Partnership Agreement with Cab Drivers  

This Partnership Agreement with Cab Drivers (the “Agreement”)  is entered into at Kolkata, West Bengal, India on the listing date. (the “Effective Date”).

BY AND BETWEEN

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.  By clicking on the “I ACCEPT” button on this electronic contract, you/user are consenting to be bound by this Agreement. Please ensure that you read and understand all the provisions of this document before you start using the IVY NEST, as you shall be bound by all the terms and conditions herein upon clicking on the “ACCEPT & CONTINUE” button on this electronic contract. If you do not agree or accept any of the Terms and Conditions contained herein, then please do not use the IVY NEST’s digital platform or avail any of the services being provided therein.

WHEREAS, the Ivy Nest is engaged in the business of accommodation and rental solutions that renders its services to the students and working professionals.

WHEREAS, the Second Party is providing a Market Place named IVY NEST through its website or app, to the Vendors or Service Providers to get their Vehicle Rental Services registered on the its App or Website to provide online booking services of Cars and Bikes or to Provide Cars and Bikes on rent to the Users/Customers.

WHEREAS, the You/User is a Legal Person or Entity and willing to registered its Vehicle Rental Services on the IVY NEST platform to render its Rental Services, and having the capacity to offer required services, or provide Cars or Bikes on rent through the IVY NEST app or website to the Users/Customers.

AND WHEREAS, the Parties are now desirous of entering into the present Partnership Agreement in order to record the terms and conditions and record the arrangement as agreed to by and between the Parties. 

NOW THEREFORE, in consideration of the promises, representations, warranties, covenants, conditions and other obligations herein and good consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

• Interpretation
  In this Agreement: words importing the singular include the plural and vice versa; words denoting the masculine gender shall include the feminine gender and neuter gender; a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); unless stated otherwise the words "include" and "including" shall be construed without limitation; all reference to statutes shall include any modification, re-enactment or extension thereof for the time being in force; a reference to a clause, annex, annexure, appendix or schedule is a reference to a clause of or an annex, annexure, appendix or schedule to this Agreement. Schedules shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. the headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation of this Agreement; a disclosure of an item in writing referring to a specific Clause of this Agreement or specific Clauses of any Schedules and/or Annexure shall be deemed to be a disclosure only for the purposes of that clause and not for the purposes of any other provision of this Agreement; and where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have the corresponding meanings.

2. Relationship of the Parties

• The Parties agree and acknowledge that the second party is an Independent Vendor and does not have any authority to enter into agreements or contracts on behalf of the Company and shall not represent that it possesses any such authority. Vendor or Second Party shall be independent in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture, or any other fiduciary relationship.

3. Representation and Warranties

• Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 
• Both the parties make the representations and warranties that the parties are not restricted by any judgment, injunction, order, decree or award from the execution, delivery, and performance of this Agreement.
• The parties have obtained all necessary permissions, licenses, authorizations from all governmental authorities which are material to the conduct and operations of the services contemplated under this Agreement.

4. Scope of the Services

• The Vendor understand and agrees to the competency and capability of the IVY NEST’s model of business. Therefore, as a consequence, the Vendor agrees to provide Cars and Bikes on rent to the Users booked through IVY NEST app or website, or its vehicle rental services through the IVY NEST App or Website to the Users as per the terms set henceforth in this Agreement.
• The Vendor also acknowledges the existence of contractual obligations between the IVY NEST and itself and therefore, agrees to bind itself with the conditions of this Agreement. The Vendor also acknowledges that it has competency and expertise to satisfactorily carry out its obligations as per this Agreement.
• Vendor acknowledges that he has obtained all the necessary license, fitness certificate, pollution certificate from authorized authorities for providing Vehicle rental services, and he has legal possession of all the vehicle to facilitates its rental services through IVY NEST. 
• The First Party shall be empowered to amend such terms of service or scope of service from time to time as per the requirement of business.
• It is hereby agreed between the Parties that IVY NEST or IVY NEST APARTMENTS shall not be responsible for any accident, death caused by or to the users or any damages caused by users of any public or private property during the performance of the vendor’s service(s) under this Agreement.
• IVY NEST is just a Market Place for vendor’s service providing. It does not own any vehicle or ownership of vehicles rented by the Vendor to the users. Vendor and users shall abide by the terms and conditions of this Agreement. In case of any disputes regarding facilitating the Vendor services after generating the QR code, such disputes shall be taken up with the users from Vendor side, IVY NEST shall not be responsible for that. 
• The Vendor understand and agrees to the competency and capability of the Company’s business. Therefore, as a consequence, the Vendor agrees to provide goods/products or vendor services as per the terms set henceforth in this Agreement.
• The Vendor also acknowledges the existence of contractual obligations between the Company and itself and therefore, agrees to bind itself with the conditions of this Agreement. The Vendor also acknowledges that it has competency and expertise to satisfactorily carry out its obligations as per this Agreement.
• The company shall be empowered to amend such terms of service or scope of service from time to time as per the requirement of business.

5. Vendor’s Obligation

• Vendors shall be solely responsible for the quality, fitness, availability, guarantee, and warranties in respect of the Vehicle or Rental Services offered through the IVY NEST app or website.
• Once the QR code is generated by the IVY NEST for facilitating the Vendor’s services, all the responsibilities shall lie with the Vendor and the vendor shall solely be responsible for the same.
• The Vendor shall not permit the Vehicle to be driven by any person who is not an Authorized Driver under this Agreement and shall make sure not to operate the Vehicle or permit it to be operated in violation of law, including but not limited to driving under the influence of alcohol or drugs, or in breach of rules and regulations of road traffic.
• The Vendor shall not give possession to the Users of any of online booked vehicle or drive or permit the Vehicle to be driven by any Users who does not hold a current valid driver’s license to operate the Vehicle. 
• Vendor shall inform the Users of the nature and fitness of the Vehicle and shall give Users appropriate brief in relation to any safety concerns or handling of hazardous risks associated with the Vehicle.
• The Vehicle shall be authenticated in nature in terms of brand name, specifications, images and fitness, running. The Vendor agrees not to provide any such description/ information regarding the Vehicle which amounts to misrepresentation to IVY NEST or Users.
• Vendor shall make sure to take the possession back of the rented vehicle from the users after the completion of rental service on the agreed return location, and will examine the condition of the vehicle before taking the possession of that vehicle. If Vehicle is not returned on the agreed date and time, Vendor reserves the right to take any action against the User necessary to regain possession of the Vehicle. 
• In case of any damage, vandalism caused to the rented vehicle during the possession of user, the Vendor is authorized to recover the damage from the User or from the security amount deposited by the user. IVY NEST shall not be responsible for such damages.

6. Fee and Payment

• The Vendor agrees to pay their tax dues as and when they arise. These may include but are not limited to any kind of Direct, Indirect, Custom, Duty or any other kind of charge that may be levied by the authorities as per the Indian Taxation Laws.
• The Vendor undertakes to provide the booked services or rental vehicle to the users/customers offered through the IVY NEST app or website at a price of set out in the IVY NEST app or website.
• IVY NEST shall be authorized to collect all the payments or fees from the Users/Customers for the Vendor’s services offered through the IVY NEST app or website.
• IVY NEST will be obliged to make a payment within 7 day of that month, after the completion of the services or after the return of the Vehicle. 
• The Vendor agrees to pay their tax dues as and when they arise. These may include but are not limited to any kind of Direct, Indirect, Custom, Duty or any other kind of charge that may be levied by the authorities as per the Indian Taxation Laws.
• If Vendor has any questions regarding fees, charges or billing, vendor shall notify IVY NEST in writing immediately. Absent of such notice, IVY NEST will have the right to assume that all invoices and billing information is correct. 
• It is agreed and acknowledged between the IVY NEST and the Vendor that all the fees, payments, charges for providing vendor’s services through IVY NEST app or website shall be payable accordingly the terms and conditions set out in the ‘Schedule 1’ of this Agreement.

7. Confidentiality

• Either Party hereby agrees and undertakes to maintain utmost confidentiality with respect to Confidential Information furnished by the Disclosing Party to the Receiving Party or which comes within the knowledge or possession of the Receiving Party or its personnel, as a result of association with the Disclosing Party under this Agreement. The Receiving Party shall take necessary precautions, acceptable to the Disclosing Party to keep the Confidential Information secret and confidential. 
• The Confidential Information shall not be used by the Receiving Party or its personnel for any purpose other than pursuant to or for the purpose of this Agreement, and, in particular, the Receiving Party shall not use the Confidential Information for its own benefit.

8. Content & Data Protection

• Content consists of all data, software, and information that Consumer or its authorized users provides, authorizes access, Use of the Service will not affect Company's ownership or license rights in such Content. The Company its affiliates, may access and use the Content solely for the purpose of providing and managing the Service. Company will treat all Content as confidential by not disclosing Content except to Company/Service Provider’s employees and contractors and only to the extent necessary to deliver the required Services.
• The Vendor hereby undertakes that it would not, under any circumstances, share or sell any data of the Company or its users that it may receive through any means via this Agreement to any third party.
• Both the Parties acknowledge that they may have access to certain Data as defined under the Definitions clause. Both the parties undertake that if any data is accessed or is made available to any of their employees, agents or contractors and any other related party, they would not store, copy, imitate, record, analyse, photograph or video graph or use any other technique that may be used to manipulate this data.  

9. Term & Termination

• Both the Parties agree that this Agreement will be effective from the date of execution of this Agreement by both Parties and shall continue to be effective till this agreement is not terminated by following the procedure mentioned herein or by due process of Law. 
• The Agreement may be terminated (i) by either party on thirty (30) days’ prior written notice if (a) there are no operative Order Forms outstanding or (b) the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period.
• In the event that the Vendor indulges into any misconduct including false/ misleading/incorrect information or providing deficient service or breach of any other terms of this agreement, the agreement may stand terminated at the option of the Company.  
• All clauses of this Agreement including this clause which are express, or which by implication are intended to survive the termination of this Agreement shall so survive and continue in full force and effect notwithstanding the termination of this Agreement.
• Both the Parties agree that this Agreement will be effective from the date of execution of this Agreement by both Parties and shall continue to be effective till this agreement is not terminated by following the procedure mentioned herein or by due process of Law. 
• The Agreement may be terminated (i) by either party on thirty (30) days’ prior written notice if (a) there are no operative Order Forms outstanding or (b) the other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period.
• In the event that the Vendor indulges into any misconduct including false/ misleading/incorrect information or providing deficient service or breach of any other terms of this agreement, the agreement may stand terminated at the option of the IVY NEST.

10. Consequences of Termination

• Upon termination of this Agreement, First Party and Second Party shall be relieved of their respective rights and obligations under the Agreement save such obligations and/or liabilities that may survive the termination in accordance with the terms hereof.
• First Party and Second Party agree to do a reconciliation of accounts and any debit or credit balance on either party shall be settled within Ten (10) days of arriving at a final understanding.
• The Vendor shall return or destroy any physical or digital copies of the Customers’ proprietary information in its possession including (but not limited to) marketing material, business plans, customer lists, and pricing information.

11. Indemnity & Limitation of Liability

• The Vendor shall indemnify and hold harmless the Company/First Party, its promoters, officers, directors, employees, affiliates, agents, sub-contractors and other representatives from any claims, demands, liabilities, suits, proceedings, penalties, costs or expenses of any kind (including, attorneys’ fees and expenses) arising out of or in connection with (i) infringement of intellectual property rights of any Party/organisation/person by the Vendor or its personnel; (ii) infringement of third party intellectual property rights by the Vendor or its personnel; (iii) violation of any applicable laws and statutory obligations by the Service Provider or its personnel; (iv) gross negligence and/or misconduct by the Freelancer or its personnel; (v)  breach of any obligation, terms, representation, warranties and covenants under this Agreement.
• Neither Party shall be liable to the other for any indirect, incidental, punitive, special, or consequential loss, damage, cost or expense including, without limitation, loss of profits, loss of data, and loss of revenues, of any kind whatsoever and however caused, whether arising under contract, tort (including negligence or breach of statutory duty) or otherwise, even if that Party has been advised of its possibility. 
• Vendor shall indemnify, defend, and hold harmless IVY NEST from and against any claim, demand, cause of action, loss, or liability (including attorney’s fees and expenses of litigation) for any property damage or personal injury arising from User’s use of Vehicle by any cause, except to the extent caused by User’s gross negligence or wilful misconduct. In no event shall IVY NEST be responsible for any indirect, special, or consequential loss or damages arising from User’s use of Vehicle, including but not limited to loss profits and loss revenue, even if informed of such damages. The provisions of this Article shall survive the termination of this Agreement with respect to any claims or liability accruing before such termination. IN NO EVENT SHALL IVY NEST BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES ARISING FROM USER’S USE OF VEHICLE,INCLUDING BUT NOT LIMITED TO LOSS PROFITS AND LOSS REVENUE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Intellectual Property & its Ownership

• 12.1. The Parties agree that all the Intellectual Property Rights created and developed by the supply of goods, services, information or other materials by Vendor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights are the sole and exclusive property of the Company.