TERMS AND CONDITIONS
These terms and conditions ("T&Cs") describe the terms on which the customers ("You" or "Your" or "Yourself" or "User") access and use the Application (defined hereinbelow) on the Platform (defined hereinbelow). The Platform and the Application are owned and operated by ANI Technologies Private Limited, which has granted a licence to Ola Australia Pty Ltd for use of the same ("Ola", which expression shall, wherever the context permits, admits or requires, be deemed to mean and include its successors in interest and permitted assigns).
You acknowledge that Ola is providing you with a revocable, limited, non-exclusive and non-transferable license to use the limited features of the Application, and that Ola is not selling (in part or whole) the Application or any features or technologies contained therein.
PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL THESE T&Cs BEFORE YOU USE THE APPLICATION AND THE FEATURES CONTAINED THEREIN. BY CONTINUING USAGE OF THE APPLICATION, YOU ARE CONSENTING TO BE BOUND BY THESE T&CS. IF YOU FIND ANY OF THE T&CS UNACCEPTABLE, DO NOT TENDER YOUR ACCEPTANCE TO USE THE APPLICATION OR AVAIL ANY OF ITS FEATURES. YOUR AGREEMENT TO THESE T&Cs SHALL OPERATE AS A BINDING AND LEGALLY ENFORCEABLE AGREEMENT BETWEEN YOU AND IN RESPECT OF THE FEATURES OFFERED/AVAILED ON THE APPLICATION USING THE PLATFORM.
Ola and You shall be individually referred to as a "Party" and collectively as "Parties", as the context may require.
1. DEFINITIONS AND INTERPRETATION
1.1. The definitions and rules of interpretation in this Clause apply in these T&Cs.
1.1.1. "Admin" means the primary Admin, or in his/her absence or in case of any escalations only, the secondary Admin, who shall be persons, appointed by You to administer and manage the Dashboard (defined hereinbelow) and its contents thereof including but not limited to the Authorized Users (defined hereinbelow). The details of the Admin shall be provided by You on the Registration Page (defined hereinbelow) of the Application (defined hereinbelow) and the Dashboard.
1.1.2. "Affiliate" of either Party means a person or entity, directly or indirectly, controlling, controlled by, or under common control with such Party. For the purposes of these T&Cs, Control includes the (i) right to appoint the majority of the directors, partners or other individuals exercising similar authority with respect to a person or to direct or cause the direction of the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner; or (ii) the possession, directly or indirectly, of a voting interest or shareholding in excess of 50% (fifty per cent) in a person.
1.1.3. "Agreement" shall mean the services agreement, if any, entered into by and between Ola and You.
1.1.4. "Applicable Law" shall mean the laws of Australia and shall include without limitation state and federal legislation and regulations.
1.1.5. "Application" shall mean the functionality Ola Corporate available on the Platform (defined hereinbelow), enabling the offer of Services by Ola to You and the Authorized Users.
1.1.6. "Authorized User Groups" means such Authorized Users as may be grouped together by the Admin for the purposes of utilization of the Services by the Authorized Users of such Authorized User Groups.
1.1.7. "Authorized User Groups Service Range" shall mean the range of services/options on the Dashboard for the use of the Authorized Users of the Authorized User Groups, which shall be determined by You and set by the Admin on the Dashboard.
1.1.8. "Authorized Users" shall mean Your employees, agents, independent contractors who are authorized by You, to use the Services. The details of the Authorized Users shall be provided by You on the Dashboard.
1.1.9. "Authorized User Groups Usage Limit" shall mean the usage limit within the Customer Usage Limit as may be determined by You and set by the Admin on the Dashboard for each Authorized User Group, beyond which the Services may not be availed by the Authorized Users of the concerned Authorized User Group.
1.1.10. "Authorized Users Usage Limit" shall mean the usage limit within the Customer Usage Limit (defined hereinbelow) as may be determined by You and set by the Admin on the Dashboard for Authorized Users, beyond which the Services may not be availed by the concerned Authorized Users.
1.1.11. "Authorized Users Service Range" shall mean the range of services/options on the Dashboard as may be offered for the use of the Authorized Users, which shall be determined by You and set by the Admin on the Dashboard.
1.1.12. "Confidential Information" shall mean any data or information, oral or written, treated as confidential by a Party and relates to the Party√ïs past, present, or future research, development or business activities, including any unannounced products, services and software, including any information relating to services development, inventions, source and object codes, processes, plans, financial information, Ola lists, Your and Authorized User related data and information, forecasts, and projections, exchanged during the Term (defined hereinafter) of the Agreement, and such other information which ought to be regarded as Confidential Information given the nature of the information or the circumstances under which the information is disclosed.
1.1.13. "Customer Usage Limit" shall mean the mutually determined cap on the amount for the usage of the Services by You, beyond which limits the Services offered on the Application shall not be available. The Customer Usage Limit, including the Authorized Users Usage Limit and the Authorized User Groups Usage Limit, shall be specified on the Dashboard.
1.1.14. "Customer Data" shall mean the data provided by You and the Authorized Users for the purpose of using the Services and/or the data generated and recorded by Ola pursuant to Your and the Authorized User√ïs use of the Services.
1.1.15. "Dashboard" shall mean the electronic interface made accessible to You to administer and manage the utilization of the Services by You and the Authorized Users. The Dashboard shall be managed by the Admin.
1.1.16. "Maintenance Window" shall mean those intervals of time as may be intimated to You wherein routine checks and other procedures may be carried out by Ola during which time the Services may not be available or may not be delivered at expected levels and during which time Ola shall not be liable for complaints raised by You and/or the Authorized Users;
1.1.17. "Notice" shall have the meaning set forth in Clause 26;
1.1.18. "Person" shall mean any natural person, firm, corporation, company, voluntary association, partnership, joint venture, trust, incorporated organization, unincorporated organization or any other entity.
1.1.19. "Platform" shall mean the technology platform "Olacabs", available at www.olacabs.com, the Dashboard, Application and any other media and the entire back end software designed, developed and controlled by Ola and used by You/ Authorized Users for availing the Services.
1.1.20. "Postpaid Account" is a variant of the Customer Usage Limit and means a customer account for which the commercial arrangements shall be in terms of Clause 13.6 and 13.7.
1.1.21. "Registration Page" shall mean the start-up page accessible on the Dashboard wherein the Admin, on behalf of You show Your interest and intent to register for access and use of the Platform. You shall feed all necessary data, as requested by Ola on the Registration Page.
"Services" shall mean the services provided by Ola to You as is more particularly detailed in Clause 3 (Services).
1.1.22. "Term" shall mean the term of these T&Cs as set out in Clause 16 (Term and Termination).
1.1.24. "Transport Service Providers" shall mean such transport service providers, including but not limited to drivers approved by Ola who are accepted by Ola, registering on the Platform to list their vehicles for providing transportation service.
1.1.25. "Virus" shall mean any specific thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data, in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
1.2. In the interpretation of these T&Cs, unless the context otherwise requires:
1.2.1. The singular of a word shall include the plural and vice versa, and in particular (but without limiting the generality of the foregoing), any word or expression defined in the singular has the corresponding meaning when used in the plural;
1.2.2. The words in the masculine gender shall include the feminine and neuter and vice versa;
1.2.3. Any references to a clause, sub-clause, paragraph, sub-paragraph shall only be a reference to a clause, sub-clause, paragraph, sub-paragraph as contained in these T&Cs;
1.2.4. The phrase "directly" or "indirectly" shall mean and include any act of either Party on behalf of or through the use of any other Person, including without limitation any employee, agent, independent contractor or Affiliate of a Party;
1.2.5. All section/ clause headings used in these T&Cs are for reference and convenience only and shall not in any way be conclusive on matters of interpretation of the body of the T&Cs;
1.2.6. Unless expressly stated otherwise, the word "including" shall mean including but not limited to and whenever a Party√ïs consent is required in terms of these T&Cs, such Party may grant or withhold its consent or approval at its sole and absolute discretion;
1.2.7. References, if any, made to any statute shall be construed as including all statutory provisions consolidating, amending or replacing such statute; and
1.2.8. The terms "hereof", "hereby", "hereto", "hereunder" and similar terms shall refer to these T&Cs as a whole.
1.3. A copy of these T&Cs, as updated from time to time, shall be available on the Dashboard.
2. ENGAGEMENT OF OLA
2.1. You hereby appoint Ola to provide Services to You, and Ola accepts the said appointment and agrees to render the Services to You during the Term of these T&Cs and in accordance with the terms and conditions set forth herein.
3.1. Ola shall provide the Services to You and the Authorized Users in the following manner:
(i) On receipt of the details of the Authorized Users from You, Ola shall grant to You and the Authorized Users a limited, non-exclusive, non-transferable right to use the Application within the Platform and the Dashboard for their non-commercial use, in compliance with the terms of this Agreement; and
(ii) Ola shall create a Dashboard and provide access to the Dashboard to an Admin appointed by You for the purposes of administering and managing the Customer Usage Limit, the Authorized Users, the Authorized Users Usage Limit, the Authorized Users Service Range, the Authorized User Groups, the Authorized User Groups Usage Limit, the Authorized User Groups Service Range and matters connected therewith.
3.2. You acknowledge that by virtue of providing the mobile numbers of the Authorized Users, you have obtained the consent of the Authorized Users to be on-boarded with Ola for the use of the Services.
3.3. Ola will enable You and Your Authorized Users to connect with the Transport Service Providers who are offering their transportation services on the Platform using the Application.
3.4. The access to the Dashboard/ Application will enable easier payment and settlement mechanisms between You (on behalf of Your Authorized Users), Ola and the Transport Service Providers.
3.5. You have the option to request Ola to send You information regarding services provided by Ola, no additional costs. If You require Ola to provide You information regarding its services, click "Yes" on the option to request for information on the Application. If You click "Yes", Ola shall provide the above information to You by way of an SMS or email to Your registered mobile number/ registered email address. To discontinue receiving such information, You may, at any point of time, email Ola at email@example.com, requesting that the provision of such information be discontinued. Such discontinuation shall take effect within 7 (seven) days from receipt of a request from You.
3.6. Ola may from time to time, introduce new features/ functionalities in the Dashboard/ Application including but not limited to how You can pay for the Services, and Ola reserves the right to charge You a fee with respect to the use of such features/ functionalities.
4. THIRD PARTY PROVIDERS
4.1. Transport Service Providers interested in offering transportation services have been on-boarded to Ola’s Platform.
4.2. You acknowledge that the Services provided by Ola only enable or assist You and the Authorized Users to connect with the Transport Service Providers offering their transportation services on the Platform, and this is done at Your and Authorized User√ïs own risk. For clarity, the Parties understand that the Transport Service Providers are third parties and the relationship between them and Ola is on an independent contractor basis.
5. SERVICE COVENANTS
5.1. Ola shall use commercially reasonable efforts to provide the Services.
5.2. The manner and means by which Ola chooses to complete the Services under these T&Cs is in Ola√ïs sole discretion. Ola shall at any time, modify the Services or any components or features thereof without prior notice to You. Ola shall however take commercially reasonable measures to intimate You of any such changes, or ensure the availability of such modification details on the Platform, where possible; and the continued use of the Platform/ Services by You shall constitute an acceptance of such modified terms. Ola shall, to the extent possible, use commercially reasonable endeavors to make the Services available 24 (twenty four) hours a day, 7 (seven) days a week, except for: (i) any planned maintenance of the Platform or other components of the Service carried out during the Maintenance Window, or (ii) an unscheduled maintenance where Ola shall take reasonable endeavors to give You at least 2 (two) hours notice in advance.
5.3. Notwithstanding anything contained anywhere else in these T&Cs and to the extent permitted by law, Ola:
5.3.1. Does not warrant that Your use of the Platform or Services will be uninterrupted or error-free;
5.3.2. Does not warrant that the information on the Platform or the Dashboard is complete, or accurate;
5.3.3. Does not warrant the Platform or the Services made available to You; the servers; or electronic communication sent from Ola are free of Viruses or other harmful components;
5.3.4. Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data, including Customer Data, over communications networks and facilities, including telecommunication links and the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of the Service;
5.3.5. Does not warrant the uninterrupted and perpetual availability of the Transport Service Providers on the Platform; and
5.3.6. Is not responsible for any delays, delivery failures, breach of Applicable Laws, or any other loss or damage resulting from the services offered by the Transport Service Providers.
5.4. The Parties hereby acknowledge and agree that Ola may from time to time under these T&Cs, communicate with You via the registered electronic mail or telephone or other such modes of communication regarding the Services, issues related to the Services and these T&Cs.
5.5. Ola may engage subcontractors to assist with the performance of the Services.
5.6. The Services shall be rendered by Ola on a non-exclusive basis and nothing in these T&Cs shall prohibit Ola from rendering the same or similar services to other Persons, including Your competitors.
5.7. Ola may, at its sole discretion, modify the Services in order to comply with the Applicable Law. In this regard, Ola may notify You within 48 (forty eight) hours of notice of the Applicable Law requiring such modification where possible, after which You shall extend full co-operation to Ola in ensuring that the scope of Services is suitably modified to meet the requirements of the Applicable Law.
6.1. You and Your Authorized User√ïs use of the Application are subject to the terms and conditions of these T&Cs.
6.3. Ola may require You, the Admin and the Authorized Users to create a user account, including a user name and password or other login credentials ("Login Credentials") to access and use the Application. You are solely responsible for maintaining the confidentiality and security of the Login Credentials. You are responsible for all acts and omissions of the Admin and the Authorized Users in relation to the use or misuse of such Login Credentials.
6.4. You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, You shall promptly notify Ola in writing. Ola shall not be liable for any damages and losses whatsoever suffered by You as a result of Your failure to comply with Your obligations under these T&Cs or as a result of any negligence or misconduct by You or Your Authorized Users.
6.5. You shall not copy, reproduce, modify or create any derivative works, enhancements, adaptations or translations, frame, mirror, republish, download, transmit, or distribute all or any portions of the Platform or the Application or any contents thereof, in any form or media or by any means.
6.6. You shall not attempt to register any copyrights, trademarks, names, or logos used or associated with the Services and the Platform/ Application.
6.7. You shall not attempt to decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Services or the Dashboard/ Platform/ Application is run or provided.
6.8. You shall not:
6.8.1 explicitly or implicitly, represent to any party in any manner that compromises or creates doubts over the ownership and consequent rights of Ola over any intellectual property relating to the Services or the Dashboard/ Platform/ Application;
6.8.2 challenge (directly or indirectly), during the Term and anytime thereafter, the validity, enforceability or ownership of the Platform/ Application or aid any third party in doing so;
6.8.3 during the Term and at any time thereafter, use the Services or the Platform/ Application or any materials incidental thereto, including, any software or technical know-how, to develop services, software, hardware or firmware that is competitive with the Platform/ Application of Ola;
6.8.4 use the Service to access, alter or destroy any information of another customer of Ola by any malicious means or device;
6.8.5 use the Service to introduce a Virus, worm, Trojan horse or other harmful software code or similar files that may damage the operation of Olas or another party√ïs computer, property or information;
6.8.6 use the Service with the intent to damage, disable, overburden or impair any server or network(s) connected to any Ola server or interfere with any other party√ïs use and enjoyment of the Service;
6.8.7 obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service;
6.8.8 use the Service to defraud, defame, abuse, harass, stalk, threaten or infringe the rights of privacy or other intellectual property rights (including copyright) of others or otherwise violate any Applicable Law;
6.8.9 circumvent or modify any security technologies included as part of the Service including without limitation the security features included by Ola on the Platform; and
6.8.10 Perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan (including without limitation by use of any tool designed to automatically emulate the actions of a human user in connection with such testing) on the Service.
6.9. The rights provided under these T&Cs are granted to You only, and shall not be considered to be granted to any of Your Affiliate(s). In the event Ola agrees to grant Services to Your affiliates, the Parties shall agree to the details of the same in writing.
7. YOUR OBLIGATIONS
7.1. You shall provide Ola with:
7.1.1. All necessary co-operation in relation to these T&Cs; and
7.1.2. All necessary access to such information as may be required by Ola in order to provide the Services, including but not limited to Customer Data, security and access information;
7.2. You shall comply with all Applicable Laws with respect to Your activities, whether under these T&Cs or otherwise;
7.3. You shall perform all Your responsibilities as set out in these T&Cs in a timely and efficient manner;
7.4. You shall ensure that the Admin and Authorized Users use the Services in accordance with these T&Cs and Applicable Laws and You shall be solely responsible for any Admin or Authorized User's breach thereof;
7.6. You shall obtain and maintain all necessary consents, and permissions, if any, necessary for You to avail of the Services under these T&Cs; and
7.7. You shall be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Olas data centers, and for all problems, conditions, delays, delivery failures and all other losses or damages arising from or relating to Your network connections or telecommunications links or those caused by the internet.
8. CUSTOMER DATA
8.1. You shall own all right, title and interest in and to all of the Customer Data. However, Ola may use and process the Customer Data for the purposes of these T&Cs, on the terms and conditions set out under these T&Cs.
8.2. Ola may process any Customer Data on Your behalf when performing its obligations under these T&Cs and the Parties record their intention that You shall be the data controller and Ola shall be a data processor and in any such case:
8.2.1. You acknowledge and agree that the Customer Data may be transferred or stored in a server outside Australia and that such transfer is necessary to avail the Services under these T&Cs;
8.2.2. You shall ensure that You are entitled to disclose, transfer the relevant Customer Data to Ola so that Ola may lawfully use, process and transfer the Customer Data in accordance with applicable laws and these T&Cs on Your behalf;
8.2.3. You shall solely be responsible for any non-compliances with Applicable Laws in relation to such Customer Data. In this regard, You acknowledge that by virtue of providing the mobile numbers of the Authorized Users to Ola, You authorize Ola to on-board such Authorized Users on the Platform, and Ola shall not have to obtain any further consent from the Authorized Users for such purpose; and
8.2.4. Ola shall, in processing Customer Data, comply with Applicable Law to take commercially reasonable technical and organizational measures against unauthorized or unlawful processing of the Customer Data or its accidental loss, destruction or damage;
8.4. Ola shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted and authorized by Ola to perform services related to Customer Data maintenance and back-up).
8.5. Ola will not be liable to You in the event that the use of commercially reasonable administrative, physical and technical safeguards (including firewalls, encryption or other similar technology or techniques) fails to prevent unauthorized third party access to the Customer Data.
8.6. Nothing in these T&Cs will constitute a representation or warranty by Ola that Customer Data storage or transmission will be inaccessible to unauthorized third parties. Liability for Olas failure to maintain or protect Customer Data is limited by the Limitation of Liability clause contained herein below.
9. OWNERSHIP OVER INTELLECTUAL PROPERTY
9.1. You acknowledge and agree that Ola owns all intellectual property rights in the Services and the Platform/ Application. Unless expressly stated in these T&Cs, these T&Cs do not grant You/ Your Authorized Users any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services and the Platform/ Application.
9.2. You acknowledge and agree that all know-how and intellectual property developed as a result of any work done in relation to the Platform/ Application or any customizations thereto, shall be exclusively and absolutely owned by Ola, free and clear of any encumbrance of any nature.
10.1. Each Party may be given access to the Confidential Information of the other Party in order to perform its obligations under these T&Cs. A Party's Confidential Information shall not be deemed to include information that which:
10.1.1. Is or becomes publicly known, other than through any act or omission of the receiving Party;
10.1.2. Was in the receiving Party's lawful possession before the disclosure, as evidenced in writing;
10.1.3. Is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
10.1.4. Is independently developed by the receiving Party, which independent development can be shown by written evidence; or
10.1.5. Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, subject to Clause 10.2 below.
10.2. Each Party shall hold the other's Confidential Information in confidence and, unless required by law, shall not make the other's Confidential Information available to any third party (except as provided in Clause 10.3 below), or use the other's Confidential Information for any purpose other than the implementation of these T&Cs. In the event of a disclosure required by law, the receiving Party shall promptly notify the disclosing Party of such requirement, where not legally prohibited, to allow intervention (and shall cooperate with the disclosing Party, at the disclosing Party√ïs expense, to the extent possible) to contest or minimize the scope of the disclosure (including by making an application for a protective order).
10.3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is disclosed to its employees, subcontractors, agents or representatives only on a need to know basis, and such employees, subcontractors, agents or representatives shall be bound to maintain the confidentiality of such Confidential Information on terms similar to those set out in these T&Cs, and not misuse such Confidential Information.
10.4. Each Party shall be responsible for any breach of the confidentiality obligations under these T&Cs by its employees, subcontractors, agents or representatives, except to the extent that such breach was caused or contributed to by the non-defaulting Party.
10.5. Ola acknowledges that the Customer Data is Your Confidential Information.
10.6. No Party shall make, or permit any Person to make, any public announcement concerning these T&Cs without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction, subject to the provisions of Clause 10.2 above. Notwithstanding this, Ola may disclose the existence of this arrangement for marketing, promotional or other purposes as it deems fit.
10.7. The Parties agree and understand that the terms of this Clause 10 shall survive the termination of the arrangements between You and Ola.
11. REPRESENTATIONS AND WARRANTIES
11.1. You represent and warrant that:
11.1.1. You are an entity legally incorporated in accordance with the Applicable Laws;
11.1.2. You have full right, power, authority, and capacity to accept these T&Cs and perform Your obligations hereunder and that no further approvals are required as of the date of using the Application;
11.1.3. You are not subject to any contract or agreement that would be breached by Your accepting or performing obligations under these T&Cs or that are otherwise inconsistent with these T&Cs;
11.1.4. There are no pending or threatened legal proceedings against You before any judicial or quasi-judicial forum whatsoever that may affect Your performance hereunder;
11.1.5. You shall comply with all Applicable Laws in the performance of Your obligations hereunder, including privacy and data protection laws, rules, and regulations that are applicable now or that may become applicable in the future;
11.1.6. You shall permit only the Authorized Users to use the Services as per these T&Cs, and shall not permit any other Person to use such Services, in contravention of these T&Cs;
11.1.7. No order has been made and no resolution has been passed for winding up, for a provisional liquidator to be appointed and no petition has been presented and no meeting has been convened for winding up. No receiver has been appointed with respect to You, for any or all of Your assets. You are neither insolvent nor unable to pay Your debts as they fall due; and
11.1.8. You shall at all times comply with (and shall ensure that Your Authorized Users comply with) the terms set forth in these T&Cs.
12.1. THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. OLA DISCLAIMS AND MAKES NO ADDITIONAL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM OR THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COMPLETENESS. THE SERVICE IS NOT GUARANTEED TO BE ERROR-FREE OR UNINTERRUPTED. WITHOUT LIMITING THE FOREGOING, OLA MAKES NO WARRANTY THAT (I) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR THAT (II) ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OLA OR THROUGH OR FROM USE OF THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12.2. OLA HAS ENDEAVORED TO ENSURE THAT ALL THE INFORMATION ON THE PLATFORM IS CORRECT, BUT Ola NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE QUALITY, ACCURACY OR COMPLETENESS OF ANY DATA OR INFORMATION. Ola SHALL NOT BE RESPONSIBLE FOR THE DELAY OR INABILITY TO USE THE PLATFORM OR RELATED FUNCTIONALITIES, THE PROVISION OF OR FAILURE TO PROVIDE FUNCTIONALITIES, OR FOR ANY INFORMATION, SOFTWARE, FUNCTIONALITIES AND RELATED GRAPHICS OBTAINED THROUGH THE PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PLATFORM IS DONE ENTIRELY AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
13. COMMERCIAL TERMS
13.1. Your selection of the Customer Usage Limit on the Dashboard Agreement shall determine the commercial arrangement between Ola and You.
13.2. The rates (exclusive of applicable taxes) applicable for availing the services from Ola and the Transport Service Provider at any point of time shall be as set out in https://www.olacabs.com/fares from time to time.
13.3. The payables for the services of the Transportation Service Providers and Ola as a result of use of the Services by the Authorized Users shall be debited from the Prepaid Amount. No Services shall be provided to any Authorized User on the insufficiency of the Prepaid Amount. In the case of a Prepaid Account, no payment shall be charged to Your Authorized Users.
13.4. In the event You opt for the Postpaid Account, You shall make payments: (i) for the utilization of the services of the Transportation Service Providers, against the invoice/ debit note raised by Ola on behalf of the Transportation Service Providers; and (ii) for the utilization of the Services of Ola, against the invoice raised by Ola. All invoices & debit notes shall be inclusive of the applicable taxes and shall be issued in the electronic format to Your email address as maybe notified by You to Ola as per these T&Cs. You must make payments, in arrears, within 15 (fifteen) days from the date of such invoices/debit notes. This amount shall be payable into the bank account of Ola as notified to You in writing or through any other payment options as displayed on the Dashboard.
13.5. Where the Customer opts for a Postpaid Account, the Parties shall mutually agree and determine a credit limit that shall be applicable to the Customer/ Authorized Users, and notwithstanding any other provision of this Agreement, Ola shall not be obliged to provide the Services to the Customer in the event that the use of the Services by the Customer and/or its Authorized Users exceeds the value of this credit limit
13.7. The sub-usage limits, including but not limited to the Authorized User’s Usage Limit, shall be determined at Your sole discretion and shall accordingly be set up on the Dashboard by Your Admin.
13.8. Special offers with respect to the payables for the services of the Transportation Service Providers and Ola may also be provided to You and Your Authorized Users by Ola at its discretion.
13.9. All disputes between the Parties pertaining to payables under these T&Cs shall be settled on a case-to-case basis by Ola by following the process as prescribed in Clause 27 below. In the event Ola is liable to make refunds in any such matter, the refund process shall be independent of the amount payable by You for the Customer Usage Limit.
14.1. You shall defend, indemnify and hold harmless Ola, its Affiliates, and their officers, directors, shareholders, employees, assignees, representatives, associates, subcontractors and subsidiaries against any and all direct and actual losses, damages, loss of reputation, loss of goodwill, liabilities, fines, penalties, fees, costs, amounts and expenses (including without limitation attorneys fees), claims, actions, suits, judgments, orders, litigations, enforcements and/or proceedings, incurred or sustained by Ola in connection with or as a consequence of:
(i) A breach of any of the provisions of these T&Cs by You and/or Your Authorized Users;
(ii) A breach of any representations, covenants or warranties contained herein by You and/or Your Authorized Users;
(iii) Unauthorized use or infringement of Ola’s or third party’s intellectual property right (whether such intellectual property is registered or not);
(iv) Any damage, unauthorized use or loss of information, including Confidential Information, shared by Ola;
(v) Fraud, misconduct or negligence due to any act or omission by You and/or Your Authorized Users;
(vi) Your failure to abide by the Applicable Law during the Term of these T&Cs; and
(vii) A breach of any terms, conditions and obligation under any other contract with a third party, which has an impact on Ola or the Services provided by Ola.
14.2. In the defense or settlement of any claim, OLA may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing, or if such remedies are not reasonably available, terminate these T&Cs on the issuance of a 30 (thirty) days' written notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
14.3. To the extent permitted by law, OLA shall not be liable for any losses arising from or in connection with these T&Cs, pursuant to any claim by You/ Your Authorized Users against Ola under any theory of liability (whether in contract, in tort, or otherwise), if such losses could have been avoided if You had used reasonable efforts to mitigate them.
14.4. Further, in no event shall Ola be liable to You to the extent that the alleged infringement is based on:
14.4.1. A modification of the Services by anyone other than Ola; or
14.4.2. You and/or Your Authorized Users’ use of the Services in a manner contrary to the instructions given to You by Ola or the use of the Services by You in combination with any product/ equipment not permitted by Ola.
14.6. The indemnities contained herein shall continue throughout the Term of these T&Cs and shall survive the termination of the arrangements between You and Ola.
15. LIMITATION OF LIABILITY
15.1. In no event shall Ola be liable to You/ Authorized Users for any loss or damage resulting from the services offered by third parties including the Transport Service Providers or due to their failure to provide transportation services to You for any reason whatsoever.
15.2. Ola shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, restitution or otherwise for any consequential, incidental, indirect, special, punitive or other such loss or damage, including but not limited to those such as and/or resulting from loss of profits, loss of business, business interruption, computer failure, loss of business information, depletion of goodwill, loss or corruption of data or information, however arising under these T&Cs.
16. TERM AND TERMINATION
16.1. These T&Cs shall be in force from the date of its acceptance by You on the Platform, until such time that the arrangement between the Parties is terminated under these T&Cs or the Agreement, if any, whichever is earlier ("Term").
16.2. The access to the Application may be withdrawn and Ola may terminate the arrangement under these T&Cs with You, with immediate effect, for the reasons listed below and otherwise, by providing a written notice to You:
16.2.1. If You and/or Your Authorized Users commit a material breach of any term of these T&Cs which breach is irremediable or if such breach is remediable, You fail to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so;
16.2.2. If You repeatedly breach any of these T&Cs in such a manner as to reasonably justify the opinion that Your conduct is inconsistent with You having the intention or ability to give effect to these T&Cs, in the opinion of Ola;
16.2.3. You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business;
16.2.4. You file a petition for bankruptcy; file a petition seeking any reorganization, arrangement, composition or similar relief under any law regarding insolvency or relief for debtors; or make an assignment for the benefit of creditors; or, a receiver, trustee or similar officer is appointed for Your business or property; or, any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against You;
16.2.5. You undergo a change of Control;
16.2.6. Any representations and warranties given by You in these T&Cs are found to be untrue or misleading;
16.2.7. If Ola has been unable to perform its obligations in accordance with these T&Cs for a continuous period of 30 (thirty) days as a result of a force majeure event as per Clause 17 (Force Majeure) below;
16.2.8. The provision of the Services to You is, in Ola’s reasonable opinion, no longer commercially viable or is in any way detrimental to Ola, its business or the Platform; or
16.2.9. If You fail to make the payments due under these T&Cs, Ola shall have a right to terminate this arrangement and withdraw Your access to the Application, at its discretion.
16.3. Notwithstanding the above, Ola may terminate the arrangement under these T&Cs with You and withdraw access to the Application, without cause, by the issue of a 30 (thirty) days prior written notice to You.
16.4. You may stop using the Application and request termination of the arrangement under these T&Cs upon issuance of 30 (thirty) days prior written notice to Ola, in the event of a material breach of these T&Cs by Ola. However, these T&Cs may be terminated by You only where the breach has not been remedied by Ola within 60 (sixty) days of receipt of a written notice from You, requiring remedy of such breach.
16.5. On the withdrawal of Your access to the Application for any reason:
16.5.1. Each Party shall return and make no further use of any equipment, property, Application (including Login Credentials), Services, Confidential Information and other items (and all copies of them) belonging to or provided by the other Party;
16.5.3. You shall forthwith make payments of all pending amounts, if any, to Ola on withdrawal of Your access to the Application, and in any case within 30 (thirty) days of such withdrawal.
16.5.4. In the event that any advance amounts paid by You to Ola remains with Ola as on the date of withdrawal of access to the Application, Ola shall refund such amounts to You, after making any applicable deductions of any amounts due and payable by You, within a period of 30 (thirty) days of such withdrawal of access.
16.6. Notwithstanding anything stated in these T&Cs, Ola has the right to withdraw access to the Application at its sole discretion, as it deems fit, at any time and for any reason whatsoever.
17. FORCE MAJEURE
17.1. Ola shall have no liability to You under these T&Cs if it is prevented from or delayed in performing its obligations under these T&Cs, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ola or any other party), failure of a utility service or telecommunications network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm.
19.1. No failure or delay by a Party to exercise any right or remedy provided under these T&Cs or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver shall be effective only when in writing and signed by the Party exercising such waiver.
20.1. If any provision (or part of a provision) of these T&Cs is found by any Court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
21.1. Notwithstanding any termination of these T&Cs, Clause 10 (Confidentiality), Clause 11 (Representations and Warranties), Clause 14 (Indemnity), Clause 15 (Limitation of Liability), Clause 27 (Governing Law and Jurisdiction), Clause 28 (Mediation), Clause 29 (Jurisdiction) and such other clauses which by their nature and context are intended by the Parties to remain binding post the termination of these T&Cs, shall survive and remain in effect in accordance with their terms.
22. ENTIRE AGREEMENT
22.3. You acknowledge and agree that by accepting these T&Cs You do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any Person relating to the subject matter of these T&Cs except as expressly set out in these T&Cs.
23.1. You shall not, without the prior written consent of Ola, assign, transfer all or any of Your rights or obligations under these T&Cs.
23.2. Ola may, at any time, freely assign, transfer, sub-contract or deal in any other manner with all or any of its rights or obligations under these T&Cs, without the requirement to intimate You or obtain Your consent.
24. NO PARTNERSHIP OR AGENCY
24.1. Nothing in these T&Cs are intended to or shall operate to create a partnership between the Parties, or authorize either Party to act as an agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
25.1. All notices required to be issued by either Party to the other shall be furnished at the addresses notified by that Party on the Dashboard or in the Agreement, if any. All notices shall be provided either: (a) by a recognized courier service; or (b) by registered post acknowledgment due (RPAD); or (c) by way of email. In the event the delivery of the notice is attempted to be made at all the contact addresses provided by the party, the notice shall be deemed delivered on the third day from the date of the notice in case of delivery by courier or RPAD, or in case of any email notice, where no failed delivery message is received by the Party issuing the notice, the notice shall be deemed delivered on the third day after the email has been sent.
25.2. Either Party may change its address for receipt of notice from the other Party by delivering written notice of such change to the other Party.
26. GOVERNING LAW
26.1. These T&Cs and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Australia.
27.1. The Parties shall attempt to amicably resolve any and all disputes of every kind, arising out of or related to these T&Cs through negotiation and consultation at such offices of Ola as Ola may designate. In the event the dispute is not resolved internally between the Parties after at least 30 (thirty) days of negotiation, in good faith, by the respective senior management of the Parties, the parties must proceed to mediation.
28.1. Each Party irrevocably agrees that the state of New South Wales, Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs or its subject matter (including non-contractual disputes or claims).
29.1 Without prejudice to any other rights or remedies that the Parties may have, the Parties agree and acknowledge that damages may not be an adequate remedy for a breach of any of these T&Cs and it is reasonable that the Parties shall be entitled to the remedies of injunction, specific performance and other equitable relief for any material breach of these T&Cs.