Business Agreement

 
AGREEMENT FOR ACCESS AND USE OF FREEDEEM WEBSITE/APP FOR BUSINESS ESTABLISHMENT
Welcome to Freedeem: A platform to help business grow along with benefit of customers.
This document is an electronic record under Information Technology Act, 2000 and its terms and conditions shall be intimated to the (Business establishments) of FREEDEEM prior to entering into any transactions with them and Business establishments shall be informed of all the terms and conditions of the FREEDEEM scheme and shall come into force only after Business establishments of FREEDEEM give consent for using and registering them with the website/app of FREEDEEM after reading and understanding the scheme of FREEDEEM by clicking “I AGREE” button.
THIS AGREMENT contains the terms and conditions for accessing the FREEDEEM website/app owned by Dsoft Innovations LLP and use the permitted activities authenticated by FREEDEEM for registered Business establishments. This website/app is only platform where the users i.e. Registered Business establishments and buyers whether registered or not (of both the categories) with website/app owner shall meet and interact with one another at the time of sale/purchase transaction of products/services for obtaining/providing of discount offers to attract new as well as existing customers for mutual benefit. The entire scheme/or modus operandi is elaboratively described in detail in the website/app of FREEDEEM.
FREEDEEM has very limited role in this business activity and is strictly limited of being facilitator for smooth functioning of the scheme. FREEDEEM will assist the registered business establishments to create the discount/offers and assist customers in redemptions of these discount/ offers. The registered business establishment can access this website/app for the services offered by FREEDEEM on its mobile or on its internet connected device. For accessing the site/or using the services of FREEDEEM the Registered business establishments has to click “I AGREE” to bind itself by the terms and conditions of this agreement as listed below.
Every business interested in participating shall have to register its business in the first place with FREEDEEM website/app. After registration of the business with the FREEDEEM website/app business establishment will be able to participate in the activities in one of the following ways:
(i) Create new offers/discounts to attract new customers.
(ii) Retain their existing customers by offering its own discount coupons.
DEFINITIONS:
Agreement: Means the terms and conditions (T&C) contained herein for using the website/app and terms and conditions of privacy policy issued from time to time by FREEDEEM website/app. All combined shall form part of this agreement even after they are amended, notated, supplemented, replaced, deleted and updated subsequently.
Website: Website means www.FREEDEEM.in includes all on line platforms owned and operated by FREEDEEM for the facilitation of its services and for smooth functioning of its business.
App: App means FREEDEEM app published by Dsoft innovation LLP on play store as well as App Store which includes all on line platforms owned and operated by FREEDEEM for the facilitation of its services and for smooth functioning of its business.
Business Establishment: Means vendors/sellers who are registered with FREEDEEM website/app who offer various kinds of discounts / offers on sale of their product and services on the website/app.
Customer/Buyer: Means any person or legal entity competent to enter into contract as per Indian Contract Act, 1872 who accepts the offers of various kinds of discount/offers issued by registered business establishments on the website/app of FREEDEEM. Registration for customer/buyer on the website/app is optional.
User/You/Your : Means registered business establishments accessing the website/app for availing the services of FREEDEEM as stipulated on the website/app owned and maintained by DSoft Innovations LLP for providing the discount/offers to the Registered/Non Registered customer/buyer by the registered Business establishments as per their business policy and also as per the terms of FREEDEEM as stipulated on the website/app owned and maintained by DSoft Innovations LLP.
Term We/us/our: Means FREEDEEM website/app owned by Dsoft Innovations LLP.
Product and Services: Means goods or services sold/provided by the business establishments registered with FREEDEEM.
Coupon: Coupon means discount/offers offered by the registered establishments to buyers/customers.
Registration: Means registration of business establishments with FREEDEEM website/app by providing necessary details as stipulated by FREEDEEM for the purpose of registration. Registration for business establishments shall be free for 365 days from the date of approval of registration. Subsequent renewal of registration by business establishments shall be against fees.
Seller/Vendor: Means the owner/authorized representative of registered business establishments.
Transaction: Means a bipartite transaction of sale between the seller/vendor and customer/buyer for selling/purchasing of products/ services with the help of FREEDEEM website/app.
Territory: Means the Republic of India.
Fees of FREEDEEM: Means fees being charged from registered business establishments for transacting by using FREEDEEM website/app as decided by FREEDEEM from time to time.
FREEDEEM Wallet Points: Means value of recharge amount paid by registered business establishment.
Terms and Conditions for strict compliance by registered business establishments:
1. Registration of Business establishments:
a) The Seller/Vendor owning business establishments either in individual capacity and/or as an authorized representative of legal Business entity (person eligible to bind the said entity) by registering as Seller/Vendor on the website/app of FREEDEEM and further represents that Vendor/Seller is competent to contract under Indian Contract Act , 1872 and is of 18 years of age or more, is of sound mind and is not disabled by any law in India for entering into this agreement.
b) The Seller has to provide following documents for verification along with the declaration that the information given with regard to documents is true and correct
(i) GST number
(ii) Photo of GST certificate or Shop Act License
(iii) PAN card number.
(iv) Photo of cancelled cheque of the Bank where the business Establishment is having a running account.
(v) Address of registered office and principal place of business, contact details like email address, mobile or landline number.
(vi) Passport size photos along with names of owner/authorized representative.
2. The Seller/Vendor agrees that as a registered business establishment of FREEDEEM he shall not close/transfer/sell/assign his business to any other person during this agreement’s period with FREEDEEM without written intimation to FREEDEEM.
3. The Seller/Vendor agrees that he shall be responsible for maintaining the confidentiality of Seller panel registered with FREEDEEM website/app and the information provided therein, he shall not disclose nor part such information which comes into his possession during his dealing with FREEDEEM to a third party.
4. Seller/Vendor agrees that in case of breach of any conditions of this agreement, FREEDEEM shall have the authority and power to suspend the accessing right granted to the Seller/Vendor and terminate his agreement with FREEDEEM without assigning any reasons.
5. Seller/Vendor agrees that he shall provide details of all his product/service and also the details of various discount/offers he has declared for the benefit of customers under FREEDEEM website/app. He shall provide accurate and complete product information and also provide accurate and complete details of offers/discount to be made available to the customers on the website/app of FREEDEEM. Seller/Vendor agrees to keep this information updated from time to time without any failure to avoid unnecessary complications.
6. Seller/Vendor agrees that whatever discount/offers he has made and if that falls within the validity period shall be honored and redeemed by him without any demur on presentation by customer for redemption.
7. Seller/Vendor agrees that in case of not honoring the discount/offers as mentioned by him in the coupons he shall be liable for any legal consequences that may follow.
8. Seller/Vendor agrees that he shall not sell any products which are falling in the prohibited category for sale in India under any law for time being in force. Any breach of this term by Seller/Vendor shall be at his own risk and he shall be solely responsible for any legal consequences that may arise on this count.
9. Seller/Vendor agrees that he shall follow the practice of fair trade and shall not make any unlawful gains out of any sale of product/services made by him under the scheme of FREEDEEM.
10. Seller/Vendor agrees that he shall issue an invoice in the name of buyer. Seller/Vendor agrees that he shall pay all kinds of taxes as applicable including GST for the sale made by him. FREEDEEM shall not be liable for any default of any tax evasion or underpayment of tax made by the Seller/Vendor. The entire responsibility for tax liability shall vest with the Seller/Vendor
11. Seller/Vendor agrees that he shall not indulge any malpractice like delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective products and services to the buyer and shall ensure that customer is fully satisfied with his product/services.
12. Seller/Vendor agrees that he shall not sell/deliver any product/services which may harm the reputation and goodwill of FREEDEEM. FREEDEEM reserves its right to remove him from the registered business establishment category with the FREEDEEM website/app without any consent from the Seller/Vendor.
13. Seller/Vendor undertakes and agrees that sale of product/ services made by him is for genuine and original products and transaction of sale made by him is genuine.
14. Seller/Vendor undertakes and agrees that he shall not collude with customer/buyer by entering into bogus redemption transactions solely for benefitting the customer.
15. Seller/Vendor shall sell all the products at a sale price of the products mentioned in MRP in accordance with applicable laws, rules and regulations.
16. Seller/Vendor agrees that he shall redeem the discount/offers as per the formats/options provided by FREEDEEM under its business policy and terms when customer approaches him for purchasing Seller/Vendor’s products/services. He shall pass on the benefits of discount/offer as stated by him on the coupons without any demur and he shall collect the sale proceeds for the net amount after deducting the discount/offers.
17. Seller/Vendor agrees that he shall sell and deliver his products/services to the buyers in a timely manner as per the terms of this agreement with FREEDEEM.
18. Seller/Vendor agrees that he shall obtain/maintain necessary license/permits from relevant authorities for the sale of their products/services before entering into any transaction with customer/buyers.
19. Seller/Vendor agrees that he shall not sell during the term of this agreement any of his products/services to any other customer other than that of FREEDEEM website/app at a price which is less than the price offered to customers on FREEDEEM website/app.
20. Seller/Vendor agrees that FREEDEEM has right to limit, refuse, restrict, suspend or prohibit its services to Seller/Vendors if any breach of the terms of this agreement is committed by Seller/Vendor.
21. Seller/Vendor also agrees that FREEDEEM website/app has an absolute power to terminate this agreement without any prior notice for any violation of the terms of use/operational instructions.
22. Seller/Vendor agrees and acknowledges that FREEDEEM has got no role in purchase and sale transactions made by business establishments with the buyers/customers and role of FREEDEEM is strictly limited to that of facilitator. FREEDEEM shall not interfere nor will FREEDEEM be asked to get involved in the sale transaction made by Seller/Vendor to customer/buyer inter se.
23. Seller/Vendor also agrees and undertakes that he is accessing this website/app of FREEDEEM and transacting with customers/buyers solely at his risk. Seller/Vendor shall use his best and prudent judgment before entering into any sale transaction through this website/app.
24. Seller/Vendor acknowledges that FREEDEEM has no liability for any errors or omissions whether committed by him or by any third party including non performance of any of the parties.
25. Seller/Vendor agrees that all transactions of their sale of product/services shall be in Indian rupees and in Indian Territory only.
26. Seller/Vendor agrees that he shall handover the delivery of products/services only after receipt of full payment for the products/services and only after verifying on his part that customer is fully satisfied.
27. Seller/Vendor agrees that he shall abide by all the terms of the operational instructions of FREEDEEM website/app without any deviation even at the time of making/creating of offers/discount to the customer/buyers.
28. Seller/Vendor shall not inform any third party or to any unauthorized person about any content/scheme of FREEDEEM website/app to either by uploading or publishing to any other computer server, or website or any other medium for publication or distribution of information.
29. FREEDEEM Website/app shall be entitled to change, update/modify its content/operational instructions during the period of this agreement. Seller/Vendor shall not raise any objection to it and is bound to follow the terms/conditions immediately after the same are modified, changed or updated.
30. Seller/Vendor agrees that by registering the business establishment under this agreement he shall not create any relationship of the nature of partnership or agency with FREEDEEM website/app in his favour just by using this website/app.
31. Seller/Vendor agrees that he shall be bound by the Indian laws in force of the government whether Central, State or Local government. Any violation of such laws if made by the Seller/Vendor he shall be solely responsible for the consequences.
32. Seller/Vendor agrees that it shall not commit any infringement of intellectual property rights of any Merchant/Manufacturer. In case of such violations Seller/Vendor shall indemnify the FREEDEEM website/app against any loss, damages or claim made by such merchant/manufacturers.
33. Seller/Vendor agrees that he shall redeem discount/offers in the format/options permitted by FREEDEEM website/app only and he shall not be allowed to create any other offer/discount which is not conforming or permitted under the scheme of FREEDEEM website/app. The Seller/Vendor shall make redemption of discount/offers to the customer/buyer as these discount/offers are linked with purchase made by the customer/buyer.
34. Seller/Vendor agrees that immediately after entering into such redemption on purchase he shall intimate through his mobile phone/any internet connected device to FREEDEEM website/app all the details of such transaction.
35. Confidential Information: The Seller/Vendor shall not at any time divulge or allow to be divulged to any third person not connected with the FREEDEEM website any information which is confidential in nature. Unless the said information has come in public domain or it is strictly required for any legal proceedings. The Seller/Vendor shall be under obligation not to pass on any such information without the consent of FREEDEEM in writing to any third party not connected with business of FREEDEEM. The obligations under this clause shall survive even after the termination of this agreement.
36. Seller/Vendor agrees and undertakes that any typographical or any error in the issuance or redeeming coupons shall not vest any right in the Seller/Vendor for obtaining undue benefit of the offer from FREEDEEM and FREEDEEM shall have right to correct or recover the damage or loss caused to it on account of such errors from registered business establishments.
37. Seller/Vendor agrees and undertakes that non insistence on any conditions of this agreement shall not be treated as waiver of any of the rights of the FREEDEEM.
38. Force Majeure: FREEDEEM shall have no liability towards the Seller/Vendor in case of events happening are of the nature of force majeure till the effect of Force Majeure incidents are over. No party shall be held responsible for failure if they are unable to perform their obligations due to effect of Force Majeure events like floods, natural disasters, war, act of terror, political unrest, technical snags, act of God, and change of law or any occurrence beyond the reasonable control of the parties.
39. Seller/Vendor agrees and undertakes that he shall indemnify the FREEDEEM and its employees against any actions taken by the customers/third parties for any loss or damages suffered by business establishments.
40. Seller/Vendor agrees and undertakes that FREEDEEM has authority to change, alter, vary, delete, add any terms and conditions at any time after this agreement has come into force and seller/vendor shall not have any right to object to the same.
41. Seller/Vendor agrees and undertakes that FREEDEEM shall be authorized to give/use relevant information about him to third party without obtaining the necessary consent from the Seller/Vendors.
42. Seller/Vendor agrees and acknowledges that FREEDEEM shall not be responsible for any misbehavior or any tortuous behavior or negligence or any other action or omission by the customer or any claims made by the customers/buyers about deficiency in service or about quality of the product at any forum under any law.
43. Seller/Vendor shall not hold FREEDEEM responsible for any interruptions or failure in communication line or due to computer virus leading to destructions or alteration of any record in the functioning of FREEDEEM website/app.
44. Seller/Vendor agrees that FREEDEEM shall not be liable for any damages or cost on account of any dispute occurring between Seller/Vendor and Buyer/Customer nor the FREEDEEM shall be responsible nor liable to mediate to resolve any disputes between Seller/Vendors and Customer/Buyer. Resolution of such disputes shall be the responsibility of Seller/Vendor and no interference nor involvement of FREEDEEM shall be sought by the Seller/Vendor.
45. Seller/Vendor agrees and acknowledges that he has read all the terms and conditions of scheme of FREEDEEM website and has understood the same and has agreed to comply with the same without any demur the instructions issued by FREEDEEM and these instructions are mandatory in nature. Seller/Vendor shall be bound by cent percent compliance of all the terms and conditions or operational instructions along with the terms of this agreement to avail the benefits offered under FREEDEEM website.
46. The Seller/Vendor shall not be eligible for any benefits offered under the scheme of FREEDEEM if it is detected that he has indulged in unscrupulous activity, fraud or bulk sales or bogus sales (not genuine) by him to the customers. FREEDEEM website/app reserves its right inspect/scrutinize their records in such type of situations. Seller/Vendor shall allow the official of FREEDEEM website/app without any resistance and permit to inspect/scrutinize their records in such type of situations.
47. Seller/Vendor hereby agrees and acknowledges that for issuance/redemption of coupons from customer/buyers, it is bound by the commercial terms listed below as well as operating procedure listed in point no 48. The scheme of commercial terms is described in detail for the perusal of the registered business establishments.
a. The Seller/Vendor shall provide his/her mobile number or all other details for registration of its business establishment with FREEDEEM as required by FREEDEEM App. He shall give required information to FREEDEEM at the time of sale of his products/services to the customers for enabling the FREEDEEM to complete the necessary formalities for making customer/buyer eligible for any benefits from FREEDEEM under the scheme of FREEDEEM website/app.
b. Seller/Vendor shall strictly adhere to the rule of one use (once) of coupons and he shall not permit the use of the coupons in parts or installments to the customers.
c. Seller/Vender shall not club the benefit of discount /offers under the scheme with any other discount/offer while redeeming the coupons.
d. The Seller/Vendor shall use the coupons strictly within the validity period of coupons.
e. Seller/Vendor shall permit only those benefits which are mentioned on the coupons.
f. Seller/Vendor shall strictly adhere to return policy if any (of his registered business establishments) if same is mentioned on the coupons. In normal circumstances he shall not accept the goods back as returned once sold.
g. Any dispute between Seller/Vendor and Customer/Buyer shall be resolved directly by themselves and FREEDEEM shall not interfere in this dispute nor shall be held liable for any loss or damages suffered by customer/vendor in sale transactions entered by him.
h. Seller/Vendor shall intimate FREEDEEM website/app in advance about his various kinds of discount/offers in the formats of coupon permitted by FREEDEEM, he shall have right to exercise his options from the formats provided under the scheme by FEREDEEM website.
i. All applicable taxes including GST if any shall be borne/paid by the customer/buyers only.
j. Discount/offers are linked with sale of products/services hence no discount/offer is available if no sale is made.
k. Validity period of this agreement shall remain in force till the time, the registered business establishment has met all their respective obligations towards customers/buyers/other registered business establishments and FREEDEEM covered under this agreement. Any withdrawal from FREEDEEM scheme by the registered business establishment shall be permitted only after written intimation to FREEDEEM of minimum 1 month advance notice by it to FREEDEEM and it shall come into effect only after written approval is received from FREEDEEM. After receipt of approval, the amount of registered business establishment lying with FREEDEEM will be refunded after deducting all FREEDEEM’S dues including damages suffered by FREEDEEM due to default of registered business establishment, otherwise in case of non approval for withdrawal the accounts of registered business establishment shall not be settled and its amount lying with FREEDEEM shall be forfeited and no refund shall be given to registered business establishment.
48. Operating procedure for using FREEDEEM by Seller/ Vendor:
a. Seller/Vendor can use the FREEDEEM website/app either by downloading the app in his/her mobile or by accessing the same through any internet connected device which supports the same.
b. Seller/Vendor has to register with website/app using his/her mobile number to use FREEDEEM. One time password (OTP) shall be sent on his/her mobile number for validation of mobile number.
c. Seller/ Vendor will have to provide all mandatory information as well as documents necessary for registration of business. After all information is provided, office of FREEDEEM will undergo authentication process. Only if the registration is authenticated, seller/vendor will be allowed to use the FREEDEEM website/app as registered business establishment.
d. FREEDEEM website/app can disallow the registration of business establishment if it is not satisfied with the information as well as documents provided by the seller/vendor without citing any reason.
e. Once seller/vendor registers his/her business with FREEDEEM, he/she will be liable to pay the fees of FREEDEEM, unless there is any special scheme provided to use FREEDEEM website/app without payment of such fees of FREEDEEM.
f. Fees of FREEDEEM will have to be paid in advance and FREEDEEM wallet points shall be credited to the account of registered business establishment as per commercial terms of FREEDEEM.
g. As per current commercial policy of FREEDEEM, one wallet point shall be credited per Rupee from the advance amount paid by registered business establishment. E.g. if any registered business establishment recharges his account by Rs. 500/- it will be credited with 500 FREEDEEM wallet points. This is subject to change in case of change in company’s policy with regard to applicability of any tax. This scheme can be altered by FREEDEEM website/ app any time in future.
h. Seller/vendor can use such wallet points for using various paid services of Freedeem as decided from time to time.
i. Seller/ Vendor is permitted to use the FREEDEEM app on multiple mobile/ tablet or internet connected devices without any extra cost at present. However, in future FREEDEEM can charge fees of FREEDEEM based on number of devices and/or number of user’s basis at its sole discretion
j. Registered business establishment can create any number of offers / coupons using FREEDEEM website/app. Such offers will be authenticated by FREEDEEM and only if the same is approved, it will go live. At present charges for such creation of offers/ discounts are NIL per coupon per day. However, the same can be revised in future by FREEDEEM website/ app.
k. At the time of redemption of coupons, seller/ vendor will have to enter the mobile number of customer/ buyer. This will be validated by One Time Password on customer/ buyers mobile phone. Alternatively, seller/vendor can scan the QR Code from mobile phone of buyer/ customer and redeem the coupons.