Terms of Service
1. Engagement and Services:
● This agreement outlines the terms under which Pettle offers services.
● Services will be provided in a professional manner, in compliance with agreed timelines.
● Pettle operates on a principal-to-principal basis and that nothing in this Agreement creates any agency, partnership, joint venture, employment or formal business relationship of any kind and neither Party shall have the authority to bind the other. It is specifically clarified that employees, agents, contractors of Pettle shall not become employees, agents or contractors of its Clients.
● Pettle has established and continues to maintain effective security measures to safeguard other party’s data from access or use not authorised under this Agreement.
● Pettle shall not under any circumstances, act in a manner that will adversely impact the goodwill and reputation of its Clients.
2. Usage & Limits:
● Unless otherwise specified, Pettle imposes no limit on the number of customers, bookings, invoices, reports, staff, or catalogues that Clients may add to their Pettle app.
● For every login that a Client has access to, Pettle imposes no restriction on the number of devices on which the login can be accessed.
3. Payment Terms:
● Fees for services are outlined, with provisions for amendments by mutual consent.
● Invoices will be tax-compliant, with specific payment terms and conditions.
● Late payment may incur interest charges.
4. Renewal, Refund, Cancellation:
● Renewal payments are to be made as per the decided subscription period and commercials.
● Renewal payments need to be made within 15 days of subscription period expiry.
● A refund window of 15 days from the date of onboarding is provided, wherein the Client is eligible to a 100% refund.
● Refunds will be processed within 5-7 working days, and the credited amount will reflect in the customer's bank account within 5-7 working days.
● Upon cancellation of the service outside of the 15-day refund window, Pettle is not liable to refund or reimburse any pending subscription charges.
5. Termination:
● The agreement's duration and conditions for termination by either party are specified and agreed upon by both parties.
● Either party may terminate this Agreement by giving the other party 1 (one) month’s prior written notice or as otherwise may be mutually agreed between the Parties in writing.
6. Confidentiality and Intellectual Property Rights:
● Pettle acknowledges and agrees that any and all information received by Pettle or its employees, sub-contractors, agents from the Client pursuant to this Agreement shall be confidential and shall not be disclosed to any third party, directly or indirectly. Such information includes any confidential operations, processes, know-how, dealings or information concerning the organisation, policies, procedure, of the Client or any information concerning the services, activities, business, employees, personnel, personal information of personnel shared, images, objects, properties and other information (collectively hereinafter referred to as “Confidential Information”). Confidential Information shall exclude any products, work, analytics, insights, reports, research & development that is created or developed by Pettle using the data, images, properties and other Confidential Information provided by the Client, which product, work, analytics, insights, reports and research & development shall at all times be a property of Pettle.
● Subject to what is stated in this clause 4.1 above, Pettle further undertakes to:
(i) keep confidential all the Confidential Information;
(ii) not use or attempt to use any Confidential Information in any manner except as may be required for the performance of the Services under this Agreement, or for furtherance of its business;
(iii) not to sell any Confidential Information to any third party/parties; Pettle agrees to limit access to such Confidential Information to those who need to know and who are contractually bound by policies of confidentiality with substantially similar function, purpose, scope and effect which are no less stringent than as accepted under this Agreement. However, Confidential Information may be disclosed if - (i) required to do so under applicable law; or (ii) if required to be disclosed by any governmental authority, court of law, regulatory bodies, tribunals, and/or any other statutory authorities;, provided that prior intimation about such disclosure has been provided to the Client by Pettle.
● Notwithstanding the disclosure of any Confidential Information by either Party to the other, each Party shall retain its title, all intellectual property and proprietary rights in its respective Confidential Information.
● The restrictions under this Clause shall apply during the term of this Agreement and after the termination/ expiry of this Agreement for a period of one (1) years from the date of termination/expiry of this Agreement.
● It has been agreed that Pettle shall be entitled to hold the Confidential Information for a period of three (3) years from the termination or expiry of this Agreement for its tax obligations and the same shall not be construed as a breach of this Clause 4.
7. Miscellaneous:
● Assistance in Litigation: Each Party shall, upon reasonable notice, furnish such information and proper assistance to the other Party as it may reasonably require from time to time, in connection, with any litigation in which it is, or may become, a party to either during or after the term of this Agreement. Any such information released by the other party shall be treated as Confidential Information in the same capacity as mentioned in Clause 4.1.
● Amendments: Any term of this Agreement may be amended mutually, only with the written consent of both the Parties. ● Notices: Any notice required or permitted by this Agreement shall be in writing and shall be deemed duly served upon receipt, when delivered personally, by electronic mail or by a delivery service, or 72 (Seventy Two) hours after dispatch by registered post acknowledgement due, if such notice is addressed to the Party to be notified at such Party’s address.
● Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
● Waiver: If at any time any Party waives any right accruing to it, due to breach of any of the provisions of this Agreement, such waiver shall not be construed as a continuing waiver of other breaches of the same kind or other provisions of this Agreement. None of the terms of this Agreement and the Schedules shall be deemed to have been waived or altered, unless such waiver or alteration is in writing and is signed by both the Parties.
● In no event will the Client be liable to Pettle for any special, exemplary, incidental, or consequential damages, or for any indirect loss of profits, goodwill, whether arising out of contract, tort (including negligence), strict liability or otherwise, resulting from or related to the Agreement (whether or not the Client knew or should have known of the possibility of any such damages).
● Entire Agreement: This Agreement represents the entire agreement between the Parties and cancels and supersedes all prior agreements, arrangements and understandings;.
● Survival: The Parties agree that all clauses which by their very nature survive the termination of this Agreement shall survive upon termination.
● Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of India. The courts in Thane, India shall have exclusive jurisdiction over all disputes arising therefrom.
● Any dispute arising between the Parties in relation to this Agreement shall be amicably resolved by negotiations and discussions between the Parties. In the event there has been no amicable solution within 30 (thirty) days from the time the negotiations began, the Parties shall refer the dispute to arbitration, by a sole arbitrator, jointly appointed by the Parties. The arbitration proceedings shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any amendments thereto. The arbitrator’s decision shall be final and binding upon the Parties. The Parties agree that the seat of arbitration shall be Thane and the language of arbitration shall be English.