Consent for service provider
CONSENT CUM UNDERTAKING BY SERVICE PROVIDER
The Service Providers and their services will be listed on the Website/Application of 44Services. The services listed will be available to the users and the users will be directly able to contact the service providers and avail their services. The Service Providers acknowledge that the Company is only an aggregator between service providers and the users. The Company shall in no way help in getting the payment made to you by the users. In case of non-payment by users, you acknowledge and consent that you will in no way hold the Company liable for such non-payment of dues. The company shall not be liable to pay any amount to the Service providers whatsoever. The service provider warrants that it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; and neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which the service Provider is bound. The Service Provider is in compliance with all applicable rules, regulations, and laws applicable to provision of the Services provided by the Service Provider. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to empanelment as a Service Provider and provide all of the materials you provide to us and to each user or other interested party as part of the empanelment process and later as part of being a Service Provider, including but not limited to any deliverables, white papers, case studies and service descriptions. The information you provide to 44Services under or in connection with this Agreement is true, accurate, current, and complete.
You shall complete your profile on our Website/Application and any other information requested in a full and accurate manner (“Response”). You will review and accept the Service Provider Agreement (Business Agreement) shared with you digitally from EchoSign or any other third-party tool made available by 44Services. The EchoSign or other third-party tool terms and charges of use shall be applicable to you. An authorized representative of your company/you must execute or sign the Service Provider Agreement (Business Agreement) to signify your consent and you agree that execution of this Agreement shall be binding on your company/you.
For the avoidance of doubt, please note that the acceptance and execution of this Service Provider Agreement does not automatically ensure your empanelment as a Service Provider. 44Services in its sole and absolute discretion shall select the Service Providers. If the information requested is contained in a separate document such a profile or annual report, please specifically say so and provide a specific page reference and other appropriate identifiers so that we can locate the relevant information with the minimum amount of effort. Please ensure that your response is coherent, correct and complete, failing which we may reject or delay your empanelment as a Service Provider till such time as you submit the response in a form that we deem acceptable in our sole and absolute discretion. You shall not submit any obscene, incorrect, etc. information or act which is not permissible by law at any time on 44Services, including but not limited to, misleading and misrepresented advertisement.
By sending us the response you are stating that you want to participate in the 44Services service provider network and you agree to participate fully and properly in every step of the same. 44Services have the sole and absolute discretion to decide whether or not to include you in the network and we do not have to communicate or explain our decisions in this regard to you.
It is your responsibility and your responsibility alone to determine if the payment terms for the services, including any credit risk or payment risk, are acceptable to you. You must satisfy yourself that payment terms offered by the users and the payment risk associated with such payments has been addressed to your satisfaction. Payments are subject to one condition, which is as follows. Irrespective of the payment terms you agree with the users, the monies payable must flow through our payment mechanism only. You agree not to receive any amounts towards fees or payments of any sort from a user unless that money has been released to you by us and we will not release any payment to you until we have received all monies due and payable towards to the services from end users. While we may work with the users and you to ensure that payments are made properly and on time, you agree that we shall have no responsibility, liability or obligation whatsoever for ensuring that any payment due to you from the user is made according to agreed payment terms. The Service Provider hereby acknowledges and understands that 44Services’ liability to make payments to the Service Provider shall be conditional upon receipt of payment from the user in respect of the services.
This Service Provider Agreement shall not make us your agent in any form or manner. You are responsible determining whether you have an obligation to register, collect, and remit taxes in which you provide services to users, and it is your responsibility to designate the sales price of your services appropriately and to comply with any such tax obligations that apply to you. You will defend, indemnify and hold 44Services harmless against any claims by any tax authority based on any nonpayment or underpayment of any income, sales, use, goods and services, value added or other similar tax, including any associated penalties and interest, which you are obligated to pay.
WE EXPEND CONSIDERABLE AMOUNTS OF TIME AND MONEY TO PROCURE POTENTIAL USERS AND SERVICE PROVIDERS TOGETHER ON 44SERVICES. THEREFORE, YOU AGREE AND ACKNOWLEDGE THAT YOU WILL NOT DO ANYTHING THAT WILL RESULT IN YOU ENTERING INTO A CONTRACT WITH A USER OUTSIDE THE 44SERVICES FRAMEWORK FOR A PROJECT THAT WAS INITIALLY BROUGHT TO YOUR NOTICE BECAUSE YOU ARE EMPANELED AS A SERVICE PROVIDER ON 44SERVICES. ADDITIONALLY, YOU WILL NOT DIRECTLY OR INDIRECTLY SOLICIT NEW SERVICES OR ADDITIONAL WORK WITH RESPECT TO A DELIVERED PROJECT FROM ANY BUYER OF WHOM YOU INITIALLY BECOME AWARE OF DUE TO YOUR EMPANELMENTON ON 44SERVICES OUTSIDE OF THE 44SERVICES FRAMEWORK. THE PROPER FUNCTIONING OF 44SERVICES IS DEPENDENT ON ALL OF THE PARTIES ABIDING BY ALL THE APPLICABLE RULES WHETHER SET OUT IN AN AGREEMENT OR IN POLICIES, GUIDELINES, PROCESSES OR OTHER OPERATING MATERIALS AND WE RESERVE THE RIGHT TO SEEK ALL REMEDIES, INCLUDING INJUNCTIVE RELIEF TO PROTECT OUR INTERESTS IF YOU VIOLATE THE TERMS OF THESE RULES. YOUR OBLIGATION OF NON- SOLICITATION WILL CONTINUE FOR AS LONG AS YOU REMAIN EMPANELEDAS AS A SERVICE PROVIDER AND FOR A PERIOD OF TWENTY- FOUR (24) MONTHS FOLLOWING THE TERMINATION OR CANCELLATION OF YOUR EMPANELMENT AS A SERVICE PROVIDER. THIS IS ANOTHER KEY CONDITION OF YOUR EMPANELMENT AND CONTINUATION AS A SERVICE PROVIDER ON 44SERVICES.
In the event of a dispute between a user and you with respect to any services (a “Dispute”), the following rules will apply:
i. You cannot enjoin us or our affiliates, officers, employees, agents and professional advisors as a party to the dispute.
ii. You can ask us to act as a mediator to try and solve the dispute. However, the onus of reaching an acceptable resolution lies with the users and you and we will not have any responsibility to resolve the dispute.
iii. If both the user and you appoint us as mediators, we will conduct the mediation proceedings as we deem appropriate, keeping in mind the principles of natural justice.
iv. If you are not satisfied with our conduct of mediation proceedings, your sole remedy is to discontinue your participation in such mediation proceedings and seek other legal recourse available to you.
v. You and any person or entity acting through you cannot bring any claims whatsoever against us or any of our affiliates, officers, employees, agents and professional advisors for our actions or inactions while acting as a mediator or for any other involvement in a dispute or its attempted resolution.
vi. We will not be liable to return or refund any fees or commissions that you have paid us with respect to any services that is the subject of a dispute.
The Service Provider expressly agrees that company’s customer’s data shall be retained as per sole discretion and direction of company, unless contradictory to any existing data protection and privacy law governing from time to time. Service provider agrees to purge the data as and when required by company and/or the end customer whose data are being processed on / by company’s clients. The Service Provider acknowledges and agrees that all its activities/services/businesses are in compliance with all applicable central and state laws and regulations. You are responsible for ensuring that your services and other offerings comply with the applicable laws of each jurisdiction in which you have offices or into which you choose to make your services available, including (i) export control laws; (ii) data protection, privacy, and other laws and regulations relating to collection and use of personal information; (iii) employment laws; and (iv) immigration laws or any other applicable laws. You consent and undertake that you are not carrying any illicit or illegal business and have not requested for any illicit or illegal business to be uploaded on the company’s Website/Application. You consent that the Company, that the Company may run financial, criminal, professional and/or educational background verification where it is necessary for the conduct of the Company’s business. It may include personal data verification. The Company has uploaded your services on the basis of the information given by you and therefore, you consent that any liability that may arise due to your services availability on the 44Services Website/Application will not be obligated to the Company and shall solely be borne by you. The Service Providers have all the valid licenses to conduct business and then have provided all the valid and legal information to the Company.
You accept that the company will hold personal data (PII) about you and you hereby consent to, collecting, using, storing, analyzing, transferring or processing of your personal data by the Company or by any other associate Company or affiliates for any purpose necessary related to the performance of these services. You explicitly consent to the Company or any associated Company’s or affiliates (vendors, suppliers, 3rd parties, relatives, authorized signatories) to access your sensitive data for the performance of services and for the conduct of the Company’s business.
You consent to the company that your data may be classified by the company and stored by the company for business purposes under this Undertaking. You consent that your data may be read by the company, its affiliates or third parties to categorize and process your data in different categories as may be deemed fit by the company. You consent that your data maybe classified into subcategories such as financial data, health data, educational data, etc. in order to provide with me the best services of the company.
You consent that you shall indemnify, defend, and hold harmless Company against any losses, damages, or expenses, including attorneys’ fees and costs, incurred by Company as a result of a breach by you of any obligation under this Agreement or in connection with any services related to the Products or Services provided directly to you. You, at your own expense, shall indemnify and defend Company, and its officers, directors, employees, representatives, agents, or suppliers and hold them harmless from, any claims, suits, judgments, losses, damages, fines or other costs (including reasonable attorney’s fees) and expenses resulting from (i) your violation of any applicable law, statute or regulation; (ii) your violation of any applicable third-party privacy, publicity or Intellectual Property Rights (iii) your breach of the representations and warranties (iv) or your gross negligence or willful misconduct. (v) any other unforeseen situation arising due to breach of this agreement between you and the Company.
WE PROVIDE THE 44SERVICES (INCLUDING ANY PROJECT MANAGEMENT OR PROJECT STAFFING ADVISORY SERVICES WE MAY PROVIDE HEREUNDER) (“44SERVICES’ SERVICES”), FACILITIES AND FRAMEWORK ON AN “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. WE AND OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO OR USE OF THE 44SERVICES’ SERVICE, FACILITIES AND FRAMEWORK WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ITeXchange SERVICES OR OTHER MATTERS CONTEMPLATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE 44SERVICES’ FACILITIES, FRAMEWORK OR OTHER INFORMATION, PRODUCTS OR SERVICES DO NOT INFRINGE OR VIOLATE ANY THIRD PARTY
INTELLECTUAL PROPERTY RIGHTS. YOU AGREE AND ACKNOWLEDGE THAT YOU WILL BE BOUND BY THE DISCLAIMERS, RELEASES, AND LIMITATIONS ON LIABILITY SET FORTH HEREIN AND IN OUR TERMS OF USE.
IN NO EVENT SHALL COMPANY BE LIABLE TO THE SERVICE PROVIDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, OR REVENUES, LOSS OF OPERATION TIME, INCREASED COSTS OR WASTED EXPENDITURE, LOSS OF GOODWILL OR REPUTATION OF THE SERVICE PROVIDER, ITS EMPLOYEES OR ANY OTHER PERSON ACTING ON THEIR BEHALF, SPECIAL, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THIS AGREEMENT
EXCEPT FOR DAMAGES ARISING OUT OF (A) YOUR BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS, OR (B) YOUR INDEMNITY OBLIGATIONS, THE MAXIMUM AGGREGATE AMOUNT SERVICE PROVIDER OR ANY PARTY CLAIMING THROUGH IT CAN RECOVER FROM THE COMPANY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS FOR ALL CLAIMS ARISING FROM, UNDER OR RELATING TO THIS AGREEMENT AND EACH PROJECT (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY THE SERVICE PROVIDER TO 44SERVICES UNDER THIS AGREEMENT FOR SUCH PROJECT.
WHEREAS, THE MAXIMUM AGGREGATE AMOUNT THAT THE SERVICE PROVIDER SHALL BE LIABLE TO PAY TO THE COMPANY FOR ANY ACTION/INACTION PURSUANT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE CALCULATED AT ACTUALS. ANY LIABILITY ARISING FROM THE NON PERFORMANCE OF SERVICES BY THE SERVICE PROVIDER, THE COMPANY RESERVES THE RIGHT TO CLAIM FOR THE COMPENSATION/DAMAGES FROM THE SERVICE PROVIDER.
THESE LIMITS AND EXCLUSIONS APPLY EVEN IF A PARTY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND PROFESSIONAL ADVISORS WAS WARNED OF, KNEW OF, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION SHALL APPLY TO EACH PARTY TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW.