This agreement (“Agreement”) is made effective as of acceptance date of this Terms & Conditions for consideration of the bartering of deals “Barter Deal(s)” offered on “Wellnessta Platform” (which includes any of Wellnessta’s websites and mobile applications.
Wellnessta Private Limited ("Wellnessta"), a corporation organised under the Companies Act; authorised to carry on business in India to carry on the business of providing all types of e-commerce services including providing cloud software, buying and selling of solutions and options and related consultancy services either directly or indirectly or through brokers or licensees and also providing franchising and management services, publishing content online, print or any medium in India or outside India either singly or jointly or in Partnership with any person(s) or Body corporate or partnership Firm.
A registered Service Provider/ Vendor (“Vendor”) Wellnessta and the Vendor shall hereinafter be jointly referred to as the “Parties” and severally as the “Party”.
Wellnessta and the Vendor jointly agree to be bound by the following terms and conditions when bartering goods and/ or Services as outlined below (the “Barter Goods”). NOW, THEREFORE, IT IS HEREBY AGREED as follows:
- Wellnessta offers various digital banner advertising space, dynamic ads, spot-light announcement and/ or sponsored listing space Barter Deals as per pre-defined marked, position, dimensions or sizes on Wellnesta Platform to the Vendors.
- The Vendors shall offer Free Gift Coupons / Vouchers for services / goods, offered by them at the value of which will be considered and calculated at thirty percent (30%) discounted rate of their regular rate card or rates and quantity as agreed by and between the Parties.
- The delivery of the Barter Goods is to be made by the Vendor within 30 days from the date of order.
- Wellnessta shall deliver Barter Goods within 90 days subjected to availability on first -come-first serve basis of digital advertising space, spot-light announcement and/ or sponsored listing as agreed by and between the Parties.
- Both Parties agree to adhere to the delivery schedule as set by the Parties. Timely delivery is subject to both parties responding to each others’ requests for information, documentation and necessary non-service fees in a reasonable and timely manner.
- Each party states they are freely and legally entering into this barter agreement and will follow the below terms and conditions.
TERMS AND CONDITIONS
- The Vendor understands that all Barter Deals are made available by Wellnessta in limited numbers and are subjected to the availability of space, spots or slots as per the requirement of the of Wellnessta.
- Each Party agrees to inform the other of anticipated fee before commencement of any exchange of the Barter Goods under the Agreement.
- The Barter Deal can be withdrawn by Wellnessta without any pre-announcement or intimation at any point of time.
- Exchange of Barter Goods as per the Barter Deal shall occur on the date and time as mutually agreed by and between the Parties. Each Party shall to the best of their knowledge ensure that the pricing for their Barter Goods being offered represents the fair market value within the applicable industry.
- The Vendor shall not club two different Gift Vouchers against one barter deal of Barter Goods.
- The Vendor agrees to provide their effective printed rate card to Wellnessta for consideration of the Barter Deal.
- The Parties hereby agrees to cooperate with one another and to execute and deliver, or cause to be executed and delivered, to the other such additional instruments of conveyance and transfer and evidences of assumption as such party may reasonably request or as my be otherwise necessary or desirable to carry out the purpose of this Agreement.
Each Party understands that all Barter Deals are taxable under GST and Income Tax Laws and they will comply any statutory requirements.
Neither Party may assign any of its rights or obligation hereunder without the prior written consent of the other party.
REPRESENTATIONS AND WARRANTIES
- Both Parties warrants that it has title to such Barter Goods, free and clear from any lien or encumbrance. Other than set forth above, Barter Goods are sold, "as is, where is."
- Both Parties represents and warrants that (i) the Bartered Goods they have offered for barter can legally be sold by them and/ or their assigned agents or dealers and (ii) they have full power to enter into this agreement.
- Both Parties also represents and warrants that, to best of their knowledge, their Bartered Goods do not infringe upon any statutory copyrights or upon any common law rights, proprietary rights or any other rights whatsoever and that their Bartered Goods are free and clear of all encumbrances.
- Both Parties also represents and warrants to the best of their knowledge that the information include in this agreement is true and correct.
- The Parties will deliver the goods on the agreed date in working, well-kept condition. Neither of the Parties involved in this Agreement shall assign any rights to another person without prior written consent during any part of this Agreement term.
INTELLECTUAL PROPERTY RIGHTS
Both the Parties undertake, agree, declare and confirm that the goodwill, trademark, design, logo, website, webpage and all intellectual property and other rights in the Trade Name / Trade Description / Mark/s belong and shall continue to belong absolutely to and vest and shall continue to vest absolutely in their respective names and neither Party shall not have or claim and shall not at any time in future have or claim any right, title or interest therein.
This Agreement shall take full effect as of the agreement date and will end upon the exchange of the agreed goods as mentioned in this Agreement.
Both Parties agree that if a Party opts to terminate this barter arrangement, that Party agrees to compensate the other Party fairly for any service(s) provided to date of termination notice. However, the Party that did not opt for termination will owe no compensation to the Party that terminates the Agreement.
- The Parties shall indemnify and hold each other harmless, its officers, trustees, agents assigns, and employees, against any claims, demands, suits, losses, liabilities and costs, including attorneys’ fees, arising out of any alleged breach of the foregoing warranties or any alleged violation of copyright or other property rights, losses or costs regarding the breach of any portion of this contract. Any damage or loss associated with the products being bartered shall be borne by the party in possession of the property at the time the damage occurs.
- The Vendor indemnifies defend and hold Wellnessta harmless its officers, trustees, agents, assigns, and employees, from and against any and all claims, demands, suits, losses, liabilities and costs, including attorneys’ fee, arising out of any harm caused to Wellnessta’s Users while availing services offered/ provided by the Vendor under the Free Gift Coupon of the Vendors.
DISPUTE RESOLUTION AND ARBITRATION
All disputes arising out of this Program shall be referred to arbitration under Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be referred to a sole arbitrator who is on the panel of the Indian Merchant Chamber. The venue of Arbitration will be Mumbai and the language of the proceedings shall be English.
This Agreement is governed by and is to be construed in accordance with the laws of the Republic of India. The Courts in Mumbai shall have exclusive jurisdiction.
- This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral between the parties with respect to the subject matter hereof.
The Barter Deal is offered to The Vendor conditioned upon your acceptance of the terms, conditions and notices set forth below (collectively, this “Agreement”). By clicking “I Agree” button below, The Vendor agree to be bound by this Agreement and represent that you have read and understood its terms. Please read this Agreement carefully, as it contains information concerning your legal rights and limitations on these rights, as well as a section regarding applicable law and jurisdiction of disputes. If you do not accept all of these terms and conditions, you are not authorised for Barter Deal.
I have read above Terms & Conditions mentions carefully and I understand that by pressing Agree Button below I will agree to this Agreement.