AGREEMENT FOR ONLINE PORTAL SERVICES

 

THIS ONLINE PORTAL SERVICES AGREEMENT (“Agreement”) is made and executed on the “Execution Date” and commencing on the “Effective Date” by and between

 

A V CARGO MIGRATORS LLP a Limited Liabily Partnership incorporated under the Limited Liability Partnership Act, 2008, with its registered office at 36/1, Amman Nagar, Saravanampatti, Coimbatore, Coimbatore South, Tamil Nadu, India, 641035 which expression shall mean and include its successors and assigns of the FIRST PARTY and hereinafter referred as “SERVICE PROVIDER  or by its trade name “FERRY ON ROAD” in this Agreement.

AND

 

[Name of the Individual/Entity], an independent commercial vehicle/truck operator and/or driver, holding PAN no:                /Aadhar no.            and driving licence no.               residing at address at [Address] which expression shall mean and include its successors and assigns of the SECOND PARTY and hereinafter referred as “Operator” in this Agreement.

 

WHEREAS

 

a.       Operator is engaged in the business of providing on-demand logistics services, including the transportation of goods for its customers from one place to another under the brand name of FERRY ON ROAD and having access through the website www.ferryonroad.com

b.      Operator avails services of drivers/ Operator in the course of its regular business.

c.       Operator operates Front offices through its Franchise holders, and the list of Franchise holders is displayed on the website.

d.      Operator is an individual/entity who is an independent commercial Vehicle/Trucks operator and /or driver, who agrees to provide services of renting/ hiring of motor vehicle/Truck, with operator to the Service Provider, and has agreed to make himself/herself/itself available for the services of FERRY ON ROAD for the purposes as stated herein based on the terms and conditions attached with this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

 

1.      Definitions

 Unless defined or the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

 

1.1.   “Agreement” shall mean the Services Agreement executed between FERRY ON ROAD and the OPERATOR pursuant to which, the Operator has agreed to provide Vendor Services to FERRY ON ROAD

 

1.2.   “Acceptance” means Operator affirmative action of, (i) clicking on the box against the words “I Accept / Agree” or (ii) by “logging-in” / “signing-in” on the application of FERRY ON ROAD, provided at the end of this Agreement (including its annexure and the General Terms and Conditions), by which action, Operator unequivocally accept and agree to the Agreement and any modifications thereof;

 

1.3.   “Affiliates/Franchise ” means any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with the FERRY ON ROAD and includes the entities to whom the franchise rights of FERRY ON ROAD is given by way of franchise agreement either currently or during subsistence          of this Agreement.

 

1.4.   “Franchisee” means an individual or entity that has been granted the right by the Service Provider to operate a FERRY ON ROAD front office services under the Provider’s trademark and business model in accordance with the terms of the Franchise Agreement entered between the FERRY ON ROAD and the Franchise Holder.

 

1.5.   “Franchise Agreement” means the separate agreement between the FERRY ON ROAD and the Franchise Holder that outlines the terms and conditions under which the Franchise Holder is granted the rights to operate under the Provider’s trademark and business model.

 

1.6.   “Applicable Law” shall mean and include any law, statute, ordinance, rule, regulation, guideline, policy, notification, circular or other pronouncement or any similar form of decision of, or determination by or any interpretation, administration and other pronouncements having the effect of law of the Republic of India or any other applicable jurisdiction by State, Municipality, Court, Tribunal, Government, Ministry, Government-Department, Commission, Arbitrator or board having the effect of law in India, as in effect or which may come in effect on a future date;

 

1.7.   “Business Day” means a day (other than national gazette holidays, and bank holidays in the territory / location / place of execution of this Agreement) on which nationalized banks are generally open in India for the conduct of banking business and comprising of normal working hours, it is however clarified that a working day for FERRY ON ROAD at any Location, shall always be a Business Day for the Operator for the Location in which the Operator is providing  the FERRY ON ROAD Services;

 

1.8.   “Driver Information” shall mean and include any personal data collected from the Driver including know your client documents with Driver’s bank, copies of valid Government issued Vehicle registration certificate, Vehicle insurance copy, driving license, identity proof, residence proof, location data, proof of ownership, credit bureau score, registration(s) and compliance under welfare legislations for Driver and any other information that FERRY ON ROAD  may deem fit;

 

1.9.   The term "FERRY ON ROAD SERVICES" encompasses the service provided by the OPERATOR to enable the transportation of vehicles and operators for FERRY ON ROAD's logistics and transportation services. These services are in response to customer orders placed through the FERRY ON ROAD application.

1.10.                    “Fees” means the consideration payable by FERRY ON ROAD  to the Operator/ Driver for providing the FERRY ON ROAD Services as described in clause no.             of this Agreement;

 

1.11.                    “Governmental Authority” means any governmental agency, semi-governmental or judicial entity or authority, department of law and order including the Police personnel of any rank (including, without limitation, any stock exchange or any self-regulatory organisation established under statute);

1.12.                    “Intellectual Property Rights” shall mean and include the copyright (whether registered or not), patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs (both industrial and Operator), geographical indicators, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, reproducing rights, domain names, internet address, graphics, artwork, links, information, logos, software, configuration, marketing and distribution material and any other intellectual property right in the website of FERRY ON ROAD  and / or its application, which are used by and / or owned by FERRY ON ROAD ;

 

1.13.                    “Tax” means all forms of present and future taxes (including but not limited to direct and indirect Taxes), deductions, withholdings, duties, imposts, levies, cesses, fees, charges, social security contributions and rates imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority in India or elsewhere and any interest, additional taxation, penalty, surcharge, cess or fine in connection therewith and “Taxes” shall be construed accordingly;

1.14.                    “Termination Date” shall mean the date on which this Agreement shall stand terminated by FERRY ON ROAD;

1.15.                    “Person” means any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, Governmental Authority or any agency or political subdivision thereof or any other entity that may be treated as a person under the Applicable Law;

1.16.                    “Vehicle” shall mean the vehicles used by the Operator/ Driver and includes the ones plying on non- renewable resources as well as renewable resources but not limited to electric vehicles, which will be used for performing the FERRY ON ROAD Services;

1.17.                       Branding means the FERRY ON ROAD trademarks, trade names, logos, and other branding materials.

1.18.                    Confidential Information” means all information, whether written, electronic, or oral, disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.19.                    Digital Signature” means an electronic signature based on cryptographic methods, used to authenticate the identity of the sender of a message or the signer of a document, as recognized under the Information Technology Act, 2000.

1.20.                    Effective Date” means the date on which this Agreement becomes effective, as specified in the introductory section of this Agreement.

1.21.                    Initial Term” means the initial period during which this Agreement is in effect, as specified in the Term and Termination clause.

1.22.                    Renewal Term” means any additional period during which this Agreement is extended after the Initial Term, as specified in the Term and Termination clause.

1.23.                    “Services” means the services provided by the Operator through the FERRY ON ROAD online portal, as described in this Agreement.

1.24.                    “Term” means the period from the Effective Date to the termination of this Agreement, including the Initial Term and any Renewal Term.

1.25.                    “Electronic Signature” means a signature that consists of electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record, in compliance with the Information Technology Act, 2000.

1.26.                    “Parties” means the FERRY ON ROAD and the OPERATOR collectively, and “Party” means either of them.

1.27.                    “Consignment” means any goods or products that are to be delivered by the Operator as part of the Services.

1.28.                    “Customer Data” means any personal data or information related to customers that is collected, processed, or stored by the Vendor in the course of providing the Services.

 

2.      INTERPRETATION –

 

Unless the context of this Agreement otherwise provides or requires:

 

a) the recitals, annexures, terms and conditions, attachments, fees receipts, invoices and schedules shall constitute an integral and operative part of this Agreement;

b)a word or an expression, which denotes a natural person shall include an artificial person (and vice versa), any one gender shall include the other genders, the singular shall include the plural (and vice versa);

c) Heading and bold typeface in this Agreement are for convenience only and shall be ignored for the purposes of interpretation;

d)The use of the word “including” followed by a specific example(s) in these Agreement, shall not be construed as limiting the meaning of the general wording preceding it;

e) The rule of construction, if any, that any clause should be interpreted against the parties responsible for drafting and preparation thereof, shall not apply;

f) Reference to any clause, article, section or schedule shall mean a reference to a clause, article, section or schedule of these Agreement, unless specified otherwise;

g)Reference to any Applicable Law shall mean a reference to that law as amended, consolidated, supplemented or replaced.

h)all references to this agreements, documents or other instruments include all documents attached to this Agreement (subject to all relevant approvals) a reference to this agreement, document or instrument as amended, supplemented, substituted, novated or assigned from time to time;

i)  unless the context otherwise requires, the singular includes the plural and vice versa;

j)  the words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with reference to a specific Clause in, or Schedule to, this Agreement shall refer to such Clause in, or Schedule to, this Agreement, and when used otherwise than in connection with specific Clauses or Schedules, shall refer to the Agreement as a whole;

k)headings and the use of bold typeface shall be ignored in its construction;

l)  a reference to a Clause or Schedule is, unless indicated to the contrary, a reference to a clause or schedule to this Agreement;

m)    references to this Agreement shall be construed as references also to any separate or independent stipulation or agreement contained in it;

n)the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to; and

o)      words and abbreviations, which have, well known technical or trade/commercial meanings are used in the Agreement in accordance with such meanings.

 

3.      Scope of Services

3.1.   The Operator agrees to provide logistics services by renting/hiring motor vehicles/trucks, along with a qualified driver, for the transportation of goods as per the orders received through FERRY ON ROAD online booking system.

3.2.   This document is an electronic record as per the provisions of Information Technology Act, 2000 and rules framed thereunder, as applicable, and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000.

1.1.   This electronic record is generated by a computer system and does not require any physical or digital signatures.

1.2.   Operator Acceptance is a valid consent to be bound by this Agreement for using FERRY ON ROAD for the purpose of receiving and delivering the Vendor Services.

1.3.   Operator engagement with Operator provide Vendor Services to FERRY ON ROAD  is subject to Operator acceptance of the clauses, as specified in this Agreement.  Operator reserves the right to change, modify, add, or remove these clauses / terms and conditions, in part or in whole. It is Operator responsibility and duty to check the terms and conditions of FERRY ON ROAD periodically for the changes, if any. Operator continued use of FERRY ON ROAD  following the posting of changes will mean that Operator accept and agree to the changes, if any, made by the Operator for its services under the Brand Name FERRY ON ROAD .

1.4.   By accepting this Agreement, Operator further agree and consent to the collection, transfer, use, storage, disclosure and sharing of Operator information (personally identifiable or not), as per the applicable law(s). The data collected shall be utilised for improving Vendor Services to FERRY ON ROAD and in particular for the reason of internal record keeping, security and statutory disclosures, if any, as per the applicable law(s). Operator further agree to the Privacy Policy of FERRY ON ROAD as available on the website of FERRY ON ROAD  (www.FERRY ON ROAD .in).

 

1.5.   MODE OF OPERATION

1.5.1.      Customer logs into the app with the details of mobile number, name / Company name , Email ID, address, and GST if applicable.

1.5.2.      Once the first registration process is completed, the customer can plug in the source and destination addresses using Maps.

1.5.3. The trucks are selected based on the weight and dimensions of the cargo.

4 Wheeler - Up to 500 Kgs

4 Wheeler - Up to 1250 Kgs

3 Wheeler - Up to 300 Kgs

2 Wheeler - Up to 100 Kgs

 

1.6.   FERRY DRIVER:

1.6.1.      When the fleet owner logs into the Ferry driver app, they register the vehicle with the following documents: RC, Insurance, FC, Pollution Certificate, Driving License, and bank account details.The Ferry backend team will verify the documents and on boards the vehicle inside the system hereby allows to pick up the orders.

1.6.2.      The driver will have to recharge for Rs.250 /- in our app with Razor pay as a payment gateway.

1.6.3.      Once the trip is completed 12 % of the freight will be deducted from the Rs.250 minimum bal.

For Eg: If he gets a trip for Rs.500 – Rs.60 will be deducted.

The freight will be calculated based on the distance, fuel and the vehicle capacity that has been chosen.

If the Minimum balance reduces to -100 (Minus 100) the driver will be not be allowed to take up the next booking. He has to recharge the Wallet.

1.7.   FERRY FRANCHISE:

Ø  Each and every city that we operate will be divided between regions and will be assigned to franchise.

Ø  Franchise will be responsible for the vehicle onboarding & customer acquisition in his area.

Ø  The daily transactions will be reflecting in the app.

 

 

2.      The order gets confirmed and nearby available vehicle picks up the material and delivers to the respective location. The payment is made to the driver by the customer in digital UPI.

If the customer is GST registered, he enables the option and shares the number for GST for the invoice.

 

3.      Terms of SERVICE

3.1.   Operator shall not have more than one active online portal vendor registration for providing the services mentioned in this Agreement;

3.2.   Service Provider/ Driver Information shall be true and correct, and there will be no information that could impact Operator performance to render Vendor Services pursuant to this Agreement shall be hidden from FERRY ON ROAD at any point in time. In case of furnishing of inaccurate data, FERRY ON ROAD reserves the right to deregister and/or suspend/terminate and/or take appropriate legal proceedings against the Vendor without prior notice.;

3.3.   Operator acknowledge and agree that Operator may be subject to background and driving record verification by the service provider. This verification may be carried out directly by the Operator through other entities with whom FERRY ON ROAD has a franchise agreement, as and when required;

3.4.   Operator are not allowed to use any information about FERRY ON ROAD's customers, including but not limited to any confidential information that is provided by or available through FERRY ON ROAD, for any purpose other than fulfilling Operator obligations under or in connection with this Agreement.

3.5.   Operator must make sure to obtain and keep all valid documents related to the vehicle, such as comprehensive and valid insurance, throughout the duration of this agreement. Additionally, Operator must ensure that all documents regarding each shipment, such as invoices, descriptions of the goods, and any insurance obtained by the customer, are obtained by Operator during the term of this agreement.

3.6.   Operator must have a working smartphone with an active mobile number that can send and receive messages about order/trip details, including customer information, distance and time traveled, amount paid by the customer, and to communicate with FERRY ON ROAD and/or FERRY ON ROAD's verified agents.

3.7.   Operator are an important part of our standard vendor rating process, which is designed to be transparent and fair. It's crucial that we all adhere to the rating process to ensure the best vendor services. Any decisions or actions taken as a result will be made in the best interest of FERRY ON ROAD and our vendors.  Non-compliance with the rating process will result in an impact on the Vendor Services. FERRY ON ROAD will have sole discretion in making decisions or undertaking subsequent actions.

3.8.   During the provision of Vendor Services, it is expected that no unauthorized access, theft, or tampering with the Vehicle/Truck occurs. If any instance of theft or tampering is observed, it is required to be promptly reported to us. This includes providing detailed information regarding the incident and any relevant evidence available.

3.9.   2.9. It is important for Operator to have a good understanding of the major destinations and routes, both inside and outside of the specific location or territory where Operator will be offering the Vendor Services.

3.10.  Pricing, trip fare, incentives, and discounts provided to customers of FERRY ON ROAD will be determined solely and absolutely by FERRY ON ROAD.

3.11.  Please ensure that the device/phone is available for tracking and for smooth Vendor Services before pickup. Operator phone should not be busy for long, unavailable, or switched off. Failure to do so may lead to deductions in the amounts paid to Operator. These deductions would be decided at the sole and absolute discretion of FERRY ON ROAD and may extend up to the full amount of the payment due to Operator, including compensation paid to the customer, if any.;

 

3.12.  Operator are solely accountable for any and all claims or demands regarding the vehicle Operator own or have hired. FERRY ON ROAD may or may not verify the vehicle details Operator provide. In case of any ownership disputes, FERRY ON ROAD will not be liable. Operator must indemnify FERRY ON ROAD for any loss of brand value, goodwill, business, or any direct or indirect claims or legal issues resulting from Operator actions during the agreement.

 

3.13.                    The customer is primarily responsible for ensuring compliance with all statutory requirements for each consignment, including the procurement of Goods and Services Tax (GST) invoices and E-way bills. This means that the customer is responsible for making sure that all necessary tax invoices and E-way bills are obtained and provided for each shipment in accordance with the relevant laws and regulations.  Before picking up the consignment, it is Operator duty as the transporter to collect all the necessary documents from the customer for the transportation of the consignment. These documents may include but are not limited to the GST invoices, E-way bills, and any other relevant paperwork that may be required for the lawful transportation of the consignment.

 

 

3.14.  Operator shall be liable to intimate to FERRY ON ROAD, within 24 hours, with regard to any disputes arising out of the Vendor Services and obligations and / or any legal expenses [including but not limited to charges incurred for releasing of seized Vehicle(s), advocate’s fees and ancillary expenses] incurred by Operator while completing the trip, for no fault of Operatorrs. FERRY ON ROAD shall do all that is necessary to assist Operator to release the seized Vehicle(s) and safeguard Operator  interests upon being  intimated within the prescribed time period, as above, and upon internal investigation of the notified incident at FERRY ON ROAD ’s end. In case of failure on Operator  part to intimate FERRY ON ROAD within the specified time period, FERRY ON ROAD shall not be held liable and responsible for any costs, expenses and losses incurred by Operator in this behalf;

3.15.  The Operator shall bear full liability for any offenses and penalties related to the Vendor Services. Furthermore, the Operator   must completely indemnify FERRY ON ROAD for any damage, loss, theft, or misappropriation of consignment that occurs during the provision of the Operator Services due to the Operators actions.

4.      TERM AND TERMINATION –

4.1.   “Effective Date” shall mean the date on which the Operator accepted this Agreement and the General Terms and Conditions of FERRY ON ROAD  by clicking “accept” or “agree” or by “logging- in” / “signing-in” on the application of FERRY ON ROAD on which the Agreement shall become effective and executable.

4.2.   Initial Term: The initial term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year.

4.3.   Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term"), unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term.  After the Renewal Term, the parties must re-register and enter into a new agreement to continue the relationship.

4.4.   Termination for Convenience: Either party may terminate this Agreement for any reason by providing the other party with at least sixty (60) days' written notice of termination.

4.5.   Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party if:

a.      The other party commits a material breach of any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; or

    b. The other party becomes insolvent, files for bankruptcy, or has a receiver appointed for substantially

        all of its assets.

4.6.   Effect of Termination: Upon termination or expiration of this Agreement:

a.       Termination of this Agreement shall be without prejudice to the acquired rights and obligations of FERRY ON ROAD existing on the date of termination (including any right to take action in respect of the circumstances giving rise to termination) and shall not affect any other rights and remedies available to FERRY ON ROAD.

b.      All rights and obligations of the parties under this Agreement shall cease, except for those rights and obligations that expressly survive termination or expiration as described in clause a.

c.       The Operator shall fulfill any outstanding bookings, and the Operatorshall pay for all completed transactions up to the termination date which do not carry any disputes.

d.      Survival: The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to confidentiality, indemnification, and governing law, shall survive and continue in full force and effect.

4. Consideration and Payment Terms

4.1.        In acknowledgment of the Operator Services provided, the Operator shall receive fees as communicated by FERRY ON ROAD, subject to appropriate deduction or collection of applicable taxes.

4.2.        The fees for the services will be communicated to Operator by FERRY ON ROAD before accepting the consignment. These fees may vary due to factors such as changes in the route, delays, and other circumstances during the provision of the services.

4.3.        All payments that are required to be made to the Operator should be made using a crossed pay order cheque in favor of the Service Provider. Alternatively, payments can also be made through net banking, NEFT, RTGS, or any other method as determined and communicated by FERRY ON ROAD from time to time.

 

4.4.             The Operatormust fully cooperate with FERRY ON ROAD by promptly providing all relevant information related to the supply and must indemnify FERRY ON ROAD for any damages and costs incurred due to any fault of the Operatorin any tax proceedings initiated against FERRY ON ROAD."

 

4.5.        The Fees paid to the Operatorincludes all central, state, and other applicable Taxes and levies. Moreover, FERRY ON ROAD will deduct the relevant income tax from the payments made to the Service Provider.

 

4.6.        The Operator bears sole responsibility for remitting any due taxes, including any applicable taxes, relating to the provision of Operator to FERRY ON ROAD.

4.7.        In the event of cash bookings, Operator are responsible for collecting, on behalf of FERRY ON ROAD, the transportation fee from the customer. This fee should cover the transportation itself, as displayed on the FERRY ON ROAD application or as otherwise agreed upon at the time of accepting the booking, as well as any parking charges, additional night surcharge (if applicable), and any other fees or levies that are presently payable or may be imposed in the future by the relevant laws for the service provided..

4.8.        Upon crossing a toll post, the customer is responsible for covering the toll charges. As agreed between FERRY ON ROAD and the customer, the payment can be made in cash or by credit.

 

5.       Relationship of the Parties

 

5.1.   Independent Contractor Status: The relationship between the Operatorand the Operator is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employer-employee relationship between the parties.

5.2.   No Authority to Bind: The Operator shall have no authority to act as an agent of the Operatoror to enter into any contracts or agreements on behalf of the Service Provider. The Operator shall not make any representations or warranties on behalf of the Operatoror incur any obligations on behalf of the Provider.

5.3.   No Employment Relationship: The employees, agents, and subcontractors of the Operator (collectively, "Operator's Personnel") are not and shall not be deemed to be employees of the Provider. The Provider shall have no control over the manner and means by which the Operator and Operator's Personnel perform the Services, except as necessary to ensure compliance with this Agreement.

5.4.   Responsibility for Personnel: The Operator is solely responsible for all employment-related matters concerning Operator's Personnel, including but not limited to hiring, training, supervision, discipline, termination, compensation, benefits, insurance, and compliance with all applicable laws and regulations.

5.5.   No Claims Against FERRY ON ROAD: Operator's Personnel shall have no claim against the Provider for any employment-related benefits, including but not limited to wages, salaries, health insurance, retirement benefits, vacation pay, sick leave, or workers' compensation.

5.6.   Indemnification: The Operator agrees to indemnify, defend, and hold harmless the FERRY ON ROAD from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claims by Operator's Personnel against the Provider.

 

6.      Franchises Services

6.1.                    Scope of Services: The Franchisee shall operate a front office on behalf of the Service Provider, delivering customer-facing services that include, but are not limited to, handling customer inquiries, processing orders, managing customer accounts, providing product/service information, and handling customer complaints.

6.2.                  Compliance with Standards: The Franchisee agrees to comply with the Service Provider established standards, policies, and procedures for front office operations, ensuring a consistent and high-quality customer experience.

6.3.                  Training and Support:  The Service Provider shall provide initial training to the Franchisee and its staff on the systems, processes, and customer service standards required for front office operations.

6.4.                   Ongoing Support: The Service Provider shall offer ongoing support, including periodic training updates, access to a support hotline, and regular performance reviews to ensure continuous improvement in front office services.

 

 

7.      Reasonable Prudent Operator Guarantee

 

7.1.   Standard of Care: The Operator agrees to perform all services under this Agreement with the level of skill, care, and diligence that a reasonable prudent operator in the same industry would exercise under similar circumstances. The Operator shall use its best efforts to ensure that all services are performed efficiently, safely, and in compliance with all applicable laws, regulations, and industry standards.  The Operator shall ensure that any person appointed/ by the Operator while performing under this Agreement shall provide the Vendor Services to  the best of his/her ability and in accordance with the standards of an reasonable prudent operator.

 

7.2.   Quality of Service: The Operator guarantees that the services provided under this Agreement shall meet or exceed the quality standards expected of a reasonable, prudent operator. This includes, but is not limited to, ensuring that all consignments are handled with care and delivered in a timely manner.

 

7.3.   Compliance with Instructions: The Operator shall comply with all instructions provided by the Operatorregarding the handling, transportation, and delivery of consignments. The Operator shall promptly notify the Operatorof any circumstances that may prevent the Operator from complying with such instructions.

 

7.4.   Continuous Improvement: The Operator shall continuously seek to improve the quality of the services provided and to adopt best practices within the industry. The Operator shall stay informed of any changes in laws, regulations, and industry standards that may affect the performance of the services under this Agreement.

7.5.   Specifically, the Operator shall ensure that the services are provided in compliance with the Motor Vehicles Act, 1988, Motor Transport Workers Act, 1961 or any Rules made thereunder, Carriage by Road Act 2007 and Carriage by Road Rule 2011 and in strict compliance with the provisions of any Applicable Laws along with this Agreement;

7.6.   The Operater agrees to provide the Services in a manner so as to advance the business interests and goodwill of FERRY ON ROAD.  The Operatorshall not directly or indirectly engage in any conduct averse to the best interests of FERRY ON ROAD . The Operatorshall not, and shall ensure that its drivers and other employees do not disparage or make any negative comments (either oral or in writing) about, FERRY ON ROAD  or any of its officers, employees, directors or other representatives;

7.7.   The Operatoris fully liable for all cases initiated through the Vehicle during the engagement hours while providing the services.

7.8.   Any breach of Clause 6 of this Agreement by the Operator The Operator must maintain the appropriate and current level of training, expertise, and experience to provide the Services in a professional manner with due skill, care, and diligence, while adhering to high standards of professionalism, service, and courtesy.

7.9.   The Operator must obtain all necessary licenses, permits, approvals, and authorities to provide Services agreed under this Agreement for using the Vehicle. Additionally, any statutory compliance required for the operation of such Vehicle in the location or territory where Operator are provided must be obtained by the Operator at the Operator's own cost.

 

7.10.             Liability for Breach: If the Operator fails to meet the standard of care set forth in this clause, the Operator shall be liable for any resulting damages, including but not limited to, loss, damage, or delay of consignments. Further, FERRY ON ROAD entitles to terminate this Agreement, and FERRY ON ROAD is entitled to full indemnification from the Operator as per this Agreement. 

 

7.11.             The operator of FERRY ON ROAD expressly acknowledges and consents to the potential utilization of their photographs by FERRY ON ROAD for specific purposes. These purposes encompass featuring the Service Provider and their vehicle photographs in FERRY ON ROAD's internal communications, presentations, training materials, marketing, and advertising activities. This includes online advertising, social media, and offline advertising. Furthermore, the operator grants consent for FERRY ON ROAD to share their photographs with third parties for the aforementioned purposes. Additionally, the operator agrees to comply with FERRY ON ROAD's Privacy Policy, which is accessible on the company's official website at www.FERRYONROAD.in or through the following link: https://FERRYONROAD.in/privacy-policy.

 

 

8.      Branding and Advertising

 

Use of Branding:

7.1.  The Vehicles registered with FERRY ON ROAD  from time to time by the Operators for providing Vendor Services can be branded/advertised with the logo and content of FERRY ON ROAD  as per the terms  and conditions specified by FERRY ON ROAD  in this regard. The Operator shall ensure that such brand affixation is carried out only by the vendors identified by FERRY ON ROAD .

7.2. During the term of this agreement, the Operator and/or its driver(s) are prohibited from withdrawing from any branding or advertising program of FERRY ON ROAD or its customers and discontinuing branding or advertising on their Vehicle(s). Furthermore, the Operator and/or its driver(s) will be fully responsible for any obligations, liabilities, losses, actions, penalties, or consequences arising from their participation in branding/advertising activities or if they decide to opt out of FERRY ON ROAD's branding/advertising program.

7.3. The Operator and/or the driver(s) must strictly adhere to all applicable laws and regulations pertaining to branding and advertising on their vehicles as outlined by the state or central transport authority. It is their obligation to obtain approval for the "FERRY ON ROAD" branding from the relevant regional transport offices or state transport authority within the stipulated timeframe. They will bear full responsibility for any consequences resulting from non-compliance with these regulations, and "FERRY ON ROAD" will not accept any liability for such infractions.

7.4. Approval:Any advertising or promotional materials created by the Operator that use the Provider’s Branding must be submitted to the Provider for approval prior to use. The Provider reserves the right to approve or reject any such materials at its sole discretion.

7.5.  Scope of Use:The Operator shall only use the Branding for advertising and promotional purposes directly related to the services provided under this Agreement. The Operator shall not use the Branding for any other purpose without the prior written consent of the Provider.

7.6. Inspections: The Provider reserves the right to inspect and review any use of its Branding by the Operator to ensure compliance with the quality standards and guidelines.

 

 

7.7. The Operator and/or the driver(s) must follow this Clause. If they don't, it will be considered a breach of the Agreement, and FERRY ON ROAD may end the Agreement without notice. The Operator and/or the driver(s) also agree to pay FERRY ON ROAD for any losses, costs, and expenses resulting from the breach of their duties or from any matters related to the services provided by the Operator and/or its driver(s).

 

7.8. "FERRY ON ROAD's Operator acknowledges and consents to the potential use of their photographs by FERRY ON ROAD for specific purposes. These purposes may include featuring the Operatorand their vehicle photographs in FERRY ON ROAD's internal communications, presentations, training materials, as well as marketing and advertising activities. Such activities encompass online advertising, social media, and offline advertising. The Operator grants consent for FERRY ON ROAD to share their photographs with third parties for the aforementioned purposes. Additionally, the Operator agrees to abide by FERRY ON ROAD's Privacy Policy, accessible on the company's official website at www.FERRY ON ROAD.in or through the following link: https://FERRY ON ROAD.in/privacy-policy."

9.      Electronic Communication

 

9.1.   Acceptance of Electronic Communication:

    Means of Communication: The parties agree to communicate electronically for the purposes of this Agreement. Electronic communications may include emails, electronic data interchange, online forms, and other electronic means of communication.

9.2.   Legal Effect: The parties agree that electronic communications shall have the same legal effect as written communications and that an electronically transmitted message or document, including signatures, shall be deemed to be “in writing.”

 

9.3.   Consent to Online Terms

 

9.3.1.      Acceptance of Terms:

  Online Acceptance: By accessing or using the Provider’s online portal, the Vendor agrees to be bound by the terms and conditions of this Agreement. Acceptance of this Agreement is effective when the Vendor clicks to accept or agrees to the terms electronically.

9.3.2.        Binding Agreement: The Vendor acknowledges that clicking to accept or agreeing to the terms electronically constitutes a binding acceptance of this Agreement and creates a legally enforceable contract.

 

9.3.3.      Data Protection and Privacy

                  Compliance with Data Protection Laws:

9.3.3.1.             Data Protection: The parties agree to comply with applicable data protection laws and regulations, including the Information Technology Act, 2000 and the rules thereunder, and any other applicable privacy and data protection laws in India.

9.3.3.2.               Personal Data: Each party shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

 

9.3.3.3.            Collection and Use of Data:

9.3.3.4.               Operator: The Provider may collect and use the Operator for the purpose of providing and improving the online portal services. This includes processing transactions, providing customer support, and conducting analytics.

9.3.3.5.               Customer Data: The Operator shall only collect, use, and store customer data in accordance with applicable laws and solely for the purpose of fulfilling orders and providing customer service. The Operator shall not share customer data with third parties without prior consent from the customer.

 

9.3.3.6.            Platform Access and Usage

 

9.3.3.7.            License to Use Platform:

9.3.3.8.            Access License: The Provider grants the Vendor a non-exclusive, non-transferable, revocable license to access and use the Provider’s online portal for listing and managing products/services in accordance with the terms of this Agreement.

9.3.3.9.              Restrictions: The Vendor shall not (i) use the online portal for any illegal or unauthorized purpose, (ii) modify, adapt, or hack the platform, or (iii) create or use a false identity or impersonate another person.

 

9.3.3.10.        System Availability:

9.3.3.11.           Maintenance: The Provider reserves the right to perform scheduled or emergency maintenance on the online portal, which may result in temporary interruptions of service. The Provider shall use reasonable efforts to notify the Vendor of any scheduled maintenance.

9.3.3.12.        No Warranty: The Provider does not warrant that the online portal will be uninterrupted or error-free and shall not be liable for any interruptions or errors that occur.

 

10.  Digital and Electronic Signatures

Validity of Digital and Electronic Signatures:

10.1.              Recognition: The parties agree that this Agreement and any amendments thereto may be executed by digital or electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

10.2.             Compliance: Digital and electronic signatures must comply with the provisions of the Information Technology Act, 2000 and any other applicable laws and regulations governing digital and electronic signatures in India.

10.3.             Authentication: Each party agrees that the digital or electronic signature is a valid method of executing this Agreement and acknowledges that such signature is binding upon the party providing it. The parties further agree to use reasonable methods to ensure that the person affixing a digital or electronic signature is duly authorized to do so.

10.4.             Certification: Digital signatures shall be issued by a certifying authority recognized by the Controller of Certifying Authorities under the Information Technology Act, 2000. Electronic signatures shall use reliable methods that ensure the authenticity and integrity of the signature.

10.5.             Storage and Verification: Each party shall retain records of the digitally or electronically signed Agreement and shall make such records available for inspection upon reasonable request to verify the authenticity and integrity of the signatures.

10.6.             Acceptance of Digital and Electronic Signatures:The parties hereby consent and agree that digitally or electronically signed documents exchanged between them shall be accepted as valid and binding and that neither party shall contest the validity or enforceability of such documents on the basis that they were executed using a digital or electronic signature.

11.  VALIDITY -

 

11.1.             Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall be deemed to survive the cancellation or termination of this Agreement.

11.2.             This Agreement shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflict of laws.

11.3.             If any part or any provision of this Agreement is or becomes illegal, invalid, or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of this Agreement. The parties hereby agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.

 

12.  COPIES

 

12.1.             This Agreement may be executed and delivered in one or more counterparts, each of which shall be deemed as an original, or by facsimile or other electronic copies, such as by email. The parties agree that such facsimile or electronic execution and shall have the same force and effect as of an original document with original signatures.

12.2.             The Parties agree that that the Parties may entire into one or more written addendums from time to time to supplement, modify, or alter the terms of this Agreement.

 

13.  LIMITATIONS -

 

13.1.             FERRY ON ROAD does not guarantee the continuous and uninterrupted use of its application and/or the provision of Vendor Services by the Operator. The Services, Devices, and technological outputs provided by FERRY ON ROAD are offered on an "AS IS" and "AS AVAILABLE" basis, with all express and implied warranties, including merchantability and fitness for a specific purpose, expressly disclaimed.

 

13.2.             FERRY ON ROAD shall not be held liable for any loss or damage suffered by the Operator resulting from the use of its services or the failure to provide services to the consignor/consignee. The Operator is also responsible for any loss incurred by FERRY ON ROAD due to negligence or any unlawful act in the performance of the Vendor Services.

13.3.                Indirect Damages: Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, including but not limited to loss of profits, revenue, data, or use.

 

14.  Intellectual Property Rights

14.1.             Ownership of Intellectual Property: All intellectual property rights, including but not limited to trademarks, trade names, logos, patents, copyrights, trade secrets, and any other proprietary rights, in and to the Provider’s online portal, software, technology, and Branding (collectively, the “Provider’s Intellectual Property”), are and shall remain the exclusive property of the Service Provider. Nothing in this Agreement shall be construed as transferring any rights in the Provider’s Intellectual Property to the Operator, except for the limited license granted herein.

14.2.             License to Use Intellectual Property:  The Provider grants the Vendor a non-exclusive, non-transferable, revocable license to use the Provider’s Intellectual Property solely for the purpose of listing and promoting the FERRY ON ROAD services on the Provider’s online portal during the term of this Agreement. This license is subject to the Vendor’s compliance with the Provider’s branding guidelines and quality standards.

14.3.             Protection of Intellectual Property:  The Operator shall not use the Provider’s Intellectual Property in any manner that is inconsistent with the Service Provider’s ownership, or that may harm the Service Provider’s reputation or goodwill. The Operator shall not challenge the validity or ownership of the Provider’s Intellectual Property.

14.4.             Infringement Notification: Each party shall promptly notify the other party of any actual or suspected infringement of their respective Intellectual Property that comes to their attention.

14.5.             Action: In the event of any infringement, the party that owns the infringed Intellectual Property shall have the exclusive right to take action to prevent or remedy the infringement, including litigation. The other party shall cooperate fully with the owner of the Intellectual Property in such actions, including providing necessary documentation and testimony.

14.6.             Effect of Termination: Upon the termination or expiration of this Agreement, the Vendor shall immediately cease all use of the Provider’s Intellectual Property, and the Provider shall immediately cease all use of the Vendor’s Intellectual Property, except as necessary to complete any pending transactions.

14.7.             Survival: The provisions of this Intellectual Property Rights clause shall survive the termination or expiration of this Agreement.

15.  VIOLATIONS / BREACH

15.1.             All remedies of either party under this Agreement whether provided herein or conferred under statute, civil law, common law, custom or trade usages, are cumulative and not alternative and may be enforced successively or concurrently.

15.2.             Each party shall bear its own costs in connection with its obligations under this Agreement. Further, all charges and expenses including stamp duty or otherwise in relation these presents shall be borne and paid by the operator.The operator shall bear and pay their own advocates’ fees.

15.3.             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 to perform its responsibilities.

15.4.             Any violation of any provision hereof, any incomplete or mistaken performance of any obligation provided hereunder, any misrepresentation made hereunder, any material nondisclosure or omission of any material fact, or any failure to perform any covenants provided hereunder by any Party shall constitute a breach of this Agreement. The breaching Party shall be liable for any such breach pursuant to the applicable laws. On breach of covenants of agreement by defaulting party, consequently other party of the agreement will be discharged from all its obligations and liabilities from the moment breach is committed till the time breach is corrected.

15.5.             This Agreement shall be binding and inure to the benefit of the Parties and their respective legal representatives, administrators, executors, and permitted assigns.

 

16.  REPRESENTATIONS AND WARRANTIES –

16.1.             On the Effective Date and as long as this Agreement is effective, the operator  hereby represents and warrants that the following representations and warranties are true, correct, valid and subsisting in all respects:

16.2.             The Operatoris competent and of valid age to enter into the Agreement with FERRY ON ROAD  in the Location / territory in which Operatorwill provide the Vendor Services and may or may not be enrolled for any welfare schemes, as provided by any Governmental Authority and must share the requisite documents with FERRY ON ROAD , from time to time, for compliance purposes only.

16.3.             The operator must hold and maintain:

i.         a valid driver’s license (as applicable) with the appropriate level of certification(s) to operate the Vehicle driven / ridden; and

ii.       all license(s), permit(s), approval(s) and authority(ies), as applicable to the Vehicle that are necessary to provide the Vendor Services.

16.4.             Operator hereby provide consent to FERRY ON ROAD to access, use or share data and information including  but not limited to location information, contacts information, transaction information, usage and preference information, device information, call and SMS data and log information related to the application of FERRY ON ROAD ;

16.5.             Operator have not been convicted by any Court, in the Location or the territory in which Operator are providing the Ferry on Road  Services, of any crimes / cases, including but not limited to involving moral turpitude. Operator are further not a party to any pending litigation, which shall materially affect Operator obligations under this Agreement;

16.6.             Ferry on Road / Driver as Operator hereby agree that their documents may be sent for background verification (“BGV”) by FERRY ON ROAD  and if there is any discrepancy / issue in the opinion of FERRY ON ROAD , found during or post BGV, this Agreement shall stand null and void with immediate effect at the sole discretion of FERRY ON ROAD .

 

16.7.             The Operator  further acknowledges and agrees that:

iii.     FERRY ON ROAD   neither owns or in any way controls the Vehicles used by the Operator rendering the Vendor Services to FERRY ON ROAD , nor it controls the action(s)

of the Operator providing the  Services to FERRY ON ROAD , in case the Operator itself is not the Driver.

iv.     Notwithstanding anything contained herein and in addition to the responsibilities of the Operator specifically in the segment of 2 (Two) wheeler Vehicles, the Operator who is also the driver of the Vehicles which may or may not be under his ownership as to the right, title and interest on the Vehicle, is responsible and liable for all loss or damages as to any matter arising to and from the Vehicle including the claims, demands, charges, expenses, show cause, detention, litigation and but not limited to objections, etc. as may be raised by a third party, family or related members, appropriate authorities, police functionary, etc. and shall keep FERRY ON ROAD  indemnified from all such claims that have arisen during the term of this Agreement.

 

17.  INDEMNITY AND LIABILITY –

17.1.             Operator shall indemnify FERRY ON ROAD  from and against and in respect of any or all liabilities, losses, charges and expenses (including legal fees and costs on a full indemnity basis) claims in general and any provision which forms a part of this Agreement, demands, actions and proceedings, which FERRY ON ROAD  may incur or sustain directly or indirectly from any breach by Operator of Operator obligations hereunder or any breach of Operator representations and warranties, or by any reason, or in real action to the provision or proposed provision of the Vendor Services and Operator shall forthwith pay all such sums forthwith on demand by FERRY ON ROAD  in writing.

17.2.             Notwithstanding any other provisions of this Agreement, Operator shall be liable to FERRY ON ROAD  for indirect, special, or consequential damages arising out of or in connection with the provision of Vendor Services under this Agreement.

17.3.             Operator agree that except for the reasons of Force Majeure, in the event of any loss or damage to FERRY ON ROAD  that arises from the Vendor Services, Operator shall make good the loss, costs, charges, and expenses that FERRY ON ROAD  may suffer or incur.

17.4.             To the extent permissible under Applicable Laws, FERRY ON ROAD  is not liable for any civil, criminal, tortious, or any other liability, that may accrue as a consequence of Operator breach (a) of the Applicable Laws while providing  Services to FERRY ON ROAD ; (b) of the terms of the applicable licenses and permits of the Vehicle(s) that are issued by the transport authorities; (c) of the terms of this Agreement.

17.5.             FERRY ON ROAD ’s maximum liability to Operator in any event, which includes any failure by FERRY ON ROAD under this Agreement, shall be restricted and limited to a maximum amount of INR - (---) in the aggregate during the Term.

17.6.             There will be no limitation of liability on Operator  part at any point of time due to any indemnity provisions, as contained in this Agreement

 

18.  Dispute Resolution

18.1.             Amicable Settlement:

Initial Negotiations: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (a “Dispute”), the parties shall first attempt to resolve the Dispute amicably through good-faith negotiations. Either party may initiate such negotiations by providing written notice to the other party describing the nature of the Dispute.

Escalation: If the Dispute is not resolved through initial negotiations within thirty (15) days from the date of the notice of the Dispute, the Dispute shall be escalated to senior executives of both parties for further negotiation and resolution.

18.2.              Mediation:

1.      Optional Mediation: If the Dispute is not resolved within sixty (30) days from the date of the notice of the Dispute, either party may propose that the Dispute be referred to mediation. If both parties agree, they shall jointly appoint a mutually acceptable mediator. The mediation shall be conducted in accordance with the rules and procedures of the mediation center chosen by the parties. 2.2.

2.      Mediation Process: The parties agree to participate in the mediation process in good faith and to share the costs of mediation equally. The mediation shall be conducted in [Coimbatore], [Tamilnadu], India.

18.3.              Arbitration:

18.3.1.  Binding Arbitration: If the Dispute is not resolved through negotiation or mediation within ninety (90) days from the date of the notice of the Dispute, the Dispute shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996.

18.3.2.   Arbitration Procedure: The arbitration shall be conducted by a sole arbitrator jointly appointed by the parties. If the parties are unable to agree on the appointment of the sole arbitrator within thirty (30) days of the notice of arbitration, the arbitrator shall be appointed in accordance with the rules of the [Arbitral Institution] or by the High Court of [State], India.

18.3.3.  Arbitration Venue and Language: The arbitration shall be conducted in [City], [State], India. The language of the arbitration shall be English.

18.3.4.  Arbitration Award: The award of the arbitrator shall be final and binding on the parties. The arbitrator shall state the reasons upon which the award is based. The parties agree that the arbitration award may be enforced by any court of competent jurisdiction.

18.3.5.  Jurisdiction and Venue: Subject to the arbitration clause, the courts located in [City], [State], India shall have exclusive jurisdiction to hear and decide any Disputes arising out of or relating to this Agreement.

18.3.6.  Waiver of Objections: Each party hereby waives any objection to the jurisdiction and venue of such courts on the grounds of inconvenient forum or otherwise.

18.4.        Governing Law: This Agreement and any Dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principle

 

 

 

PLEASE ENSURE THAT OPERATOR READ AND UNDERSTAND ALL THE CLAUSES BEFORE OPERATOR PROVIDE SERVICES TO FERRY ON ROAD, AS OPERATOR SHALL BE BOUND BY ALL THE TERMS AND

CONDITIONS CONTAINED HEREIN upon Operator Acceptance.

 

OPERATORR ACCEPTANCE / SHALL OPERATE AS A BINDING AGREEMENT BETWEEN OPERATOR AND FERRY ON ROAD IN RESPECT OF THE VENDOR SERVICES TO FERRY ON ROAD .

 

 “OPERATOR / DRIVER T&C” OR “TERMS AND CONDITIONS” REFERS TO THE VENDOR/ DRIVER TERMS AND CONDITIONS, WHICH ARE FORMING PART OF THIS AGREEMENT UNDER ANNEXURE A AND/OR B AND ARE ALSO AVAILABLE ON THE WEBSITE AND APPLICATION OF FERRY ON ROAD, AS MAY BE AMENDED BY FERRY ON ROAD  FROM TIME TO TIME;

 

 

 

For and on behalf of A V CARGO MIGRATORS LLP	For and   on   behalf   of   the OPERATOR

 

 

 

 

APPENDIX A

 

ADDITIONAL TERMS AND CONDITIONS FOR 2 (TWO WHEELERS)

 

1.       The OPERATOR acknowledges and agrees that the Vehicle with which he/she chooses to provide Vendor Services shall be:

a.       to operate in compliance with all applicable laws, circulars, notifications, notices as raised by the appropriate Authority from time to time;

b.       properly registered, insured and licensed in accordance with law to operate as a passenger transportation Vehicle, a shared mobility Vehicle and/or Vehicle to transport/deliver Vendor Services;

c.       must wear helmet while driving the said Vehicle;

d.       to keep the Vehicle engine turned on while providing the Vendor Services except upon reaching the origin and/or destination;

e.       to maintain proper speed limit as prescribed by the Government Authority;

f.        suitable for performing the Vendor Services; and

g.       maintained the Vehicle in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Branch Location, and in a clean and sanitary condition.

2.       The OPERATOR may or may not have ownership as to the right, title and interest on the Vehicle and is responsible and liable for all loss or damages as to any matter arising from the vehicle including the claims, demands, charges, expenses, show cause, detention, litigation cases, actions from Government Authority and but not limited to objections, etc. as may be raised by a third party, family or related members, appropriate authorities, police functionary, etc. and shall keep FERRY ON ROAD indemnified from all such claims from time to time during the course during the term of this Agreement. The OPERATOR shall also provide FERRY ON ROAD the requisite documents as prescribed under Annexure A to furnish the Vehicle owner details.

3.       OPERATOR makes himself/herself available to undertake Vendor Services for FERRY ON ROAD as and when a request for the same is placed by the Customer on FERRY ON ROAD . If required, the OPERATOR may use his personal Vehicle or acquire a Vehicle from a third party (“OPERATOR Vehicle”) for providing the Vendor Services. No Vehicle of any kind shall be provided by FERRY ON ROAD under any circumstances and FERRY ON ROAD will not be liable to settle any claims or pay any amounts in regard to any accidental claims, insurance claims, tolls and all expenses with regard to the acquisition and maintenance of the OPERATOR Vehicle are to be borne by the OPERATOR solely.

4.       The OPREATOR shall ensure that the OPERATOR Vehicle is well maintained and in good condition so that there are no delays in rendering Vendor Services.

5.       All expenses incurred in maintaining, running and riding the OPERATOR Vehicle shall be borne exclusively by the OPERATOR.

6.       The OPERATOR shall hold and possess a valid driving license and a valid registration number for the OPERATOR Vehicle, if required under the Applicable Law for the Vehicle used by the OPERATOR for providing Vendor Services, which are up to date and in subsistence throughout the Term of these OPERATOR T&C. Copies of the driving license as well as the registration certificate of the OPERATOR Vehicle, including any other OPERATOR Information, shall be handed to FERRY ON ROAD before commencing Vendor Services or at any other time deemed appropriate by FERRY ON ROAD .

7.       OPERATOR shall not commit any fraud while providing Vendor Services or otherwise commit any act or omission, to gain any undue advantage. OPERATOR agrees and acknowledges that in case FERRY ON ROAD believes that the OPERATOR has committed any of the foregoing while undertaking Vendor Services, FERRY ON ROAD shall, in addition to its right to terminate the Agreement and these OPERATOR T&C, in its sole discretion reserve the right to (a) disable the OPERATOR from undertaking Vendor Services for such time as it deems fit and /or (b) deduct the undue gain made by the OPERATOR through the fraudulent orders from the pay-out including incentives/Fees thereof and/or the Security Deposit, if any. This right to withhold pay out including incentives/Fees thereof may also be exercised by FERRY ON ROAD in the event service parameter guidelines, as prescribed by FERRY ON ROAD from time to time, are not met.

8.       The OPERATOR is not entitled to claim reimbursement of hospitalization/ hospital bills that may be incurred by the OPERATOR while rendering Vendor Services or incurred by his family members for any unfortunate accidents or severe illness, during the subsistence of Agreement and these OPERATOR T&C.

9.       FERRY ON ROAD shall, with regard to clause 8 above and on a best effort basis, try to reimburse costs, expenses and losses, if any, incurred by You towards any legal expenses (including but not limited to charges incurred for releasing of seized vehicles, advocate’s fees, ancillary expenses) while completing the trip, for no fault of yours. The reimbursement, in any case, shall not be more than   INR ____ /- (Rupees___) and shall be subject to the charges applicable to the particular City Court and / or State, whichever is lesser. This reimbursement shall be done only after internal investigation and on verification of facts by FERRY ON ROAD on a case-to-case basis;

 

 

 

APPENDIX B

 

ADDITIONAL TERMS AND CONDITIONS FOR 3 (THREE) AND 4 (FOUR) WHEELERS)

 

1.       The Operator acknowledges and agrees that the Vehicle with which he/she chooses to provide Vendor Services shall be:

a.       to operate in compliance with all applicable laws, circulars, notifications, notices as raised by the appropriate Authority from time to time;

b.       properly registered, insured and licensed in accordance with law to operate as a passenger transportation Vehicle, a shared mobility Vehicle and/or Vehicle to transport/deliver Vendor Services;

c.       must apply the seat belt while driving the Vehicle;

d.       to keep the pollution certifications in place;

e.       to maintain proper speed limit as prescribed by the Government Authority;

f.        to check and maintain that before the departure of the locations, the Vehicle is under the responsibility of the Operator deployed therein at the time of loading of the consignment to check and verify that all such consignments are loaded in absolutely sealed containers/packages as per the order details. Post verification of the same, they should affix their sign and seal as well as a token of verification. If any loss and/or damage arises due to any such seal/lock cutting incident, then the Operator shall be immediately liable to report such incident at the nearest police station by way of lodging a First Information Report and thereby immediately take pictures/photographs of the same and report such incident to the nearest Franchais  office of FERRY ON ROAD and shall thereby handover the copy of the FIR together with the photographs. In case of any deviation and/or contravention/non-compliance, the Operatorshall be solely responsible and liable to make good of all the consequential loss/damage arising therefrom which is inclusive but not limited to payment of incidental expenses relating to the same, viz. Police Station Expenses for the lodging of the FIR, travelling expenses of the representative of the FERRY ON ROAD to manage such incident.

g.       suitable for performing the Vendor Services; and

h.       the partner is required to have rope, ply, and hook in his vehicle for providing service efficiently maintained the Vehicle in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Branch Location, and in a clean and sanitary condition.

i.        The Operatormay or may not have ownership as to the right, title and interest on the Vehicle and is responsible and liable for all loss or damages as to any matter arising from the vehicle including the claims, demands, charges, expenses, show cause, detention, litigation cases, actions from Government Authority and but not limited to objections, etc. as may be raised by a third party, family or related members, appropriate authorities, police functionary, etc. and shall keep FERRY ON ROAD  indemnified from all such claims from time to time during the course during the term of this Agreement. The Operatorshall also provide FERRY ON ROAD the requisite documents as prescribed under Annexure A to furnish the Vehicle owner details.

2.       The Operatormay use his personal Vehicle or acquire a Vehicle from a third party (“OperatorVehicle”) for providing the Vendor Services. No Vehicle of any kind shall be provided by FERRY ON ROAD under any circumstances and FERRY ON ROAD  shall not be liable to settle any claims or pay any amounts in regard to any accidental claims, insurance claims, tolls and all expenses with regard to the acquisition and maintenance of the Operator Vehicle are to be borne by the Operator solely.

 

 

 

3.       The Operator shall ensure that the Operator Vehicle is well maintained and in good condition so that there are no delays in rendering Vendor Services.

4.       All expenses incurred in maintaining, running and riding the OperatorVehicle shall be borne exclusively by the Operator.

5.       The Operator shall hold and possess a valid driving license and a valid registration number for the Operator Vehicle, if required under the Applicable Law for the Vehicle used by the Operatorfor providing Vendor Services, which are up to date and in subsistence throughout the Term of these Operator T&C. Copies of the driving license as well as the registration certificate of the Operator Vehicle, including any other Operator Information, shall be handed to FERRY ON ROAD  before commencing Vendor Services or at any other time deemed appropriate by FERRY ON ROAD .

6.       The Operator shall have a valid and adequate insurance coverage to the Operator Vehicle. Operator shall ensure that the insurance is valid, up to date and in subsistence throughout the Term of these Operator T&C. A copy of the insurance policy shall be given by the Operator to FERRY ON ROAD. The Operator further confirms that all premium payments towards the insurance policy shall be paid exclusively by the Operator. Under no circumstances shall FERRY ON ROAD be liable to make any payment with respect to such insurance.

7.       During the course of undertaking Vendor Services, the Operator shall conduct himself with honesty, discipline and in accordance with the policies and instructions of FERRY ON ROAD , whether presently in force or adopted in the future, including but not limited to safety, driving rules, etc. The Operator shall comply with the Applicable Laws as required to be complied with by any person driving Vehicles.

8.       Operator shall not commit any fraud while providing Vendor Services or otherwise commit any act or omission, to gain any undue advantage. Operator agrees and acknowledges that in case FERRY ON ROAD believes that the Operator has committed any of the foregoing while undertaking Vendor Services, FERRY ON ROAD shall, in addition to its right to terminate the Agreement and these Operator T&C, in its sole discretion reserve the right to (a) disable the Operator from undertaking Vendor Services for such time as it deems fit and

/or (b) deduct the undue gain made by the Operator through the fraudulent orders from the Operator including incentives/Fees thereof and/or the Security Deposit, if any. This right to withhold pay out including incentives/Fees thereof may also be exercised by FERRY ON ROAD in the event service parameter guidelines, as prescribed by FERRY ON ROAD from time to time, are not met.

9.       At no time whatsoever shall the Operator tamper, damage, open or do anything to the consignments of the Users that he/she is not specifically permitted to do. In case FERRY ON ROAD suffers any loss due to the Operator tampering, damaging or opening the packaging of consignments of the Users, FERRY ON ROAD  shall have the right to recover any loss, if any, from the payments required to be made by FERRY ON ROAD  to the Operato runder the Agreement or these  Operator T&C.

10.   The Operator acknowledges that the goodwill and reputation of FERRY ON ROAD  is at stake with how effectively and efficiently the Operator shall render Vendor Services pursuant to these Operator T&C. Accordingly, the Operator shall not do any act that adversely affects FERRY ON ROAD  and undertakes to be in compliance with Applicable Law at all times and protect the brand image, business reputation or any other asset/property of FERRY ON ROAD .

11.   While logged-in FERRY ON ROAD the Operator shall not engage in any illegal activity or perform any actions that are contrary to Applicable Law.

12.   All Confidential Information procured shall at all times be kept confidential and used only for the limited permitted purposes of rendering Vendor Services.

13.   The Operatoris not entitled to claim reimbursement of hospitalization/ hospital bills that may be incurred by the Operator while rendering Vendor Services or incurred by his family members for any unfortunate accidents or severe illness, during the subsistence of Agreement and these Operator T&C.

14.   FERRY ON ROAD shall, with regard to clause 2.14 of this Agreement and on a best effort basis, try to reimburse costs, expenses and losses, if any, incurred by Operator towards any legal expenses (including but not limited to charges incurred for releasing of seized vehicles, advocate’s fees, ancillary expenses) while completing the trip, for no fault of Operator. The reimbursement, in any case, shall not be more than INR ____ /- (____) and shall be subject to the charges applicable to the particular City Court and / or State, whichever is lesser. This reimbursement shall be done only after internal investigation and on verification of facts by FERRY ON ROAD on a case-to-case basis;

15.   The Operator shall not resort to the below mentioned acts/ commission/ omission of events:

a.       Any violation or breach of any term of these T&Cs;

b.       If the Service Provider, in the opinion of FERRY ON ROAD, misuses FERRY ON ROAD;

c.       failure to verify or authenticate Operator Information;

d.       Misbehaviour, rude behaviour with the staff of FERRY ON ROAD, customers or any other persons associated with FERRY ON ROAD;

e.       Any acts involving criminal offence punishable under law, including physical assault, threatening any of the staff of FERRY ON ROAD, person associated with FERRY ON ROAD and any other persons;

f.        Concealment of fact/material information while entering into a contract with FERRY ON ROAD ;

g.       Poor & irregular for work, meetings and failure to abide by the rules/terms of the contract;

h.       Drunk while on duty and drunken behaviour;

i.        Commission of fraud/ misappropriation/embezzlement for undue monetary gain, which is against the interest of FERRY ON ROAD ;

j.        Negligence in performing the duty, causing damage of moveable and immoveable assets of FERRY ON ROAD , its employees, customers;

k.       Indulging in spreading content through digital media, social networking sites, or any other form, which could be detrimental to FERRY ON ROAD 's brand and its image;

l.        Indulging in acts such as creating ruckus/ strike/ or any activity against FERRY ON ROAD , which could be detrimental to FERRY ON ROAD 's brand and its image;

m.     Indulging in unauthorized disclosure of confidential information of FERRY ON ROAD  to external agency, person, FERRY ON ROAD  or organization;

n.       Misuse of assets provided by FERRY ON ROAD, which could be detrimental to the interest of FERRY ON ROAD 's brand and its image;

o.       Absconding for more than 4 hours with any asset, item, money or any other valuable item    belonging to FERRY ON ROAD , its employees, customers or other staff member(s);

p.       Failure to abide by any of the rules and guidelines given by FERRY ON ROAD  as part of service quality standards and principles and/or Code of Conduct; or

q.       In case the background check, whether wholly or partially, is found negative at any point of time during the term of these T&Cs.

ANNEXURE 1A

 

(Details of Vehicles and Drivers with No Objection Certificate)

 

1.  Vehicle Details:

 

a. Vehicle Mfg year: As per the attached Vehicle documents

 

b. Vehicle Model:

 

c.  Vehicle Registration No:

 

d. Vehicle owner

 

Copy of all documents:

 

2.  Operator  Details:

 

a.  Is the owner the Operator under this agreement? Y/N

 

b.  If owner is not the service provider, please provide the following details

 

-  Name and, address and contact details of the Operator

 

-  Please provide the no objection certificate from the vehicle owner (appended)

 

3.  Driver Details:

 

Driver’s Name	As per documents attached
Contact Number issued for FERRY ON ROAD
Personal Contact Number
License Number
License Expiration Date
Aadhaar No of the Driver

 

 

4.      Bank Account Details:

 

Bank Name	As per documents attached
Account No.
Account Holder’s Name
Branch Name and Address