Information Technology Act, 2000 and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011. In the event of any breach by the Business Associate, the Company can immediately terminate this Agreement.

      1. Indemnity

The Business Associate hereby indemnifies and shall keep indemnified and harmless, the Company, its directors, officers and employees from and against all and any claims arising from any breach or non-compliance whatsoever by the Business Associate of the terms of this Agreement; any breach or non-compliance of applicable laws; any loss, destruction or damage to any of the Company’s properties or assets; any claims made by Customers or third party users; or any claims or demands of losses, damages, liabilities, death or personal injury arising from the Commute Service or from any act or omission of the Business Associate.

      1. Term and Termination

  1. This Agreement shall come into force on [ / / ], and shall remain in force for a period of ____ years thereof, subject to earlier termination by the Parties as per the terms of the Agreement. The Company may at its discretion, extend the term of this Agreement by such further periods of time, as shall be communicated to the Business Associate in writing.

2. The Company will be entitled to terminate this Agreement without cause, or in the event the Business Associate declines any modified/amended Business Associate T&C. No compensation of any sort shall be payable to the Business Associate in this regard.

  1. Where, however, either Party is in breach of its obligation hereunder, the other Party may terminate this Agreement by giving fifteen (15) days written notice specifying the breach and in the event such breach still remains, at the end of the said notice period. Termination shall not prejudice or affect any right of action or remedy, which shall have accrued or shall thereafter accrue to either Parties.

      1. No Agency

Except as otherwise provided in this Agreement or the Business Associate T&C, it is clearly understood and accepted by both Parties that the Company and the Business Associate are independent contractors and that this Agreement and the contract between the Parties evidenced by it are on “principal to principal” basis.Nothing herein contained shall be construed or understood as constituting either Party hereto as the employer, agent or representative of the other under any circumstances.

      1. Amendment

This Agreement may be amended by the Parties mutually in writing.

The Business Associate T&C and terms and conditions of Listing Services (collectively referred as “Terms and Conditions”) may be modified or amended by Company at its sole and absolute discretion and in order to comply with the applicable law, rules and regulations, as in force currently or as modified, amended or introduced at a future date. The Business Associate shall be required to either accept or decline the modified / amended the Terms and Conditions. In the event the Business Associate chooses to decline the modified / amended Terms and Conditions , this Agreement and the Business Associate T&C shall stand terminated forthwith.

      1. Legally Binding

The Parties hereby agree that the terms of this Agreement shall be legally binding on the Parties and shall be enforceable against the Parties.

      1. Survival :

In the event of termination or expiration of this Agreement for any reason, any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

      1. Force Majeure:

Both Parties shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.

      1. No Waiver :

No delay or omission by either Party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing or mutual agreement of the Parties. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar).

      1. Severability:

If any term or provision in this Agreement is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected.

      1. Notices:

Any notice required or permitted to be given to the Parties hereunder shall be in writing and sent or transmitted by (i) registered or certified mail; (ii) hand-delivery; (iii) email; or (iv) internationally recognized courier service, provided its receipt is acknowledged and, dispatched or sent or transmitted to the addresses of the Parties as set out in the first page of this Agreement or to such other address as the Parties may specify from time to time.

      1. Multiple Counterparts:

This Agreement may be executed in several counterparts and ____ languages, all of which taken together shall constitute one single Agreement between the Parties. If there is any inconsistency or conflict between the counterparts executed in different languages, the English version shall prevail.

To ensure the operational efficiency and effectiveness of the Commute Service, the Business Associate is required to comply to fulfill their part thereof: the service levels are the modalities that we expect the Business Associate to operate for smooth functioning of the facility. Compliance to the Business Associate T&C’s is mandatory.

  • Business Associate needs to ensure that the bikes are kept clean.

  • Any Two-Wheelers replacing the existing Two-Wheelers should be brought to the notice of Company well in advance, in emergency at least by next 2-3 hours of doing so.

All the Two-Wheelers should have below mentioned documents & shall be provided a copy of the same to us:

  • R C Book

  • Valid Insurance copy

  • Valid Emission test certificate

  • Fitness certificate etc

  • In case a Two-Wheeler is replaced, then that vehicle documents should be provided immediately.

The Business Associate operating the Two-Wheeler should submit below mentioned documents :

  1. Driver License

  2. Driver Bio Data

  3. Transporter ID Card

  4. Driver Fingerprint

  5. Any Government Proof like Voter ID etc

  6. Two Photos

Driver discipline with the employee and transit

  • The Business Associate shall limit his talk with the Customer to the extent of on- route transit details.

  • The Business Associate shall not indulge in unnecessary talk with the Customer.

  • The Business Associate shall not ask for favors and other monetary/pecuniary benefits

  • The Business Associate shall not glean any personal information from the Customer.

  • The Business Associate shall not oblige calls of the Customers unless/until intimation is provided by the Company or informed by the Portal.

  • The Business Associate should not intoxicate while providing the Commute Services. Usage of alcohol or other tobacco is strictly warned. Any such incidents shall be caused to terminating of this Agreement.

  • The Business Associate shall not use insane/Slang language and usage of abusive language is strictly prohibited. Any such incidents shall be caused to terminating of the Agreement.

  • If the driver is reported with rash driving which is precarious to the Customer safety shall be caused to terminating of the Agreement.

  • The Business Associate to be well dressed and report to the duty without a shabby appearance.

  • The Business Associate should use mobile phone with a hands free set during the transit. If found consequences would be severe.

  • The Business Associate shall not get into any arguments/violence with passer-by under any circumstances when the Customers are there in the Two-Wheelers.

  • The Business Associate to ensure all tracking and alerting devices in the Two-Wheelers are functioning and avoids tampering of devices.

  • The Business Associate shall not allow the Customers to smoke tobacco or drink alcoholic substances in the Two-Wheelers.

  • The Business Associate should provide vehicle breakdown report and Incident report on the same day of the breakdown or Incident occurred