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RESELLER - Terms & Conditions |
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This is the Agreement (here after called the Agreement), that you will enter into with Pravin Gandhi Consulting Services (hereafter called “PGCS”). This agreement puts forth the terms and conditions according to which PGCS appoints Resellers for selling its Jus’ Keeping TrackTM Online Investment Portfolio Management Services (hereafter called “Jus’ Keeping Track TM) offered at www.juskeepingtrack.com and www.justkeepingtrack.com web sites owned by PGCS. |
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PLEASE READ THIS AGREEMENT CAREFULLY! |
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Before you decide to become our Reseller, PGCS requires that you read carefully and accept this Reseller Agreement. We believe that you have fully read and understood the following terms and conditions before applying to become our Reseller, and that you accept and agree to the terms and conditions stated herein as applied to you acting on behalf of PGCS as its authorized reseller for selling its Jus’ Keeping TrackTM
. If you do not agree to or accept all the terms of this agreement, you may not apply. BY CLICKING THE "I ACCEPT" BUTTON AND COMPLETING THE REGISTRATION PROCESS, YOU ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS FOR RESELLERSHIP. |
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PGCS at its sole discretion may at any point of time amend this agreement by posting the new or amended terms on this web site. All Resellers will be informed about such amendments by email. Your continuance as our reseller after such changes will constitute your agreement to such changed Agreement as already informed/posted. |
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The Reseller shall use reasonable care and skill in performing its obligations under these terms and conditions. |
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1. APPLICATION TO BECOME A RESELLER |
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Any person or company can apply to become a PGCS Reseller. To apply, fill up the form provided in the Reseller page at www.juskeepingtrack.com and submit online. PGCS may at its sole discretion approve, disapprove or re-evaluate reseller applications. Details of commission structure or Reseller margins and necessary guidelines are provided in the Reseller pages upon registering online. PGCS shall provide all required guidance to the Reseller from time to time and as and when desired. |
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2. SCOPE OF GRANT OF RESELLERSHIP |
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PGCS shall appoint a Reseller on a non-exclusive and non-transferable basis to sell or distribute its Jus’ Keeping TrackTM directly to customers, anywhere in the world. The relationship between PGCS and the Reseller shall be one of Principal and Agent and as such, PGCS will not be responsible or liable for any of the acts of the Reseller or that of any other person associated with the Reseller. |
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The Reseller agrees to sell PGCS’ Jus’ Keeping TrackTM on the terms and conditions agreed to and not extend any guarantee or representation purporting to bind PGCS in any way than otherwise agreed to in this Agreement. |
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3. ELIGIBILITY |
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Resellership is available only to those individuals, firms or companies who can form legally binding contracts under the Indian laws. Therefore, you must not be a minor, i.e., you must be at least 18 years of age to be eligible to become our Reseller. |
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4. NON-EXCLUSIVITY |
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Nothing in this Agreement shall prevent the Reseller from selling products/ services similar to Jus’ Keeping TrackTM of its own or others provided that the Reseller has used reasonable endeavors to promote PGCS’ Jus’ Keeping TrackTM and then decided in its own wisdom to promote its own similar products/services. However, the Reseller must not use the banner of PGCS and its Logos to sell their own/ others products/services. The Reseller must make it sufficiently clear to the prospective customer that such products/services are not from PGCS. In no case should the customer have the impression that such products/services are from PGCS.
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The Reseller shall be an independent contractor of PGCS and nothing in this Agreement shall be read so as to construe any relationship of partnership, joint venture or agency between the parties for any purpose whatsoever. |
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PGCS shall be entitled to enter into agreement with any number of other Resellers in the same territory (town/ city/ country) or any where, for selling of its Jus’ Keeping TrackTM , and reserves the right to enter into such agreement for this purpose. |
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5. MARKETING EFFORTS & PROMOTIONS |
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The Reseller shall make reasonable endeavors to promote and market PGCS’ Jus’ Keeping TrackTM and shall, at all times, act in the best interest of PGCS. The reseller may undertake to promote and advertise PGCS’ Jus’ Keeping TrackTM to the best of its ability and salesmanship which reflects favorably on PGCS and on the products/services and the quality image associated with the products/services. |
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All such promotions shall be carried out by the Reseller as it may deem fit in its own interest and in the interest of PGCS, and the costs involved therein shall be borne entirely by the Reseller. PGCS shall not force the Reseller to carry out such promotions. |
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6. INTELLECTUAL PROPERTY RIGHTS |
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The Reseller acknowledges and agrees that all intellectual property rights concerning PGCS’ Jus’ Keeping TrackTM will remain vested with PGCS and its licensors, and the Reseller will derive no right, title or interest in such intellectual property rights. |
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7. USE OF LOGO |
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PGCS grants to the Reseller a non-exclusive, royalty-free license to use its Logos during the period of the Reseller's appointment on its own website and other marketing materials for the sole purpose of promoting and marketing PGCS’ Jus’ Keeping TrackTM . The Reseller shall use the Logos only in the format specified by PGCS and shall not merge the Logo with any other trade mark or otherwise interfere with the Logo. All goodwill arising from the use of the Logo shall inure to the benefit of PGCS. |
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8. PGCS-RESELLER-CUSTOMER RELATIONSHIP |
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The Reseller shall, from time to time, sell various Jus’ Keeping TrackTM of PGCS to third parties/ customers. |
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Such contracts may be executed in one of the following mode: |
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The Reseller buys PGCS’ Jus’ Keeping TrackTM to be included as a part of a package of product/service that the Reseller offers under its own banner. |
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The Reseller becomes our direct customer and PGCS and the end customer need not know each other except through the User Registration process. The Reseller directly places order on PGCS and makes direct payment based on a discounted price plan. |
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The Reseller shall ensure that all sales are made according to the terms and conditions for the use of Jus’ Keeping TrackTM as published on www.JusKeepingTrack.com. |
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PGCS shall charge the Reseller the discounted price for its Jus’ Keeping TrackTM . The reseller is entitled to invoice its customer at whatever rate it deems appropriate. |
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9. SUPPORT TO CUSTOMER |
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It is the responsibility of the Reseller to extend support to all sales made by or through them. PGCS technical support will be limited to the Reseller by way of electronic media such as Internet, Email, etc. from its development centre. |
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10. PRODUCT/SERVICE CHANGES BY PGCS |
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PGCS reserves the right at any time to discontinue the production, sale, or distribution of any of its Jus’ Keeping Track
TM , and to change its design and any part thereof, and to change its service, guarantee or other policies, without any prior written notice.
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11. CONFIDENTIALITY |
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The Reseller shall not disclose any of the confidential information in any manner whatsoever, except as provided in product/service specifications, and shall hold and maintain the confidential information in strictest confidence. The Reseller hereby agrees to indemnify PGCS against any and all losses, damages, claims, expenses, incurred or suffered by PGCS as a result of disclosure of unauthorised confidential information. |
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12. BREACH & TERMINATION OF THIS AGREEMENT |
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PGCS or the Reseller may terminate this agreement by notifying the other party via e-mail that the agreement is terminated. Such notification will take immediate effect. However, such terminations shall in no case affect the services due to any customer. The Reseller will be responsible to complete all pending orders to the full satisfaction of the customer. PGCS, in turn will also accord the necessary support to the Reseller that it ought to be doing in the normal course for execution of orders obtained by the Reseller. |
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PGCS may terminate the appointment of the Reseller: |
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If the Reseller, in the sole opinion of PGCS, is acting in such a way as to bring PGCS name into disrepute or is otherwise not acting in the best interests of PGCS.
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If the Reseller is in breach of its obligations under these terms and conditions including, without limitation, fails to make payments on time.
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If the Reseller, being a Company, goes into liquidation or adjudged as insolvent or is ordered to be wound up by a Court of Law.
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If the Reseller is a Firm, the Firm goes into Liquidation or is adjudged as Insolvent. |
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If the Reseller ceases to carry on the Business. |
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If any event or happening by the Reseller which makes the performance of this Agreement impossible by reason of any force majeure or otherwise.
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If the Reseller is guilty of any conduct which PGCS feels prejudicial to its interest. |
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If the Reseller makes an assignment of the benefits of this Agreement in favour of a third party. |
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Upon termination, the Reseller shall: |
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Immediately cease using all PGCS Logos and shall delete them from its website and from all advertising materials.
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Immediately cease holding itself out as being a reseller of PGCS or in any way associated with PGCS. |
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13. WAIVER OF A BREACH |
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The waiver by PGCS of any breach of any of these terms and conditions shall not preclude PGCS from enforcing any subsequent breach of that or any other terms and shall not be considered as a waiver of the subsequent breach also. |
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14. GUARANTEE & LIMITED LIABILITY |
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Despite all our efforts to make our Jus’ Keeping TrackTM convenient and error free, we cannot unfortunately always foresee or anticipate technical snags, loss of data, service interruptions or other problems that might just happen once in a while. For this reason, the Reseller expressly understands and hereby agrees that a Reseller's or a customer's use of our Jus’ Keeping TrackTM is absolutely at their own risk. The products/services are provided on an “AS IS” and “AS AVAILABLE” basis. PGCS disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. |
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PGCS makes no warranty that - |
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our products/services will meet all of a Customer or Reseller requirements; |
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our products/services will be uninterrupted, timely, secure, or error free; |
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the results that may be obtained from the use of our products/services, including results or information provided by third-party sources, will be accurate or reliable; and
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the quality of any product/service will meet Customer expectations. |
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It will be the Reseller's responsibility to state the facts before its customers and make its customers aware of the limitations of technology. The Reseller shall be truthful in the conduct of business and not raise high/false expectations of the customer. |
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In no event will PGCS be liable for direct, indirect, special, incidental or consequential damages arising out of the use or inability to use any of our products/services. PGCS shall have no liability for any programs or data stored or used with the product/service, including the costs of recovering such programs or data. PGCS shall have no liability in respect of consequential damages arising out of usage of their product/ service, loss or revenue, loss of anticipated savings, loss of business, loss of man days, loss of goodwill, industrial relation problems if any. |
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Further, PGCS does not warrant that the functions contained in the product/service will meet all requirements of an end-user or that the operations of the product/service will be uninterrupted or error free. |
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The Reseller shall not make any modifications or additions to this guarantee. |
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15. INDEMNITY |
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You agree to indemnify and hold PGCS and its subsidiaries, associates, affiliates, officers, directors, agents, and employees, harmless from any claim or demand (including legal expenses of other professionals) made by you or a third party due to or arising out of your breach of this agreement, your information or your violation of any law or the rights of a third party. |
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16. ENFORCEABILITY OF THE AGREEMENT |
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This Agreement constitutes the entire Agreement between PGCS and its Reseller, superceding any prior written or oral Agreements. The Agreement shall be governed in all respects by the laws of the Mumbai/Indian Territory. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. |
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For any suit or legal proceedings arising out of this Agreement, only the courts in Mumbai, India shall be the courts having the jurisdiction to entertain and try the same. |
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