MERCHANT E-AGREEMENT

 

Welcome to the Mayze.co.in. Mayze provides this site to you subject to the following conditions. By visiting and registering at www.mayze.co.in site (the “Site”), you accept these conditions. Please read them carefully. In addition, when you use any current or future Mayze service or business, you also will be subject to the guidelines, terms and agreements applicable to such service or business. This terms and conditions are subject to change without any prior notice hence it is your responsibility to review them time to time.

These ‘Conditions of Use’ constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.

 

AVAILING THE SERVICE OFFERED BY THE MERCHANT ON ITS WEBSITE WWW.MAYZE.CO.IN SHALL MEAN THAT THE TRAVEL AGENT AGREES WITH THE FOLLOWING TERMS AND CONDITIONS MENTIONED AS UNDER IN THE MERCHANT E-AGREEMENT

 

THIS MERCHANT E-AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) IS EXECUTED HEREBY

 

BETWEEN

 

The “Merchant” www.mayze.co.in, (hereinafter referred to as “Mayze”) an internet website platform owned by a Mrs. Nisari Cheriyedath Sahadevan wife of Mr. Prasanth Kumar Ittappat (PAN: BBRPC7877G) (occupation: Business) office address at Level-13, Regus Platinum Business Centre, Plot No-17 & 18, Platinum Techno Park, Sector-30A, Vashi Mumbai Maharashtra India – 400 705

 

Hereinafter called and referred as the  PARTY OF THE FIRST PART

(Which expression unless repugnant to the context and meaning thereof shall mean and include his legal heirs, executors, administrators, assigns, etc.)

     ...... Party of the first part

AND

The “Travel agent”, details for which shall be noted at the time of online registration of the said Travel Agent on the website www.mayze.co.in for the purpose of execution of this agreement

 

Hereinafter called and referred as the PARTY OF THE OTHER PART

Which expression, unless repugnant to the context or to the meaning thereof, shall mean and include the company, its nominees, administrators, successors-in-interest and assigns)   

                                                                                         ......Party of the other part

 

The Agreement shall put forward as electronic version of agreement to be accessible on website: www.mayze.co.in and along with the terms and condition that shall govern all the online activities carried out by the Merchant while using the services, technology and  the above said website for the period unto which registration continues and/or not cancelled/revoked in any way by either of party.

“Merchant” and “Travel agent” shall hereinafter be collectively referred to as “Parties”.

WHEREAS:

A.    Mayze has its skilled expertise and knowledge in the field of providing an E - commerce platform online services to enable retailing of various travelling activities, products and services to customers in India across several categories under its owned URL named www.mayze.co.in.

 

B.    Mayze, has represented to Travel agent about its capacity, knowledge, skills and expertise in the field of E–commerce and on which Travel agent has agreed to engage with travel related services on the below mentioned terms and conditions of the Agreement.

 

C.    Travel agent hereby agrees to partner with Mayze by acceptance of e-agreement and terms and conditions at the time of registration on E-commerce platform, which is specifically for the purposes of providing travel related services on the E- Commerce Platform for providing such services during the Term (as defined hereinafter) of this Agreement.

NOW THEREFORE in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows:

1.       DEFINITIONS: -

 

1.1.       “Merchant”: Person or any entity who provides the platform for Travel agent to connect & transact with customers by providing travel services such train tickets, holiday packages, etc., by accepting this agreement’s terms and condition.

 

1.2.       “Merchant Materials”: means all Trademarks, Content, information, data, materials, and other items provided or made available by Merchant or its Affiliates namely Mayze.

 

1.3.       “Merchant Enquiry” means an enquiry for a Travel agent Product initiated through the website or via customers calling the Telephone Number pursuant to this agreement.

 

1.4.       “Travel agent”: shall mean agents / ticket providers / holiday package organizers, or any other activities related to travelling who are registered on Mayze website for providing travel booking on Mayze platform.

 

1.5.       “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an enquiry and booking for the travel services fulfilled by Travel agent on www.mayze.co.in.

 

1.6.       “E- Commerce Engine”: E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Catalogue Management; Product and Price Updates, Vendor and Delivery Partner Management, Order Processing and Vendor fulfilment.

 

1.7.       “Encryption”: Encryption means the 3-D secure protocol provided by Visa / MasterCard to enhance the security of internet payments which shall be implemented and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank where in the card details are entered and the transactions authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the issuer Domain (the bank issuer often credit card) and finally the Interoperability Domain (Worldwide Credit Card and support).

 

1.8.       "Intellectual Property Right" means any and all trademark patent rights, industrial design rights, copyrights, mask work rights, confidential information rights, trade secret or know-how rights, all rights of whatsoever nature in computer software and data, and any other intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered. IP Rights shall also include all rights in any applications and granted registrations for any of the foregoing rights.

 

1.9.       “Online Promotions”: Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.

 

1.10.    “Payment Gateway Engine”: Payment Gateway Engine shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net banking, Pay by Cheque, Cash on delivery. The payment gateways are safe methods of payments which are 3D secured.

 

1.11.    “Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges, applicable taxes, if any.

 

1.12.    “Product and Services” shall mean the products and services of offered on www.mayze.co.in and fulfilled by Travel agent and such other products and services that may be offered on the www.mayze.co.in from time to time for distribution / sales under this Agreement.

 

1.13.    “Service charge” shall mean the margin per transaction charged by Mayze to the Travel agent at the rates agreed to between the parties, upon the sale of service on Mayze platform. (i.e. Margin per transaction charge for Travel agent Product & services sold through www.mayze.co.in or any of its Affiliate website.

 

1.14.    “Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions and can seamlessly integrate with most vendor partners, Courier partners and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.

 

1.15.    “Shipping Charges” shall mean the logistics / courier / postal charges incurred for delivering the product(s) to the Customer.

 

1.16.    Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as synonym for URL. The best-known example of a URL is the "address" of a web page on the World Wide Web.

 

1.17.    "Website": shall mean www.mayze.co.in or any of its Affiliate website which are Powered by Mayze from time to time for display and sale of the Product.

 

 

2.       SCOPE OF SERVICE: Mayze is engaged in the business of online portal / E commerce platform for connecting customers across India with registered Travel agent and the Travel agent is responsible for providing responses in terms and booking/package details, price, organizing, confirming booking , etc. of various products under various categories to the public at large through its website www.mayze.co.in (“Website”). Each Travel agent has to create their account and Mayze will provide a platform to Travel agent to engage with customer to book, collect payment, booking, upload their tickets etc. through www.mayze.co.in monitor and update order information received in their dashboard.

 

3.       ROLES AND RESPONSIBILITY OF MAYZE:

 

3.1.       Mayze shall bring in their technology through website development, digital marketing, e - commerce engine and payment gateway integration and customer service for successful operation of website.

 

3.2.       Mayze will be responsible for managing the customer service for only payment related issues sold through the www.mayze.co.in.

 

3.3.       Mayze shall also be responsible for processing all full refunds incase the tickets are not issued within 24 hours of payment from customer provided enquiry and booking done through www.mayze.co.in.

 

3.4.       The software platform; e-commerce engine and payment gateways will remain the sole property of Mayze.

 

3.5.       Mayze shall have the sole right and discretion to decide about the selection and listing of Products and services that are to be provided on its website (i.e. www.mayze.co.in).

3.6.       Mayze shall not be liable for any services provided by the Travel agent on its website www.mayze.co.in under in any circumstances.

 

4.       ROLES AND RESPONSIBILITY OF TRAVEL AGENT AND MAYZE:

 

4.1.       Travel agent agrees to be Travel agent of Mayze for the sale and distributions of their services and product through the website www.mayze.co.in during the term of this Agreement.

 

4.2.       Travel agent shall be solely responsible for engaging and responding to the inquiry raised by traveler on the Mayze website including any issues related after booking within their purview and Mayze shall not be liable for any of the Travel agent responsibilities.

 

4.3.       Pricing of Product: Pricing of the services & Product will sole prerogative of Travel agent and  commission charges are sole discretion of Mayze which is particularly mentioned herinunder at clause 6 which can be revised any time without prior notice.

 

4.4.       Response to enquiry: Travel agent shall be solely responsible for prompt responses to the enquiry raised by the customer and confirm booking based on customer confirmation and payment within the stipulated time.

 

4.5.       Fulfilment of Product: During the Term of this Agreement, Travel agent will be solely responsible for Fulfilment of their booking to customer for services sold on www.mayze.co.in. Travel agent will respond, book, confirm booking details, organize and other necessary services within their purview on case to case basis and ensure best service to all the customers.

 

4.6.       Cancellation Policy: Further Travel agent hereby agree to inform the customer about the cancellation policy and charges for each and every booking information sent to the customer and accordingly update the cancellation date for every transaction. Any lapses in process will be sole responsibility of the Travel agent.

 

4.7.       Non Delivery of Product: If any tickets is not delivered by Travel agent to customer within 24 hours of payment from customer (except for Tatkal booking) then Travel agent is liable to face penalty equivalent to Mayze commission charges for that booking and customer will be provided with full refund. However, in case if Mayze receive any complaint from end customer regarding non delivery of ticket, then in that case Travel agent agreed to provide all the necessary details including proof of delivery, virtual proof of delivery to Mayze for providing sufficient reason to prove authenticity of delivery of such product or service.

 

4.8.       Insurance: Travel agent shall at all-time shall be responsible for insuring the tickets and shall take out adequate insurance policies to cover all kind of risks involved as per the request of the traveler or customer.

 

4.9.       Fulfilment of Specific Taxes: For avoidance of doubt and notwithstanding anything to the contrary herein, Travel agent will indemnify, reimburse and hold Mayze harmless from, for and against any excise duty, custom duty, franchise fees, Goods and Service Tax, tax deduction at source (TDS) or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, “fulfilment Specific Taxes”) to the extent such taxes or fees are: (a) assessed on Mayze as a result of inventory, packaging, gift wrap and other materials (i) owned by Travel agent and / or (ii) sold to customers as contemplated hereunder; and (b) the primary legal obligation of Travel agent.

 

4.10.    Invoicing: Travel agent will raise invoice directly to the end Customer for all successfully booked tickets and upload it on the website as part of booking confirmation to the customer.

 

4.11.    Travel agent shall provide a GST Certificate, PAN Card. and Travel agent Bank account details / Cancelled cheque and other details during registration.

 

4.12.    By entering into this Agreement Travel agent agree to complete the transaction as described under this Agreement. Travel agent acknowledge that by not fulfilling these obligations, Travel agent action or inaction may be legally actionable.

 

4.13.    Brand Name Use and Restricted Word Policy: Travel agent is not permitted to include any brand names or company logos in their listings other than the specific brand name authorized by the original manufacturer to be used for products being sold by Merchant under a particular listing. Certain uses of brand names may also constitute trademark infringement if it is not authorized by the original manufacturer and could expose Merchant to legal liability. Further, Travel agent shall not be permitted to use the following words or phrases in their display names or listings:

 

a.  Mayze (including all cognate & grammatical variations thereof).

 

5.       REPRESENTATION AND WARRANTIES BY BENEFIT:

 

5.1          Travel agent undertakes that the goods / products / services delivered are defect free, without any encumbrances and there has been no IPR violation of any third party by the Travel agent.

 

5.2         For any issues in the services booked by Travel agent, the said Travel agent shall be solely responsible for the same.

 

5.3       Travel agent shall be responsible for all / any defects / replace etc. of the ticket prior / post the delivery of any such product.

 

 

6.       COMMERCIAL TERM:

 

6.1    For providing the services mentioned above agent will pay below mentioned Fees to Mayze as per plan mentioned under below table: -

 

Price of Product

Merchant Commission

Between 100 to 10000

8.3%

 

Between 10000 to 20000

6.8%

 

Above 20000

3.9%

 

*Goods and Service tax charges will be applicable above the mentioned charges in the table above. Mayze reserves the rights to revise these rates and the agents will be notified accordingly.

 

6.2    Other Fees

 

a.  Mayze does various marketing campaigns on its site through various channels. The marketing channels may include, but not limited to, Promotion / Coupon Codes, Bank Promotions, Cash Back Offers, Emails, Website Showcase, Social Media Promotions, Category Specific Campaigns, Print Media Campaigns etc.

b.  Travel agent, at the time of sign up, is enrolled by default to participate into these campaigns, so that Mayze can promote their products in the relevant campaigns. Mayze may or may not include Travel agent products on the marketing campaigns as it depends on the nature of the campaigns.

c.  Merchant can opt out of from if they do not wish to participate in any of the promotions by sending email confirmation for the same.

 

6.3     Taxes on Fees Payable by Travel agent: Any and all Fees payable by Travel agent hereunder are exclusive of all sales, service, use and similar taxes, and Travel agent will pay any taxes that are imposed and payable by it on such amounts. All such taxes are the responsibility and for the account of Travel agent.

 

7.       TRANSACTION PROCESSING:

 

7.1    Collection of Payment: Mayze will collect the payment through its designated payment gateway and shall remain the sole property of Mayze only. On all the Payment Gateway aspects, the identity of Mayze shall be mentioned.

 

7.2    Mayze shall be responsible for all customer complaints in regard to payment gateway issues and system related errors.

 

7.3    Mayze will be responsible for refund incase of failure to book ticket by Travel agent whereas Travel agent will be responsible for refund of ticket that are cancelled after booking is completed after deducting applicable charges.

 

 

8.       TRANSACTION SETTLEMENT

 

8.1.       All the settlement of transaction successfully completed by Travel agent will be settled within 96 hours of booking acceptance received from the customer.

 

 

9.       RIGHTS AND LICENSES:

 

9.1.       General Reservations: As between the Parties, Travel agent reserves all right, title and interest in and to the Travel agent Intellectual Property and, no title to or ownership of any of the Travel agent Intellectual Property is transferred or licensed to Mayze or any other Person pursuant to this Agreement. As between the Parties, Mayze reserves all right, title and interest in and to the Mayze Intellectual Property and, except as may expressly be set forth in this Agreement, no title to or ownership of any of the Mayze Intellectual Property is transferred or licensed to Travel agent  or any other Person pursuant to this Agreement.

 

9.2.       Order placed by any customer on Mayze website, then the customer database generated on system/server will become sole property of Mayze.

 

9.3.       Usage of Mayze Intellectual Property: Any Mayze Intellectual Property provided or otherwise made available to Travel agent or its Affiliates may be used by Travel agent and / or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Travel agent will not:

a.       copy any Mayze Intellectual Property;

b.      distribute copies of any Mayze Intellectual Property;

c.       modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any Mayze Intellectual Property;


d.      use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any Mayze Intellectual Property; or

e.       Use any Mayze Intellectual Property to act as a consultant, service bureau or application Travel agent, or to permit remote access to any Mayze Intellectual Property.

 

10.    Term and Termination: This Agreement shall be valid and binding on both the parties until it is terminated by either party by giving 60 days’ prior written notice to the other party without assigning any reason whatsoever for such termination. Mayze may terminate this Agreement immediately in case of breach of any of the provisions of this Agreement by the Travel agent and thus deactivate or block their account, if the Travel agent does not proceed to cure the breach within ten (10) days after receipt of a written Notice of the breach. The notice for termination shall be given exclusively only on email by one party to other to terminate this agreement for any reason whatsoever.

 

 

Termination for Bankruptcy, Insolvency, Winding Up, etc.

 

a.     Either party may terminate this Agreement with immediate effect upon written notice in the event that the other party abandons its responsibilities under this Agreement, becomes bankrupt or insolvent or files any proposal or makes any assignment for the Merchant of creditors, or an order is made for its winding up or a receiver is appointed for substantial part of its property

 

b.     On termination of this Agreement, all outstanding obligations of the parties under the terms of this Agreement shall continue to subsist until the same are fulfilled / realized in totality.

 

11.    INDEMNITY: Travel agent will defend, indemnify and hold harmless Mayze and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Travel agent representations, warranties, or obligations, responsibility set forth in this Agreement; or (ii) Merchant own website or other sales channels, the products Merchant sell, any content Travel agent provide, the advertisement, offer, sale or return of any products Merchant sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products Merchant sell or content Travel agent provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

 

Travel agent shall indemnify and hold the Mayze and their subsidiaries, affiliates, successors, assigns, and their officers, directors, shareholders, employees and agents harmless against any material claim, liability, demand, loss, damage, legal cases, judgment or other obligation or right of action, which may arise as a result of: -

a.   Breach of any provision of this Agreement by Travel agent;

b.   Misrepresentation by Travel agent to Mayze or third Parties; or

c.    Anything done or omitted to be done through the negligence or otherwise, default or misconduct of Travel agent or of its officers, directors, employees or agents.

d.   Breach of third party Intellectual Property right.

 

12.    LIMITATION OF LIABILITY: MAYZE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION TO ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER FORM OF ACTION.

 

 

 

13.    MISCELLANEOUS:

 

12.1     Entire Agreement: This Agreement (including all Attachments hereto, and all documents incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties.

 

12.2     Further Agreements; Consents: Notwithstanding that certain provisions of this Agreement contemplate that the Parties will mutually determine or agree upon certain matters, each Party acknowledges and agrees that: (a) it will not be entitled to unreasonably withhold its determination or agreement with respect to such matters, unless otherwise specifically provided herein; and (b) no failure to mutually determine or agree as to any such matters will excuse either Party performance of its other obligations under this Agreement.

 

12.3     Assignment: Travel agent is prohibited to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without the Mayze prior written consent.

 

12.4     Independent Contractors: The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other behalf or in the other’s name.

 

12.5     Personnel: Each Party's personnel are employees, agents or subcontractors of such Party and are not employees, agents or subcontractors of the other Party. Each Party: (a) has exclusive control over its personnel, its labour and employee relations, and its policies relating to wages, hours, working conditions and other employment conditions; (b) has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its personnel; (c) is solely responsible for all salaries and other compensation of its personnel; and (d) is solely responsible for making all deductions and withholdings from the salaries and other compensation of its personnel and for paying all contributions, taxes and assessments in connection therewith.

 

12.6     No Third Party Beneficiaries: This Agreement is for and will be enforceable by, the Parties only. This Agreement is not intended to confer, and does not confer any right or benefit on any Third Party.

 

12.7     Non-Exclusivity: Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement or competitive with the business, products or services of the other Party or its Affiliates.

 


12.8     Confidentiality: Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. For avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or other appropriate remedy (except to the extent that the original Party compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. If Mayze makes available any passwords or password-protected areas of any Website or other service (e.g., in connection with the use of any Management Tools), Travel agent will use reasonable precautions to maintain the security of such passwords and password- protected areas. If Travel agent becomes aware that any such password or password-protected area has been compromised, it will immediately notify Mayze of the same via a telephone number or other contact method (e.g., email address) designated by Mayze for such purpose, which will be promptly confirmed by notice in writing, and will change the applicable passwords.

 

12.9     Press Releases: Travel agent will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the Mayze prior written consent. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by Mayze. In the event Mayze issues any press release without prior approval of the Travel agent with regards to this Agreement the same will not be considered as a material breach.

 

12.10  Arbitration: If Parties fails in endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement, the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 shall govern the arbitration proceedings. The arbitration shall be held in Mumbai, Maharashtra. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. The arbitration proceedings will be held before the sole Arbitrator or in odd numbers of arbitrator mutually appointed by the Parties. Any arbitration award will be final and binding on the parties and the Award shall include allocation of the cost of the Arbitration Proceedings.  Moreover judgment there on may be entered in any court of competent jurisdiction. This agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of Mumbai Maharashtra shall  have exclusive jurisdiction in all matters.

 

12.11  Governing Law and Jurisdiction: This agreement shall be construed only in accordance with the laws of India. In respect of all, Claims, matters/disputes arising out of, in connection with or in relation to this Agreement, only the competent Courts at Mumbai, Maharashtra shall have exclusive jurisdiction. No other Court shall have jurisdiction to deal with any dispute or any issue between the parties arising out of this Agreement.

 

12.12  Force Majeure: Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a) terminate this Agreement; or (b) extend the Term of this Agreement for a number of days equal to the duration of the affected Parties non-performance.

 

12.13  Waiver: To be effective, any waiver by a Party of any of its rights or the other Party obligations under this Agreement must be made in a writing signed by the Party to be charged with the waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at Law or in equity will be construed as a waiver or relinquishment to any extent of such Party right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

 

12.14  Severability: If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.

 

12.15  Notices: Except for notices for which an alternative procedure is identified in this Agreement, any notice or other communication under this Agreement given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Agreement will be or be deemed properly given unless sent by registered email with www.mayze.co.in.

 

12.16  Non Solicitation: The Parties agree that during the term of this Agreement and 24 months thereafter or without the prior written approval of the other party, not to solicit for employment any employees of either party other than through general solicitation for employment among the public.

 

12.17  Survival of provisions: Notwithstanding anything contained herein, the provisions of clauses dealing with products & contents, rights and licenses; representations and warranties; indemnification, infringements, claim; governing law and jurisdiction, dispute resolution arbitration; notices and non-solicitation shall survive after the extinguishment of rights and obligations pursuant to termination of this agreement.

 

12.18  Code of Conduct: Seller shall comply and ensure that its logistic partner complies (seller and its logistics partner hereinafter collectively referred to as the “Parties”) with the following Code of Conduct at all times. Mayze reserves the right to blacklist the Seller or to make Seller pending if found violating any of the below. Seller must comply with all applicable laws and regulations (“applicable laws and regulations”). Mayze has no tolerance for bribery or corruption in any aspect of its business. Mayze policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement or money laundering. Mayze is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards. Parties shall not participate in, facilitate or permit any form of corruption, bribery, kickback, extortion, embezzlement or money laundering, whether with respect to public officials or to any other person. Parties shall comply strictly with all applicable laws and regulations and with Mayze policy set forth herein.


Seller shall respect the intellectual property rights of others and shall comply with applicable laws and regulations related to patents, copyrights, trademarks and trade secrets. Seller shall safeguard Mayze confidential and proprietary information. This obligation includes using commercially reasonable means to safeguard information technology systems on which Mayze information is stored or transmitted. In addition, Parties shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.

1.   Compliance with Applicable Laws and Anti-Bribery

2.   No Discrimination or Harassment

3.   Safe Work Environment

4.   Intellectual Property

5.   Confidential and Proprietary Information

6.   Additional Obligations

7.   Parties shall ensure that its personnel provide service with reasonable skill and care to ensure delightful customer experience.

8.   The personnel appointed by the Parties to deliver the shipment (“Personnel”) should carry his identity card containing his/her photo and police helpline number prominently displayed.

9.   The Personnel under no circumstances shall:

a.    Contact customer beyond the provision of delivery services;

b.   Misbehave with customer while delivering shipment;

c.    Misuse or share any information provided by the shipper;

d.   Harass / stalk / bully customers through email, messages, call or any online or offline medium;

e.    Be involved in loss or theft of goods and cash;

f.    Provide wrong update on shipment and pick up status;

g.   Be rude with the customers; and/or

h.   Violate the delivery terms.

i.     Take any kind of unwarranted allowances such as tips from the buyers.

 

12.19  Change in Policy: The Site created and controlled by www.mayze.co.in `reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information and/or intimation to the customers or users of the services. Travel agent are bound to understand the terms and conditions before accessing to www.mayze.co.in and using the service provided by Mayze. Merchant anytime use of the site after the revising the terms and conditions will be consider as Merchant acceptance of the said revised terms and conditions in same manner done earlier at the time of registration on website of E-commerce platform.

 

12.20  DISCLAIMER: THIS DISCLAIMER SHALL BE APPLICABLE TO ANY PERSON, COMPANY, INDIVIDUAL OR ENTITY WHO HAS ENTERED INTO THIS MERCHANT AGREEMENT AND OTHER RELATED SERVICES PROVIDED HEREIN. THE INFORMATION CONTAINED IN THESE TERMS AND CONDITIONS HAVE BEEN PROVIDED SPECIFICALLY FOR THE PURPOSE OF OFFERING THE SERVICES MENTIONED IN THIS MERCHANT AGREEMENT AND THE SAME IS ACKNOWLEDGED AND DULY SIGNED BY PARTIES. MAYZE DOES NOT HAVE ANY METHOD TO ASSESS OR VERIFY THE VERACITY OF INDIVIDUAL'S OR ENTITY'S OR THIRD PARTY'S PRODCUCT AND SERVICES WHICH ARE OFFERED UNDER THIS AGREEMENT. WWW.MAYZE.CO.IN WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, SERVICE, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. TRAVEL AGENT EXPRESSLY AGREE THAT TRAVEL AGENT USE OF THIS SITE IS AT TRAVEL AGENT SOLE RISK.

 

 

 

WHEREAS IT IS HERBY CONCLUDED AS FOR THIS E-AGREEMENT –

 

THIS  E-AGREEMENT SHALL BE EFFECTIVE ON THE DATE OF ONLINE REGISTRATION BY THE TRAVEL AGENT ON WEBSITE WWW.MAYZE.CO.IN. WITH EFFECT OF DISCLAIMER ON WEBSITE, THE TRAVEL AGENT ABIDE HIMSELF FOR THE EFFECTUATION OF TERMS AND CONDITIONS SET OUT BY THE MERCHANT FOR USING E-COMMERCE PLATFORM AND ACKNOWLEDGED HEREBY TO READ THIS AGREEMENT.