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Vendor Terms & Conditions



TERMS OF USE AGREEMENT

These terms are as per Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 which requires the distributing of the standards and guidelines administering the usage and access of the site (https://hotify.in/) of Hotify ('Site Owner). The Site Owner is engaged in the business of renting outfits.

Introduction
  1. Terms and Conditions of Website Use ("Terms and Conditions") and all applicable Policies which are herein incorporated by way of reference govern your rights and obligations as a User of the Site while accessing and using the Site and/or availing the Services, as may be rendered by Hotify having its registered office Janta 56, Harshvardhan Nagar, Bhadbhada, Bhopal, Madhya Pradesh 462003 ("Site Owner") through the website https://hotify.in/ ("Site") to Users from time to time. Any reference to "you" or "User(s)" or "Client's" in these Terms and Conditions, implies you the User of the Site, placing orders for the items, shown on the Site ("Products") for taking on rent such Product (s) or, exclusively for individual use as well as accessing and using the Site Content ("Services") in the way as set out in these Terms and Conditions.
  2. As a User, your admittance to and use of the Site or the Services are contingent upon your acknowledgement of and consistent and continuous compliance with these Terms and Conditions at all times and of every pertinent Policy. There is an explicit comprehension that these Terms and Conditions and each of the Policies shall be adhered to by you. By accessing, using and/or browsing the Site as well as profiting by any of the Services, you consent to be limited by these Terms and Conditions, the privacy policy governing your admittance to the Site ("Privacy Policy"), the cookie policy administering the using of cookies on the Site ('Cookie Policy') different guidelines, policies, terms and conditions applicable to the Site or potentially Services being given by the Site Owner (collectively as "Policies"), as might be altered by the Site Owner now and again at its own caution, which will be considered to be consolidated in these Terms and Conditions by reference, unconditionally and consistently. Further, by accessing, using and/or browsing the Site or potentially benefiting from any of the Services, you expressly consent to get communications, in written and/or verbal form from the Site Owner or its approved agents as to any matter concerning with the Site, Products or the Services.
  3. The Site Owner has the sole right to change, adjust, add or eliminate these Terms and Conditions or any of its Policies connecting with the arrangements of Services on the Site and admittance to the Site, at any time without any prior written notice or intimation to you. It is thusly explained that every User will be answerable for assessing the Terms and Conditions and Policies on the Site intermittently and keep themselves updated.

Applicability
  1. All deals of products and services by a seller ("Vendor") to Hotify are dependent upon these standard agreements of purchase (these "Terms"). Any accompanying purchase order (the "Purchase Order") and these Terms (collectively, this “Agreement”) contain the whole agreement between the parties and override all earlier or contemporaneous understandings, agreements, talks, portrayals and guarantees, and correspondences, both written and oral. Agreements of Vendor (whether contained in a purchase order confirmation or otherwise etc.) that are in any way in inconsistent or conflicting with or different or notwithstanding this Agreement (whether conveyed orally or contained in a sales confirmation, conveyance/delivery ticket, receipt or other written correspondence) will not be restricting on Hotify and are dismissed and will not be thought of as material to any purchase of products or services by Hotify except if explicitly consented to in writing by Hotify. The supply of products or services to Hotify according to any buying request/purchase order or similar order of products and/or services by Hotify will be indisputable proof of the Vendor's approval of and consent to this Agreement.
  2. This Agreement will prevail over any of Vendor's general agreements of the offer in any case whether or when Vendor has presented its sales confirmation or such terms. This Agreement explicitly restricts the Vendor's acknowledgement of the details of this Agreement. Fulfilling the Purchase Order comprises acknowledgement of this Agreement.

Prices
The price of the goods and services is the price expressed in the Purchase Order (the "Price"). However, if no cost is included for the Purchase Order, the Price will be the cost set out in the Vendor's published price list in force as of the date of the Purchase Order. Except if generally determined in the Purchase Order, the Price incorporates all packaging, transportation expenses for the Delivery Point, insurance and protection, customs obligations, and charges and relevant assessments, including, however not restricted to, all business, use or excise taxes. No increase in the Price is effective, whether because of increased material, work or transportation costs etc., without the earlier composed assent of Hotify.

Delivery
  1. Seller will deliver products in the amounts and on the date(s) determined in the Purchase Order or in any case as otherwise agreed in writing by the parties (the "Delivery Date"). If the Vendor fails/neglects to take care of business in full on the Delivery Date, Hotify might end this Agreement quickly by giving composed notice to the Vendor and the Vendor will reimburse Hotify against any misfortunes, losses, cases, harms, and sensible expenses and costs straightforwardly owing to Vendor's inability to get it done on the Delivery Date. Hotify has the privilege to return any Goods conveyed preceding the Delivery Date without regard to Vendor and Vendor will redeliver such Goods on the Delivery Date.
  2. The vendor shall deliver all products to the location determined in the Purchase Order (the “Delivery Point) during Hotify's typical business hours or in any case as otherwise instructed by Hotify. The vendor will pack all goods for shipment as per Hotify's guidelines or on the other hand, if there are no directions, in a way adequate to guarantee that the Goods are delivered in an undamaged condition. The seller should give Hotify an earlier composed notice assuming that it requires Hotify to return any packing material. Any arrival of such packing material will be made at the Vendor's risk of loss and expense. The material that is to be delivered must be available in all the given sizes and the images of the same should be clicked and posted clearly with a white background.
  3. Seller will offer services to Hotify as depicted and in the accordance with the schedule set forth in the Purchase Order and as per these Terms.
  4. The vendor acknowledges that there's no time to waste regarding the Vendor's commitments hereunder and the timely and convenient delivery of products and services, including all presentation dates, schedules, project achievements and different necessities set out in the Purchase Order.
  5. Delivery to be made at FCA Delivery Point. The Purchase Order number should show up on all deliverables, shipping labels, invoices, correspondence and some other documents relating to the Purchase Order.

Terms of Payment
The vendor shall issue an invoice receipt to Hotify on or any time after the fulfillment of delivery and in accordance with this Agreement. Except if Vendor and Hotify in any case agree in writing to payment terms other than those specified herein. Payment shall be made in Indian Rupees in accordance with remittance instructions furnished by the Vendor within 7 working days.
Without bias to some other right or remedy it might have, Hotify maintains all authority to set off whenever amount owing to it by Vendor against any sum payable by Hotify to Vendor.

Title and Risk of Loss
Title and chance of loss pass to an acceptance of the products at the Delivery Point.
Inspection and Rejection of Non-confirming Goods
Hotify has the privilege to investigate the merchandise on or after the Delivery Date. Hotify, at its choice, may examine all or a sample of the merchandise and may dismiss all or any part of the products in the event that it decides the products are nonconforming or flawed. In the event that Hotify dismisses any part of the products, Hotify has the right, successful upon composed notice to Vendor, to:
  1. revoke the Purchase Order completely;
  2. acknowledge the merchandise at a reasonability scaled-down cost; or
  3. reject the products and require the substitution of the dismissed merchandise.
In the event that Hotify requires the substitution of the merchandise, the Vendor will, without regard to its, promptly replace the nonconforming or faulty products and pay for every related cost, including, however not restricted to, transportation charges for the arrival of the damaged merchandise and the delivery of replacement goods. In the event that the Vendor neglects to timely deliver replacement goods, Hotify might replace them with products from a third party and charge the Vendor the expense thereof and drop this Purchase Order. Any investigation or other activity by Hotify will not lessen or in any case influence Vendor's commitments under the Agreement, and Hotify will reserve the right to conduct further inspections after the Vendor has done its remedial activities.

Warranty
  1. rSeller warrants that the products conveyed hereunder are, and for a time of a year from the Delivery date will be, liberated from defects in materials, workmanship, and design, shall conform to the specifications represented by Vendor and/or requested by Hotify, will be merchantable and fit and adequate for the utilisation and purpose intended, will adjust and conform to all possible warranties emerging by usage, exchange, course of managing and, will be liberated from all liens, security interests, or different encumbrances, and will not encroach or misuse any third party’s or intellectual property rights.
  2. Vendor warrants that it will perform all the services delivered hereunder utilising faculty of required expertise, experience and capabilities and in an expert and workmanlike manner as per the generally perceived industry principles for similar services.
  3. Merchant consents to replace or correct instantly without cost to Hotify (including delivery and dif ferent expenses), any goods or services not adjusting to the prior prerequisites as soon as reasonably possible after warning by Hotify. On the occasion Vendor, neglects/fails to correct or replace goods or services on time, Hotify might correct or replace such items and charge Vendor the expense thereof. Such warranties and remedies will be notwithstanding, and will not restrict at all, some other warranties and remedies given by the Vendor or emerging by regulation

Cancellations
Hotify is allowed to cancel at any time any purchase order or other order of goods or services hereunder. If such cancellation occurs within 60 days of the placement of such order, Hotify will have no responsibility for such cancellation, and in the event that such cancellation occurs after 60 days following the placement of such order
Hotify will be answerable for any immediate expenses related to such request, yet just to the degree that the products requested or stock and parts connecting with such order are not fungible, resaleable or useable by the Vendor or a third party.

Change Orders
Hotify may at any time, by composing directions as well as drawings gave to Vendor (each a "Change Order"), order changes to the goods or services. Vendor will within three days of receipt of a Change Order submit to Hotify a firm expense proposition for the Change Order. Assuming Hotify acknowledges such an expense proposition, the Vendor will continue with the changed services subject to the cost proposal and this Agreement. Seller acknowledges that a Change Order might possibly qualify Vendor for a change in the Vendor'scompensation or the performance deadlines under the Purchase Order and these Terms.

Vendor's obligations regarding services
Vendor shall:
  1. obtain and maintain with every essential permit, license and assent and follow all pertinent regulations relevant to the arrangement of the administrations;
  2. follow all principles, guidelines and arrangements of Hotify including security procedures concerning systems and information and remote access thereto, building security strategies and general wellbeing and wellbeing practices and methods;
  3. maintain complete and exact records relating to the provision of the services, including records of the time spent and materials utilised by the Vendor in offering the services in such form as Hotify will support. During the term of this Agreement and for a period decided mutually thereafter upon Hotify's written request, the Vendor will permit Hotify to examine and make duplicates of such records and interview Vendor personnel regarding the provision of the services;
  4. obtain Hotify's written consent, which will not be preposterously kept or postponed, preceding going into agreements with or otherwise engaging any person or entity, including all subcontractors and partners of Vendor, other than Vendor's workers, to offer any types of assistance or services to Hotify. (each such approved subcontractor or other third party, a “Permitted Subcontractor”).Hotify's approval will not free the Vendor from its commitments and the Vendor will remain completely answerable for the exhibition of each such Permitted Subcontractor and its workers;
  5. require each Permitted Subcontractor to be bound writing by the confidentiality provisions of this Agreement, and, upon Hotify's written request, to go into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Hotfy;
  6. guarantee that all people, whether representatives, specialists, subcontractors or anybody representing or for the Vendor, are appropriately authorised, confirmed or certify as expected by pertinent regulation and are suitably skilled, experienced and qualified to to perform the services;
  7. ensure that its equipment/facilities utilised provision of the services is in good working order and suitable for the purposes for which it is used, and adjusts to all applicable lawful principles and norms determined by Hotify; and
  8. keep and maintain with any Hotify facilities in its control and not misuse and will not discard or use such facility other than as per the Hotify's written instructions or authorisation.

General Indemnification
The vendor shall defend, indemnify and hold harmless Hotify, and its respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the goods and services purchased from Vendor or Vendor’s negligence, willful misconduct or breach of the Terms. Vendor shall not enter into any settlement without Hotify’s prior written consent.

Confidential Information
All non-public, private or restrictive data of Hotify, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Hotify to Vendor, whether revealed orally or unveiled or got to in composed, electronic or other form or media, and whether stamped, designated or otherwise identified as “confidential” in connection with these Terms and the Purchase Order is confidential and may not be disclosed or copied unless authorized in advance by Hotify written as a hard copy. Upon Hotify's request, the Vendor must quickly return all reports and different materials got from Hotify. Hotify will be qualified to look for injunctive alleviation for any infringement of this Section. This Section doesn't make a difference to data that is:
  1. in the public domain;
  2. known to Vendor at the hour of revelation; or
  3. legitimately got by Vendor on a non-private premise from an outsider.

Force Majeure
No party will be liable or responsible to the other party, nor be considered to have defaulted under or breached this Agreement, for any disappointment or defer in satisfying or performing any term herein (with the exception of any commitments to make payments to the other party hereunder), when and to the degree, such party's (the "Affected Party") disappointment or postponement is brought about by or results from the accompanying power Majeure occasions ("Force Majeure Event(s)"):
  1. acts of God; (b) flood, fire, earthquake, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of the Purchase Order; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party will present notice in the span of 10 days of the Force Majeure Event to the next party, expressing the timeframe the event is supposed to proceed. The Impacted Party will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are limited. The Impacted Party will resume the performance of its obligations as soon as reasonably practicable after the removal of the cause failure or delay remains uncured for a period of 30 consecutive days following written notice given by it, the other party may thereafter terminate this Agreement upon 30 days written notice

Compliance with Laws
The vendor shall comply with all applicable laws, regulations and ordinances. The vendor shall maintain in effect all the licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement. Vendor shall comply with all export and import laws of all countries involved in the sale of the goods under this Agreement or any resale of the goods by Vendor. Vendor assumes all responsibility for shipments of goods requiring any government import clearance. Hotify may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on goods.

Termination
In addition to any remedies that may be provided under this Agreement, Hotify may terminate this Agreement with immediate effect upon written notice to Vendor, either before or after the acceptance of the goods or the seller’s delivery of the services, if Vendor has not performed or complied with this Agreement, in whole or in part. If Vendor becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then Hotify may terminate this Agreement upon written notice to Vendor. If Hotify terminates the Agreement for any reason, Vendor’s sole and exclusive remedy is payment for the goods received and accepted and services accepted by Hotify prior to the termination.

Relationship between the parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Severeability
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. To the extent permitted by applicable law each party hereby waives any provision of law which renders any provisions hereof prohibited or unenforceable in any respect.

Governing Law and Forum
This Agreement shall be interpreted in accordance with the laws of The Indian Sales of Goods Act,1930. Any legal action by Vendor for breach must be commenced within one (1) year from the date of the breach. Vendor agrees to pay all costs and expenses, including reasonable attorney’s fees incurred by Vendor in any action to enforce its rights hereunder.

Waiver
No waiver by Vendor of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Hotify. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Assignment
Vendor shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Hotify. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Vendor of any of its obligations hereunder. Hotify may at any time assign or transfer any or all of its rights or obligations under this Agreement without Vendor’s prior written consent to any affiliate or to any person acquiring all or substantially all of Hotify’s assets.

Amendment and Modifications
This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by an authorised representative of each party.

Survival
Provisions of this Agreement that by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law and Forum, and Survival.

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