SHIPROCKET PLATFORM AND MARKETING MANAGEMENT SOLUTION
This Merchant Agreement (“Agreement”) is between you (Body corporate/ Entity), together with ay otner other business entity you are representing, if any (hereinafter collectively referred as “Merchant” or “you” or “User”); and Shiprocket INC, a Corporation having its registered office at 8, The Green Ste. A. Dover County, Kent 19901 and Principal place of business at 416, Udyog Vihar, Phase-III, Sector- 20, Gurgaon- 122008 Haryana, offering ‘Marketing Management Services’, under the name ‘Shiprocket Wigzo Services’ (hereinafter referred to as “BFRS” or “we” or “Shiprocket” or “Mechant”, and together with the User referred jointly as the “Parties” and individually as a “Party”).
This Agreement comes into effect when you register to use the Services (as defined below), or click on “Continue” box, and accept the terms and conditions provided herein.
By registering or clicking on the ‘Continue’ box, you signify your absolute, irrevocable and unconditional consent to all the provisions of this Agreement in its entirety. This Agreement constitutes a legally binding agreement between you and BFRS. This Agreement defines the terms and conditions under which you’re allowed to use the Shiprocket’s website (“Website”) and Shiprocket’s mobile application (“Mobile App”), and how BFRS will treat your account while you are a member. If you have any questions about our terms, feel free to contact us at [email protected].
You are advised to read this Agreement carefully. You expressly represent and warrant that you will not avail the Services if you do not understand, agree to become a party to, and abide by all of the terms and conditions specified below. Any violation of this Agreement may result in legal liability upon you.
The Website/ Mobile App and the online/ offline services of BFRS or its affiliates, provides access to a platform that facilitates more comfortable form of e-commerce where you can use the marketing management services according to your requirements within the countries designated by BFRS from time to time (“Service(s)”).
This Agreement, among other things, provides the terms and conditions for use of the Services, primarily through a web-based practice management software hosted and managed remotely through the Website/Mobile App.
BFRS reserves the right to modify the terms of this Agreement, at any time, without giving you any prior notice. Your use of the Service following any such modification constitutes your agreement to follow and be bound by the terms of the Agreement, as modified.
Your access to use the Services will be solely at the discretion of BFRS.
- USER ACCOUNT USAGE
- This Agreement is a master agreement which governs the relationship between the Parties in relation to one or more business (B2B) services that are offered by BFRS to the User, which shall inter-alia be subject to the terms and conditions specified in Annexure-A (Shiprocket Service Specifications). BFRS hereby authorizes the User to view and access the content available on the Website/Mobile App solely for ordering, receiving, delivering and communicating as per this Agreement. The contents of the Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Website and Mobile App (collectively, “BFRS Content“), are the property of BFRS and are protected under copyright, trademark and other laws. User shall not modify the BFRS Content or reproduce, display, publicly perform, distribute, or otherwise use the BFRS Content in any manner, without the consent of BFRS.
- User shall not transfer or share (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their log-in or right to use the Service to any third party. The User shall be solely responsible for the way anyone you have authorized to use the Services and for ensuring that all of such users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such user shall be deemed to be a violation thereof by you, towards which BFRS shall have no liability or responsibility.
- Multiple users are not permitted to share the same/single log-in. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any log-in you use to access the Services.
- You agree that any information you give to BFRS will always be true, accurate, correct, complete and up to date, to the best of your knowledge. Any phone number used to register with the Service be registered in your name and you might be asked to provide supporting documents to prove the same.
- You agree that you will not use the Services provided by BFRS for any unauthorized and unlawful purpose. You will not impersonate another person to any of the aforesaid.
- You agree to use the Services only for purposes that are permitted by: (a) the terms of usage as outlined in this Agreement; and (b) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of goods, data or software to and from India or other relevant countries).
- You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by BFRS, unless you have been specifically allowed to do so in a separate agreement with BFRS.
- You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
- You agree that you are solely responsible for (and that BFRS has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which BFRS may suffer) of any such breach.
- You expressly acknowledge and agree that your use of the Services is at your sole risk and that the Services are provided “as is” and “as available”, and BFRS at its discretion, will provide any customization or modification.
- You agree that this Agreement and the Services of BFRS form a part of subject to any modification or be removed by BFRS with change in government regulations, policies and local laws as applicable.
- FEES AND PAYMENT
- Subject to the provisions of this Agreement, the User will pay BFRS the fees and other amounts set forth in this Agreement, or as otherwise agreed by the Parties.
- BFRS may add new services for additional fees and charges or may proactively amend fees and charges for existing services, at any time in its sole discretion. Fees stated prior to the services being provided, as amended at BFRS’s sole discretion from time to time, shall apply.
- If you purchase any subscription based paid service, you authorize BFRS to charge you applicable fees at the beginning of every subscription period or at such intervals as applicable to the said service, and you authorize BFRS make such modification to the fee structure as required and also agree to abide by such modified fee structure.
- You agree that the billing credentials provided by you for any purchases from BFRS will be accurate and you shall not use billing credentials that are not lawfully owned by you.
- The User agrees to pay all subscription fees, service fees and other fees applicable to User’s use of Services or any other services which are beyond the scope of the Services and/or this Agreement, and the User shall not (directly or indirectly) circumvent the fee structure.
- The User is solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting under applicable law. BFRS is in no way responsible for any of the User’s taxes or legal or statutory compliances.
- Unless otherwise specified, all fees shall be exclusive of taxes, and Goods and Service tax and other statutory taxes, as applicable, shall be levied on every purchase/Service.
- The payment process would be considered to be complete only on receipt of full fees and all other charges (as payable) into BFRS’s designated bank account.
- If applicable, BFRS shall raise an invoice for the Services and the freight amount (if payable) twice in a calendar month (preferably in mid of the month and end of the month). The invoice shall be available on the billing / payments section of the User’s dashboard on BFRS platform.
- The User shall be required to clear the invoice within 7 (seven) days from the date of the invoice. Terms of payment for the pre-paid accounts have been specified in Clause 4 of Annexure-A.
- If the User fails to pay the full invoice amount in accordance with the time period mentioned above or any other amounts/charges payable under this Agreement by the due date, then BFRS will have the right to: (i) levy an interest of 18% per annum from the due date of payment, till such time that the User makes entire payment towards the invoice, and/or (ii) stop the services of the User till the time payment is cleared. Without being prejudice to the above, the User hereby agrees that it shall become liable to pay the charges as soon as the User avails or activates the services, and that BFRS shall have a right to recover such charges from the User as per the various modes agreed under this Agreement.
- BFRS reserves the right to modify the fee structure by providing a notice, either on your dashboard or through email to the authorized User, which shall be considered as valid and agreed communication. Upon the User not communicating any negative response/objection to BFRS to such notice, BFRS shall apply the modified Fee structure.
- BFRS shall not be responsible or liable in any manner to the Users for any losses, damage, injuries or expenses incurred by the Users as a result of any action taken by BFRS, where the User has consented for the same.
- BFRS does not provide or make any representation, warranty or guaranty, express or implied about the Services. BFRS does not verify any content or information provided by Users and to the fullest extent permitted by law disclaims all liability arising out of the User’s use or reliance upon the Services.
- Not Used
- Notwithstanding anything contrary provided in this Agreement, in no event, including but not limited to negligence, shall BFRS, or any of its directors, officers, employees, agents or content or service providers (collectively, the “Protected Entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials and functions related thereto, User’s provision of information via the Services, lost business or lost sales, even if such Protected Entity has been advised of the possibility of such damages. In no event shall the total aggregate liability of the Protected Entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions of this Agreement or a User’s use of the Services shall exceed the amount as specified in Clause 8 of Annexure- A.
- In no event shall the Protected Entities be liable for failure on the part of the Users to provide agreed Services. In no event shall the Protected Entities be liable for any activity in relation to the Services provided to a User.
- The Protected Entities shall not be liable for any act or omission of any other person/ entity furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in the Services, or for any unauthorized interception of your communications or other breaches of privacy attributable in part to the acts or omissions of the User or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of the User provided systems, equipment, facilities or services that are interconnected with the Service.
- GENERAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
- it has all necessary rights, powers and authority to enter into and perform this Agreement; and
- the entrance and performance of this Agreement by it shall not violate any applicable law and shall not breach any agreement, covenant, court order, judgment or decree to which such Party or by which it is bound.
- BFRS will notify the User promptly of any such claim, loss, liability, or demand, and in addition to the User foregoing obligations, the User agrees to provide BFRS with all reasonable assistance, at the User’s expense, in defending any such claim, loss, liability, damage, or cost.
- COMPLIANCE WITH LAWS
Each Party shall at all times and at its/his/her own expense: (a) strictly comply with all applicable laws (including state, central and custom/international laws/statutes), now or hereafter in effect, relating to its/his/her performance of this Agreement; (b) pay all fees and other charges required by such applicable law; and (c) maintain in full force and effect all licenses, permits, authorizations, registrations and qualification from any authority to the extent necessary to perform its obligations hereunder.
- USE OF CONFIDENTIAL INFORMATION
- Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
- The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
- The Receiving Party shall:
- use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized to do so by the Disclosing Party;
- use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
- not, without the prior consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
- not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
- promptly, upon termination or expiration of this Agreement, to the extent possible, return and confirm the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm the destruction of the Confidential Information (this sub-clause being applicable only on the User).
- Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
- INTELLECTUAL PROPERTY RIGHTS
- The User acknowledges that the Intellectual Property rights in all the materials that have been developed by BFRS and provided to the User, shall vest with BFRS.
- The User hereby agrees and acknowledges that the Intellectual Property rights in all the material created and developed by the User, including any material created and developed by the User for the performance of Services under the terms of this Agreement, shall vest with BFRS.
- All the Intellectual Property already developed and/or owned by each Party shall continue to vest with the concerned Party.
- The Parties recognize that all third-party Intellectual Property rights are the exclusive property of their respective owners.
The User agrees and undertakes that, during the term of this Agreement, and for a period of 36 (thirty-six) months thereafter, it shall not directly or indirectly attempt in any manner to solicit, any client/customer, or to persuade any person, firm or entity which is a client/customer/supplier/vendor/partner of BFRS, to cease doing business or to reduce the amount of business which any such client/customer/supplier/vendor/partner has customarily done or might propose doing with BFRS.
- TERM AND TERMINATION
- This Agreement shall come into force on and from the date from which the User started procuring Services in any form or capacity, and shall remain in existence while the User is a user of any of the Services in any form or capacity, until terminated by either Party in accordance with the provisions of this Agreement.
- The User can request for termination of the Agreement at any time with a 30 (thirty) day prior written notice subject to the provisions in the annexure for the Services undertaken. During this notice period, BFRS will investigate and ascertain the fulfilment of any ongoing Services and pending dues related to fees or any other amount payable by the User. The User shall be obligated to clear any dues with BFRS for any of its Services which the User has availed in accordance with this Agreement. BFRS shall not be liable to the User or any third party for any termination of User’s access to the Services.
- BFRS reserves the right to immediately terminate this Agreement in cases where:
- the User breaches any terms and conditions of this Agreement;
- BFRS deems fit for its own convenience, without providing any reason.
- Once temporarily suspended, indefinitely suspended or terminated, the User shall not continue to use the Services under the same account, a different account or re-register under a new account, unless explicitly permitted by BFRS.
- GOVERNING LAW AND DISPUTE RESOLUTION
- This Agreement shall be governed by the laws of USA and subject to the Clause below, the courts of Delaware State shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation, to the provisions of this Agreement.
The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision herein. In the event of the invalidity or unenforceability of any provision of this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.
- FORCE MAJEURE
- Neither Party shall be liable for any failure or delay in performance of any obligation, under this Agreement to the extent that such failure or delay is due to a Force Majeure Event. The Party having any such cause shall promptly notify the other Party about the nature of such cause and the expected delay.
- If, however, it is not feasible for a Party to prevent the occurrence of the Force Majeure Event as a result of which that Party is prevented from performing its obligation for more than 30 (thirty) days due to such Force Majeure Event (“Aggrieved Party”), the other Party may decide to release the Aggrieved Party from performing its obligation hereunder or may modify the relevant provisions of this Agreement affected by the Force Majeure Event so long as the Force Majeure Event continues, in order to enable the Aggrieved Party to perform its other obligations hereunder as so modified. However, in the event, Force Majeure Event continues for a period of more than 60 (sixty) days, the Aggrieved Party may terminate this Agreement with a notice to the other Party.
- ENTIRE AGREEMENT, ASSIGNMENT AND SURVIVAL
- This Agreement and the rights and obligations herein shall not be assigned by the User, without the consent of BFRS.
- The provisions which are by their nature, intended to survive the termination of this Agreement, shall survive the termination of this Agreement.
- NO PARTNERSHIP OR AGENCY
Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to constitute a partnership between the Parties hereto, nor, except as may be expressly provided herein, constitute any Party as the agent of another Party for any purpose, or entitle any Party to commit or bind another Party in any manner.
- WAIVERS AND REMEDIES
No failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under the general laws of USA.
- SPECIFIC PERFORMANCE
The Parties shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.
- INDIRECT AND CONSEQUENTIAL LOSSES
Save as expressly provided otherwise in this Agreement, neither Party shall be liable under or in connection with this Agreement for any loss of income, loss of profits or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
- CONTACT INFORMATION
- If any User has any question, issue, complaint regarding any of our Services, please contact our customer service at [email protected].
- The User hereby agrees and provides his consent to receive communications, correspondences, updates, notifications, etc. from BFRS through email, SMS, Whats-app and any other mode as agreed by the Parties from time to time. The Parties agree that the said communications, correspondences, updates, notifications, etc. will be legally binding on them.
- Notwithstanding anything provided contrary in this Agreement, the User hereby: (i) agrees that the User has voluntarily submitted the various KYC information and documents (including but not limited to Aadhaar card/OTP, PAN card, voter id, passport, driving license, GST certificate, income tax returns, entity details, etc.) and requisite information as required by BFRS from time to time; (ii) provides his consent for verification of the information and documents submitted to BFRS in order to establish its genuineness in the manner permitted by applicable laws; and (iii) provides his consent and further authorizes BFRS to share his relevant details and documents (including but not limited to business/registered name(s), phone number(s), address(es), email-id(s), PAN card, bank account details, KYC documents, etc.) with the concerned entity for processing of insurance claims and with the concerned judicial authority, court, police, complainant, etc. (as the case may be) in the event of a complaint been filed against the User or dispute been raised in relation to the shipment(s) made by the User.
- DEFINITIONS AND INTERPRETATION
- Definitions: In this Agreement, including in the recitals hereof, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires:
“Confidential Information” means, with respect to each Party, any information or trade secrets, schedules, business plans including, without limitation, commercial information, financial projections, client information, administrative and/or organizational matters of a confidential/secret nature in whatever form which is acquired by, or disclosed to, the other Party pursuant to this Agreement, and includes any tangible or intangible non-public information that is marked or otherwise designated as ‘confidential’, ‘proprietary’, ‘restricted’, or with a similar designation by the disclosing Party at the time of its disclosure to the other Party, or is otherwise reasonably understood to be confidential by the circumstances surrounding its disclosure, but excludes information which: (i) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed pursuant to applicable law or regulation, and (ii) which at the time it is so acquired or disclosed, is already in the public domain or becomes so other than by reason of any breach or non-performance by the other Party of any of the provisions of this Agreement;
“Force Majeure Event” includes act of God, war, civil disturbance, strike, lockout, act of terrorism, flood, fire, explosion, epidemic/pandemic or legislation or restriction by any government or other authority, or any other similar circumstance beyond the control of any Party, which has the effect of wholly or partially suspending the obligations hereunder of the Party concerned; and
“Intellectual Property” means any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, domain name, industrial design, any registrations and pending applications thereof, any other intellectual property right (including without limitation any know-how, trade secret, trade right, formula, computer program, software, database and data right) and any goodwill associated with the business.
- Interpretation: Unless the context of this Agreement otherwise requires:
- heading and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;
- other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement;
- references to this Agreement shall be deemed to include any amendments or modifications to this Agreement, as the case may be;
- the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;
- references to a particular section, clause, paragraph, sub-paragraph or schedule, exhibit or annexure shall be a reference to that section, clause, paragraph, sub- paragraph or schedule, exhibit or annexure in or to this Agreement;
- reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
- a provision of this Agreement must not be interpreted against any Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision, and the doctrine of contra proferentem does not apply vis-à-vis this Agreement;
- references in the singular shall include references in the plural and vice versa; and
- references to the word “include” shall be construed without limitation.
- MISUSE OF THE SERVICES
ANNEXURE – 1 Services
The Service Provider shall provide the following services to the Mechant:
- A full-fledged marketing automation service across different communication channels like Web push, app push, onsite push, email, SMS and FB Messenger.
- Tracking User behavior on the Mechant’s website, capturing events, and mapping customers via the Service Provider’s smart pixels and API calls.
- Set up of automations and triggers of campaigns.
- Analytics and Insights on Campaign Delivery and Performance with key parameters like opt-in rate, Open Rate, CTR.
- Services of a account manager to strategize and analyze platform performances.
- Segmentations based on User behavior and User Analysis.
- Training to be provided to the delegated team of the Mechant at the start of the agreement. Refresher training to be provided on a quarterly basis, if required by the Mechant.
- Communication channel cost as communicated over the email.
- GST/any other taxes if applicable on Wigzo Marketing Automation (Email, SMS, WhatsApp charges).
- The Merchant hereby give consent to BFRS to collect/share/store the copies of the KYC Documents (including the information contained in such documents) as submitted by them, with third party acting on behalf of BFRS for completing KYC verification as required under applicable laws and update your records wherever required including but not limited to verify the data/information/documents provided by the Merchant and for any other purpose as consented by the Merchant.
- In case the documents/information/data provided by the Merchant does not comply with the BFRS policy and/or relevant guidelines due to any reason whatsoever, the Merchant’s request for using Shiprocket Wigzo Services may be rejected.
ANNEXURE – 2 Service Fees
In consideration of the Services to be provided by the Service Provider in this Agreement, the Mechant shall pay to the Service Provider Monthly Platform fees as agreed between the parties and provided over the mail.
**Pricing of Wigzo marketing suite (Platform fee/ Sms/ email/WhatsApp Session/ template messages etc.) may change as per market condition and/or Mechant/govt policies.