Business Partner Terms

Onedios is the brand of Onedios Services Pvt. Ltd., a company incorporated under the laws of India, having its registered office at Suite 102, Floor-1, Procapitus Business Park, D247/4A, Sector 63, Noida, Gautam Buddh Nagar-201309, Uttar Pradesh, India (“Company” or "we", "us", or "our", or any variation thereof).

The Company facilitates product and warranty services through its website ‘onedios.com’ (“Website”) and mobile applications namely ‘Onedios’, and ‘Onedios Business Partner App’ (collectively referred to hereinafter as “Apps”). The Website and the Apps shall be collectively referred to as “Platform”.

These dealer terms (“Dealer Terms”) shall be read along with the Dealer Agreement and shall apply to the Services in accordance with the terms of the Dealer Agreement. These Dealer Terms together with the Dealer Agreement form the entire contract between the Dealer and us. If anything in the Dealer Terms is inconsistent with the Dealer Agreement, the Dealer Terms shall take precedence, unless the Dealer Agreement specifically amends any of the terms set out herein.

These Dealer Terms 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.

1. DEFINITIONS AND INTERPRETATION

1.1. For the purposes of these Terms, the capitalized words shall have the meaning as set out herein:

(a) “Agreement” means these Dealer Terms read along with the Dealer Agreement;

(b) “Confidential Information” includes the terms of the Dealer Agreement and all confidential and proprietary information of the Company and the Dealer, including without limitation all business plans, product plans, financial information, software, designs, and technical, business and financial data of any nature whatsoever. Confidential Information does not include information that is (a) rightfully in the recipient’s possession without obligation of confidentiality prior to receipt from the disclosing party, (b) a matter of general public knowledge through no fault of the recipient, (c) rightfully furnished to the recipient by a third party without restriction on disclosure or use, or (d) independently developed by the recipient without use of or reference to the disclosing party's Confidential Information;

(c) “Commission” means the amount of commission payable by the Company to the Dealer as set out in the Dealer Agreement;

(d) "Dealer” means our dealer engaged via the execution of the Dealer Agreement;

(e) “Dealer Agreement” means the dealer onboarding agreement signed physically between our Dealer and us, along with all annexures and schedules, as may be amended from time to time;

(f) “Dealer Products” shall mean the products sold by the Dealer from its physical store or online platform;

(g) “Deliverables” means any documents, whether physical or digital, and data provided to the Dealer from time to time;

(h) “Intellectual Property” or “IP” means any and all intellectual and industrial property rights, now in force or that may come into force in the future, in any part of the world, whether or not registered or registerable and includes all applications and rights to apply for registration (and renewals and extensions of any registration) or such rights including rights in or in connection with Confidential Information, business or trade secrets, know-how, inventions, patents (including supplementary protection certificates), copyright, trademarks, service marks, business or trade names, design rights, topography rights, database rights, together with all other rights of a similar or corresponding character or nature;

(i) “Product(s)” shall mean and include extended warranties, AMCs, accessories and such other products that the Company may provide on its Platform for sale to the end customer from time to time;

(j) “Product Sale Price” means the sale price for each Product

(k) “Services” means the services to be provided by the Company as per the terms set out in the Dealer Agreement;

1.2. The Company and the Dealer shall collectively be referred to as “Parties” and individually as “Party” hereinafter.

2. PROVISION OF SERVICES

Accepting the terms of this Agreement shall mean that the Company shall grant access to its Platform to the Dealer on a non-sublicensable, non-transferable, non-exclusive basis, solely for the commercial use by the Dealer.

The Company shall provide Services to the Dealer and necessary support from time to time during the Term to aid the usage of the Platform by the Dealer.

Any changes in the Services shall only be valid and effective as per the mutually agreed terms between the Company and the Dealer in writing.

3. PAYMENT TERMS

3.1. The Company shall pay the Commission to the Dealer in the following manner:

(a) For every sale of the Products made by the Dealer, the Dealer shall be entitled to receive Commission as per the terms of the the Dealer Agreement;

(b) The Dealer shall ensure that at all times prior to making any sale of the Products to the end customer, the Dealer shall have a ledger balance equal to or in excess of the Product Sale Price less the commission amount or purchase price as the case may be

(c) The payments payable under this Agreement shall be exclusive of applicable national, state, or local sales or use taxes or Value Added Tax, Service Tax, or Goods and Services Tax.

4. OBLIGATIONS OF THE DEALER

4.1. The Dealer shall ensure:

(a) to collect all mandatory data and information from the customer as prescribed by the respective brand for selling/consumption of their appliance and input details of the customer, the appliance, the warranty, and the payment details in the Platform;

(b) upload all invoices with details of Products and Dealer Products on the Platform within 1 (one) day of the transaction;

(c) the details of the end customers entered into the Platform are accurate and complete;

(d) the end customer is apprised of any discounts or schemes, as may be applicable from time to time.

5. TERM AND TERMINATION

5.1. These Dealer Terms shall be read in consonance with the Dealer Agreement, and shall be valid for the Term of the Dealer Agreement unless terminated earlier in accordance with Clause 5.2 or Clause 5.3 below.

5.2. Either Party may terminate the Agreement, without assigning any reason but by providing written notice of 30 (thirty) calendar days of such intention to the other Party.

5.3. Either Party may forthwith terminate the Agreement if (a) the other Party breaches any of its obligations hereunder and the breaching Party fails to cure such breach within 10 (ten) business days' after receiving written notice of the breach from the non-breaching Party, or (b) either Party is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is admitted by the court; or (c) the performance of either Party’s obligations under the Agreement may be in violation of any applicable laws.

5.4. The Dealer shall be liable to remit the sums due to the Company till the date of termination.

6. CONFIDENTIALITY

The recipient of any Confidential Information shall not divulge Confidential Information received from the disclosing party to any person who does not need to know it and shall prevent its disclosure to or access by any third party without the prior written consent of the disclosing party. This obligation will survive for 1 (One) year after the termination of the Agreement. The recipient may, however, disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party prior written notice to permit the disclosing party to contest such disclosure. Neither Party shall make use of any Confidential Information other than for the purposes of this Agreement.

The recipient shall return all the Confidential Information and proprietary information which is owned by the disclosing party. In an event, the recipient has copies of the Confidential Information and proprietary information in a form which that can’t be returned to the disclosing party, the recipient agrees that it shall destroy all such records of the Confidential Information and provide a written communication to the disclosing party, of such destruction.

7. INTELLECTUAL PROPERTY

The Platform is a patented application and constitutes the Company’s Intellectual Property. Where logins, modules, apps, or any other IP is a part of the Service delivery to the Dealer, then the Company shall own the Intellectual Property rights in the Deliverables and any materials created under the Agreement, and the Dealer shall have a non-exclusive, non-transferable license to use the Deliverables for its internal purposes.

Nothing in these Dealer Terms provides any right, title, or interests of a license, assignment, or ownership in the Intellectual Property rights of either Party, other than as specified expressly under the Dealer Agreement.

8. DATA PROTECTION

8.1. The Dealer hereby agrees that the Company may process its employees, contractors, clients and other individuals’ personal data for the purposes of (a) providing the Services, (b) maintaining our administrative or client relationship management systems, including the use of information technology outsourcing providers, (c) quality and risk management reviews, and (d) providing the Dealer electronically or otherwise with information about the Company and its Services.

8.2. Where the Company acts as a data processor, it will act only on the Dealer’s lawful instructions and will comply with the relevant laws and keep such data confidential and secure.

9. MATERIAL AND MARKETING

9.1. The Company shall retain copies of all materials relevant to the Services, including any materials given to the Company by the Dealer or on Dealer’s behalf. The Dealer shall treat all this material confidential and shall not share it with any other person.

9.2. The Dealer warrants that the materials or content provided to the Company (including but not limited to brand logos and product images):

1. (a) Will not breach any rights (including Intellectual Property rights or moral rights) of any third party;


2. (b) Will not compromise the security or operation of our computer systems, through a virus or otherwise;


3. (c) May be used by us on our platform, website, and other promotional material.

9.3. The Dealer indemnifies and agrees to keep the Company, its directors, officers, and employees indemnified, against all loss arising out of the breach of any rights (including Intellectual Property rights and moral rights) of any third party in connection with materials or content supplied by the Dealer to the Company.

9.4. The Dealer hereby provides consent for the Company to use its brand logo, product images, etc. in our marketing material (including but not limited to print advertisements, digital advertisements, websites, etc.)

9.5. The Dealer agrees to display the ‘OneDios’ logo and information about affiliation with the Company at a prominent place on its online platform.

10. LIABILITY

10.1. The Dealer agrees that the Company will not be liable for loss or corruption of data from systems, loss of profit, goodwill, business opportunity, anticipated savings or benefits, or indirect or consequential loss. The Dealer agrees that the Company shall be liable only in event of any actions or omissions by the Company.

10.2. The Company shall not be liable to anyone, other than the Dealer, in connection with the Services and Deliverables, unless otherwise agreed by the Company in writing. The Dealer agrees to reimburse the Company for any liability (including legal costs) that the Company incurs in connection with any claim by any customer other than in relation to the Services.

10.3. Subject to applicable laws, in no event shall the Company’s liability for any and all causes of action brought by the Dealer or any other entity claiming through the Dealer, arising from or related to this Agreement exceed the Commission paid by the Dealer to the Company within 60 (sixty) days before the claim giving rise to such liability.

11. HELP DESK

The Dealer may report any issue/incident with the Services at the details mentioned below:

WhatsApp Number: +91 9818194752

Email ID: bpsupport@onedios.com

12. DISPUTE RESOLUTION

12.1. In the event of a dispute, the Parties will attempt to resolve it by discussion and negotiation before commencing legal proceedings.

12.2. This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. In any case, for supervisory, injunctive relief or relief of specific performance, this Agreement and any dispute arising out of this Agreement shall be subject to jurisdiction of Courts in city of New Delhi, India.

13. GENERAL

13.1. The Dealer acknowledges that the Dealer is entering into this Agreement on behalf of a company or other legal entity, and that the Dealer has the authority to bind such entity and its affiliates to this Agreement.

13.2. The contract forms the entire agreement between the parties in relation to the services. It replaces any earlier agreements, representations or discussions. No party is liable to any other party (whether for negligence or otherwise) for a representation that is not in the contract.

13.3. If any provision of this Agreement is declared invalid, illegal or unenforceable, then such provision shall be deemed to be automatically adjusted to conform to the requirements for validity at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included. If the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though the provision had never been included. In either case, the remaining provisions of this Agreement shall remain in effect unless the adjustment or deletion renders the remaining Agreement in violation of the original intent of the parties.

13.4. Unless the Agreement expressly provides otherwise, no Party may assign, transfer or deal with their rights or obligations under the Agreement without the prior written consent of the other Party.

13.5. From time to time, the Company may modify this Agreement. Unless otherwise specified by the Company, changes become effective for the Dealer upon renewal of the Dealer Agreement after the updated version of this Agreement goes into effect. The Company will use reasonable efforts to notify the Dealer of the changes through communications via Dealer’s account, email or other means.

13.6. The provisions of the Agreement which expressly or by implication are intended to survive its termination or expiry will survive and continue to bind each of the Parties including, but not limited to Clauses 5.4, 6, 7, 8, 10, 12, and 13.