DELIVERY PARTNER TERMS FOR SERVICE
THE INDEPENDENT CONTRACTOR (this “Agreement” ) made at Haryana by and between:
R-Indventures Private Limited, a company incorporated under the provisions of the Companies Act, 2013, bearing CIN U70109DL2018PTC342485, having its registered office at R-265-B F/P Between R-245-R-244, Near Post Office Greater Kailash-1 New Delhi 110048, India, (hereinafter referred to as “Pidge” or “Company”, which expression shall include its successors and permitted assigns) of the First Part;
The Rider or Delivery partner (hereinafter referred to as the “Independent Contractor/ Delivery Partner”, which expression shall unless repugnant to the subject and context hereof deemed to include his successors and permitted assigns).
Pidge and the Independent Contractor/Delivery Partner are referred to in this Agreement, individually as a “Party” and collectively as “Parties”.
- Pidge is engaged in the business of on demand delivery and courier services.
- Pidge has developed an internet-based Platform (“Pidge Platform” or the “Platform”) owned and operated by Pidge “Pidge,” “we,” or “us”). Pidge provides a service (the “Service”) that allows its customers (“Customers”) to access Pidge’s network of suppliers with delivery orders requiring delivery executives (“Independent Contractor/Delivery Partners”) to identify local providers to meet intermittent needs for services.
- Pidge has approached the Independent Contractor/Delivery Partner to provide its services by accessing the Platform to receive and review requests for services from Pidge Customers and to determine their interest in and availability to respond to such requests.
- The Parties are now desirous of recording the terms and conditions concerning their arrangement under this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration the adequacy of which is hereby acknowledged, it is hereby agreed by and between the Parties hereto and this Agreement witnessed as under:
1. DEFINITIONS AND INTERPRETATION
In this Agreement, unless repugnant to the meaning or context thereof the following expressions bear the following meanings:
“Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgement, order, decree, by-law, clearance, directive, guideline, policy, requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter;
“Confidential Information” shall include, but not limited to (a) trade secrets; (b) proprietary information of the disclosing Party including, without limitation, all information related to the Product, business ideas, business model, policies, manuals, designs, procedures, improvements, future plans, budgets and costing, financial analyses, competitive analyses, management information, technical data and market studies, media, techniques, sketches, drawings, algorithms, software programs, software codes, source documents and formulae, its information concerning research, financials, procurement requirements, purchasing, customer lists, investors, employees, contractual relationships, business and forecasts, sales and merchandising, marketing plans; (c) inter se rights and obligations of the Parties in relation to the Agreement and the Agreement itself; and (d) such other information which by its nature or the circumstances of its disclosure is confidential;
“Customers” shall mean Customers of Pidge and the ultimate delivery recipients
“Intellectual Property” shall mean all know-how, patents, trademarks (whether registered or unregistered), trade or business names, registered and unregistered design rights, copyright (including rights in any documents, materials and computer software), topography rights, rights in relation to databases, rights in the nature of copyright or any other industrial, commercial or Intellectual Property rights (whether or not registered and including Platforms for registration of any of them) and all rights or forms of protection of a similar nature or having an equivalent or similar effect to any of the above, which may subsist anywhere in the world;
“Person” shall mean any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability partnership, joint venture, governmental authority or trust or any other entity or organization.
“Service Request” means a request for Service or work by Customer which includes a description of the Deliverables for which Customer wish to engage Independent Contractor/Delivery Partner. Once the Customer and Independent Contractor/Delivery Partner have agreed upon the terms of a Service Request, the Service Request will become an Assignment.
“Pidge Request” means a notice provided, through the Platform, to one or more Independent Contractor/Delivery Partners, which includes a description of the services to be provided by the Independent Contractors/Delivery Partners, the time by which the Pidge Request must be completed (the “Pidge Completion Date”) and the fee associated with the Pidge Request (the “Fees”). An open request is a request for services that has not yet been accepted by an Independent Contractor/Delivery Partner (“Open Request”). Independent Contractor/Delivery Partner can use the Platform to review Open Requests and to indicate their availability for Open Requests. Once an Independent Contractor/Delivery Partner has accepted a Pidge Request, the Pidge Request will become a “Pidge Engagement”. Each Pidge Engagement constitutes a new contract between Pidge and the Independent Contractor/Delivery Partner, and between the Independent Contractor/Delivery Partner and Requestor.
“Pidge Platform” or “Platform” means the software Application used by Pidge in connection with the Services.
Unless the context of this Agreement otherwise requires:
- Words using the singular or plural number also include the plural or singular number, respectively;
- Words of any gender are deemed to include all genders;
- The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;
- The term “Clause” refers to the specified Clause of this Agreement;
- References to Recitals, Clauses, Annexure or Schedules are, unless the context otherwise requires, refers to Recitals, Clauses, Annexure or Schedules to this Agreement;
- Heading and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;
- Reference to any legislation or Applicable Law or to any provision thereof shall include references to any such Applicable Law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
- Reference to the word “include” shall be construed without limitation.
2. ACKNOWLEDGMENT AND ACCEPTANCE OF THE AGREEMENT
3. INDEPENDENT CONTRACTOR/DELIVERY PARTNER
3.1. Background Checks and Privacy Information.
As part of your initial registration with Pidge, Independent Contractor/Delivery Partner agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, Independent Contractor/Delivery Partner will be eligible to use the Pidge Platform to view and accept Pidge Requests. Independent Contractor/Delivery Partner further agree to complete any ongoing background checks as may be required by Pidge or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept Pidge Requests and/or removal from the Pidge Platform. Please note that in order to run your background check, Pidge shall require you to furnish any of the following documents such as Aadhar card, PAN card, driving license, or Voters ID during the onboarding process.
3.2. Best Efforts
By signing this Agreement and registering on the Platform to become an Independent Contractor/Delivery Partner and accepting an Open Request, you agree to use your best efforts to perform the Pidge Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once an Independent Contractor/Delivery Partner has accepted a Pidge Request, the Open Request will no longer be available for performance by other Independent Contractor/Delivery Partners who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Fees specified in the Open Request. Do not accept an Open Request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Request; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. In the event Independent Contractor/Delivery Partner does not perform the Assignment as per the service standard and work schedule mentioned in the Service Request, then the Customer may process the Fees of the Independent Contractor/Delivery Partner after deduction and Pidge may at its sole discretion suspend the Independent Contractor/Delivery Partner for a week.
4.1 It is understood between the Parties that the Fees payable to the Independent Contractor/Delivery Partner for performing the Assignment assigned to it based on the Service Request shall be paid at the end of the day, fortnight, week or month as may be based on the terms of the Service Request and shall be paid to the Independent Contractor/Delivery Partner for the work assigned as may be agreed in letter of engagement.
4.2. In consideration for the Delivery Services provided by the Delivery Partner to the Users of delivering goods to the Users, the Delivery Partner may charge the Users a service fee (“Delivery Charges”), subject to such Delivery Charges being accepted by the User before or at the time of placement of the order. The Delivery Charges shall be agreed between the Delivery Partner and Pidge from time to time, in the manner provided under these Delivery Partner T&C.
4.3. In order to incentivize the Delivery Partner for the availability committed by him/her on the Platform to undertake Delivery Services as and when he is connected to a User, Pidge may, at its discretion, pay the Delivery Partner a fee (“Availability Fee”), in addition to the Delivery Charges collected by the Delivery Partner from the Users.
4.4. The Delivery Partner shall not charge the Users any amount over and above the amount of Delivery Charges agreed between You and Pidge under these Delivery Partner T&C.
4.5. The Delivery Partner hereby authorize Pidge to collect from the Users, on your behalf, the Delivery Charges charged by You to the Users for undertaking Delivery Services, which shall be remitted to you on a weekly basis through such mode and on such day(s) of a week as Pidge may from time to time decide.
4.6. (i) an onboarding fee (“Onboarding Fee”) to Pidge of such amount and in such manner as prescribed by Pidge from time to time, or (ii) an interest free refundable security deposit (“Security Deposit”) to Pidge, of such amount and in the manner prescribed by Pidge from time to time. In addition, Pidge shall charge additional fees from the Delivery Partner for any additional training and support services provided by Pidge (“Training and Support Fees”). To enable the Delivery Partner to render Delivery Services, Pidge may provide the Delivery Partner with certain assets including, but not limited to, the Pidge DP Platform on the Delivery Partner’s smart phone; bags etc. Upon termination of these Delivery Partner T&C and the Delivery Service Agreement, the Security Deposit, if any, shall be refunded to the Delivery Partner by the Pidge after the assets are returned to the Pidge in usable condition
4.7. It is understood that any additional out of pocket expenses incurred by the Independent Contractor at the request or with the consent of the Company or the Customer, will be reimbursed by the respective Company or the Customer upon production of documentary evidence of the same being borne. Any expenses borne without written instruction from the Customer or the Company shall not be reimbursed in any event.
4.8. All amounts received by the Independent Contractor/Delivery Partner would be subject to tax, as applicable under the provisions of the Income-tax Act, 1961 and the Income Tax Rules made there under and such other statutory deductions, as applicable under law.
4.9. Independent Contractor is a freelancer and neither an agent nor an employee of the either Pidge or the Customer and therefore shall neither have right of employment nor will receive any statutory labour welfare benefits like provident fund, ESIC etc. Professional Tax payable on the Fees received by the Independent Contractor must be borne by the Independent Contractor himself.
5. INDEPENDENT CONTRACTOR/DELIVERY PARTNER RELATIONSHIP
5.1. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Pidge and Independent Contractor/Delivery Partner or between the Customer and Independent Contractor/Delivery Partner. Independent Contractor/Delivery Partner will take no position with respect to or on any tax return or Platform for benefits, or in any proceeding directly or indirectly involving Pidge that is inconsistent with your being an Independent Contractor/Delivery Partner (and not an employee) of Pidge. Independent Contractor/Delivery Partner are not the agent of Pidge or the Customer and Independent Contractor/Delivery Partner are not authorized, and must not represent to any third party that Independent Contractor/Delivery Partner are authorized, to make any commitment or otherwise act on behalf of Pidge or the Customer.
5.2. Pidge does not restrict the Independent Contractor/Delivery Partner’s right to provide services through other parties, including competitors of the Pidge Platform; Pidge expects the individual performing services as an Independent Contractor/Delivery Partner will provide services for other parties;
5.3. Pidge does not provide a performance assessment for Independent Contractor/Delivery Partner, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the Independent Contractor/Delivery Partner uses to perform services, provided however the Pidge may put out Independent Contractor/Delivery Partner ranking and rating based on customers rating;
5.4. Pidge does not combine its business operations in any way with the Independent Contractor/Delivery Partner’s business, but instead maintains such operations as separate and distinct. Independent Contractor/Delivery Partner shall have no legal authority to enter into contracts on Pidge’s behalf or otherwise bind Pidge in any way.
5.5. Independent Contractor/Delivery Partner is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Independent Contractor/Delivery Partner renders.
5.6. Delivery Partner shall not be allowed to continue in any single assignment for longer than a continuous period of six months in a one year period . it is understood that by agreeing to these Terms , the Delivery Partner agrees to such a break in continuous engagement. Pidge shall make best efforts to find engagement for such Delivery Partner with another entity or Customer at the earliest upon completion of an assignment / Service Request
6. CONFIDENTIAL INFORMATION
6.1. Given the nature of the business carried out by Pidge and the involvement which the Independent Contractor/Delivery Partner will have in certain aspects of operation of the Pidge Platform, the Independent Contractor/Delivery Partner will have access to information, much of which will be confidential and the disclosure of which could be extremely detrimental to the Business of Pidge (hereinafter referred to as “Confidential Information”). In this Agreement, “Confidential Information” means:-
- Information relating to the businesses, finances, dealings, transactions, processes, methods, customer details and other affairs of Pidge;
- Any Intellectual Property owned by Pidge;
- Trade secrets and databases (including, without limitation, price and cost information, business plans and programs, business opportunities, expansion plans, research and development projects, technical data, and details of and technical data relating to business ventures, licences, sale agreements and joint venture agreements, computer programs and all intellectual property rights whatsoever relating to the business of Pidge or and which is for the time being confidential to Pidge);
- The identity of potential business co-venturers of Pidge;
- Analyses made, or view taken, by Pidge in respect of the businesses, finances, dealings, transactions and affairs of Pidge, any business co-venturers or potential business co-venturers of Pidge or any other third party; and
- Information in respect of which Pidge is bound by an obligation of confidentiality to a third party.
6.2. In order to protect the confidentiality of such information, the Independent Contractor/Delivery Partner shall keep secret, all information given to him or obtained by him/her in the course of his/her Independent Contractorship with Pidge, the Independent Contractor/Delivery Partner shall not, except with the prior written consent of the Pidge and in the proper performance of his/her duties under this Agreement, either during this Agreement or after the termination of this Agreement till the expiry of 2 years (howsoever caused), use for his/her own benefit or for the benefit of any other Person (other than Pidge) or, except as required by law, a court or tribunal of competent jurisdiction or any applicable regulatory or statutory authority or body, or except as necessarily required by the Independent Contractor/Delivery Partner in the context of proceedings before any such court or tribunal, directly or indirectly, divulge or disclose to any Person other than any person employed by Pidge (including, for the avoidance of doubt, any professional or other adviser appointed by Pidge, any Confidential Information which has come or may come to his knowledge during this Agreement or previously or otherwise.
6.3. During this Agreement, the Independent Contractor/Delivery Partner shall use reasonable endeavours to prevent the publication, divulgence or disclosure by third parties of any Confidential Information and shall immediately bring to the notice of Pidge any violation of this clause by any Person to the extent known to the Independent Contractor/Delivery Partner
6.4. The restrictions contained in this Clause 6 shall cease to apply to any Confidential Information which:
- Is disclosed to Independent Contractor/Delivery Partner, legal advisers, auditors and other consultants of Pidge or its related bodies corporate, requiring the information when written permission for such disclosure has been granted by Pidge; or
- Is disclosed with the consent of Pidge; or
- Is, at the date of this Agreement is entered into, lawfully in the possession of the Independent Contractor/Delivery Partner through sources other than Pidge; or
- Is generally and publicly available, other than as a result of breach of confidence by Independent Contractor/Delivery Partner, so receiving the information.
6.5. To the extent the Independent Contractor/Delivery Partner is under an obligation to disclose information to any governmental authorities, it shall promptly inform Pidge of such obligation (prior to making the disclosure, if possible and practicable) and shall afford Pidge the ability to take protective measures, if need be, to safeguard Pidge own legitimate interests.
6.6. The Independent Contractor/Delivery Partner shall not reproduce, store in a retrieval system or transmit in any form or by any means, electronic, mechanical, photocopying, recording, scanning or otherwise, any copyrighted material which is the property of Pidge or any of its affiliated companies for his/her own benefit or for the benefit of any third party.
6.7. Upon Pidge request and upon any termination or expiration of this Agreement, Independent Contractor/Delivery Partner will promptly (a) return to Pidge or, if so directed by Pidge, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Pidge in writing that you have fully complied with these obligations.
7. COVENANTS OF THE INDEPENDENT CONTRACTOR/DELIVERY PARTNER
The Independent Contractor/Delivery Partner hereby declares and confirms as follows:
7.1. The Independent Contractor/Delivery Partner agrees and consents to abide by the rules, regulations, procedures and policies of Pidge and Customer as may be in place from time to time.
7.2. The Independent Contractor/Delivery Partner shall maintain a high code of conduct during the Term of the Agreement and any behaviour reflecting unfavourably on Pidge or Customer shall be liable to disciplinary action.
7.3. The Independent Contractor/Delivery Partner will use his/her best efforts while performing his/her duties and obligations to Customer and devote full and undivided time to the activities of Pigde or Customer’s request for service.
7.4. The Independent Contractor/Delivery Partner shall owe Pidge or Customer the highest duty of loyalty. During the term of this Agreement with Pidge, the Independent Contractor/Delivery Partner shall not make undisclosed profits at Pidge’s expense, will not accept kickbacks or special favours from customers or competitors of Pidge, will protect Pidge’s property and will not engage in any other gainful employment, business or activity without the written consent of Pidge.
7.5. The Independent Contractor/Delivery Partner shall have the responsibility for the safekeeping of the property, documents etc. of Pidge or the Customer which may be in the Independent Contractor/Delivery Partner’s custody, care or charge.
7.6. The Independent Contractor/Delivery Partner shall not represent Pidge or Customer to any Person in any circumstance and shall not make any commitments on behalf of Customer whether financial or other, without the prior authorisation from Customer.
8. REPRESENTATIONS AND WARRANTIES
8.1. The Independent Contractor/Delivery Partner hereby represents and warrants as follows:
- The Independent Contractor/Delivery Partner has executed and delivered this Agreement as its free and voluntary act, after having determined that the provisions contained herein are of benefit to them, and that the duties and obligations imposed on them hereunder are fair and reasonable;
- The Independent Contractor/Delivery Partner has full capacity, power and authority and has obtained all requisite consents and approvals to, enter into and to observe and perform this Agreement;
- The Independent Contractor/Delivery Partner shall have a valid and adequate driving license, permits and insurance coverage to the Vehicle used for delivery and shall ensure that the documents are valid, up to date and in subsistence throughout the Term of these Delivery Partner T&C. A copy of the license shall be given by the Delivery Partner to the Pidge. The Delivery Partner further confirms that all premium payments towards the insurance policy or permits shall be paid exclusively by the Delivery Partner. Under no circumstances shall Pidge be liable to make any payment with respect to such permits or insurance.
- By virtue of entering into this Agreement and/or any other agreements or contracts or arrangements made or to be made with Pidge, the Independent Contractor/Delivery Partner will not (i) be in breach of any express or implied terms of any documents, contracts, agreements or any other instruments to which they are a party or of any other obligation binding on them and (ii) violate any Law applicable to them;
- The Independent Contractor/Delivery Partner is not subject to any written non-solicitation or non-competition agreement affecting their engagement with Pidge in the manner contemplated herein; and
- The Independent Contractor/Delivery Partner has read and fully understood the terms and conditions set forth herein, has had time to reflect on and consider the benefits and consequences of entering into this Agreement, and has obtained independent legal and other advice in connection with the execution of this Agreement.
8.2. Warranty Disclaimer. The Platform is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). Pidge disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Platform by any third party.
9. RELATIONSHIPS BETWEEN PIDGE, INDEPENDENT CONTRACTOR/DELIVERY PARTNERS AND THE CUSTOMERS
9.1. Pidge provides a Platform through which Customers and Independent Contractor/Delivery Partners can buy and sell Services on the Platform and the Independent Contractor/Delivery Partner listed on the Pidge are users of the Platform and agree that by no means any partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Platform.
9.2. The Parties agree and acknowledge that there shall be no obligation on the Delivery Partner to be available on Pidge Platform for a minimum number of hours/days. The Delivery Partner acknowledges that he has flexible timings and can chose to log-in the Pidge Platform anytime he wants and for howsoever long he wants, at his sole discretion
9.3. The Parties agree and acknowledge that Pidge does not have any control over the actions of Independent Contractor/Delivery Partner and Pidge shall not be responsible for instructing the Independent Contractor/Delivery Partner with respect to the Assignment to be carried out by the Independent Contractor/Delivery Partner for the Customer but except for providing the Independent Contractor/Delivery Partner with the information shared by the Pidge platform in order to enable the Independent Contractor/Delivery Partner in choosing the Assignment he/she may want to take up
9.4. The Parties agree and acknowledge that the Customer is only a user and Customer of Pidge, who is using the Services of the Pidge platform in order to reach to the Independent Contractor/Delivery Partner for any of their business needs and for processing the payment payable to the Independent Contractor/Delivery Partner for the Assignment carried out based on its Service Request on the Pidge Platform. The Pidge is in no way acting as an agent, partner or employee of the Customer.
9.5. During the course of the Assignment, It is understood between the Parties that at no point of time the Customer can instruct the Independent Contractor/Delivery Partner about the mode or method for performing a specific Assignment detailed in the Service Request, since it is assumed that the Independent Contractor/Delivery Partner has previous experience and expertise in performing the Assignment described in the Service Request. Whereas, during the course of the Assignment Customer shall be only free to inform the Independent Contractor/Delivery Partner about the standard and quality of service or work to be performed by the Independent Contractor/Delivery Partner during the Assignment period.
9.6. The Customer shall have no power and the Independent Contractor/Delivery Partner shall have no authority to work outside the geographical Territory mentioned in the Assignment. Any change in the terms of Assignment, mid-way through the Assignment shall have to communicated by the Customer to the Independent Contractor/Delivery Partner in writing by making an amendment in the Assignment through the Pidge Platform and such changed terms shall come to effect only upon the express consent and agreement of the Independent Contractor/Delivery Partner to the amendment of the Assignment.
9.7. The terms used in this Agreement are used in the sense of general business parlance and not in the strict sense of its legal connotations. The relationship between Customer and Pidge Independent Customer will at all times be of a Customer and an Independent Contractor/Delivery Partner. Pidge Independent Contractor/Delivery Partner will neither be an employee of Pidge nor of the Customer.
9.8. The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Platform
10. LIMITATION OF LIABILITY
IN NO EVENT WILL PIDGE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PIDGE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY PIDGE FOR PIDGE ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
- Independent Contractor/Delivery Partner agrees that following the termination of his employment for any reason or upon completion of the Service Request, he shall return all property of the Pidge or the Customer, which has come into his possession, including, but not limited to Pidge or Customers tool, equipments, uniforms, badges, documents, notes, electronically stored data and all copies of the foregoing as well as other materials or equipment supplied by the Pidge or the Customer to the Independent Contractor/Delivery Partner. In the event the Independent Contractor/Delivery Partner fails to return all or any of the property mentioned above, Independent Contractor/Delivery Partner shall be liable to pay and Pidge shall have the right to deduct an amount equivalent to the value of the property which has not been returned by the Independent Contractor/Delivery Partner. Security deposit for Uniform/Inventory 2000 will be deducted from the first payout.
12. COMMENCEMENT AND DURATION
This Agreement shall become effective from July 27, 2021 (the “Commencement Date”) and shall continue, subject to the provisions of Clause 12 of this Agreement (Termination) till all the obligations relative to any Assignment that has been entered by the Independent Contractor/Delivery Partner is completed and further it can be extended by mutual consent between the Parties.
13.1. Pidge may terminate the Independent Contractor/Delivery Partner’s engagement by giving 15 day’s written notice without assigning any reasons therefore. Similarly, the Independent Contractor/Delivery Partner may also terminate this Agreement with Pidge by giving 15 day’s written notice without assigning any reasons therefore.
13.2. It is understood between the Parties that, if the Customer wishes to replace the Independent Contractor/Delivery Partner assigned to him based on the Service Request due to the fault of the Independent Contractor/Delivery Partner in performing its services, in such an event the replacement of the Independent Contractor/Delivery Partner shall take place without any cost from the Customer. Whereas, if the Customer has requested the replacement based on his convenience, in such an event the Customer shall be charged 50% of the Service Request amount by the Pidge. The Parties further agree that if the Customer at any time wishes to discontinue with the services offered by the Independent Contractor/Delivery Partner during the course of the Assignment, in such an event the Customer shall be required to pay the balance amount for the remaining work to Pidge.
13.3. Notwithstanding the foregoing, in the event the Independent Contractor/Delivery Partner engages in Misconduct, as defined below, during the course of the Assignment and have been reported by the Customer, in such an event Pidge shall terminate this Agreement with the Independent Contractor/Delivery Partner and thereafter Pidge may cease making payments to the Independent Contractor/Delivery Partner, and the Pidge shall have no further obligations with respect to any amounts under this Agreement. For purposes of this clause, “Misconduct” shall mean (i) fraud, (ii) sexual harassment, or (iii) misconduct which may result in criminal conviction.
13.4. It is understood between the Parties that Pidge reserves the right to terminate Independent Contractor/Delivery Partner access to the Platform if Independent Contractor/Delivery Partner have materially breach the Agreement or any Pidge Engagement, if Independent Contractor/Delivery Partner violate the law in connection with Independent Contractor/Delivery Partner use of the Platform (or in connection with the performance of the Services) or if Independent Contractor/Delivery Partner have otherwise engage in conduct in using the Platform that Pidge, in its sole discretion, believes in good faith to be detrimental to its business interests.
13.5. Upon Termination or expiration of this Agreement and/or any modification or termination of the Platform the following clause shall survive clause 5 (“Independent Contractor/Delivery Partner Relationship”), 6 (“Confidentiality”), 7 (“Covenants Of The Independent Contractor/Delivery Partner”), 8 (“Representations and Warranties”), 10 (“Limitation of Liability”), and 12.3 (“Survival”). Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
14. SPECIFIC ENFORCEMENT
The Parties acknowledge and agree that the interests of the Parties will be irreparably damaged if the terms of this Agreement are breached by either Party, and monetary damages shall not be an adequate remedy for such breach. Consequently, the Parties agree that either Party will be entitled to an injunction or injunctions from the other Party, to prevent breach of such performance and to specific enforcement of such covenants in addition to any other remedy to which it may be entitled, at law or in equity.
15.1. Each Party (“Indemnifying Party”) shall, at its own expense, indemnify, defend and hold harmless the other Party (“Indemnified Party”) and its officers, directors, employees, representatives, agents, respective directors, and assigns from and against any and all liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including reasonable attorney’s fees and expenses) any other loss that may occur, arising from or relating to and will be in accordance of this Agreement:
- A breach, non-performance or inadequate performance by the Indemnifying Party of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement; or
- The acts, errors, representations, misrepresentations, wilful misconduct or negligence of the Indemnifying Party, its employees in performance of its obligations under this Agreement.
15.2. Provided that the provisions of this Clause shall survive the termination of this Agreement.
16. GOVERNING LAW AND DISPUTE RESOLUTION
This agreement shall be governed by and construed in accordance with the laws of India, and both parties to this agreement shall submit to the exclusive jurisdiction of the Delhi courts.
If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Company (or any predecessor thereof) and the Employee shall be deemed reinstated as if this agreement had not been executed.
Zero Tolerance Policy
- Not in a tampered proof bag; or
- Properly sealed; or
- Without corresponding Barcode Scan; or
- Without signed Declaration; or
- Without OTP submission
- Representing the inventory (including but not limited to uniform, bags and box) on social or digital media that is inconsistent with brand and company values or brings disrepute to the company.
- For the sake of clarity, such content may be posted by self or any third party whether related or unrelated to the employee.
- Operating without Pidge uniform (shirt/trouser /shoes/belt/etc.)
- Performance management issues.
- Irregular attendance or unapproved leaves or noncompliance with Duty roster.
- Representing self to customer in a manner inconsistent with brand standards.