Partner T & C

Partner T & C

Terms of Use

1. These terms of use (the "Terms of Use") govern your use of our website www.drcycle.in (the "Website") and our “Dr. Cycle” application for mobile and handheld devices (the "App"). The Website and the App are jointly referred to as the “Platform”. Please read these Terms of Use carefully before you use the services. If you do not agree to these Terms of Use, you may not use the services on the Platform and uninstall the App. By installing, downloading or mere using the Platform, you shall be contracting with Dr. Cycle and you signify your acceptance to the Terms of Use and Dr. Cycle Policies (including but not limited to Privacy Policy being incorporated by reference herein) which takes effect on the date on which you download, install or use the Services (hereinafter defined), and create a legally binding arrangement to abide by the same.

2. The Platform is operated and owned by 24 Spokes Online Services LLP a company incorporated pursuant to section 12(1) of the Limited Liability Partnership Act, 2008. with its registered office at L-2/22, Cassia Marg, DLF Phase 2, Gurgaon. For the purpose of these Terms of Use, wherever the context so requires ‘You’ or “User” shall mean any natural or legal person who has agreed to become a service provider or seller(Merchant/s) on the Platform by providing Registration Data while registering on the Platform as Registered User using the computer systems. "Dr. Cycle", "we", "us" or "our" shall mean 24 Spokes Online Services LLP.

3. Dr. Cycle enables transaction between participant Merchants and buyers, dealing in providing services and sales for cycles ("Platform Services"). The buyers ("Buyer/s") can choose and place orders ("Orders") from variety of products listed and offered for sale by various merchants including but not limited to the service centres or cycle stores("Merchant/s"), on the Platform and Dr. Cycle enables logistics and other delivery of such orders at select localities of serviceable cities across India ("Delivery Services") hereinafter both Platform Services and Delivery Services are collectively referred to as ("Services").

4. Terms of Use: These Terms of use are subject to modifications, we reserve the right to modify or change the Terms of Use and Dr. Cycle policies at any time without notice posting changes on the Platform and you shall be liable to update yourself of such changes, if any, by accessing the changes on the Platform. You shall, at all times, be responsible for regularly reviewing the Terms of Use and the Dr. Cycle Policies and note the changes made on the Platform. Your continued usage of the services after any change is posted constitutes your acceptance of the amended Terms of Use and Dr. Cycle Policies.

 

5. Use of Platform and Services

a. All commercial/contractual terms are offered by and agreed to between Buyers and Merchants alone. The commercial/contractual terms include without limitation price, applicable taxes, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. Dr. Cycle does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Buyers and Merchants.

b. Dr. Cycle does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc) of any of its Users. You are advised to independently verify the bona fides of any particular User that You choose to deal with on the Platform and use Your best judgment in that behalf.

c. Dr. Cycle is not responsible for any non-performance or breach of any contract entered into between Buyers and Merchants on the Platform. Dr. Cycle cannot and does not guarantee that the concerned Buyers and/or Merchant will perform any transaction concluded on the Platform. Dr. Cycle is not responsible for unsatisfactory or non-performance of services or damages or delays as a result of products which are out of stock, unavailable or back ordered.

d. Dr. Cycle is operating an online marketplace and assumes the role of facilitator, and does not at any point of time during any transaction between Buyer and Merchant on the Platform come into or take possession of any of the products or services offered by Merchant. At no time shall Dr. Cycle hold any right, title or interest over the products nor shall Dr. Cycle have any obligations or liabilities in respect of such contract entered into between Merchant and Buyer.

e. Dr. Cycle is only providing a platform for communication and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between the Merchant and the Buyer. Merchant shall alone be liable for redressing the Buyer complaints, including but not limited to the disputes in relation to quality or quantity of the Products and taxes, being overcharged or wrongly charged under its invoice.

f. Please note that there could be risks in dealing with underage persons or people acting under false pretence.

g. You agree, undertake and confirm that Your use of Platform shall be strictly governed by the following binding principles:

  1. You shall not host, display, upload, download, modify, publish, transmit, update or share any information which:

      1. shall not be false, inaccurate or misleading;

        • shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

        • shall not create liability for us or cause us to lose (in whole or in part) the services of Our internet service provider ("ISPs") or other suppliers;

      2. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any criminal offence or prevents investigation of any offence or is insulting any other nation.

      3. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;

      4. impersonate another person;

      5. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

      6. violates any law for the time being in force;

      7. infringes any patent, trademark, copyright or other intellectual property rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;

      8. harm minors in any way;

      9. refers to any website or URL that, in Our sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms of Use.

      10. interferes with another USER's use and enjoyment of the Platform or any other individual's User and enjoyment of similar services;

      11. solicits gambling or engages in any gambling activity which is or could be construed as being illegal;

      12. engages in commercial activities and/or sales without Our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of products related to the Platform. Throughout this Terms of Use, Dr. Cycle's prior written consent means a communication coming from Dr. Cycle’s legal department/head office , specifically in response to Your request, and expressly addressing and allowing the activity or conduct for which You seek authorization;

      13. tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

      14. contains video, photographs, or images of another person (with a minor or an adult).

      15. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

      16. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;

      17. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

      18. promotes an illegal or unauthorized copy of another person's copyrighted work (see "Copyright complaint" below for instructions on how to lodge a complaint about uploaded copyrighted material), such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

      19. infringes upon or violates any third party's rights [including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity];

      20. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

      21. involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";

      22. harasses or advocates harassment of another person;

      23. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;

      24. is misleading or misrepresentative in any way;

      25. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, slanderous, criminally inciting or invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

      26. belongs to another person and which You do not have any right to;

ii. You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. We reserve Our right to bar any such activity.

iii. You shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, "password mining" or any other illegitimate means.

iv. You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other customer, including any account on the Platform not owned by You, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Platform.

v. You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about us or the brand name or domain name used by us including the terms Dr. Cycle, or otherwise engage in any conduct or action that might tarnish the image or reputation, of Dr. Cycle or Merchant on platform or otherwise tarnish or dilute any Dr. Cycle's trade or service marks, trade name and/or goodwill associated with such trade or service marks, trade name as may be owned or used by us. You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Dr. Cycle's systems or networks, or any systems or networks connected to Dr. Cycle.

vi. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person's use of the Platform.

vii. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to us on or through the Platform or any service offered on or through the Platform. You may not pretend that You are, or that You represent, someone else, or impersonate any other individual or entity.

viii. You may not use the Platform or any content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Dr. Cycle and / or others.

ix. You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time and also all applicable Domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in Force) and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to Sales Tax/VAT, Income Tax, Octroi, Service Tax, Central Excise, Custom Duty, Local Levies) regarding Your use of Our service and Your listing, purchase, solicitation of offers to purchase, and sale of products or services. You shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force.

x. You shall be solely responsible for ensuring taxes are charged in accordance with applicable laws. Any liability or claim that may arise in this respect shall be wholly borne by You. Dr. Cycle expressly disclaims any liability in this regard.

xi. In order to allow us to use the information supplied by You, without violating Your rights or any laws, You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, database rights or any other rights You have in Your Information, in any media now known or not currently known, with respect to Your Information. We will only use Your information in accordance with the Terms of Use and Privacy Policy applicable to use of the Platform.

xii. From time to time, You shall be responsible for providing information relating to the products or services proposed to be sold by You. In this connection, You undertake that all such information shall be accurate in all respects. You shall not exaggerate or overemphasize the attributes of such products or services so as to mislead other Users in any manner.

xiii. You shall not engage in advertising to, or solicitation of, other Users of the Platform to buy or sell any products or services, including, but not limited to, products or services related to that being displayed on the Platform or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Platform. It shall be a violation of these Terms of Use to use any information obtained from the Platform in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than Us without Our prior explicit consent. In order to protect Our Users from such advertising or solicitation, We reserve the right to restrict the number of messages or emails which a user may send to other Users in any 24-hour period which We deem appropriate in its sole discretion. You understand that We have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Platform) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, We can (and You hereby expressly authorize Us to) disclose any information about You to law enforcement or other government officials, as we, in Our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.

xiv. We reserve the right, but have no obligation, to monitor the materials posted on the Platform. Dr. Cycle shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE PLATFORM AND IN YOUR PRIVATE MESSAGES. Please be advised that such Content posted does not necessarily reflect Dr. Cycle views. In no event shall Dr. Cycle assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Platform. You hereby represent and warrant that You have all necessary rights in and to all Content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

xv. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related products or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Platform.

xvi. It is possible that other users (including unauthorized users or "hackers") may post or transmit offensive or obscene materials on the Platform and that You may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about You due to your use of the Platform, and that the recipient may use such information to harass or injure You. We do not approve of such unauthorized uses, but by using the Platform You acknowledge and agree that We are not responsible for the use of any personal information that You publicly disclose or share with others on the Platform. Please carefully select the type of information that You publicly disclose or share with others on the Platform.

xvii. Dr. Cycle shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group/s of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services), Hacking, Pen Testing attempts without our prior consent or a mutual legal agreement.

 

6. TERMS AND CONDITIONS OF SERVICE

  1. The Merchant represents, warrants and covenants that:

    1. it shall at all-time offer services and spares/accessories that are best quality and fit for the cycle under consideration.

    2. it holds, at all times during the availing of Services, all licenses and/or consents necessary under all applicable statutes and regulations, for it to carry out its business and upon request shall provide the details of its documents to Dr. Cycle;

    3. it shall at all times adopt and maintain, according to industry standards, manufacturing and hygiene standards and practices, hazard analysis and critical control point and such other practices as may be applicable to its business;

    4. it has full power and capacity to enter into and perform its obligations under this terms and has taken all necessary corporate and other actions to authorise the execution and performance thereof, mere use of the Platform and Services will constitute valid and binding obligations on and against it, in accordance with its terms;

    5. it is the sole author of, owns or otherwise controls all content provided to Dr. Cycle, or has been granted the right to use such content / information (including service/product list and its pricing) from the rights holder and does not violate or infringe the rights of any third party or applicable laws;

    6. it shall be solely liable for the quality of all its products, including all spares and accessories provided to the user, and of the quality of service conducted on the cycles

  2. The Merchant shall be solely responsible for reviewing information on the Platform and shall ensure that all information manifested /advertised are up to date and in accordance with applicable law. The Merchant shall update all such information and inform Dr. Cycle about the same in accordance with this AGREEMENT. Dr. Cycle shall not be liable or responsible in any way for any change in services/prices by the Merchant.

  3. Dr. Cycle shall determine to provide the aforesaid services within the areas as it deem fit. Dr. Cycle reserves the right to add or remove areas to improve its Services. Merchant shall be solely responsible to reimburse and/or absolve the cost of Orders for which Buyers have either refused to pay for or have claimed a refund for reasons that are solely attributed to Merchant (“Disputed Orders”), including but not limited to,

    1. Customer’s expectations not being met or customer dissatisfaction with regard to the quality of services/items/products supplied by the Merchant.

    2. Wrong items, like spares of accessories, used.

    3. Poor packaging

    4. Missing items/services in the order

    5. Damage caused to the User’s cycle/s on account of incorrect use of tools or imperfectly trained technicians.

    6. For consent not taken from buyer for providing services or items not booked upfront by the buyer.

  4. Dr. Cycle shall perform logistics Services on best efforts basis at all time, and at liberty to choose from the means for the pick-up and delivery of the Orders placed by Buyers on the Dr. Cycle Platform at its sole discretion.

  5. Dr. Cycle shall perform Platform Services on best effort basis and as mutually agreed upon with no liability. Dr. Cycle shall not assure Merchant/s that the Buyer/s will place Orders against the respective Merchant/s. The Merchant shall be solely responsible for the display the name, image of the items / products, which shall be listed for the Buyers to choose from.

it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Prevention of Corruption, Act 1988 ("Relevant Requirements");

  1. Notwithstanding this Terms and Conditions of Service, Dr. Cycle reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach by the Merchant which includes, but is not limited to, the following instances;

    1. Customer complaints received by Dr. Cycle which are directly or indirectly attributable to the quality of service provided by the Merchant either through poor ratings, as defined by Dr. Cycle, through calls placed with Dr. Cycle or through any other means.

    2. Non-adherence to Dr. Cycle’s delivery schedules and timelines that has been represented for products on the Dr. Cycle Platform;

    3. Misbehavior with Dr. Cycle’s representatives/personnel;

    4. Inclusion of marketing or promotional material belonging to competitors in Orders delivered by Dr. Cycle’s Personnel; or

    5. Breach of the representations and warranties of the Merchant;

    6. Any other material breach of the terms.

  2. Each Party hereby grants to the other Party a non-exclusive, non-transferable, worldwide, royalty free right to use, copy, publish and display the other Party’s trademarks, logos, name, menu and related information solely in connection with the promotion and marketing of the collaboration between Dr. Cycle and the Merchants and related purposes, including for publishing on the Platform.

  3. It shall be liable for payment of costs associated with repeat logistics for the same cycle on account of service/product quality complaints from the User. The amount for each repeat logistics will be as per Annexure II of this agreement or as communicated by Dr. Cycle from time to time.

  4. It shall not use the labels, trademarks, branding or any other collaterals of any third-party, including but not limited to Dr. Cycle’s direct competitors, for deliveries made using Dr. Cycle Services.

  5. It shall use/display, in accordance with Dr. Cycle’s instructions, all the collaterals and other materials supplied by Dr. Cycle in relation to all Orders delivered through Dr. Cycle; and

  6. It shall ensure that every care is taken of the customer’s cycle and associated accessories/spares while the cycle is at the merchant’s premises.

  7. it shall process and execute the Orders promptly and within the stipulated service level timelines, as follows;  

    • The delivery personnel must not have to wait for beyond fifteen(15) minutes for dropping of cycle or taking pickup of cycle at the Merchant’s location.

    • it shall be solely liable for delays in the delivery of Orders and/or repeat deliveries undertaken for reasons attributable to the Merchant, and the Merchant undertakes to keep Dr. Cycle fully and effectively indemnified against the same. 

  8. it shall not use alternate means (including but not limited to phone/emails/SMS) to connect with the Buyer using Dr. Cycle Platform, to take Orders and thereby circumventing the Platform transaction

  9. it shall adhere to and comply with delivery schedules and timelines that has been represented for products/services on the Platform;

Dr. Cycle shall resume provision of Services to the Merchant at its own discretion.

  1. Merchant can terminate this contract providing 15 (fifteen) days’ prior written notice to Dr. Cycle. Dr. Cycle shall delist the Merchant at the end of 15th Day. Upon termination in accordance with the terms hereof, Merchant shall only be required to service Orders already placed through Dr. Cycle prior to such expiry or earlier termination of this MOU, and Dr. Cycle shall be entitled to receive Service Fee for such Orders.

  2. The Merchant acknowledges that all Services offered by Dr. Cycle on the Dr. Cycle Platform are non-exclusive in nature.

 

7. Your Eligibility

The use of the Platform is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Platform. If you are a minor i.e. under the age of 18 years, you shall not register as a seller on the Platform, transact or use the Platform. Dr. Cycle reserves the right to terminate your registration and/or refuse you access to the Platform if it is brought to Dr. Cycle’s notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorized by the business entity to accept the Agreement and you have the authority to bind the business entity to the Agreement.

 

8. Your Account and Registration Obligations

If you use the Platform, you shall be responsible for maintaining confidentiality of your display name, login and password details and all activities that occur with the use of your display name, login and password details. You agree that if you provide any information which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the Agreement, we shall have the right to indefinitely suspend, terminate or block you from accessing the Platform. Your registration with Dr. Cycle as a Merchant is exclusively for your use to gain access to the Platform and are is strictly not transferable.

 

9. Communications

When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.

 

10. Dr. Cycle Partner App & Use

When/where applicable, Merchant shall be granted access to Dr. Cycle Partner Application for hand held devices and the Merchant shall;

  1. Manage real time status of item stock/inventories and restaurant operations

  2. Communicate with Dr. Cycle service operator through the phone call and/or SMS.

  3. in case it declines Orders through the Tablet / Mobile provided however, then it shall not use alternate means (phone/ emails) to connect with the Customer in parallel to take Orders and thereby circumventing the process;

  4. ensure it has a functional Tablet / Mobile with the Dr. Cycle Partner Application at all times in Order to receive and confirm Customer Orders and provide estimates of delivery times

 

11. Disclaimer:

  1. To the fullest extent permitted by law, Dr. Cycle and its affiliates, and each of their respective officers, founders, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Agreement, the Dr. Cycle Services and any use thereof, including, without limitation, the implied warranties of Merchant ability, fitness for a particular purpose and non-infringement. Dr. Cycle makes no warranties or representations about the accuracy or completeness of the Platform's or the Dr. Cycle services' content or the content of any other websites linked to the Platform, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Merchant's access to and use of the Platform and the Dr. Cycle services, (c) any unauthorized access to or use of Dr. Cycle servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the Platform or otherwise with respect to the Dr. Cycle Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or the Dr. Cycle services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform or the Dr. Cycle services.

  2. Dr. Cycle disclaims any and all liability for direct, indirect, incidental, special, consequential, punitive or other similar damages that may arise due to any deficiency in the Orders attributable to the Merchant, any malfunction or error on Dr. Cycle by the Merchant including but not limited to, technical errors, delays, omissions, inaccuracies in the content provided.

 

12. Confidentiality

Each Party agrees that during the course of this Agreement, information that is confidential and of substantial value to the other Party may be disclosed to the other Party. Such information may include, but is not limited to, unpublished software code, technical processes, product designs, financial information, business plans, or material related to advertising or marketing. All such information shall be confidential and shall be kept confidential by both Parties throughout the Term and for a period of 2 (two) years thereafter.

 

13. Intellectual Property

  1. Only the intellectual property rights owner can report potentially infringing products or listings by way of Notice of infringement in the specified format. If you are not the intellectual property rights owner, you can still help by getting in Agreementch with the rights owner and encouraging them to contact us.

  2. Dr. Cycle respects third party intellectual property rights and will facilitate intellectual property owners to easily report listings that infringe their right to ensure that infringing products are removed from the site, as they erode Buyer and good Seller trust.

  3. Each Party owns all right, title and interest in their respective trade names, service marks, inventions, copyrights, trade secrets, patents, and other intellectual property (“Intellectual Property”). This Agreement does not constitute a license or a right to use to a Party’s Intellectual Property other than expressly set out in this Agreement. You and we acknowledge that, in the event of any Third Party claim that the Platform or your possession and use of the Platform infringes that Third Party’s intellectual property rights, we, not the relevant Operator, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

Note: Dr. Cycle does not and cannot verify that Merchants have the right or ability to sell or distribute their listed products. However, Dr. Cycle is committed to ensure that item listings do not infringe upon intellectual property rights of third parties once an authorized representative of the rights owner properly reports them to Dr. Cycle.

 

14. Indemnity

You agree to defend, indemnify and hold harmless Dr. Cycle, its affiliates and its and their respective officers, founders, directors, employees and agents from and against all actions, third party civil and criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorney’s fees, arising out of or relating to the Orders, services or offers supplied by the You, or arising out of or relating to your content listed on the Platform.

 

15. Limitation of Liability:

For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement. Dr. Cycle does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Dr. Cycle shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Dr. Cycle will use its best endeavours to ensure that the unintentional operational errors do not occur, Dr. Cycle cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Dr. Cycle’s aggregate liability under this Agreement and respective AGREEMENT shall not exceed the total value of a Disputed Order.

 

16. No Waiver:

No failure or delay by any Party in exercising any right, power or remedy under this Agreement or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

 

17. Relationship

The Parties agree that nothing in this terms shall be construed as creating the relationship of employer and employee, master and servant or principal and agent or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and their respective contractors/employees. Dr. Cycle is, and shall remain an independent contractor with respect to their performance hereunder and shall have no right or authority to assume or create any obligation, express or implied on behalf of the Merchant and vice versa.

 

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 (thirty) days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. Subject to the foregoing, the courts at Gurgaon shall have exclusive jurisdiction.

 

19. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

 

20.Notice:

All notices under this AGREEMENT shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below;

 

24 Spokes Online Services LLP

Reg Office: L-2/22, Cassia Marg, DLF Phase 2, Gurgaon,

Time: 9.30 AM to 5.30 PM during Monday to Friday

 

If the Merchant notices any discrepancy in the Settlement of Collections, the Merchant may raise a ticket by writing an email to partnersupport@drcycle.in and the same will be mutually resolved by both parties within 15 (fifteen) days from the date on which the ticket was raised.

 

Payment Terms:

Definitions:

    • The term Merchant Cancellation shall mean the Order cancelled by the Merchant due to failure to fulfill as a result of unavailability of the product/s or technician/s in an Order or closure of the Merchant’s outlet or any other reason attributable to the Merchant. Dr. Cycle shall be entitled to charge and the Merchant shall pay to Dr. Cycle, the Service Fee with respect to such cancelled Order.

    • The term “Disputed Order/s” shall mean those Orders for which Customers have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant, including but not limited to, Customer’s expectations not being met or Customer dissatisfaction in relation to, inter alia, the quality of the products or services, undelivered or delayed Orders, discrepancy in the product delivered which is not in accordance with the Order placed and/or those Orders for which Customer requests for a replacement.

    • The term “Successfully Delivered Order” shall mean Orders for which Collections have been made.

    • The term Platform Service Fee shall mean fee for Platform Services provided and shall include listing fee, logistics fee and lead generation fee.

    • The term “System Value” shall mean the aggregate of the following as stored in Dr. Cycle’s database (i) the items included in each Order as calculated on the basis of the price, rates and features of items listed in the service menu; (iii) GST, service tax, value added tax and other such taxes as applicable,

 

  1. Dr. Cycle shall not be liable to pay for a Disputed Order. Dr. Cycle shall reserve the right to recover amount paid to customers as instant gratification for any reason attributing to the Merchant in the event, the Customer raises any complaint in relation to, inter alia, the quality of the products/services, unfinished service Orders, discrepancy in the product delivered which is not in accordance with the Order placed, and Dr. Cycle has given a refund of the Order amount to the Customer for such Order or where the Customer has refused to pay for the Order. In case the Customer requests for a replacement of such Order, the Merchant shall be liable to provide the replacement of the Order free of cost. Such event the Dr. Cycle shall be entitled to recover from Merchant the Service Fee from the collections. Dr. Cycle undertakes, on a best effort basis, to employ strong controls to prevent any misuse by the Customer under this clause.

  2. In the event of any change to the System Value the Merchant shall inform Dr. Cycle of such change at least 4 working (four) days in advance of effecting such changes. The System Value (as defined below) will be deemed to be updated with the changes as communicated by the Merchant on the 5th (fifth) working day from the date of receipt of such written communication by Dr. Cycle. It is however clarified that for the purpose of determining the value of an Order, only the System Value, as updated in accordance with this clause, shall be considered as the final value. Dr. Cycle shall not be liable or responsible in any way for any change in menus by the Merchant, except to the extent already informed by the Merchant to Dr. Cycle in accordance with this clause.

  3. Upon the expiry or earlier termination of this Agreement in accordance with the terms hereof, Dr. Cycle and the Merchant shall only be required to service Orders already placed through Dr. Cycle prior to such expiry or earlier termination, and Dr. Cycle shall be entitled to receive payments for such Orders in accordance with this Payment Terms.

  4. Dr. Cycle shall collect the payments against undisputed Orders from the Customers (the “Collections”) and settlement of the Collections shall occur on a weekly basis (the “Settlement Period”) and shall be remitted to the Bank account of the Merchant. Dr. Cycle shall be entitled to make the following deductions from the Collections: (i) Service Fees for the applicable Settlement Period, including Service Fees for Disputed Orders and Service Fee excluding Delivery Service Fee for Merchant Cancellation; (ii) GST on the applicable invoice; (iii) any amount paid to Customers as instant gratification and/or refund for Disputed Order upto the Order value; (iv) Call Centre Service Fees(if applicable), and (v) any merchant sponsored trade discount, carousel fees and such other charges as maybe mutually agreed by both parties from weekly pay-outs.

  5. Dr. Cycle shall charge Merchant/s Service Fee (‘Service Fees’) for the Services provided. The Merchant shall pay Service Fees to Dr. Cycle as agreed between the Parties under Annexure II, more fully defined therein and any amendment thereto. The Service Fees exclude applicable GST, which shall be charged additionally to the Merchant at the prevailing rates.

 

Mode of Payment

  1. Dr. Cycle shall raise invoices for the Service Fees for the applicable Settlement Period, and the applicable Service Fees shall be deducted from the Collections. The balance Collections shall be remitted by Dr. Cycle to the Merchant at the end of the Settlement Period.

  2. Settlement of the Collections shall occur on a weekly basis to allow for adjustments towards Disputed Orders (the “Settlement Period”) subject to deductions specified hereinabove. If the Settlement Period falls on a bank holiday, it shall be deemed to be the following working day.