Please read these Terms of Service (“TOS”) carefully, which, once agreed by you, constitute a legally binding Agreement with Usha Breco Limited (Usha Breco). If you do not agree to these terms, please DO NOT USE THIS SERVICE. These terms apply to both Subscribers and Users of Usha Breco, both of which terms are defined below. If you are a Subscriber and are using the Usha Breco Service on behalf of your employer or another entity, you represent that you are authorised to accept these TOS on your employer’s or that entity’s behalf. Usha Breco reserves the right to change or modify any of these TOS at its sole discretion at any time and will communicate to the partners and/or publish the updated terms at https://www.udankhatola.com. Your continued use of the Usha Breco Services means that you accept the updated TOS.
1.1. Certain Definitions.
a) “Account Data” shall mean all Customer Data related to Customers or end users.
b) “Agreement” shall mean this Services Agreement for booking Ropeway Tickets and all Schedules and Exhibits hereto, as amended in writing by mutual agreement of the parties from time to time.
c) “Affiliate” shall mean, with respect to any Person, any other Person controlling, controlled by or under common control with such Person.
d) “Applications Software” or “Applications” shall mean the Software Application of service provider that performs the task of booking tickets online, as it may be updated from time to time.
e) “Arbitration” shall have the meaning set forth in Section 16.
f) “Authorised Users” shall mean the Business Agents who have been assigned a network log-in identification to access a network supported by Service Provider.
g) “Business Day” means a day other than Saturday, Sunday or any other day on which commercial banks in India are authorised or required to close or any other day on which Service Provider or Business Agent is scheduled to be closed.
h) “Claim” shall have the meaning set forth in Section 16.
i) “Commercially Reasonable Efforts” shall mean taking such steps and performing, in the case of the Service Provider, in the same manner and quality as it provides services to itself and, in the case of the customer, in a prudent and reasonable manner.
j) “Confidential Information” shall have the meaning set forth in Section 8.
k) “Commission” shall have the meaning set forth in Section 6.
l) “Customer” shall mean the end user or ultimate beneficiary who will buy the ropeway tickets for taking rides.
m) “Customer Data” shall mean all Information of Customer and Account Data derived by or on behalf of the customer from such Information, including as stored in or processed through the Services Software or the Services Equipment, excluding all Service Provider pre-existing data, information derived from such pre-existing data and any other information owned by Service Provider prior to or after the Effective Date.
n) “Dispute” shall have the meaning set forth in Section 16.
o) “Effective Date” shall be the date set forth in the introductory paragraph of this agreement.
p) “Enhancement” means a major modification or enhancement by the Service Provider, including any customisation, addition, revision or improvement, which materially improves the performance of an application (including a Software product) or substantially improves or enhances its utility, functionality or features.
q) “Force Majeure Event” shall have the meaning set forth in Section 7.
r) “Initial Term” shall have the meaning set forth in Section 5.1.
s) “Intellectual Property” shall mean any and all technology, technical Information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, Software, designs, design elements, product features, product specifications, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all intellectual property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction.
t) “Business Agent” shall mean any person/organisation (such as hotel/ travel agency, etc.) who/which is desirous of booking ropeway journey ticket and has been engaged by Shaktipeeth Digital for booking ropeway tickets owned and operated by Usha Breco. The Business Agent uses Udan Khatola Business Agent mobile application to book the specific category of tickets.
u) “Service Locations” shall have the meaning set forth in Section 4.
v) “Services Software” shall mean Applications Software and Systems Software.
w) “Shaktipeeth Digital” shall have the meaning set forth in Recital.
x) “Usha Breco” shall have the meaning set forth in Recital.
2. Purpose:
Shaktipeeth Digital is a Company engaged in the business of providing solutions and services in the field like digital marketing, advertisements, monetisation, app-based offerings, merchandise/e-commerce etc. Shaktipeeth has developed a user-friendly mobile software application for its Business Agents and ‘Usha Breco’, which will facilitate the booking of passenger ropeways tickets conveniently. Shaktipeeth Digital, through the ‘Udan Khatola’ mobile application, will streamline the booking process, providing real-time updates and notifications to the users or customers.
Shaktipeeth Digital, for the benefit of Usha Breco and to increase its customers, will engage Business Agents to book Usha Breco ropeway journey tickets. The Business Agent will use Udan Khatola Business Agent mobile application to book the specific category of tickets for various locations in India by charging a fixed percentage of commission on every ticket booked through them.
3. Application access and ropeways ticket booking:
a) Access ID: Shaktipeeth Digital shall provide the access ID of the Udan Khatola mobile application to Business Agents. Thereafter, Business Agents shall exclusively use the ID to make all bookings/ticketing covered by this agreement.
b) Direct Booking: Customer may also get registered on the app with one or multiple ids as required and will be able to book directly on the mobile application. All commercials will be available on the application to the customer for immediate viewing and realisation of discounts and fares if any.
c) Ticket Issuance - The business Agent will not issue ropeway tickets unless directed by the customer. Business Agent shall not be required to request that such direction be received in writing prior to the issuance of any tickets.
4. Scope of Services & Locations:
Each Business Agent would be linked to a specific ropeway, and he/she/it needs to book the ticket using Udan Khatola mobile application. The Business Agent needs to follow the processes and procedures as per the instruction of the Service Provider. The services to be offered by the Business Agents are for the ropeways located in India, i.e. two ropeways in the State of Uttarakhand, three ropeways in the State of Gujarat, two ropeways in the State of Kerala, one ropeway in the State of Assam and one ropeway in the State of Orissa.
Eligibility Criteria of Business Agent, data entry and operational terms are attached as Annexure A to this agreement
5. Term:
5.1. Initial term. The term of this agreement shall begin on the Effective Date and shall be valid for one month (“Initial Term”) unless terminated earlier or extended in accordance with Section 5.2 below.
5.2. Renewal. This agreement shall automatically renew for a successive period of one month after the expiration of the Initial term (each a “Renewal Period”) unless either party provides the other party a notice of non-renewal at least fifteen (15) days prior to the expiration of the Initial Term or the then-current Renewal Period. All charges or commission, terms and conditions in effect during the one month of the Initial Term shall remain in effect during the subsequent Renewal Period of one month except as otherwise mutually agreed by the parties in writing. The Initial Term and all Renewal Periods are collectively referred to herein as the “Term”.
6. Payment Terms & Invoicing:
Business Agents will get a fixed Commission on every ticket booked by them using the applications. No other fees or commissions of any kind shall be paid to the Business Agent. The Business Agent is not authorised to charge or deduct any additional charges from the customer for booking tickets.
The business Agent will raise an invoice for all the tickets booked in a month (30 days), which is reconciled with data available from the application. After reconciling the invoice against the data for the total number of tickets booked, a monthly commission payment will be made to Business Agent. In case of any discrepancy or mismatch in the number of tickets booked online by Business Agents and data, the same shall be intimated to the Business Agent within seven (7) days from receipt of the invoice.
Upon reconciliation and verification of the number of tickets booked in a month, the total commission will be credited to Business Agent’s account within seven (7) days.
7. Force Majeure
Neither party shall be liable to the other for any default or delay in the performance of obligations where such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, acts of God, acts of war, terrorism, riots, civil disorders, strikes, lockouts, pandemic, government orders or order of Concessioning/Licensing authority or order of any statutory authority or labour difficulties, or other similar cause beyond the reasonable control of the party (a “Force Majeure Event”). For purposes of this agreement, a Force Majeure Event shall not include any Force Majeure Event, the effect of which could have been avoided by the disaster recovery services provided under this agreement.
The affected party of force majeure event shall notify the other party about such Force Majeure Event within twenty-four (24) hours from the beginning of operation of the cause/action and shall thereafter exert all possible efforts to overcome such cause/action of delay and resume performance as per this agreement. If such force majeure event/conditions continue for more than seven (07) days, then the parties shall immediately discuss and mutually decide about the future course of action.
8. Confidentiality/Data Security
At all times during and after the term of this Agreement, Business Agent will hold in the strictest confidence and will not use or disclose to any third party any Confidential Information of the Services Provider and Customer Personal Information. The term “Confidential Information” means all non-public Information that the Service Provider designates as being confidential or which, under the circumstances of disclosure, ought to be treated as confidential. “Confidential Information” includes, without limitation, Service Provider Data or Materials, the existence of this agreement and/or any Schedules, terms and conditions of this Agreement and/or any Schedules, Information relating to released or unreleased Service Provider software or hardware products, marketing or promotion of any Service Provider product, business policies or practices of Service Provider, customers or suppliers of Service Provider, or Information received from others that Service Provider is obligated to treat as confidential. If Business Agent has any questions about what constitutes Service Provider’s Confidential Information, Business Agent will consult with the Service Provider. “Service Provider Confidential Information” does not include Information that through no fault or breach of Business Agent or any third party: (a) was known to Business Agent prior to Service Provider disclosure; or (b) becomes publicly available.
Without limiting the generality of the foregoing, neither party will publicly disclose the terms of this agreement, unless required by applicable laws or regulations, without the prior written consent of the other. Furthermore, neither Service Provider nor Customer will: (i) make any use of the Confidential Information of the other except as contemplated in this agreement; (ii) acquire any right in or assert any lien against the Confidential Information of the other party, other than as provided in this agreement; (iii) sell, assign, lease or otherwise dispose of Confidential Information of the other to third parties or commercially exploit such Confidential Information, other than as permitted in this agreement; or (iv) refuse for any reason (including a default or material breach of this agreement by the other party) to promptly return, provide a copy of or destroy such Confidential Information upon the request of the other party, except where such request conflicts with an express license right granted in this agreement.
Loss of Confidential Information: In the event of any disclosure or loss of, or inability to account for Confidential Information, the Receiving Party will notify the furnishing party immediately in writing.
Period of Confidentiality. Confidential Information disclosed pursuant to this agreement will be subject to the terms of this agreement for two (2) years following the expiration or termination of this agreement.
9. HOURS OF OPERATION:
Business Agent shall ensure minimum hours of daily operations to ensure that the monthly target number of ticket bookings are achieved; targets would be issued by UBL. Our server availability relies on the availability and uptime of the Service Provider servers. Non-availability of the facility of e-ticket on the portal due to server failure will not be construed as non-performance of duties.
10. SCHEDULE CHANGES:
Any Changes in the ticket booking or alteration in the tickets of any nature after a successful booking made by the customer will be intimated by the Business Agent to the customer via text message, call or any other feasible mode. It shall be the responsibility of the Business Agent to provide all Information with respect to the closing of the ropeway, change in the time slot, etc., to customers. The Parties shall cooperate with each other providing any information necessary to accomplish the above. Upon the customer’s request, the Business Agent may change the bookings according to the Service Provider’s instructions from time to time.
11. AMENDMENT TO AGREEMENT.
This agreement may be amended, modified and altered only upon mutual written consent of both Parties.
12. TERMINATION OF AGREEMENT.
During the Term and any Renewal Term, this AGREEMENT may be terminated only in the following manner:
a) Either party may, in its discretion, terminate this agreement if there has been a material breach of the agreement, provided, however, that before terminating this agreement, the non-defaulting party shall serve a notice upon the defaulting party which describes the material breach. The defaulting party shall have ten (10) days from the date of such notice to cure its breach before termination of this agreement. Notwithstanding the foregoing, in the event of non-payment of any amounts due or any material breach, under this agreement, the non-defaulting party shall not be obligated to perform its obligations under this agreement until the defaulting party fully cures such non-payment or material breach.
b) Either party may terminate this agreement if the other party is subject to any action or proceedings, whether administrative or judicial, in respect of insolvency, winding up, dissolution or bankruptcy.
c) After the initial term, either party may terminate this agreement, without any reason, by giving the other Party fifteen (15) days prior written notice of the termination.
Both parties shall continue being liable for obligations incurred by each of them till the last date of termination or expiry. For instance, Business Agent will take care of all the bookings until the travel completes, even if the travel dates are after the date of termination/expiry hereunder.
13. REPRESENTATIONS AND WARRANTIES.
a) Each party represents that it is a legal entity, validly existing and in good standing under the laws of its respective jurisdictions as detailed in the title page.
b) Each party acknowledges that its personnel will perform the obligations under this agreement in a competent and professional manner and with all reasonable skill and care required to perform the obligations agreed upon in this agreement effectively.
14. REMEDIES:
In the event of a default of any term or condition under this agreement, each party hereunder shall have all rights and remedies afforded to such party by law or in equity unless otherwise limited by this agreement. Services Provider shall have the right to set off all amounts owed to it under this agreement from all amounts it owes under this agreement. Additionally, Business Agent acknowledges that notwithstanding any accounting records, billing invoices, ticket tracking schedules or other similar documentation, that all sums that may become owed to Services Provider hereunder are on an “open account”, and all amounts paid to Services Provider under the agreement shall be applied to the Bookings in the order in which the Bookings is made upon.
15. No partnership or Agency:
The agreement does not create a partnership between the Parties or authorise any Party to act as a partner for the other.
16. Dispute Resolution & Arbitration –
Each of the parties herein agrees that:
All dispute or difference that may arise between the parties hereto arising out of this agreement either as to the interpretation or meaning of any provision hereof or as to any claim of any party against the other, or otherwise howsoever or any aspect of it, the same shall be first tried to be resolved mutually within a period of seven days from the date the dispute/difference is first brought to the notice of other party. If parties are not able to reach such an amicable solution, then such dispute/difference shall be referred to the arbitration of a common arbitrator if agreed upon or of two arbitrators, one to be appointed by each party, and two arbitrators shall appoint a presiding arbitrator. The arbitration shall be governed by the prevailing Arbitration and Conciliation Act for the time being in force, and the Place of Arbitration Shall be Indirapuram in Ghaziabad District, Uttar Pradesh.
17. Severability:
If any provision of this agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid.
18. Notices:
Any notice under this agreement must be given by registered mail, hand delivery, or electronic mail at the addresses intimated by the parties. It will be deemed delivered on the day of mailing or, in the case of hand delivery, on the day of delivery.
19. Governing law:
The agreement will be governed by and construed in accordance with the laws of India.
Annexure A
Criteria to be fulfilled by eligible Business Agent and KYC documents required:
1. Eligibility Related:
a. Business Agent must be above 18 years of age.
b. Business Agent must have a bank account.
c. Business Agent must be a man of good reputation and character and never have been convicted of an offence.
d. Business Agent must have identity proof issued by the competent authority of the Government of India, such as Aadhar, Voter ID, etc.
e. Business Agent must have a PAN card.
2. Business Agent’s KYC – Data related:
a. The business Agent is solely responsible for any incorrect bank data entered during registration.
Usha Breco is not liable for the commission being credited to the wrong bank account.
b. Business Agent’s data being collected by Usha Breco is solely for the purposes as stated:
i. Aadhar – As proof of Identity and Address authenticity.
ii. Bank A/C details – To transfer eligible commission payout.
iii. PAN – For deduction of TDS as per regulatory guidelines.
Customer information and data entry:
3. Customer Data-Entry related:
a. A soft copy of the ticket goes to the customer via the “Whatsapp Number” of the customer should be correctly entered while booking the ticket.
b. The Business Agent should correctly fill in all details of the customer.
c. Any incorrect customer data filled in by the Business Agent can lead to a reduction in payable commission.
Terms & conditions of operations and booking tickets in ropeway
4. Operational Terms related:
a. Under no circumstance, the Business Agent should ask the customer to share the ticket with them.
The ticket is non-transferable, and utilisation by any other person instead the ticket booking customer; can lead to termination of the Business Agent agreement.
b. The business Agent needs to inform about the ticket category and its inclusion and exclusions clearly to the customer.
c. The business Agent needs to inform the customer about the time-slot booking. If the customer doesn’t report on ropeway boarding points within the time frame, they can be denied entry.
5. Ticket Booking Commission related:
a. The payment of the ticket is being credited directly to Usha Breco’s account. Commission against each ticket booking would be paid to the Business Agent by Usha Breco.
b. Commission payable to Business Agents would be as per payment terms of mutually agreed upon while on-boarding of the agent. The same would be calculated and paid directly to Business Agent’s bank account.
c. Business Agent shouldn’t charge any amount from the customer; otherwise, same may lead to the termination of the agreement and blacklisting of the Business Agent.
d. All payments due to the Business Agent shall be made through NEFT/RTGS etc., as mutually agreed from time to time.
e. The business Agent would authorise Usha Breco to make deductions from the Business Agent’s commission against payable taxes as per regulatory provisions.
f. The commission structure is subject to change and will be communicated to the Business Agent via text message/call/WhatsApp message to their registered mobile number.
6. Minimum ticket sales target:
Business Agent hereby agrees and undertakes to achieve the sales target of minimum 30 tickets booking in a month. If the Minimum Sales Targets during the Initial Period are not met, Business Agent shall be entitled to terminate this agreement by providing Service Provider ten (10) days written notice.
Targets would be issued to Business Agents from respective ropeway of Usha Breco at the start of each month. The performance of the business agent will be evaluated every month, and Business Agent can be terminated based on dis-satisfactory performance; at the discretion of the Service Provider.
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