PRNV Services AGREEMENT
This Memorandum of Understanding (MOU) is made on ______________ by and between :
1) PRNV SERVICES a Proprietorship based company, Proprietor Kolanupaka Navya D/O K. P. Rama Rao, aged about 25 years, Occupation. Business. Aadhaar No: 5922 0979 2122 And PAN No. GJIPK2013Q. GSTIN 36GJIPK2013Q2ZU through its GPA holder K. P. Rama Rao S/O K. V. Kishan Rao aged about 56 years, Occupation: Business, R/O Hyderabad, Telangana State. (Given Registered General Power of Attorney (GPA) executed on 04.09.2019 vide Bk – 4, CS No 637/2019 & Doct No 620/2019 incorporated on 09.09.2019. Registered office at # Flat No. 202, H. No. 7-1-455/2 & 3/6, Mahindra Residency, Beside Aditya Trade Centre, Ameerpet, Hyderabad – 500 016 (hereinafter referred to as the “Company”, which expression shall be deemed to mean and include its successors and permitted assigns),
2) _________________________________son/daughter/wife of ________________________________
residing at __________________________ (hereinafter referred to as the “Service Provider” which expression shall be deemed to mean and include its successors and permitted assigns).
The Company and the Service Provider may also be individually referred to as the Party or Parties.
whereas the Company provides multiple services inter alia such as plumbing, electrical repair, home cleaning, appliance repairs, home beauty services, carpentry services, painting services, pest control, fitness services, laundry services, laptop repair, and mobile repair and other convenience services, that is A to Z services to end customers (such customers called as the “Company Customers”). Whereas the Service Provider and its/his/her employees (such employees of the Service Provider, shall hereinafter be referred to as the “Associates”) provides services more fully mentioned herein below (“Services”).
3) Whereas the company has agreed to engage the services of the Service Provider and the Associates and the Service Provider has agreed to provide the Services in accordance with the terms and conditions of this MOU set forth in Exhibit A.
- A) Service Provider Premises:
- B) Service Provider and Associates Details
- C) Services to be rendered
- D) Please attach the rate card and validity period of the rate card.
- E) Warranty Period
- F) Service Referral Fee
- G) Security Deposit
- H) Term of Agreement
1. EFFECTIVE DATE AND TERM
1.1. The Parties hereby agree that the Effective Date of the MOU shall be the date on which both parties execute this MOU.
1.2. This MOU shall be valid for the Term specified. This MOU may be renewed on the mutual agreement of the Parties on terms and conditions mutually agreeable to the Parties.
2. SERVICES AND RESPONSIBILITIES OF THE SERVICE PROVIDER
2.1. The Service Provider and/or the Associates shall provide the Services to the Company or the Company Customers.
2.2. The Service Provider and/or the Associates shall provide the Services in the timelines and at the cost agreed by the Parties.
2.3. Whenever the Company is required to engage the services of the Service Provider, the Company shall issue a job card, which will contain project-specific details, along with the concerned instrument or with details of the service required to be rendered by the Service Provider. The said job card may be issued to the Service Provider through a letter, the Company’s mobile application, short messaging service (SMS), or through an email.
2.4. The Service Provider shall ensure that it provides the Services with due care, and with superior quality standards. The Service Provider acknowledges and assures that he and/or any of the Associates have the required qualification and experience in compliance with the best practices applied in the field of such Services and in compliance with all legal provisions and applicable standards with respect to the provision of Services.
2.5. Deliverables of Services shall be subject to acceptance by the Company and/or the Company Customer, as the case may be. The Service Provider shall provide a Warranty Period immediately after the deliverable of the Services provided by the Service Provider and/or the Associates. Any complaints or issues with the services shall be addressed without additional charge by the Service Provider within the Warranty Period.
2.6 The Company shall appoint a representative who will coordinate with the Service Provider with regards to the deliverable under this MOU and shall address the outstanding issues and disputes hereunder.
2.7. The Service Provider understands and acknowledges that it shall be the service provider for the Company Customers and it shall be responsible for the delivery of Service. The Service Provider shall be directly responsible for any deficiency in service, loss, or damage of goods and acts, omissions or misdeeds by the Service Provider and/or the Associates. Any claims against the Company in relation to the Services shall be a direct claim against the Service Provider and the Company shall not be responsible to Company Customer for the acts or omissions of the Service Provider/ or the Associates.
2.8. The Service Provider understands and acknowledges that it shall be his and/or the Associates` primary responsibility to complete any Services that have been assigned to him by the Company. The Service Provider further acknowledges and agrees that these Services shall be executed by him and/or the Associates within the time frame provided by the Company. In the event that the Service Provider and/or the associates fail to execute these Services within the provided time frame, then the Service Provider acknowledges and agrees that the Company may appoint another service provider to provide the said Services to the Company’s Customers.
2.9. The Service Provider shall be responsible for being adequately equipped to receive through the Client’s mobile application or its website.
2.10. The Service Provider agrees to implement and adhere to the process changes of the Company that may be upgraded or updated from time to time.
2.11. The Company may not provide any equipment related to the work to be completed by the Service Provider. The Service Provider has to provide all the necessary equipment to complete the work.
2.12. The Service Provider agrees to undertake the utmost care while providing services to the Company’s Customers. In the event that any material or physical damage is caused to the Company’s Customers, then the Service Provider agrees that the Company shall not be held liable for any such damage and that any compensation arising out of such damage to the Company’s Customer shall be paid by the Service Provider directly to the Company’s Customer.
2.13. In the event that any item needs to be picked up from the Company’s Customers then the Service Provider shall inform the Company about the details of what is to be picked up along with the reason for doing so. The Service Provider agrees that it shall be the responsibility of the Service Provider to take the utmost care of the picked-up item. In the event that there is any mishandling of the item, or if the item goes missing while in the custody of the Service Provider, then the Service Provider agrees or all claims against damages/theft/misplacement shall be the financial liabilities of the Service Provider and undertakes and agrees that the Company shall not be liable to pay any compensation to the Company’s Customer.
2.14. The Service Provider acknowledges and agrees that he shall be responsible for all the acts, deeds, and services performed by the Associates.
3. PAYMENT TERMS, TAXES, AND AUDIT.
3.1. The service fee chargeable by the Service Provider shall be agreed upon as per a predetermined rate card. The Company will remit the Service Provider the service fee collected from the Company Customers for the services successfully rendered within 15 business days of the service.
3.2. The Service Provider shall raise an invoice on the Company on the 15th and last day of each month for Services successfully rendered by the Service Provider to Company Customers for the period from the 1st to 14th and 15th to the last day of each Calendar Month respectively. Undisputed invoices will be paid by the Company within 15 business days from receipt of the invoice.
3.3. Any disputed amounts shall be cleared on mutual discussion and agreement of both the Parties, after receipt of feedback from the Company’s Customer.
3.4. All amounts will be paid to the Service Provider in the form wire transfer, cheque or demand draft and subject to applicable tax, levy or similar governmental charge that may be assessed by any duly constituted taxing authority. Any withholding of payments towards income tax, if applicable, shall be made by the Company.
3.5 During the Term of this MoU, if necessary, the Company may with prior notice request and gain access to the Service Provider`s, premises and any venue at which Services are provided where such Services are not open to the public, to determine and verify that the Service Provider is in compliance with the requirements set out in this MoU. The Company shall ensure that it shall remain in such premises for such duration reasonably necessary to achieve its purpose and not disrupt Service Provider`s operations.
3.6 The Service Provider agrees to provide the company with an interest-free refundable security deposit of such amount as may be specified by the company from time to time to secure the performance of the Company’s obligations under this MoU for reason, including without limitation, failure to complete any task from the customer, failure to return customer equipment or appliances, non-conformance with this MoU or any other indications of performance problems related to the Service Provider. The Company may increase or seek replenishment of such Security Deposit depending on the performance and deliverables from the Service Provider. If the Service Provider does not provide the Security Deposit or such increased amount within seven (7) days of receipt of the notice for the same, Company reserves the right to suspend and/or immediately terminate the MoU and set off such amount payable by the Company to the Service Provider with the Security Deposit.
4. NON-EXCLUSIVITY, NO MINIMUM GUARANTEE AND NON COMPETE.
4.1 The Company reserves the right to appoint any other Service Provider for performing and implementing the Services and the Service Provider shall have no objection for the same.
4.2 The Service Provider agrees and acknowledges that the Company has not made any minimum guarantee of revenue levels achievable by or a minimum number of referrals to the Service Provider through this MoU.
4.3 The Service Provider shall ensure that any information relating to the Services, the details of the Company Customers, and these terms of engagement shall be confidential and proprietary to the Company. The Service Provider and/or the Associates shall not use or disclose such information to any third parties or use such information for its own business purpose, except to provide the Services. The Service Provider and/or the Associates agrees not to indulge, directly or indirectly in any activities that may be considered to be prejudicial to the interest of the Company.
4.4 The Service Provider agrees and acknowledges that, during the Term and upon the termination of the MoU, it shall not directly or indirectly contact, upsell, market or undertake any business in any form or manner with the Company Customers, except where such contact and business is related to the Services and which are specifically undertaken through the Company. It is clarified that any business or service to be provided by the Service Provider to the Company Customers shall only be provided through the Company.
5.1 The Parties hereby agree to indemnify each other from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, including court costs and reasonable attorney’s fees arising out of or relating to the terms of this MoU. The Service Provider specifically agrees to indemnify the Company for any claims, damages, demands or actions and any liabilities, losses, damages or expenses incurred by the Company and/or the Company Customer in respect of the Services provided by Service Provider and/or the Associates to the Company and/or the Company Customer.
5.2 The Company’s total cumulative liability for damages of any kind arising out of this MoU shall be limited to the service referral fee paid to the Company under this MoU for a cumulative period of 3 months immediately preceding such action for indemnity.
6. CONFIDENTIALITY AND PRIVACY.
6.1 The Parties agree that information which is proprietary and confidential in its very nature exchanged or disclosed by one Party to the other shall be kept confidential and shall not be disclosed or given to any third party or made use of in any manner otherwise than for the purposes agreed herein, during and after the expiry or termination of this MoU without the prior written consent of the disclosing Party. It is clarified that the terms of this MoU shall remain confidential between the Parties.
6.2 The Service Provider agrees and undertakes that the Service Provider shall retain any Company Customer related information as confidential and private and shall not disclose such information except on a need to know basis and to perform its services under this MoU.
7.1 This MoU may terminate without cause, by either Party giving written notice of thirty (30) days to the other Party.
7.2 A Party shall have the right to terminate this MoU with immediate effect in the event:
(a) The other Party materially breaches any provision of this MoU and fails to effect such remedy to the reasonable satisfaction of the other Party within the period not exceeding thirty (30) days as notified in the written notice by the other Party; or
(b) Either Party ceases to conduct business or becomes ineligible to do so, becomes or is declared insolvent or bankrupt, becomes the subject of insolvency or bankruptcy proceedings.
7.3 Termination or expiration of, and withdrawal from, this MoU, for any reason, shall be without prejudice to all accrued rights, liabilities, and remedies of the Parties.
7.4 Within seven (7) business days from the termination of this MoU, the Service Provider shall raise a final invoice on the Company for pending payments and invoices and the Company shall clear all such undisputed invoices within fifteen (15) business days from the receipt of such final invoice. Any disputed amounts shall be resolved by the Parties for an efficient and final closure. The Company may set off the security deposit against any outstanding amount payable to the Service Provider. If the Security Deposit is in addition to the amount finally payable to the Service Provider, the Company shall return such an additional Security Deposit amount to the Service Provider, the Company shall return such an additional Security Deposit amount to the Service Provider.
7.5 Sections 2.7, 5.1, 5.2, 6.1, 6.2, 7.4, and this Section 7.5 shall survive the termination of this MoU for a period of 3 years from the termination hereof.
8.1 The Parties are independent contractors. No agency, partnership, joint venture, employment, or formal business organization of any kind is created by this MoU and neither Party shall have the authority to bind the other.
8.2 The Service Provider shall not assign, transfer or subcontract its rights and obligations under this MoU (In whole or part) without the prior written consent of the Company.
8.3 No waiver of any breach of this MoU shall be deemed to be a waiver of any other or of any subsequent breach. The failure of either Party to enforce at any time any of the provisions of this MoU shall in no way be interpreted as a waiver of such provision.
8.4 In the event that any or any part of the provisions contained in this MoU be determined invalid, unlawful or unenforceable to any extent, such terms, condition or provision shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.
8.5 This MoU replaces and supersedes any prior understandings, communications, and representations whether verbal or written. This MoU may only be amended by the execution of a written document duly signed by the Parties.
8.6 This MoU together with Exhibit A and the job card raised for an assignment shall constitute the entire agreement between the Parties. Any amendments in the clauses of this MoU can be effected as an addendum, after the written approval from both the Parties.
8.7 The Service Provider shall not directly or indirectly solicit or accept any person or entity which was introduced to the Service Provider pursuant to the terms and conditions set forth herein without treating such person or entity as a Company Customer unless explicitly instructed otherwise by the Company.
8.8 The Service Provider confirms that he/she has no past or ongoing criminal proceedings, and further has no objection if the Company intends to carry out any background verification in respect thereof or on any other matter.
8.9 The Service Provider confirms that he has not paid any amount to any person in the Company for engaging with the Company. The Service Provider further acknowledges and agrees that the Service Provider has no line of employment from the company.
8.10 The Service Provider understands and agrees that the Company uses location-based services and his physical location may be automatically tracked through the mobile device.
8.11 The Service Provider agrees and understands the risks of providing the services at a third-party location. The company will not be liable for any undue mishappening against the Service Provider.
9. NOTICE GOVERNING LAW AND DISPUTE RESOLUTION
9.1 Any notice or other writing to be given by any Party to the other Parties in connection with or under this MoU or for the purposes of this MoU shall be in writing and in English. Any such notice may be given by personal delivery or by registered courier or by fax (followed by courier) to the address of the parties set forth herein.
9.2 The interpretation, construction, and performance of this MoU shall be governed exclusively by laws of India, and the Parties expressly submit to the exclusive jurisdiction of the courts of Hyderabad.
9.3 In case of any dispute or differences arising out of this MoU, each party may as soon as practicable give to other party notice in writing of the existence of such questions or disputes specifying its nature and the point of issue. If the parties cannot resolve the matters by mutually acceptable solutions within Fifteen (15) business days, the said dispute or difference shall be referred to and settled by arbitration under the provisions of the Arbitration & Conciliation Act, 1996. The Arbitration proceedings shall be held in Hyderabad.
10.1 At the time of agreement Service provider has to submit the following Documents:
A) AADHAR CARD. B) PAN CARD. C) RATION CARD.
10.2 Service provider must have an Insurance policy ( Accidental/Life Insurance) & a copy has to submit.
10.3 If the Service provider has a Vehicle then must submit a Vehicle insurance & Driving license copy.
11. PRNV Services is not responsible for any loss, damage, Legal issues between and for Service provider & Consumer.
IN WITNESS WHEREOF the parties hereto have caused this MoU to be duly executed on the day and year first above written.
12. Under the provisions of the Information Technology Act, 2000 particularly Section 10-A, an electronic contract is valid and enforceable.
The only essential requirement to validate an electronic contract in compliance with the necessary prerequisites provided under the Indian Contract Act, 1872.
Also, the courts in India give due regard to electronic contracts under the provisions of the Indian Evidence Act, 1872.
The provisions of the Information Technology Act, 2000 (IT Act) give legal recognition to an electronic (E-Contract) particularly section 10-A of the IT Act which states:
“Section 10-A: Validity of contracts formed through electronic means. –
Where in a contract formation, the communication of proposals, the acceptance of proposals, the revocation of proposals and acceptances, as the case may be, are expressed in electronic form or by means of an electronic record, such contract shall not be deemed to be unenforceable solely on the ground that such electronic form or means was used for that purpose.”
The above provision was introduced by the Information Technology (Amendment Act), 2008 after recognizing the growing dependence on electronic means to reach commercial agreements. This applies where contract formation, communication of the proposal, and acceptance is carried out electronically.
Evidentiary Value of Electronic Records: The courts in India recognize electronic documents under Section 65-A of Indian Evidence Act, 1872. The procedure for furnishing electronic documents as evidence is provided under Section 65-B of the Indian Evidence Act, 1872.