Terms & Conditions
M/s. Zeroventory India Private Limited, a company duly registered under the Indian Companies Act, 2013 with its registered office at Azziano, F Wing, Flat No-3506, Behind Vrundavan Society, Near Rustomjee School, Majiwade- 400 607, hereinafter referred to as “the Company” (which expression, unless excluded or repugnant to the subject or context thereof shall include its successors-in-office, administration and assigns).
The Company is engaged in business of Payment Collection (not guarantee) and Bill Discounting services to the sellers, vendors, service providers etc. so that all supplies or sales are realized from their customers or debtors in specified timeframe to increase certainty of cash flows and to offer interest free credit period to customers or debtors for payment of instalments in systematic payment schedule.
The Company defined herein above its Customer or Debtors who accept these terms and conditions are hereinafter collectively referred to as “the Parties” and individually as “the Party”.
1. Definitions:- 1.1 Seller: The seller is the client of the Company who is entitle to receive payments from its customers or debtors against sale or supplies of goods and services made by the Seller,
- 1.2 Customers or debtors: Customer or debtors are clients of the seller to whom the seller has made sale or supplies of goods and services and in respect of this the seller is entitled to receive payments.
- 1.3 Company’s business Application: The Company’s business application is software and application through which the Company shall provide its services and the seller and their customer or buyer shall use this application for settlement of their dues.
- 1.4 Pre-determined fees and payment structure: It is a structure of professional and service fees pre-decided and finalised by the Company for providing of such services and the same be accepted by the seller while execution of this agreement.
- 1.5 Systematic payment schedule: The systematic payment schedule is the payment structure generated on company’s business application for each and every amount invoice uploaded by the seller and accepted by the customer or debtor including fees and charges.
2. Scope of the Functions
- 2.1 Services
- a) The Company acts as collection agent for the seller receiving and collecting payments and receivables from all customers and debtors on his behalf in respect of invoices of all supplies and sales made by him. These collections shall be made by the Company from customers of the seller as per systematic payment schedule.
- b) The Company as a collection agent of seller shall collect the payment in a systematic schedule:
- ◉ 10% of invoice amount every week from customers or debtors of the seller in respect of all supplies and sales made by the seller in ten equal weekly instalments.
- c) Thereby the Company shall collect and settle the total amount of respective invoice in 10 weeks from date of uploading the invoice by the seller on the Company’s business Application.
- d) The Proceeds of Invoice which is intended to be collected by the Company for the seller needs to be uploaded on Company’s business Application by the seller and the same shall be accepted by customer or debtors of the seller through company’s business application.
- e) On uploading of Invoice by seller on the Company’s business Application, the payment schedule of the respective Invoice will be generated automatically.
- f) The amount of such instalment shall be auto-debited from the Bank Account of the respective Customer or debtor in accordance with such payment schedule.
- g) As the process of Acceptance of the Invoice by customers or debtors, customers or debtors need to verify contact no. through one time password on company’s business application.
- 2.2 Support
- a) The company shall provide support and help desk to the seller and his customers or debtors in relation to all queries and doubts with services, company’s business application and to discuss and resolve the same.
- b) The support by the company shall be free of charge to the Seller and the customers.
- 3.1 Services fee
- a) The Company shall not charge the debtors or customers of the seller for the services provided to the seller. Only the seller shall be chargeable for all service or professional fees of the Company.
- b) In case of delayed payment by the customers or debtors of Seller, the customer or debtor will be charged with delayed payment fees in accordance with pre-determined fees and payment structure.
- 3.2 Taxes
- a) All payments shall be subject to taxes as applicable as per prevailing laws and statutes. Each party shall be liable to bear their own taxes and ensure their own tax compliances.
3. Payment Terms:
4. Representation and warranty by the Company
- a) The Company shall use its best efforts to provide services and shall devote adequate resources to meet its obligations hereunder;
- b) The Company shall perform the Services in compliance with, all applicable laws;
- c) It shall perform all such acts, deeds, matters or things as may be necessary for giving effect to the services agreed to be performed by them.
- d) The Company shall deduct the payment of Invoices from Bank Account of customers or debtors in accordance with pre-determined fees and payment structure within timeframe.
- e) The Company shall provide all support services in relation to services provided by it as well as in relation to the operation of Company’s Business application.
5. Representation and warranty by the Company
- a) Customers or debtors shall agree and allow the Company to collect payment of Invoice from their bank account based on invoice payment schedule.
- b) For any invoice where the company is appointed as a collection agent by the seller, the customers or debtors shall not make any payment directly to the seller without a written approval from the Company.
- c) The customers or debtors allows the Company to create Meta data based on transactions done by the seller using pre-determined fees and payment structure and to share such Meta data with its partner or associates.
- d) The Customers or debtors shall allow the company to use applications/software/services provided by other third party payment companies to collect payment and receipts.
- e) Customers or debtors shall make the payment of every instalment of the Invoice within timeframe without failure.
- f) In case of failure of payment of instalment within timeframe, Customers or debtors agree to pay instalment along with delayed charges along with fees as charged by the Company in accordance with pre-determined fees and payment schedule of the Company.
6. Representations & warranty by both the parties
- a) The parties confirm that they have completed their required legal, compliance, company law, tax, accounting due diligence if any before signing this agreement.
- b) The parties have the authority and capacity to enter and accept terms and conditions and the Services will be performed in a professional and workman like manner, in accordance with the standards of practice in the industry
- c) Acceptance of these terms and conditions constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
- d) Both parties shall undertake and complete the performance of services in a timely and effective manner in accordance with internationally accepted best business practices.
- e) Except as otherwise provided herein, each Party shall bear the costs and expenses of its performance under this agreement, unless mutually agreed otherwise by the Parties in writing.
- f) Parties shall comply with all applicable laws and regulations in performing their duties and obligations under this agreement.
- g) Neither party’s execution, delivery, or performance of its obligations herein under will breach or result in a default under its articles, bylaws or any Law to which it is subject, any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.
7. Termination
- 7.1 Either party may terminate this acceptance by providing Thirty (30) days advance written notice if the any party breaches any provision of this presents of terms and condition or is in default of any obligation hereunder.
- 7.2 In the event of termination of this presents of terms and condition, the parties shall be liable to clear all dues payable by them to the either party within fifteen (15) days from receipt of the notice in writing.
- 7.3 Upon the expiration or termination of this presents of terms and condition for any reason, all of rights granted herein shall cease with effect from the date of expiration or termination. The exercise by either party of this right of termination shall not itself cancel or affect the performance of or liability for obligations incurred prior to expiration of the termination notice period. Those provisions of the agreement, which by their nature should survive termination or expiration, including but not limited to those relating to confidentiality, shall remain in effect after any termination or expiration.
- 7.4 This presents shall get terminated on termination of agreement made between seller and the Company and when the company discontinues providing of services as collection agent to the seller.
8. Confidentiality
- 8.1 Each party agrees to hold the either party’s Confidential Information in confidence and not to use it for any purpose other than the purposes permitted under this agreement. Each party agrees to use the same standard of care to protect Confidential Information as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care.
- 8.2 The terms of this presents of terms and condition constitute Confidential Information. Confidential Information of the either party may only be disclosed to those Affiliates, employees, debtors and advisors of Company, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in this agreement; provided, that nothing shall prevent or prohibit a party from using or disclosing Confidential Information as may be required by law, rule, regulation or legal process.
- 8.3 Upon termination or expiration of this presents of terms and condition, both parties shall promptly return to the other any and all Confidential Information, together with any copies or reproductions thereof, and destroy all related data in its computer and other electronic files.
9. Force Majeure
- 9.1 Neither Party shall be liable to the other for any delay or failure to perform its obligations under this presents of terms and condition as a result of natural disasters, actions or decrees of governmental bodies, communication line failures not the fault of the affected party, or any other delay or failure which arises from causes beyond a party’s reasonable control (hereafter referred to as a “Force Majeure Event”).
- 9.2 In the event of such delay the date of delivery or time for completion shall be extended by a period of time reasonably necessary to overcome the effect of any such delay.
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9.3 Arbitration
- ◉ Any dispute, difference, controversy or claim arising out of or in relation to this agreement or the breach, termination or validity thereof shall be settled amicably by the parties. Failing such settlement, the same shall be settled by arbitration by panel of three arbitrators, one of whom would be appointed by each party and the third by the two arbitrators so appointed and shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as may be amended from time to time) and the award made in pursuance thereof shall be binding on both the parties.
- ◉ No supplement, modification, or amendment of this presents of terms and condition shall be binding unless executed in writing by the parties hereto. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
- ◉ In the event that any provision of this presence shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
- ◉ This Agreement and its rights and obligations shall not be assignable, in whole or in part without the prior written consent of either party.
- ◉ All notices or reports/ requests permitted or required under this MOU shall be in writing and shall be by personal delivery, telex, telecopier, facsimile transmission or by certified or registered mail, return receipt requested, email and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgement of receipt of electronic transmission.
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Particulars The Company Name Arzoo Kathuria Designation Director Email info@zeroventory.in
- ◉ This presence of terms and conditions may be executed simultaneously in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute on and the same agreement.
- ◉ The section headings appearing in this presence of terms and conditions are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this agreement.
