MARCOS SERVICES BUISNESS SOLUTION AGREEMENT AND SSI-ID TERMS & CONDITIONS

Use of Marcos Platform / Marcos Services

Welcome to Marcos Services Business Solutions, wherein a range of optional services are provided for merchants, service providers, business owners to grow their business online and off line selling on website e-commerce website www.marcos.in, mobile applications and associated administrative services (together the “Marcos Platform”).

Please read the following terms and conditions carefully before registering on, accessing, browsing, downloading or using the Marcos website located at www.marcos.in and all associated sites linked to www.marcos.in or the Marcos mobile application or any similar platform (hereinafter collectively, the Marcos Platform run by MARCOS GLOBAL ONLINE SERVICES PRIVATE LIMITED, having its registered and corporate office at Plot 39/B, Ground Floor, Flat No 1, Sindhi Society, Chembur, Mumbai 400071 (hereinafter referred to as Marcos) on any device and/or before availing any services offered by Marcos on the Marcos Platform which may include services such as pay via Cash on Delivery (if provided) or online, digital products, business solution and marketplace service or any other service that may be offered by Marcos on the Marcos Platform (hereinafter individually, and collectively, the Marcos Services). For the avoidance of doubt, it is clarified that these terms and conditions shall apply to all Marcos Services, whether offered by MARCOS GLOBAL ONLINE SERVICES PRIVATE LIMITED or its affiliates.

 

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND MARCOS GLOBAL ONLINE SERVICES PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE MARCOS SITE.

As used in this Agreement, "we," "us," and "Marcos" means the MARCOS GLOBAL ONLINE SERVICES PRIVATE LIMITED. If there is any conflict between these General Terms and the applicable Service Terms and Policies, the General Terms will govern and will prevail over the others.

General Terms

YOU acknowledge that it is independent and in the business of selling products and/or services and that it is not employed by Marcos and its affiliates. By accessing or using the Platform, YOU acknowledge that it has read, understood and agree to be bound by this Agreement.

Marcos and YOU has mutually agreed to enter into an arrangement whereby MARCOS shall publish information & details about the products and services, cost structures etc. YOU provide and as may be mutually agreed between the Parties from time to time. In return, YOU shall provide the necessary products and services to the customers of the platform. By accessing or using the Platform, YOU acknowledge that it has read, understood and agree to be bound by this Agreement.

1. Enrolment

To begin the enrolment process, You must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, You must provide us with Your (or Your business') legal name, address, phone number, e-mail address, applicable tax registration details as well as any other information we may request.

2. Acceptance

By registering on, accessing, browsing, downloading or using the Marcos Platform for any general purpose or for the specific purpose of availing any Marcos Service, You agree to be bound by the single-sign-in ID (hereinafter SSIID) terms and conditions set forth below as well as by the service-specific terms and conditions applicable to each Marcos Service (hereinafter collectively, the T&Cs). These T&Cs shall also include any additional or modified terms and conditions in relation to the SSIID or any additional or modified service-specific terms and conditions in relation to any Marcos Service or any future service that may be offered by Marcos on the Marcos Platform. By registering on, accessing, browsing, downloading or using (as applicable) the Marcos Platform or availing any Marcos Service or the SSIID, You automatically and immediately agree to all the T&Cs. If at any time You do not accept or agree with any of the T&Cs or do not wish to be bound by the T&Cs, You may not access, browse or use the Marcos Platform and immediately terminate Your availing the Marcos Services. Accepting or agreeing to the T&Cs will constitute a legal contract (hereinafter Agreement) between You, being at least 18 years of age and an individual user of the Marcos Platform or a customer or beneficiary of the Marcos Services, and Marcos. All services are rendered by Marcos through the Marcos Platform under the brand name “Marcos” (or any derivatives or variations thereof). Consequently, all the rights, benefits, liabilities and obligations under the T&Cs shall, as the case may be, accrue to the benefit of, or incurred by, Marcos, regarding Your use of Marcos’s digital services, business solutions, third party payment gateway, the marketplace service or any such other services which may be added on the Marcos Platform and which will henceforth be a Marcos Service, from time to time. The Marcos Services shall be used by You subject to Your adherence with the T&Cs. As long as You accept and comply with these T&Cs, Marcos grants You a personal, non-exclusive, non-transferable, limited, revocable privilege to enter and use the Marcos Platform and/or avail the Marcos Services.

3. Eligibility

The Marcos Services are not available to persons under the age of 18 or to anyone previously suspended or removed by Marcos from availing the Marcos Services or accessing the Marcos Platform. By accepting the T&Cs or by otherwise using the Marcos Services on the Marcos Platform, You represent that You are at least 18 years of age and have not been previously suspended or removed by Marcos, or disqualified for any other reason, from availing the Marcos Services or using the Marcos Platform. In addition, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by all the T&Cs as part of this Agreement. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent Your identity, age or affiliation with any person or entity. Finally, in the event of any violation of the T&Cs, Marcos reserves the right to suspend or permanently prevent You from availing Marcos Services or using the Marcos Platform.

4. Other Terms and Condition

Additional terms and conditions may apply in order for You to avail specific Marcos Services and to specific portions or features of the Marcos Platform, including contests, promotions or other similar features, all of which terms are made a part of these T&Cs by this reference. You agree to abide by such other terms and conditions, including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these T&Cs and the terms posted for or applicable to a specific portion of the Marcos Platform or for any Marcos Service offered on or through the Marcos Platform, the latter terms shall control with respect to Your use of that portion of the Marcos Platform or the specific Marcos Service. Marcos may make changes to any Marcos Services offered on the Marcos Platform, or to the applicable terms for any such Marcos Services, at any time, without notice. The materials on the Marcos Platform with respect to the Marcos Services may be out of date, and Marcos makes no commitment to update the materials on the Marcos Platform with respect to such Marcos Services. 

5. SSIID Service, Participating Platforms

For the use of Marcos’s SSIID service, the You must register. Registration as a user (You) is only allowed if the user meets the eligibility criteria as set out in these T&Cs. Each user can set up only one user account. You is obliged to provide correct and complete information during the registration and use of the SSIID service. The login data is intended solely for personal use by You and therefore always to be kept secret and safe. You is not entitled to share login details with third parties to use the SSIID service or to disclose them otherwise. You is obliged to inform Marcos immediately on becoming aware of and/or suspecting a case of any unauthorized use, disclosure and/or misuse of their access data or of their user account. Furthermore, You is obliged not to use account of another person. Submission of the duly completed registration form by You is a confirmation that you have read, understood and agreed to everything that is mentioned herein and this agreement enters into force

Marcos is entitled to reject individual users without giving reasons. You guarantees that the data submitted for their user account (and any other information that is otherwise left for Marcos) are in all respects complete, true, accurate and not misleading. Any changes to user’s data should be promptly updated correctly in its account.

6. Communication Policy

By accepting the T&Cs, You also accept the following:

• Marcos may send alerts to the mobile phone number provided by You while registering with the Marcos Platform for the SSIID service or on any updated mobile number subsequently provided by You on the Marcos Platform, or via e-mail or push notifications. The alerts will be received in case of SMS, only if the mobile phone is in ‘On’ mode to receive the SMS, in case of e-mail, only if the e-mail servers and e-mail ids are functional, and in case of push notifications, if the user has enabled the receipt of such notifications. If the mobile phone is in ‘Off’ mode or if the e-mail servers or ids are not functional or if the push-notifications feature has been turned off, then You may not get the alert at all or get delayed messages.
• Marcos will make best efforts to provide alerts via SMS/e-mail/push notifications and it shall be deemed that You shall have received the information sent from Marcos as an alert on the mobile phone number or e-mail id provided during the course of, or in relation to, using the Marcos Platform or availing any Marcos Services. Marcos shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold Marcos liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever.
• The SMS/e-mail alert/push notification service provided by Marcos is an additional facility provided for Your convenience and that it may be susceptible to error, omission and/or inaccuracy. In the event that You observe any error in the information provided in the alert, Marcos shall be immediately informed about the same by You and Marcos will make best possible efforts to rectify the error as early as possible. You shall not hold Marcos liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by You on account of the SMS/e-mail alert/push notification facility.
• The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the service provider. Marcos shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever.
• You will indemnify and hold harmless Marcos and the SMS/e-mail service provider including its officials from any damages, claims, demands, proceedings, losses, costs, charges and expenses whatsoever including legal charges and attorney’s fees which Marcos or the SMS/e-mail service provider may at any time incur, sustain, suffer or be subjected to as a consequence of, or arising out of, any of the following: (i) misuse by You or improper or fraudulent information provided by You; (ii) incorrect number or a number that belongs to an unrelated third party provided by You; and/or (iii) the customer receiving any message relating to the reservation number, travel itinerary information, booking confirmation, modification to a ticket, cancellation of ticket, change in bus schedule, delay, and/or rescheduling from Marcos and/or the SMS/e-mail service provider.

 

7. Use of Marcos Platform, Scope and Purpose 

You understand that except for information, products or services clearly indicated as being supplied by Marcos, we do not operate, control,or endorse any information, products or services on the Internet in anyway. You also understand that Marcos cannot and does not guarantee or warrant that files available for download through the Marcos Platform will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy Your particular requirements of Internet security and for accuracy of data input and output.

•  Marcos shall list YOU on its designated platform and shall disseminate information regarding the availability of products and services to the prospective customers/users of the Marcos Platform who are desirous of availing such products or services.
• For customers referred by Marcos, Marcos shall be entitled to send information through SMS or E-Mail or other communication methods to the SPOC of YOU. 
• If any product, services, functions or responsibilities not specifically described herein  or in any related documents but are inherent, necessary or customary part of the Services or are reasonably required for proper performance of the product or  Services in accordance with the Agreement, they shall be deemed to be included   within the Scope of Services as if such services, functions or responsibilities were specifically described in this Agreement. 
• Marcos does not guarantee any minimum business that will be available to YOU at any point during the term of this Agreement. 
• YOU shall courier product directly to customer and bear the cost of packaging/transport/courier for all products ordered  online by the users (i.e customers of Marcos)
• All prices quoted / uploaded on the website will be inclusive of all taxes applicable. It will be the sole responsibility of You to ensure the correct prices displayed, wherever applicable. Marcos will not be responsible for any errors, mistakes in the prices. Incase of any orders due erroneous low pricing, You will honor the prices quoted against which the customer has booked the order / service and incase of any erroneous higher pricing, you will refund the excess amount collected to Marcos within 4 working days. Marcos in turn will arrange for a refund of the excess amount to the customer. 

8. Prohibited Conduct

By accessing or using the Marcos Platform or by availing Marcos Services, You agree not to:

• Violate the T&Cs in any way;
• Impersonate any individual / person or entity, falsely claim or otherwise misrepresent Your affiliation with any individual / person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Marcos Services, perform any other similar fraudulent activity or otherwise avail Marcos Services with what we reasonably believe to be potentially fraudulent funds;
• Infringe any of our or any third party’s intellectual property rights, rights of publicity or privacy;
• Use the Marcos Services if You are under the age of 18 years and in accordance with applicable law;
• Post or transmit any message which is libellous, defamatory or which discloses private or personal matters concerning any person or entity;
• Post or transmit any message, data, image or program which is pornographic, vulgar or offensive in nature or anything which violates the law;
• Refuse to cooperate in an investigation or provide confirmation of Your identity or any other information provide by You to Marcos;
• Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Marcos Services and the Marcos Platform or features that enforce limitations on the use of the Marcos Services or the Marcos Platform;
• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of as regards Marcos Services or Marcos Platform or any part thereof, except and only to the extent this is expressly permissible by applicable law;
• Use the Marcos Services or the Marcos Platform in any manner that could cause harm, damage, disable, overburden, or impair it, including, without limitation, using the Marcos Services or the Marcos Platform in an automated manner;
• Modify, adapt, translate or create derivative works based upon the Marcos Services and the Marcos Platform or any part thereof, except and only to the extent that that this is permissible by applicable law;
• Intentionally interfere with or damage operation of the Marcos Services or the Marcos Platform or any other user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file with contaminating or destructive features;
• Use any robotized, automatic device or manual process to monitor or copy the Marcos Platform without prior written permission;
• Interfere or disrupt the Marcos Platform or networks connected to the Marcos Platform;
• Take any action that imposes an unreasonably or disproportionately large load on Marcos’s infrastructure/network;
• Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Marcos Platform or to manipulate Your presence on the Marcos Platform;
• Sell the Marcos Services, information, or software associated with or derived from it;
• Use the facilities and capabilities of the Marcos Platform to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others;
• Breach this Agreementor any other agreement or policy as may be applicable pursuant to the T&Cs;
• Provide false, inaccurate or misleading information;
• Use the Marcos Platform to collect or obtain personal information, including without limitation, financial information, about other users of the Marcos Platform, except and only as expressly provided in the T&Cs;
• Avail Marcos Services with what Marcos reasonably believes to be potentially fraudulent funds;
• Use the Marcos Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to Marcos, a third party or You;
• Use the Marcos Services in a manner that Marcos or any payment card network reasonably believe to be an abuse of the payment card system or a violation of payment card network rules;
• Take any action that may cause Marcos to lose any of the Marcos Services from its service providers or lose any of its recharge partners or business partners, including mobile operators or telecom companies, payment processors or other suppliers;
• Send automated request of any kind to the Marcos Platform without express permission in advance from Marcos.

9. Term & Termination of the Agreement

The term of this Agreement will start on the date of Your registration for use of one or more of the Services and continue until terminated by us or You. You may at any time terminate Your use of any Service immediately on notice to us via email, the Contact Us Form.  On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that You will remain responsible for performing all of Your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination. You agree that Marcos, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate Your account (or any part thereof) or Your use of the Marcos Services/Marcos Platform and remove and discard on the Marcos Platform all or any part of Your account, Your user profile, or Your recipient profile, including Your SSIID, at any time. Marcos may also in its sole discretion and at any time discontinue providing access to the Marcos Services, or any part thereof, with or without notice. You agree that any termination of Your access to the Marcos Services/Marcos Platform or any account You may have or portion thereof may be effected without prior notice, and You agree that Marcos will not be liable to You or any third party for any such termination or interruption. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Marcos may have at law or in equity. Upon termination for any reason, You agree to immediately stop using the Marcos Services/Marcos Platform.

 10. Obligations of You

10.1    When using the MarcosPay feature, all fees contracts between YOU and customers of the Marcos shall be directly between them and Marcos shall not be an involved party or liable in any way for recovery of such fee. It is clarified that Marcos shall not be liable for any losses, liabilities or damages on account of any deficiency in the services provided by YOU to the customer.

10.2     YOU shall ensure to set-up a separate “Co-ordination Desk” in Your Premises for customers of Marcos.

10.3    YOU shall notify and share with Marcos the cost/rate list detailing the costs of each service, which can be suitably displayed on the  platform of the MARCOS. In case of any changes/modification to such costs/rates YOU shall notify the same within 15(Fifteen) days prior to such changes are to be made effective. 

10.4    YOU agree to Services to the customers of Marcos with the same degree of care and skill as customarily provided those  are  not  customers of Marcos. 

10.5    YOU agree not to discriminate against customers of Marcos on the basis of race, ethnicity, gender, creed, ancestry, lawful occupation, age, religion, marital status, sexual orientation, mental or physical disability, medical history, color, national origin, place of residence,  health status, or any other grounds prohibited by law

10.6    For any products ordered online which are cancelled by the customer, YOU will promptly accept the same and not dispatch the product and no payment for the same will be made to YOU in accordance with this Agreement. However, If the product has been dispatched and subsequently  the order has been cancelled and not accepted by user, You will recall and take back the product and Marcos shall bear the  transport cost of  the same. 

10.7    YOU also agree to allow Marcos to audit the relevant bills/ documents pertaining to   this Agreement; as and when requested by Marcos. Such auditing shall be scheduled mutually between the parties.

10.8    YOU shall ensure that the information provided to Marcos for display on its designated website shall be up to dated, true and correct. In this context, YOU will not hold Marcos (including its affiliated companies and related website) liable for any information relied upon by Marcos as provided by YOU. 

10.9   YOU authorizes Marcos to collect and receive monies towards the amounts payable  y customer for  the products and services availed, on behalf of  YOU. Further, settlement of monies to YOU shall be in accordance with the terms as mutually  agreed between the Parties for which the invoice is raised by YOU.

 

 11.0     Representations & Declarations by You

 11.1     YOU declare and undertakes that it has all the necessary registrations/ licenses/ approvals/ authorizations required by the law in order to provide the necessary services pursuant to this agreement and that it has adequate ability, knowledge, experience and equipment required in order to provide the said service as required in this agreement.

 11.2     YOU undertake to uphold all of the requirements of the law as applicable to it from time to time and shall keep updated Marcos, in case of any significant change in the present status of the Provider. YOU also undertake that it shall provide the said services in accordance with the provisions of the law and the regulations, which are enacted, from time to time, by the central or the state government or the local administration/ bodies.

11.3     YOU has and will continue to have its facilities covered by proper indemnity policy, including error, omission and professional indemnity and agrees to keep such policies in force during the currency of this Agreement.  YOU release the MARCOS from, and agree to indemnify, defend and hold harmless us ( and our officers, directors, employees, agent, affiliates ) against any expense, claim, loss, damage, settlement cost, taxes, alleged infringement of any intellectual property rights by any, personal injury or death, any property damage or any other liability including attorney fees arising from or related to sale of products and services through the platform. 

11.4     YOU declare that it has not been prevented from providing the service and that no criminal charge of any kind has ever been filed against it and/ or no civil claim has ever been filed against it due to damage inflicted during performing the service. The Provider also undertakes to inform Marcos in the event of any complaint filed against it during the currency of this Agreement.

11.5     YOU acknowledge that it is not an agent of Marcos and has no authority, express  or otherwise implied, (and must not hold himself or herself out as having authority) to bind Marcos. YOU cannot, must not and will not enter into or make any agreements, arrangements, representations or warranties on behalf of Marcos without the prior written consent of Marcos.

11.6      Marcos will be providing YOU some tools to help customers avail the services on the platform at Your own risk. YOU has been provided access to edit whatever information it wants to display on the platform and Marcos will not be responsible for any errors, mistakes, breakdown, service failure or system interruptions or disputes that may occur. Marcos is not involved in any dealings between YOU and users (i.e. customers of Marcos) and any dispute arising between the YOU and customers of Marcos, each of You release Marcos (and its agents, affiliates and employees) from any claims, demands, damages of every kind and nature known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

11.7      Tax Matters - as between the parties, You will be responsible for the collection and payment of any and all of Your taxes together with filing of all relevant returns, such as service tax, VAT/CST, any other taxes and issuing valid invoices / credit notes / debit notes where required. YOU are solely responsible for preparing, filing any tax audit report and statuary reports and other filings and responding to any tax or financial audits. In case of any discrepancy in the reporting / returns filed by You and Marcos, You agree that You will resolve such discrepancy immediately and indemnify Marcos against any tax, interest and penalty payable in this regard.

If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to You, Marcos will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by You against Marcos.

It is Your responsibility as a seller on the Marcos Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for Your listing, such that the correct tax rate is applied on all listings offered for sale by You. If we determine that You are not in compliance with this section, then we may suspend the services provided to You on the Marcos Site.

11.8      If the Sales Proceeds from Your Transactions by Marcos Service in connection with the Marcos Site You will maintain at Your expense throughout the remainder of the Term public third party liability insurance in connection with the Marcos Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of Your business in connection with the Marcos Site, including products liability and bodily injury, naming Marcos and its assignees as additional insureds. At our request, You will provide to us certificates of insurance for the coverage to the following address: MARCOS GLOBAL ONLINE SERVICES PRIVATE LIMITED,  Plot 39/B, Ground Floor, Flat No 1, Sindhi Society, Chembur, Mumbai 400071 

12.0      Representations of You

YOU represents and warrants that:

• It has been duly constituted under the applicable laws and has complied with and shall continue to comply with the applicable laws.
• It has the requisite licenses, permissions, authorizations, consents, approvals and registrations under the applicable laws and the authority to execute this Agreement avail the required Services and perform its obligations hereunder.  
• It has the requisite licenses, permissions, authorizations, consents, approvals and registrations from the brands and the authority to display their trademarks and sell the necessary products and/or provide the necessary services and perform its obligations hereunder.  
• Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any central, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which it is a Party, or by which it is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of its constitutional documents.

13. Confidentiality

13.1     YOU undertake to maintain in absolute confidence and not to reveal to any person or body, any information or data which it receives through and subsequent for providing the services pursuant to this Agreement and which pertains; directly or indirectly; to Marcos or its customers, including the and without derogating from the generality of the aforesaid names, addresses, details and medical background of clients of Marcos,  information which pertains to business of Marcos  or any other data which is proprietary to Marcos and its customers. You may not use any customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, You may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time.

13.2   It is further agreed that the contents of Section 6.1 above YOU cannot derogate from the duty in reporting Marcos of any data, information or medical background which may be relevant to Marcos in determination of its scope of work.  The transfer of information shall be in accordance to the procedures established by Marcos.

13.3   YOU acknowledge that its undertakings given in this Agreement with regard to the confidentiality shall be valid throughout the Term of this Agreement and it shall abide by the same even after the expiry of this Agreement.

 

14.0        Intellectual Property Rights

 14.1      The Parties hereby acknowledge that each Party is the legal and beneficial owner of and has exclusive right, title and interest over its own Intellectual Property and all other proprietary information in relation to its business. Nothing in this Agreement shall be deemed in any way to constitute a transfer or assignment of any Intellectual Property by either Party.

14.2     YOU hereby grant permission to Marcos a limited, non-exclusive, non-transferable right, only for the Term of this Agreement, to use and display Intellectual Property, including its marks, logos and brand/trade names, (including permission to re-size trademarks to the extent necessary for presentation) solely for in relation to the products and Services to be rendered by YOU in accordance with the terms of this Agreement on its web portals / platform.

14.3      YOU also grant permission to Marcos to publish Information and data provided by YOU or if taken from Your website.

 

15.        Modification of this Agreement

Marcos reserves the right to change, modify, add, or remove portions of this Agreement (each, a change and collectively, changes) at any time by posting notification on the Marcos Platform or otherwise communicating the notification to You. The changes will become effective, and shall be deemed accepted by You, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to Your use of the Marcos Platform, availing the Marcos Services or for payment transactions initiated after the posting date. If You do not agree with any such change, Your sole and exclusive remedy is to terminate Your use of the Marcos Services/Marcos Platform. For certain changes, Marcos may be required under applicable law to give You advance notice, and Marcos will comply with such requirements. Your continued use of the Marcos Platform following the posting of changes will mean that You accept and agree to the changes.

 

16.        Waiver

Incase of any failure of Marcos to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by competent authority of Marcos

 

17.        Digital Services & Payment

Marcos through its website www.marcos.in and mobile application uses a third party payment gateway for online payments.

 

Other digital products available on the Marcos Platform also include certain offer and their redemption services.

18.       Returns and Refunds

 

For all of Your Products that are returned by the customer, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Marcos Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions. You will route all such payments through Marcos. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products returned, the Marcos Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Marcos Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance. In the event your balance with us is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid. 

 

 

19.        Consideration Platform Charges

 

19.1      In consideration of the digital services, tracking and business solution, services facilities, third party payment facility provided by Marcos Platform, YOU agree to compensate Marcos in accordance with the rates as specified under and may be revised by Marcos from time to time. Marcos reserves the right to change, modify, add, or remove the fees / platform charges (each, a change and collectively, changes) at any time by posting notification on the Marcos Platform or otherwise communicating the notification to You. The changes will become effective, and shall be deemed accepted by You, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to Your use of the Marcos Platform, availing the Marcos Services or for payment transactions initiated after the posting date. If You do not agree with any such change, Your sole and exclusive remedy is to terminate Your use of the Marcos Services/Marcos Platform.The fees for using the Marcos Platform (platform charges) are applicable on the full bill/sales amount. All platform charges will be subject to TDS, as may be applicable at the prevailing rates from time to time.

Sr No	Category	Fees for Platform Charges on total sales/bill amount ( including GST)
1	Kirana / Supermarket / Grocer / Pharmacy	3%
2	Travel house / Hospital / Tangible product manufacturers and dealers / Retailers / Shop keeper/ Wholesaler / Distributor who don’t come under serial no 1 of this table	5%
3	Bakery / Eatery / Restaurant / Sweet Shop	8%
4	Salon, Beauty Parlor, Gym, Courier	8%
5	Housekeeping, Cleaning & AC Servicing, Pest Control Services, Plumbing & Electrical Services, Wellness Centre, Spas, Clinic, Path Lab and Health Care related, Any other service provider	12%

               To ensure that You are charged the correct platform charges, You will need to categorize your items / service as precisely as possible when you list them on the platform / website. Categorization of products is subject to the sole discretion of Marcos.

               All prices quoted / uploaded on the website will be inclusive of all taxes applicable. It will be the sole responsibility of You to ensure the correct prices displayed, wherever applicable. Marcos will not be responsible for any errors, mistakes in the prices. Incase of any orders due erroneous low pricing, You will honor the prices quoted against which the customer has booked the order / service and incase of any erroneous higher pricing, You will refund the excess amount collected to Marcos within 4 working days. Marcos in turn will arrange for a refund of the excess amount to the customer. 

19.2      All fees/platform charges are exclusive Goods and Services Tax (GST) which will be charged extra.

19.3      All claims for incorrect platform charges must be notified to Marcos in writing within thirty calendar days of the order being shipped and/or the service rendered to the customer. If no such claim is filed within the prescribed timeline, the fee charged will be deemed correct and accepted by the sellers. No claim filed after the expiry of this timeline will be entertained and Marcos will not be liable for any claims brought / damages suffered by You.

19.4       Incase if the customers of the Marcos pays directly to Marcos through our third party payment gateway, then Marcos will deduct platform charges as specified and make payment of the balance amount to YOU in 7 to 15 working days. Incase if the monies from the customers of Marcos is directly collected by YOU for transactions done through the Marcos Platform, all payments due to Marcos shall be made by You to MARCOS as per platform charges specified within 4 working days of the transaction date failing which You agree to pay the penalty charge of Rs 10/- (Rupees ten only per day) plus GST levied from the 5th day of non-receipt of the platform charges till the day the payment has been received (both days included).

20.0. Indeminity

YOU hereby covenants to indemnify and hold harmless Marcos (and its affiliates, employees, servants and agents) from and against all actions, claims, demands, losses, damages, costs and expenses for which  Marcos shall or may be or become  liable in respect of and to the extent that  they arise from:

• Committing any breach by YOU or contravention of the terms and conditions of this Agreement, its obligations under this  Agreement applicable Laws, applicable permits, codes, ordinances or regulations, bye laws;

  
  

• Committing any breach by YOU or contravention of the terms and conditions of this Agreement, its obligations under this  Agreement applicable Laws, applicable permits, codes, ordinances or regulations, bye laws;

  
  

• Any act of commission or omission, or default on the part of YOU and/or its personnel, representatives, officers, agents, affiliates;

  
  

• The negligent use, misuse, by YOU or any of its employee, servant, agent, with respect to the products and services provided to the user    (i.ecustomers of Marcos);

   

• YOU also agree to indemnify and hold harmless Marcos (and its affiliates, employees, servants and agents) from time to time and at  all  times hereafter, from and against, all notices, claims, demands, action, suits or proceedings given, made or initiated against Marcos on  account of  YOU, as also against all costs, charges and expenses suffered or incurred by Marcos as a result of any proceeding or legal action  filed by the customer or any third party.
  

   
  

21 .0.  Non- Exclusivity

Marcos reserves the right to enroll/ appoint other business owner in similar business as YOU for similar products and services as envisaged herein and YOU shall have no objection for the same and vice-versa.

22.0 .     Insurance

YOU hereby agree and confirm, it is the sole responsibility of YOU to maintain in full force and effect adequate workers’ compensation, liability, and other forms of insurance, in each case with insurers, with policy limits sufficient to protect and indemnify Marcos and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of YOU or Your personnel, assistants, agents, contractors, servants, or employees.

   

 23.0. Miscellaneous

Notices

•    Any notice pursuant to this Agreement shall be in writing signed by (or by any person duly authorized by) the Party giving it and may be served by hand delivery or courier.

•    All notices given in accordance with this Clause shall be deemed to have been served as follows:

    •        if delivered by hand, at the time of delivery; or

    •        if delivered by courier, 3 (three) business days after mailing by courier.

 

   Governing Law; Dispute Resolution 

This Agreement shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflict of laws of any other jurisdiction.

Any dispute, controversy or claims arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be settled by conciliation in accordance with the provisions of The Arbitration and Conciliation Act, 1996 failing which the dispute shall be resolved through arbitration by a sole arbitrator mutually appointed by both Parties. In the event the Parties are unable to mutually agree on the identity of the sole arbitrator in the manner specified above, then the arbitration proceedings shall be conducted by 3 (three) arbitrators of which the first arbitrator shall be appointed by Marcos, the second arbitrator by YOU and both such arbitrators appointed shall mutually appoint the third presiding arbitrator. The place of arbitration and conciliation shall be Mumbai and any settlement or award shall be made and deemed for all purposes to be made by the Parties in Mumbai.  The award of the arbitrator shall be final and binding upon the Parties. The language of arbitration shall be English.

Subject to the foregoing provisions of this Clause 11(b)(ii), nothing will preclude the Parties to approach courts of Mumbai, India which shall have exclusive jurisdiction, for remedies available at law to such Party.

 

Force Majeure 

Neither Party shall be liable for any loss or damage caused to the other, provided that the Party experiencing the delay promptly notifies the other Party of the delay for its failure to perform any or all of its obligations under this Agreement during any period in which such performance is delayed or rendered impractical or impossible occasioned by or caused due to events which are beyond the reasonable control of Parties such as Acts of God which includes natural calamities, fire, floods and droughts; wars, riots, insurrection, acts of the public enemy, terrorism (“Force Majeure Event”); provided, however, that in the event a Force Majeure Event persists for 60 (sixty) days or more, either Party shall have the right, but not the obligation, to terminate this Agreement. 

 

Relationship of Parties 

The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture, or employer-employee relationship.

 

Binding Effect; Severability  

•     All terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the legal representatives, successors and assigns of the Parties.

•     Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.

 

 

No Partnership, Agency or Third Party Beneficiaries 

Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or constitute any Party as the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner or give rise to fiduciary duties by a Party in favor of another.

 

Assignment and Waiver 

•     Neither Party can assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other  Party. 

•     No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.