Title

HELPEE

Service Provider Empanelment Agreement

 

This Service Provider Agreement (“Agreement”) is legally binding document between You, whether personally or on behalf of an entity (the "Service Provider", "You"), and HELPEE, owned and operated under HELPEE and its affiliates (collectively, "Helpee"), regarding the Service Provider's use of Helpee App, currently accessible at http://helpee.in(including other webpages contained or hyperlinked therein and owned or controlled by Helpee, the "App"), and the Service Provider 's inclusion in applicable services provided by HELPEE via the Website or HELPEE App or Service Provider as HELPEE may choose from time to time.

 

This Agreement will be enforceable and valid once You sign up on the platform as a Service Provider by entering your information and providing your consent to the Website and App Terms and Privacy Policy .

 

 WHEREAS, Helpee has developed an online concierge application whereby the general public may seek services through the App to connect with Service Provider including, but not limited to services relating to daily tasks, deliveries, travel assistance, concierge services etc.(the "Services");

 

NOW, THEREFORE, in consideration of services and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and in further consideration of the mutual agreements herein contained, Helpee and Service Provider do hereby agree as follows:

 

• Definitions and Interpretation

  1. Definitions

     1. “Agreement” means this Service Provider Empanelment Agreement (as amended or updated from time to time), as may be executed by the parties.

     2. “User” means users who makes a request on the Website;

     3. “Day” means a period of 24 consecutive hours;

     4.  “Month” means a calendar month;

     5. “Service Provider” means You, a Service Provider as a citizen of India of India and established under ‘Shop and Establishment Act’ or any other relevant statues and in compliance with all other applicable statues. 

     6. “Service” means (Define as per the industry and the function)

     7. “Start Date” means the commencement date of this agreement;

     8. “Website” means the site located at http://helpee.in, the booking engine as defined under Sec 2(c), as defined under Sec 2(b).

     9. “App” means the mobile application with name “Helpee” available on google play store or iOS mobile store. 

  2. Interpretation

     1. The headings to and within clauses of this Agreement are for convenience and reference only and do not form a part of this Agreement and shall not in any way affect the interpretation of this Agreement.

     2. Words importing the singular include the plural and vice versa.

     3. All monetary references are to Indian Rupees unless otherwise specified.

 

• Helpee Features

  1. Personalized Webpage- Service Provider will be provided mobile application on the App, which can directly be accessed by a user. Service Provider can customize it to showcase their Services, and can also update it subject to fees and commission as may be notified from time to time. 

 

• Obligations of HELPEE

  1. Subject to clause 4(b) below, Helpee will:

     1. list the Service Provider on the Website or App;

     2. transmit requests from Users to the Service Provider ; and

  2. Helpee will use its best endeavors to display on the App all necessary information provided by the Service Provider for this purpose. However, Helpee is not under any obligation to display until all required information is provided, Helpee is under no obligation to list the Service Provider on the App.

 

• Obligations of the Service Provider

1. Provide all legal documents related to the firm or individual including but not limited to aadhaar card, passport, voter ID card, incorporation documents, registration documents, taxation details, professional licenses and any other information that may be necessary to validate the Service Provider.

2. The Service Provider is responsible for ensuring that at all times it has a functional smart phone and in certain circumstances, where agreed a facsimile machine, Helpeel terminal or means of receiving electronic communication such as push notification, email, SMS etc., in  order to receive and confirm User query and provide acceptance to a task. 

3. The Service Provider must provide professional conduct for the requests made by the User and execute awarded requests promptly.

4. The Service Provider is responsible for contacting Helpee or a User if a request cannot be processed as requested or to clarify the details of a request if required.

5. The Service Provider must ensure that the information it provides to Helpee is current, including but not limited to its  name, address, contact telephone number, manager/contact person details, working hours, service capabalities, and other relevant information.

6. Adhere to the commercial standards for hygiene, safety and competence as prescribed under law.

7. The Service Provider warrants that the service provided to Users are: of high quality and at par with the services offered generally for the purpose; comply with:

8. Laws governing the commissioning of Service Provider.

9. Laws governing to sale and Services offered by Service Provider.

10. Laws governing to the qualification/ practice and conduct of professionals (Refer Schedule B).

 

• License

1. The Service Provider grants to Helpee an unrestricted, royalty-free license in respect of all content and information provided to Helpee by the Service Provider (including the Service Provider’s Name and other details as requested by Helpee) for the purposes of inclusion on the App and as may be otherwise required by this Agreement. This includes, but is not limited to, use of the Service Provider’s Name in the context of Google Ad words, Facebook Adverts etc., to support advertising campaigns and domain registrations for the App and Helpee.

2. Any material the Service Provider transmits or submits to Helpee  either through the App or otherwise ("Material") shall be considered and may be treated by Service Provider as non-confidential, subject to Helpee obligations under relevant data protection legislation. The Service Provider grants to Helpee a royalty-free, perpetual, irrevocable, non-exclusive licence to use, copy, modify, adapt, translate, publish and distribute world-wide any Material for the purposes of providing services under this Agreement or to or for the purposes of advertising and promotion of the App. The Service Provider agrees that all information provided to Helpee that is published, may be relied upon and viewed, stored, shared by Users to enable them to ideation, make decisions and form a legally binding contract.

 

• Fees & Payments

1. 1. Helpee will provide the following payment method options to  Users for subscription made online for the appropriate subscription package:

      1. Part online payment and part payment to Service Provider;

      2. Vouchers

      3. Full payment online

   2. The parties may also agree in writing that a special price be payable by the Service Provider and/or that particular terms and conditions apply to a Service Provider or to particular types of services requested with the Service Provider.

   3. Helpee will charge the Service Provider 20% of the overall task fees collected from the Service Seeker. The final settlement of the task will be done as per the payment agreement signed off during empanelment. 

 

• Confidentiality

1. Helpee may share Your information to third parties that can be connected with the Service Provider or a group of Service Provider including information required to present the Service Provider on the App.

2. The Service Provider must not disclose any information about Helpee, including but not limited to its business strategies, pricing, revenues, and expenses to third party.

3. Both parties agree to treat as strictly confidential the contents of this Agreement and all other information, data and facts that may be shared between both parties during the course of this agreement. Upon termination of the agreement, this confidentiality clause will apply for five (5) years.

 

• Warranty and Indemnity

1. Service Provider warrants that:

1. it is a consumer (as opposed to a commercial) entity; and

2. if any change affecting Service Provider (or its operations) could have an effect on the operation of this Agreement, Service Provider shall inform Helpee in writing of that change immediately.

3. If the Service Provider is unable to offer services to Users it will inform Helpee promptly. Where the Service Provider neglects do so, whether by omission or fault, Helpee will not be held responsible for any liabilities, whether financial or otherwise.

1. Helpee warrants that it will undertake its obligations with reasonable skill and care.

2. Helpee does not guarantee or warrant that theApp, Website, software, hardware or services will be free from defects or malfunctions. If errors occur, it will use its best endeavors to resolve these as quickly as possible.

3. The Service Provider indemnifies and hold harmless Helpee (and its directors, officers, agents, representatives and employees) from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand:

1. 1. 1. by a User (or any party on whose behalf a User has been acting);

      2. in respect of, arising out of, or in connection with, Services (or any other goods or services actually or purportedly offered in respect of or connected to a Service);

      3. in respect of, arising out of, or in connection with our Services;

      4. in respect of or connected to the collection or payment of GST in any way connected to this Agreement or any matter or goods or services under or arising from it (e.g. Services).

      5. Service Quality.

 

• Term and Termination

  1. 1. This Agreement shall start on the Start Date and unless terminated earlier under this clause shall continue indefinitely from the date when Helpee completes the due diligence on the Service Provider good standing in law.

     2. Either party may terminate this Agreement, with or without cause, at any time upon 14 days prior written notice to the other party. The Service Provider’s obligations under this Agreement will continue until the end of the month during which notice is given (except where the Terms and Conditions say otherwise). However the Service Provider’s online listing and promotion undertaken by Helpee will be ceased as soon as is practicable, but no later than 3 working days.

     3. Helpee may terminate this Agreement, with or without cause and with immediate effect if:

     4. The Service Provider fails to conduct its tasks in accordance with the information given to Helpee, such as service hours, facilities provided

     5. The Service Provider fails to provide services once accepted by confirming on the APP which are not fraudulent or unintentional;

     6. Upon the happening of any of the following insolvency events:

        1. If the Service Provider is a corporation:

           1. the Service Provider ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;

           2. a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Service Provider or any of its assets;

           3. the Service Provider enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;

           4. the Service Provider fails to comply with a creditor’s statutory demand for payment of debt;

           5. a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the Service Provider;

           6. anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction;

           7. the making by the Service Provider of an assignment or attempted assignment for the benefit of its creditors;

        2. If the Service Provider is a natural person:

           1. the Service Provider ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to do so;

           2. the Service Provider commits an act of bankruptcy;

           3. the Service Provider is made bankrupt;

           4. anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction; and

           5. the making by the Service Provider of an assignment or attempted assignment for the benefit of its creditors.

  2. Either party may terminate this Agreement with immediate effect by notice in  writing to the other party if the other party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 14 days after written notice is given to the breaching party, specifying the default.

  3. Termination of this Agreement: (i) in accordance with its terms, shall not affect the accrued rights or liabilities of the parties at the date of termination; and (ii) shall have no effect on: (a) the validity of Services already issued to Users; or (b) Service Provider’s obligations to provide Services.

 

• Notice requirements

Factors that prevent or complicate your obligations to Helpee or your Users should promptly be reported to Helpee by telephone on the User Care Line stated in the Service Provider Agreement.

 

• Limitation of Liability

  1. For the purposes of this clause 16, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement.

  2. Helpee does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Helpee shall not be under any Liability for:

     1. loss of actual or anticipated profits;

     2. loss of goodwill;

     3. loss of business;

     4. loss of revenue or of the use of money;

     5. loss of contracts;

     6. loss of anticipated savings;

     7. loss of data and/or undertaking the restoration of data; or

     8. any special, indirect or consequential loss; and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.

  3. For the avoidance of any doubt, clauses (i) to (ix) above apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Helpee will use its best endeavors to ensure that the unintentional operational errors do not occur, Helpee cannot provide any warranty or guarantee in this regard.

 

• General

• Entire Agreement:

This Agreement contains all the terms agreed between the parties regarding its subject matter supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other party upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement. This Agreement is to the exclusion of all other terms and conditions submitted, proposed or stipulated by Service Provider (including any terms or conditions which Service Provider purports to apply under any purchase order, confirmation of order, specification or other document) and no terms or conditions endorsed upon, delivered with or contained in Service Provider’s purchase order, confirmation of order, specification or other document will form part of this Agreement.

• Governing Law and jurisdiction

This Agreement, and all non-contractual obligations arising out of or connected to it, shall be governed by the laws of India and the State of Karnataka:

1. 1. 1. irrevocably submits to the non-exclusive jurisdiction of the courts of Bangalore, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this; and

      2. waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause.

• Waiver:

The failure of either party to assert any of its rights under the Agreement, including, but not limited to, the right to terminate the Agreement in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with their terms.

• Severing anything invalid in this Agreement:

The invalidity or unenforceability of any term of or right arising pursuant to this Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights.

• No third party rights:

No term of this Agreement shall be enforceable by a third party.

• No assignment:

The Service Provider must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of Service Provider’s obligations under it.

• Independent contractors

The Agreement does not create any agency, employment, partnership, joint venture, or other joint relationship. Helpee and the Service Provider are independent contractors and neither has any authority to bind the other.

• Verification: 

The Service Provider acknowledges that Helpeel will conduct a legal capacity check including but not limited to background verification, police records, business registration, licenses, authorization from professional body (if applicable), good standing of finances and any other check that may be necessary to conduct fair transaction and ensure safety of all parties involved, either on its own or through a third party. 

• Collaboration between Service Provider:

NA

• Change of control:

The Service Provider acknowledges that the business and assets of Helpee may be sold in the future and consents to the transfer or disclosure of its personal Information and this Agreement to any purchaser of the business of helpee or its assets if that outcome occurs.

 

• Service Provider Services

Helpee may from time to time provide the Service Provider with services and or products on terms and prices to be agreed between the parties. Should such services or products be available a separate agreement shall be entered into by the parties at that time.