INDIGO

Dealer Service Agreement

SCOPE OF WORK

  • The Dealer hereby agrees to avail the services of CarIndigo by authorizing CarIndigo to list the Dealer’s inventory on the website of CarIndigo in order to generate leads. CarIndigo may, from time to time, display advertisements, content, links, lead forms to gather contact information (Leads) and other Creative on its network of proprietary and third party affiliate websites in accordance with the terms of these Terms and Cindtions and the accompanying Insertion Order (Collectively referred to as the ‘Agreement’).
  • The Dealer shall comply with the instructions, quality parameters, time schedule and specifications, if any, provided by CarIndigo from time to time, relating to performance of the said Services.
  • The dealer acknowledges and agrees that this Agreement does not constitute an exclusive agreement between CarIndigo and the Dealer, and there is no obligation on either party to render services exclusively from or to the other party and that either party shall be at liberty to provide or purchase such services from any other third party as it may deem fit without any prejudice to the rights and obligations under this Agreement.

DELIVERABLES BY THE DEALER

  • The deliverable by CarIndigo as stipulated hereinabove is subject to the fulfillment of following condition by the Dealer:
    1. Upon delivery of a lead/contact information by CarIndigo to the dealer, the first call by the Dealer has to be made within 24 hours of receiving the responses, the second call should be in 48 hours and the third call should be in 96 hours of getting the responses from CarIndigo.
    2. CarIndigo will seek data to update the information of the inventory of the Dealer on the portal of CarIndigo in order to develop the marketing content, which shall be not be misleading and/or inaccurate.
    3. Regular feedback (ideally within 4 working days) of the responses shall be given for the optimization of the campaign. Any negative feedback provided after 4 working days from the date of delivery of response will not be considered authentic.
    4. The dealer shall give approval of promotional creatives and content provided by the Dealer within 24 hours from its receipt by CarIndigo.
    5. The dealer shall within 3 (three) days of confirmation of sale inform CarIndigo of such sale. For the purpose of this Agreement, confirmation of shall mean receipt of sale consideration from the lead by the dealer or receipt of first instalment of such sale consideration, whichever is earlier.

TERM

  • The agreement is effective as of the date of the execution of the Insertion Order and shall be in force for such duration as provided in the Insertion Order, unless terminated by either party in accordance with clause 5 hereinbelow.

SERVICE FEES

  • In consideration of the Services to be provided by CarIndigo,CarIndigo shall be entitled to the fee and charges as stipulated in the Insertion Order. The payment of fees and charges shall be subject to applicable taxes. The Service Fees shall not be subject to change during the Term of this Agreement unless expressly provided for in this Agreement.
  • The Service Fees shall be exclusive of any indirect taxes as per applicable law.
  • Upon receipt of information of confirmation of sale from the Dealer, CarIndigo shall raise an invoice upon the Dealer for the service fee as agreed hereinabove. The dealer shall make payment to CarIndigo within fifteen (15) days [payment term] from the date of receipt of invoice from CarIndigo. In the event of any dispute between CarIndigo and dealer with respect to invoiced Services, the dispute shall be raised within 3(three) days from receipt of the invoice, whereafter such invoice shall be deemed to be correct and valid.
  • The dealer shall be solely responsible for and pay all taxes, levies, duties, assessments and deductions of every nature required by law in connection with the provision of Services under this Agreement and hereby indemnifies, defends and holds harmless CarIndigo, its directors, officers, employees, representatives and agents from any and all liabilities that may become due on account of any alleged non-payment of any or all of such taxes, levies, duties, assessments or deductions including among other things any penalties and interest thereon assessed by any state or local government authority againstCarIndigo and all costs and expenses including attorney’s fees included in defense of any such assessment.

TERMINATION

  • This MoU can be terminated on mutual consent of both the parties without assigning any reason, by giving 30 days advance written notice to the other party.
  • This MoU can be terminated with immediate effect by CarIndigo if:
    1. An undisputed invoice remains due and payable for more than 45 (forty-five) days from the date of receipt by the Dealer; and/or
    2. The Dealer fails to fulfil any of the conditions stipulated in clause 2 hereinabove for 3 or more leads provided byCarIndigo.
  • Except as expressly set forth herein, termination or expiration of this Agreement shall not serve to terminate or cancel any of the respective and prospective rights and obligations of the Parties which arose hereunder during the term of this Agreement and which by these terms must remain valid and enforceable to give effect to their meaning, including, without limitation, any intellectual property, warranty, indemnification, confidentiality, liability and loyalty provisions hereof.

CONFIDENTIAL INFORMATION

  • For the purposes of this Agreement, Dealer agrees that Confidential Information shall mean and include all tangible and intangible information obtained, developed or disclosed or accessed including all documents, software, applications, papers, statements, programs, plans and other information provided to Dealer by CarIndigo (hereinafter collectively referred to as “Confidential Information”) shall be and remain the sole property of CarIndigo and shall be strictly private and of confidential nature and shall be treated as confidential by Dealer.
  • Without limiting the generality of the foregoing, Dealer hereby agrees and undertakes that it will covenant with all employees, servants, agents and contractors not to do anything which will cause CarIndigo or any of its Affiliates to violate the terms of Agreement.
  • During the term of this Agreement or thereafter, Dealer shall not in any way make use of any such Confidential Information to the disadvantage of CarIndigo or divulge any such Confidential Information to anyone other than CarIndigo or persons designated by CarIndigo unless or until such Confidential Information has been publicly released by CarIndigo or becomes generally known to the public from other sources.
  • Dealer shall treat Confidential Information with at least same degree of care as it treats its own Confidential Information but in no event with less than a reasonable degree of care; shall prevent disclosure of Confidential Information to unauthorized parties and shall maintain adequate security measures to safeguard the information from unauthorized disclosure or use.
  • All Confidential Information, documents and things submitted including without limitation, financial statements shall belong to CarIndigo absolutely and Dealer shall, while the same is in possession of the Dealer, hold the same in trust for CarIndigoand shall be returned forthwith by Dealer to CarIndigo on the earlier of (i) completion of Services, (ii) expiry or termination of this Agreement and (iii) on demand fromCarIndigo.
  • If Dealer is directed by court order or other legal, quasi-legal or regulatory agency’s request or similar process to disclose any Confidential Information, Dealer shall promptly notifyCarIndigo in writing to enable CarIndigo to apply for an appropriate protective order.
  • The provisions of this clause shall survive the termination and expiry of this Agreement.
  • The provisions of this clause shall be applicable to all confidential information shared by Dealer to CarIndigo in accordance to the mutual confidentiality agreement signed between the Parties.

RELATIONSHIP

  • This Agreement is on principal to principal basis and nothing herein contained shall be deemed to create any employment, partnership, joint venture between CarIndigo and Dealer or their representatives and employees and nothing herein shall be deemed to confer on any Party any authority to incur any obligation or liability on behalf of the other Party.
  • Upon CarIndigo’s request at any time and without limiting its obligations hereunder, Dealer shall provide documentation and certification evidencing its compliance with all applicable laws regarding its employees and payment of taxes and benefits with respect to the same.

INTELLECTUAL PROPERTY RIGHTS

  • All Intellectual Property developed or created by the CarIndigoor its Personnel in connection with the provision of the Services (Deliverables) shall vest in CarIndigo unconditionally and immediately upon its creation. The Dealer hereby transfers and shall be deemed to have assigned in favour of CarIndigo, all rights, title and interest in and to all the Intellectual Property in the Deliverables in perpetuity for no further consideration. The Dealer agrees that such assignment shall be absolute, perpetual, worldwide and royalty free. CarIndigo shall remain the sole owner of its intellectual property rights. There is no transfer of the intellectual property rights under this Agreement. Dealer shall comply with all reasonable requests ofCarIndigo with respect to usage of its content/creatives. Such granted uses of Dealer’s content (if applicable) shall not be deemed as CarIndigo obtaining any of the ownership of Dealer’s Content. CarIndigo is not allowed to use any creative for the campaign/Content other than provided and/or approved by the Dealer.
  • The provisions of this clause shall survive the termination and expiry of this Agreement.

INDEMNITY

  • Dealer hereby agrees to protect, defend, indemnify and hold harmless CarIndigo, its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including legal costs and disbursements) arising from or relating to:
    1. any breach of any statute, regulation, direction, orders or standards from any governmental body or regulation applicable to Dealer; including applicable labour laws and environmental laws.
    2. claims, demands, fines, penalties and other sanctions imposed by a court, tribunal or other governmental authority for non-compliance with any laws;
    3. any breach of the terms and conditions in this Agreement by Dealer;
    4. any claim of any infringement of any intellectual property right or any other right of any third party or of law;
    5. on account of any improper disclosure of Confidential Information or of an alleged breach of confidentiality and security of data occurring as a result of acts, omissions or commission of Dealer’s personnel
    6. on account of any negligence, misrepresentation, misconduct or fraud
    7. third party claims arising out of or in connection with the performance of the Services and/or arising out of inaccurate or misleading information provided by the Dealer toCarIndigo for development of creative and marketing content
    8. any claim or action by or on behalf of any personnel based on his or her employment with Dealer, including claims arising under occupational health and safety, workmen’s compensation, provident fund or other laws
    9. any claims, penalties, fines, duties imposed upon theCarIndigo from any Statutory Authorities, Regulators due to negligence by the Dealer in performance of its duties and obligations under this Agreement
  • The provisions of this clause shall survive the termination and expiry of this Agreement.

LIMITATION OF LIABILITY

  • In no event shall CarIndigo be liable to the Dealer for special, incidental, indirect or consequential damages, damages from loss of use, data, profits or business opportunities whether in contract or tort, even if CarIndigo has been advised in advance of the possibility of such loss, cost of damages, arising out of or in connection with this Agreement.
  • In no event shall CarIndigo or any of its directors, officers, employees, representatives or agents shall be liable for any liability whatsoever for any losses or expenses of any nature suffered by the Dealer arising directly or indirectly from any act or omission of the Dealer or its employees, agents or representatives hereunder.
  • Notwithstanding anything to the contrary, the aggregate liability of CarIndigo to the Dealer from any cause whatsoever under this Agreement or otherwise shall not in any event exceed the service fee received by CarIndigo at the time such liability arises.
  • The provisions of this clause shall survive the termination and expiry of this Agreement.

NON-COMPETE AND NON-SOLICITATION

  • The Dealer covenants and agrees that during the term of the Agreement and for a period of two (2) years thereafter, it shall not carry on or engage in, directly or indirectly, in any capacity, whether through partnership or as a shareholder, joint venture partner, collaborator, consultant or agent or in any other manner whatsoever, whether for profit or otherwise any business which competes with the whole or any part of the business of CarIndigo
  • The Dealer covenants and agrees that during the term of the Agreement and for a period of two (2) years thereafter, it shall not:
    1. directly or indirectly employ or attempt to employ or assist anyone else to employ any person who is in the employment of the CarIndigo, or was in the employment of CarIndigo at any time during the preceding Twelve (12) months; or
    2. directly or indirectly solicit any customers, prospective customers or vendors of CarIndigo

VERIFICATION

  • Dealer agrees that CarIndigo shall have the right to verify Dealer’s credentials at any point of time in order to ascertain the genuineness of information provided by the Dealer.
  • CarIndigo shall have the right, without prejudice to its other rights or remedies, to immediately suspend the services forthwith, if the Dealer is in breach of the above clause.

MISCELLANEOUS

  • Neither Party shall be liable by reason of failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by acts of God, strikes, lockouts, war, government orders and restrictions or any other cause beyond its control and without its fault or negligence (“Force Majeure”).
  • The captions and headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.
  • In the event any term of this Agreement is found to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable.
  • Failure by CarIndigo or Dealer to enforce any of the terms of this Agreement shall not be construed as a waiver of any of CarIndigo’s or Dealer’s right hereunder.
  • All remedies of either Party under this Agreement whether provided herein or conferred by statute, civil law, common law, custom or trade usages, are cumulative and not alternative and may be enforced successively or concurrently.
  • Each Party shall bear its own costs in connection with its obligations under this Agreement, including cost of connectivity, technical fees, additional software and hardware required for the Services to be enabled. Further, all charges and expenses including stamp duty or otherwise of and in relation to these presents shall be borne and paid by respective Parties. Each Party shall bear and pay their own Advocates’ Fees.
  • Each Party acknowledges that the other Party is subject to regulation by the Regulators in the territory in which they respectively operate. Each Party needs to be able to comply with the requirements of its regulators and all legal requirements of the country in which it operates. Each Party agrees that it will give the other Party all assistance that it reasonably requires to comply with these requirements. The Dealer further agrees that it will co-operate with any regulator in connection with the provision and any other aspect of the Services.
  • Each Party will act in good faith in the performance of its respective responsibilities under this Agreement and will not unreasonably delay, condition or withhold the giving of any consent, decision or approval that is either requested or reasonably required by the other Party in order to perform its responsibilities.

SURVIVAL

  • Section 6, 8, 9, 10, 11 and 13 of this Agreement shall survive the expiration or termination of this Agreement.