Terms & Conditions

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING DOCUMENT BETWEEN THE PARTIES I.E. THE ENTITY AND CHIRPY ONLINE PVT. LTD. (www.mschirpy.com) (TERMS AS DEFINED BELOW). THE TERMS WILL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES INCLUDING BUT NOT LIMITED TO, LISTING, MARKETING AND DELIVERY OF ANY PRODUCT OR SERVICE THROUGH THE WEBSITE OR APPLICATION. ANY ADDITION OR MODIFICATION TO THIS AGREEMENT WILL PREVAIL OVER THE ORIGINAL AGREEMENT.

INTERPRETATION:

Terms other than those defined within this Agreement will be given their plain English meaning, and those terms, acronyms, and phrases known in the information and communications technology industry shall be interpreted in accordance with their generally accepted meanings.

If any conflict exists between the provisions of this Agreement and any Annexures attached hereto, the provisions of the Annexures shall prevail.

When any number of days is prescribed in this Agreement, it shall be reckoned to exclude the first and to include the last day.

Any reference in this Agreement to legislation or subordinate legislation is to such legislation or subordinate legislation at the date of signature hereof and as amended and/or re-enacted from time to time.

Words importing the singular shall include the plural, and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing natural persons shall include legal persons, and vice versa.

WHEREAS,

CHIRPY Online Pvt. Ltd. owns and operates this marketplace which shall act as a platform for different stakeholders to sell and advertise their products or services and for buyers to access what is being offered by the and purchase the products being offered by the Seller;
The Entity is desirous of availing the marketplace as a platform to offer and sell their products or services to the users/buyers and has completed the Seller Registration Form to enroll as a registered seller on the Website; AND
The Entity agrees to the Terms and Conditions for offering for sale, and selling the products and services purchased by a Buyer (as defined) and accessing and using the Seller’s technology as specified in this Agreement.

THE PARTIES HERETO AGREE AS FOLLOWS:

DEFINITIONS:
1. “Affiliate” means any subsidiary of Chirpy Online Pvt. Ltd. or any such entity as held out.
2. “Agreement” shall mean this agreement in its entirety and all other annexures, appendices, schedules, exhibits attached or referred in this agreement including all other documents which may be signed between Chirpy Online Pvt. Ltd. And the Entity;
3. “API” means application program access including all related documentation meant for the purpose of integrating the Merchant’s information with the platform.
4. “Applicable Law” shall mean all applicable laws, statutes, ordinances, rules, regulations, guidelines, policies and other pronouncements including amendments thereof having the force of law by Central, State, municipality, court, tribunal, governmental authority, ministry, department, commission, regulator (including self-regulating codes) or any judicial forum.
5. “Application” any online, web-based application or component that is designed to interoperate with the services offered by Chirpy Online Pvt. Ltd. and is listed on the Marketplace.
6. “Buyer” shall mean any user of Chirpy Online Pvt. Ltd. who enables any purchase of the Seller through the Website. I.VII “Chirpy Wallet” means a payment mode available to all Chirpy Online Pvt Ltd registered users through which the Buyers may choose to pay for the Product/Service/Offer at the time of availing the Product/Service/Offer on Chirpy Online Pvt Ltd Platform (s).
7. Chirpy Online Pvt Ltd or CHIRPY Online shall mean a company incorporated and existing under the provisions of the (Indian) Companies Act, 1956, having its registered office at 145, Industrial Area, Phase II, Chandigarh -160002, India
8. “Chirpy Online Pvt Ltd Platform” shall mean the Platform operated by Chirpy Online Pvt Ltd through its website www.mschirpy.com and the Chirpy Online Pvt Ltd mobile application, and shall include any other Platform owned or operated by Chirpy Online Pvt Ltd from time to time.
9. “Commission” shall mean the percentage of commission payable to Chirpy Online Pvt Ltd by the Entity for every transaction by a Buyer redeeming the offer furnished by the Entity on the platform. No tax shall be levied on this amount.
10. “Content” shall entail all information about the products and services extended, without limitation to the product information, provided or made available by the Entity or its affiliates to CHIRPY Online for use of the market place or otherwise made available to the buyers through the platform.
11. “Effective Date” means the dates provided in the Agreement executed between the parties
12. “Entity” means third party vendors, distributors, wholesalers, retailers or legal owner or operating a commercial establishment or other incorporated company registered with CHIRPY Online to enable listing of their offers through the Platform
13. “Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;
14. “Invoice” shall refer to the Bill raised through the transactions conducted on the CHIRPY Online Portal. I.XI “Offers/Deals/Promotions” shall mean an offer placed/enlisted by the Entity for Buyers to avail the Entity’s Products/Services listed on Chirpy Online Pvt Ltd Platform (s), and includes Prepaid offers, Postpaid Offers, Smiles, Chirpy Wallet and Chirpy Rewards. I.XII “Payment Gateway” shall refer to the facilitator of payments on the website including e-wallet services to facilitate the collection of payments from the Buyers towards the transacted deals. I.XIII “Rewards” shall apply to buyers who have successfully transacted on the CHIRPY Online Platform and availed the offers extended by the Entities. I.XIV “Smiles” shall mean virtual currency accrued by a user of the website in pursuance of CHIRPY Online’s loyalty programme and shall be stored in Chirpy Wallet. Smiles will be accrued to the Buyer’s account and can be redeemed against purchases.
15. “Transaction” shall mean a bipartite exchange between the entity and the Buyer which shall produce the resultant order and on payment being made, the voucher would be issued to the Entity through Chirpy Online’s Portal. I.XVI “Voucher” means the receipt which will be issued to the Buyer on transacting with the Platform containing codes and terms of the Offer, redeemable against a seller’s products or services.
SCOPE:
1. The Entity shall use the Platform to list all of its offers/deals/promotions for sale only in the territory of India.
2. All necessary assistance shall be rendered by each party in such manner as agreed upon or as mutually agreed to enable CHIRPY Online to collect its payment on behalf of the Entity from the Buyer.
3. Each Party shall bear its own cost and be responsible for maintaining all equipment and facilities to ensure smooth performance of all its obligations under this agreement.
4. Entity shall ensure that only true and accurate information is furnished and no misleading information or description is offered on the Platform. All particulars shall be mentioned on the Platform with respect to every deal, offer or promotion.
5. Sales availed on the Platform will be facilitated through CHIRPY Online and all payments will be made using the platform.
6. Entity acknowledges that all payments collected by CHIRPY Online on behalf of the Entity shall be remitted by CHIRPY Online, recognizing that CHIRPY Online is neither a banking service or a financial service but merely an intermediary facilitating sales and payments. CHIRPY Online is neither acting in a fiduciary capacity nor as a trustee for an Entity or transaction on its platform.
7. The necessary infrastructure shall be provided by CHIRPY Online for facilitating any orders placed on the platform. All orders placed will be forwarded to the Entity through CHIRPY Online onto the Entity’s interface. Entity shall inform CHIRPY Online of all developments impacting sales or transactions on the platform.
8. Entity shall ensure that all Deals/Offers/Promotions are will be in accordance with the general terms and conditions of the Entity and no variance from its traditional channels of transacting shall be acceptable.
9. Subject to reasonable confidentiality obligations, either Party shall furnish all information, as requested.
10. Entity shall redress all grievances forwarded by CHIRPY Online from its Buyers against the Entity at the earliest and adopt reasonable measures with respect to the transaction.
ENTITY ELIGIBILITY:
1. Entity means any individual or entity existing validly under the laws in India, engaged in the business of providing any kind of product or services to its Buyers and competent to enter into a valid and binding agreement in India. Any Entity registered with CHIRPY Online shall be eligible to avail its services.
2. Entity shall have the sole responsibility to comply with all applicable laws. CHIRPY Online will have the authority to terminate your account, if found in breach of any existing law.
3. To avail the services offered by the Platform, you are first required to register on the platform by creating an Account. By creating your account, you agree and consent to this Agreement, Terms of Use and policies.
ENTITY’S OBLIGATIONS:
1. Entity agrees that CHIRPY Online Pvt Ltd’s role is limited to managing the Platform for the display of the Deals/Offers/Promotions and other incidental services to facilitate the Transactions between Entity and Buyer as an independent and objective market place provider. Therefore, CHIRPY Online Pvt Ltd is acting merely as an intermediary and is only a Platform where the Entity may offer its Deals/Offers/Promotions for sale. The contract for sale of any of the Deals/Offers/Promotions shall be a strictly bipartite contract between Entity and the Buyer. At no time shall CHIRPY Online Pvt Ltd have any obligations or liabilities in respect of such contract. The Entity agrees to promptly redress the Buyer complaints, which have been referred by a Platform party to the Entity in respect of the Products/services.
2. The Entity agrees that as a registered Seller of the Website, The Entity shall not transfer / sell / trade the Seller Panel to any other person or entity.
3. The Entity shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website. CHIRPY Online shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on the part of the Entity to provide updated and accurate Product information. The Entity shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfillment of orders.
4. The Entity confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website will cause harm and prejudice to the reputation and goodwill of CHIRPY Online. Further, if CHIRPY Online receives any complaint from any Buyer or if the Entity sells wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website then the Entity shall be liable to pay three times the Selling Price of the Product sold, as damages to Chirpy Online . Chirpy Online reserves the right to adjust the above amount from any amount accrued to the Entity pursuant to this Agreement.
5. During the Term, Entity shall appoint a representative who shall be CHIRPY Online Pvt Ltd’s point of contact for any and all matters related to this Agreement. The role of the representative will entail, but not be limited to, provide all information and assistance to CHIRPY Online Pvt. Ltd. as required and assist Buyers in resolving any queries, enquiries or grievances of the Buyers.
6. Entity shall be solely responsible and liable for any complaints and queries of the Buyer with respect to the Deals/Offers/Promotions or related services, delayed, non - fulfillment or any complaints with respect to the quality or quantity or any matter thereof in connection of any Deals/Offers/Promotions.
7. Entity shall immediately inform CHIRPY Online Pvt Ltd of any information that is likely to impact the Deals/Offers/Promotions or services thereof; however, such communication of information shall not absolve the Entity from its other obligations undertaken under this Agreement. The Entity shall address and resolve all Buyer complaints received by a Platform Party relating to the value, quality or any other issues relating to the products/services promptly within timelines prescribed by the relevant Platform Party or Applicable Laws. Further the Entity shall be solely liable and bound to take action on complaints raised by Buyer pertaining to the Deals/Offers/Promotions and the products/services provided thereto.
8. The Entity acknowledges and agrees that it will be solely responsible for providing the products/services to the Buyers. CHIRPY Online Pvt Ltd shall not be responsible for any unsatisfactory or delayed performance of the Entity including delays as a result of the Deals/Offers/Promotions being out of stock. The Entity will be responsible for the warranty and guarantee of the quality, expertise, safety, usability, permits or the like of any service or product or activity being marketed on the Platform and the responsibility for the same shall, at all times, during and after the Term of the Agreement remain with the Entity. Platform Parties are not originators of or for any third party or content on the Platform.
9. The Entity agrees to accept payments only through the Platforms, should a Buyer approach the Entity by making reservation through the Platforms and not accept payment through any other means. The Entity also agrees to not to cancel or reject the booking of the Buyer after accepting the same.
10. Entity shall maintain records of all the Deals/Offers/Promotions purchased by the Buyer through the Platform, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Platform’s Buyer service purposes. In case of “Cashback”, the Entity shall retain proof of payment for a period of 180 days from the date of providing the products/services to the Buyer.
11. Entity shall provide all information and assistance as may be requested by Platform Parties or their Buyer service centers to assist Buyers in resolving any queries, enquiries or grievances, provided however that it is understood that the overall responsibility for resolving any queries, enquiries or grievances of Buyers is of the Entity. Platform Parties disclaim any liability arising due to delay in providing information to Buyers, or failure in resolution of queries, grievances and disputes of Buyers to their satisfaction.
12. The Entity undertakes to not indulge or provide information on the Platform which:
  1. It does not hold any valid right to transact or possess;
  2. Is harmful, defamatory, blasphemous, obscene, libelous, objectionable, disparaging or otherwise unlawful;
  3. Harms minors in any way prohibited under the law;
  4. Infringes upon the intellectual property rights of another entity or company;
  5. Violates any law in force for the time being;
  6. Is deceiving or misleading or false in any way;
  7. Threaten the unity, integrity, defense, security or sovereignty of the India, its friendly relations with foreign states, public order, incite any cognizable offence or prevent the investigation of any offence.
13. The Entity, with regard to products and services dispatched to Buyers, undertakes and warrants the same to be:
  1. Of High Quality;
  2. Fit for consumption;
  3. Compliant with all laws in force;
14. All complaints addressed to the Entity by any Buyer will be redressed timely. If CHIRPY Online is not satisfied with the Buyer satisfaction recourse taken by the Entity, it shall redress the grievance in its personal capacity and will be entitled to either deduct an equivalent amount from the Entity’s account or take recourse to any other remedy, including legal remedies or delisting the Entity from the Platform.
15. All personnel deployed by the Entity should have attained majority and adequate police verification and background checks be conducted and records of the same be maintained. The Entity shall undertake to maintain the highest ethical standards, ensure quality and internal controls, conduct frequent performance checks and ensure safety of all personnel deployed.
16. Entity shall provide CHIRPY Online with monthly reports detailing, but not confined to, number of transactions conducted by the Entity and all Deals, Offers and promotions extended along with any other data requested. CHIRPY Online shall furnish data, as reasonably requested by the Entity with respect to the Entity’s transactions.
17. CHIRPY Online shall provide an infrastructure platform known as “Entity Extranet” to enable the Entity to track its success of the Product/service marketed on the Platform.
18. In case of cancellation of the Order/Sales due to fault of the Entity, or where the Order/Sales has been cancelled or service is not rendered due to any reason/fault attributable to Entity, Chirpy Online Pvt Ltd shall refund to the Buyer the Selling Price paid by the Buyer while availing the Order/Sales on behalf of the Entity. Further, the Entity shall be liable to pay Chirpy Online Pvt Ltd and Chirpy Online Pvt Ltd shall be entitled to recover from Entity the Commission and Selling Price paid by the Buyer, from the Entity Proceeds that may be due and payable under this Agreement. If the Entity Proceeds for the Deals/Offers/Promotions has already been passed on to the Entity then Chirpy Online Pvt Ltd shall adjust the amount refunded against future Orders/Deals/Entity Proceeds of the Entity. If no Entity Proceeds is remaining with Chirpy Online Pvt Ltd then Entity shall forthwith upon demand from Chirpy Online Pvt Ltd, refund the amount to Chirpy Online Pvt Ltd without demur or deduction. In the event of any default by Entity to deliver the Order/Sales or render services, Entity shall immediately send an email to Chirpy Online Pvt Ltd and Buyer informing of such non-delivery or the cancellation and the reasons thereof. In such events, Chirpy Online Pvt Ltd at its discretion might cancel such orders and mark them under Entity cancellation and refund the amount so paid by the Buyer.
19. The Entity shall ensure that it will not discriminate between buyers transacting with the Entity through CHIRPY Online and buyers through the traditional channels of the Entity.
20. The entity shall be entitled to furnish a copy of its GSTIN, TAN, PAN Card and other documents as requested by CHIRPY Online to meet its legal obligations and as specified. Failure to comply would result in immediate delisting of the Entity alongwith payment of commensurate compensation.
21. The Entity hereby testifies that it is not a related party under the provisions of the Companies Act, 2013 and any of its rules thereto. The Entity undertakes to disclose the same to CHIRPY Online in the event it becomes a Related Party.
22. The Entity confirms and declares that it shall provide all information about its group companies transacting on the portal of CHIRPY Online. In the event, the Entity and/or any of its group companies exceed 25% of the total volume of sales being transacted through CHIRPY Online’s Portal, CHIRPY Online shall be entitled to suspend and terminate the products and/or services listed on the Portal for such period as it may determine in compliance with Department of Industrial Policy and Production (DIPP) guidelines. Such suspension or termination shall not constitute breach by CHIRPY Online.
23. The Entity shall allow CHIRPY Online to inspect all establishments offering services of Wellness such as spas, salons, wellness centres, Fitness centres and other such similar establishments. The Entity shall undertake to not infringe upon any applicable Law rendering such services including, but not limited to, Immoral Traffic (Prevention) Act, 1956, Protection of Children from Sexual Offences Act, 2012, Prohibition of Child Marriage Act, 2006, Bonded Labour System (Abolition) Act, 1976, Indian Penal Code, 1860, Child Labour (Prohibition and Regulation) Act, 1986, Transplantation of Human Organs Act, 1994 and any other Applicable Laws
PAYMENTS:
1. CHIRPY Online will earn a commission equal to a percentage of Sales Proceeds from each sale of Seller’s Products through the CHIRPY website. The Commission Percentages for Seller’s Products are specific to each Chirpy Online category and are listed in the Seller Portal. The Commission Percentages are subject to change at any time, without prior notice to the Seller, and shall be effective as soon as the changes are reflected on the Seller Portal.
2. Chirpy Online will collect payment made by a Buyer for Offers purchased through the Payment Gateway or on its own.
3. The Entity shall not accept any other means of payment except through the payment gateway made available on CHIRPY Online. If any Entity is in violation of this clause, it shall be penalized subject to Clause VIII i.e. Bypassing Penalties.
4. Chirpy Online shall issue a Voucher to the Buyer. The Entity upon presentation of the Voucher shall provide the products/services to the Buyer within the validity period of the offer and in accordance with the terms of the Offer. The voucher is only a confirmation of the advance payment received from the Buyer.
5. Commission for Cashback shall be agreed under the Form and may be modified from time to time upon mutual agreement between the Entity and Chirpy Online Pvt Ltd. The Entity may at any time modify/remove the additional Cashback offered in relation to cashback on the Chirpy Online Pvt Ltd Platform.
6. Chirpy Online Pvt Ltd shall issue a payment confirmation notification to the Buyer upon completion of payment by the Buyer.
7. Parties agree and acknowledge that Chirpy Online Pvt Ltd shall be entitled to recover/adjust any outstanding amount due and payable by the Entity to Chirpy Online Pvt Ltd under this Agreement from any Entity Proceeds payable to Entity and Entity undertakes not to object to such recovery/adjustment.
8. Payments received from the Buyer by Chirpy Online Pvt Ltd shall be remitted to the Entity, after adjustment of the Commission percentages required to be paid to the Platform Party by the Entity post redemption of the Voucher.
9. Entity agrees and acknowledges that it will be liable to pay the Commission payable to Chirpy Online Pvt Ltd and applicable taxes on it for all the Orders received through Chirpy Online Pvt Ltd. The Entity is responsible for its taxes, including but not limited to Goods and Services tax (GST) and all related compliances/clearances to be obtained for providing products/services for the bookings received through Chirpy Online ’s platform. Chirpy Online shall have no liability and shall not bear any such tax in any manner whatsoever.
10. Chirpy Online Pvt Ltd shall release the payment of the Entity Proceeds to the Entity within 7 (seven) business days from the date of the Transaction, after deducting the Commission, tax deducted at source (TDS) or any fees payable to Chirpy Online Pvt Ltd and applicable taxes. The Platform shall reimburse to the Entity the amount for the tax deducted at source (TDS) as would have been deposited by the Entity on Marketplace Fee within 7 working days of the Entity submitting the TDS Certificates with the Platform. Where any Marketplace Fee due to a Platform Party, the Platform Party may deduct such amounts from payments required to be made by it.
11. Entity agrees that Chirpy Online Pvt Ltd shall, at all times, have the right and option to deduct / adjust any payments due to or from the Entity in one Transaction, against any payments due to or from the Entity in other Transactions.
12. Upon termination or expiration of this Agreement, Entity shall forthwith refund any “Advance Amount” paid in advance by Chirpy Online Pvt Ltd being inclusive of GST. In the event a Platform Party has provided any “Advance Amount” to the Entity, the Platform Party shall adjust the payments collected on behalf of Entity post redemption of the Vouchers and retain Platform Party’s Marketplace Fee from the “Advance Amount”. Upon exhaustion of the Advance Amount or at any time during the Term of the Agreement, the Parties may agree to a further advance or to a different payment mechanism of transfer of payment amount to the Entity on redemption on a weekly basis.
13. If Chirpy Online suspects any fraudulent transaction from the Entity’s account then it shall have the right to not process such payment or reverse such payment or ask Buyer to reverse their payment. If required, Chirpy Online will share the details of the Entity with governmental authorities.
TRANSACTING ON THE PORTAL:
1. The Entity shall offer pre-paid offers which could include cashbacks to the buyers on the CHIRPY Online portal for sale in the territory of India.
2. CHIRPY Online shall collect the payment made by any buyer towards any Entity’s offer, deals or promotions through its payment gateway.
3. CHIRPY Online shall issue a voucher to the buyer, upon presentation of which the products and services shall be dispatched to the Buyer within the validity period of the Offer, in consonance with the terms and conditions offered. The voucher shall only be testimony to advance payment and cannot be used for any other purpose.
4. The Entity shall be empowered to elect buyers to offer cashback or additional discount, through the portal of CHIRPY Online. Additional fees for Cashback shall be agreed under the Form extended to the entity and can be modified or removed at any time on CHIRPY Online’s platform.
5. A payment confirmation shall be issued to the Buyer completion of payment by the Buyer.
6. Payments received by CHIRPY Online’s platform shall be remitted to the Entity after adjusting the Commission
TAXATION:
1. The Entity shall be responsible for payment of all applicable taxes including SGST, CGST, UTGST, IGST, Compensation cess and/or any other taxes, cess, levies, costs or expenses applicable to the transactions conducted.
2. The Entity shall be responsible for raising all valid invoices such as credit notes, debit notes or any other prescribed document in compliance with the laws governing the Goods and Services Tax.
3. All payments made by CHIRPY Online to the Entity shall be subject to Tax Collected at Source (TCS) at the rate prescribed under the GST Act, Income Tax Act or other prevailing laws.
4. Entity agrees that invoices will be raised at the address appearing in the record of CHIRPY Online and acknowledges that CHIRPY Online reserves the right to raise invoice from single or multiple states or locations. Entity shall further agree to abide by the GST laws applicable to the locations wherein invoices have been raised from the customer.
5. Entity agrees that GST applicable on any charges/payment recovered as financial charges on overdue amounts, fees or damages shall be in addition to the aforementioned amount and the Entity shall not object to the same.
6. Entity agrees that it has all necessary licenses and registrations including GSt Registration to be able to transact on the CHIRPY Online platform. Certified copies of all licenses and registrations including GST Registration (State and/or Central) shall be furnished to CHIRPY Online and Harmonized System of Nomenclature i.e. HSN Code shall be provided to CHIRPY Online to be able to list products and services.
7. Entity represents that if any adjustment arises wrt any listed Deal, Offer or Promotion, proper credit notes shall be issued to CHIRPY Online as per the format prescribed under the GST Act within the prescribed limit.
8. Entity agrees to furnish its GST Complaince Rating and shall update CHIPY Online in case of any change in its ratings.
9. Entity agrees to provide correct details of the Buyer including the Customer’s GSTIN when furnishing the returns for GST in accordance with the sales made to a Buyer registered with GST who has provided their GSTIN details while placing the order so as to enable the Buyer to claim the Input Tax Credit of GST.
10. Entity agrees to pass the GST benefits to the Buyer as per statutory mandates and if the Entity lapses in its statutory requirement, CHIRPY Online reserves the right to adjust the GST amount from the Entity’s payout and make the requisite payments. Repetitive lapses on part of the Entity shall result in delisting from the platform.
REPRESENTATIONSAND WARRANTIES:
1. The Entity has all valid and subsisting certifications, affiliations, licenses, permissions and approvals as required to be taken from the relevant authorities, as applicable, for the performance of its obligations in the Territory and that it shall comply with all Applicable Laws, rules and regulations, and the amendments thereof and shall maintain all such licenses and registrations, etc., required for making available/listing of the Deals/Offers/Promotions online or otherwise during the Term of this Agreement.
2. The Entity agrees, represents and warrants that the Entity shall not, during the Term, offer the Deals/Offers/Promotions on the Platform, to any other website or through any other online aggregator/ online agent at a price which is less than the Selling Price, as listed on the Platform.
3. The entity has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances and to sell the Products.
4. Entities and all of its employees, subcontractors, agents and suppliers will comply with all applicable Law, as may be amended from time to time, in performing any of its obligations or exercising any of its rights under or related to this Agreement. All Products (including all packaging) and Content will comply with applicable Law.
5. All trademarks and rights, title, interest in intellectual property relating to offers and products and services offered are owned solely by the Entity and do not infringe upon rights of any third party.
6. If any Entity decides to cease work or its operations or is unable to meet its deliverables, it shall promptly inform CHIRPY Online.
7. No disparaging or negative influence or remarks shall be cast by the Entity on the Platform or any of its users relating to the use of the Platform. This clause shall subsist even after the termination of this agreement.
8. Entity agrees that no obligation to assume success of the products or services transacted on the portal is guaranteed. CHIRPY Online is merely acting as a facilitator between the Entities and the buyers. No exclusivity to any space shall be granted to any Entity on CHIRPY Online.
INTELLECTUAL PROPERTY RIGHTS:
1. Entity acknowledges and agrees that, as between the parties, Chirpy Online owns all interest in and to the Website, Application, Buyer data, Trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected from the website and the application, photographs, graphics, video recordings, artwork, text or any other content provided by Chirpy Online . Chirpy Online grants the Entity a limited, non exclusive, revocable, non transferable license during the term to use Chirpy Online ’s platform solely for the purposes permitted by the software. Entity shall not take any action to challenge or object to the validity of Chirpy Online ’s rights in the Chirpy Online IP or Chirpy Online ’s ownership or registration thereof.
2. Entity grants CHIRPY Online the right to display and delist all deals, offers or promotions along with all its intellectual property including its logos, trademark and/or brand name for marketing and selling through the platform.
3. Entity acknowledges that CHIRPY Online shall be empowered to remove or delist any products or services listed on receiving a written notification of any alleged infringement of any third party’s intellectual property rights at its sole discretion.
4. The Entity shall grant to CHIRPY Online an unrestricted, non exclusive, royalty free right and license to use its Platform and reproduce and display in marketing or on social media communications, to promote the platform of CHIRPY Online by using all if the Entity’s information, including but not restricted to the Entity’s name, establishment, name, logo, prices quoted for the offer. This shall also include use of the Entity’s name in the context of Google ad words to support advertising and promotional campaigns and promote online ordering on the Internet AND preparation of all derivative work, including information transmitted or submitted through CHIRPY Online’s platform which shall be considered as non confidential, subject to applicable laws.
TERM:
1. This Agreement will apply to the Entity from the moment of registration on or use of Chirpy Online ’s platform, and shall continue to apply for so long as the Entity remains part of the Platform;
2. Entity acknowledges and agrees that Chirpy Online may amend and/or replace this Agreement at any time in its sole discretion, and by logging onto the Platform, the Entity shall automatically be bound by the latest Agreement.
3. Chirpy Online reserves the right to determine eligible Sellers on the Website. Chirpy Online also reserves the right to suspend access to registered Sellers to the Website and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. Chirpy Online also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on its Website without prior intimation.
BYPASSING PENALTIES:
If any Entity tries to induce a Buyer to dispense with the services of Chirpy Online and solicits direct business, then the onus to prove innocence will be on the Entity and not on Chirpy Online . The Entity will be liable to be penalized in consonance with such actions and a notice will be served to the Entity to showcase its stance. The Entity will be liable to pay the following:
First instance of bypassing: Rs. 25,000 or five times the amount solicited, whichever is higher. On a second instance of bypassing, the Entity will be liable to pay Rs. 50000 or five times the amount solicited, whichever is higher, and will be delisted from the Platform.
INDEMNIFICATION:
To the extent allowed under applicable law, Entity agrees to defend, indemnify and hold Chirpy Online , its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following:
1. any breach or alleged breach by Entity of this Agreement, or the representations and warranties made in this Agreement;
2. any claim for state sales, use, or similar tax obligations of Entity arising from the sale and redemption of a Voucher;
3. any claim arising out of a violation of any law or regulation by Entity or governing Entity’s goods and/or services;
4. any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Entity and/or pick up of the goods and services, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages;
5. any claim by a purchaser for the Amount Paid; (g) any claim arising out of Entity’s misuse of Buyer Data, or any violation of an applicable data privacy or security law; and (h) any claim arising out of Merchant’s negligence, fraud or willful misconduct.
Entity’s duty to defend and indemnify Chirpy Online includes the duty to pay Chirpy Online’s reasonable attorneys’ fees and costs, including any expert fees.
TERMINATION:
1. This Agreement will continue in effect until terminated by either party in accordance terms and conditions stated in this Agreement. Chirpy Online is authorized to terminate this Agreement, at any time for any reason, upon written notice to the Entity. Entity is authorized to terminate this Agreement upon seven (7) business days prior written notice to Chirpy Online . Termination of this Agreement will not in any way affect Entity’s obligation to redeem any Voucher according to the terms of this Agreement, including the obligation to honor the Voucher for the Amount Paid after the Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term.
2. Immediate termination shall be warranted in the following events:
  1. If the Entity is in breach of its obligations, representations or warranties or any other material terms contained in the Agreement and the breach is not cured within fifteen days after written notice.
  2. If an insolvency or bankruptcy petition is filed against the Entity or any assignment for the benefit of creditors is made
  3. If a Receiver or an administrative receiver or administrator is appointed;
  4. If representations and warranties made is found to be false, incorrect, fraudulent, negligent, incomplete or misleading or fraudulent or willful misconduct by the Entity or any actions/costs or loss of credit or demand from the resultant actions of the Entity due to non compliance with GST Rules and regulations.
3. CHIRPY Online shall have the right to temporarily suspend the activities of any Entity on its platform for any period of time on occurrence of any of the following:
  1. Engaging in unethical practice of business
  2. User experience is unsatisfactory as per CHIRPY Online’s standards
  3. The Entity fails to carry out its activities on the Platform
  4. Upon the happening of any Bankruptcy Proceeding including appointment of Receiver, Administrator, Liquidator, Winding up or dissolution
  5. Non compliance with applicable law
  6. Entity’s business is approaching a temporary or partial shut down;
4. On termination, the following provisions shall apply:
  All contacts of the Entity with CHIRPY Online’s Platform shall be blocked and no access will be given to the Entity to list any of its Deals, Offers or promotions to the Buyers. The registration shall stand cancelled with immediate effect and the Entity will be allowed to re-register only with CHIRPY Online’s permission.
5. Each Party shall return all confidential material, documents and materials in their possession, except as required for auditing or archival. If the confidential information cannot be returned in a material form, the Party agrees to destroy all such information and provide a Certificate of Destruction.
6. All clauses which shall survive the termination of this agreement, will be binding on both the parties.
7. On termination, Entity will be entitled only to the proceeds which have become due on the proceeds extended for all purchases of listed Deals, Offers or promotions made on CHIRPY Online’s Platform. CHIRPY Online shall be entitled to adjust all monies due from the Entity till the date of termination, payable to the Entity. Entity shall be solely liable for all requests made by the Buyers with respect to cancellation, modification or refund even after termination.
8. CHIRPY Online, subsequent to termination, shall be entitled to withhold the proceeds of the Entity to handle and manage all modifications, cancellations of the Deals, Offers or Promotions redeemed by the Buyer or to resolve the complaints of the Buyers subject to non fulfilment by the Entity. If there are no pending proceeds, the Entity shall, without causing any hindrances, demand from the Entity such amount as equivalent to the pending arrears caused on account of the Entity’s non fulfilment of Deals, Orders or promotions.
9. Termination of this agreement shall not limit availing of any remedy (including a claim for damages) which either Party may have on account of termination of this Agreement.
10. Termination of this Agreement shall have no effect on rights and liabilities which have accrued on the date of termination and shall not have any impact on the vouchers already issued to Buyers or the Entity’s obligations, arising under the Agreement which may affect the Buyers. The Entity shall be obligated to return all amounts not utilized as reflecting in CHIRPY Online’s platform within three days of termination of the agreement.
11. The Entity shall be responsible for informing CHIRPY Online on account of closure of the Entity’s establishment or any such changes to any establishment. In the event of winding up or closure of the business of the Entity or deliberate suspension of the Entity’s obligations on CHIRPY Online’s platform, the Entity shall refund the entire amount or as proportionately calculated within three days of such closure or winding up or suspension.
  On account of closure of one outlet of the Entity, it shall be the sole prerogative of CHIRPY Online to utilize the outstanding advance amounts at other outlets which haven’t closed down. If such consent is not granted, the Entity shall be liable to refund the amount as calculated from the Entity’s records till its closure within three days of such closure or winding up.
MISCELLANEOUS:
1. Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party.
2. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.
3. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.
GOVERNING LAW AND JURISDICTION:
Subject to Clause X of Dispute, Resolution, The Parties mutually acknowledge and agree that this Agreement will be construed and enforced in accordance with the Laws of India and without regard to any conflict of law provisions. The Parties agree that in any dispute arising from or related to this Agreement, shall be subject to the exclusive jurisdiction of the Punjab & Haryana High Court, Chandigarh. The Parties mutually acknowledge and agree that they will not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. The Parties acknowledge that they have read and understand this Section and agree voluntarily to its terms.
DISPUTE RESOLUTION:
If any dispute arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held at Chandigarh, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties
LIMITATION OF LIABILITY:
In no event shall Chirpy Online be liable to seller or any third party under any theory of tort, contract, strict liability or other legal or equitable theory for:
1. lost profits, lost revenue, loss of business or loss of data;
2. exemplary, punitive, special, incidental, indirect or consequential damages or the like; or
3. for cost of cover, recovery or recoupment of any investment, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether Chirpy Online has been advised of the possibility of such damages.
MONETARY CAP:
In no event shall Chirpy Online ’s aggregate liability to seller or any third party for any claims, losses, injuries, suits, demands, judgments, liabilities, costs, expenses or damages for any cause whatsoever, and regardless of the form of action or legal theory, exceed the Commission paid by seller to Chirpy Online pursuant to this agreement. the limitations of liability reflect the allocation of risk between the parties. the limitations specified in this section will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CHIRPY ONLINE PVT. LTD. DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY ENTITY OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR ENTITY.