Welcome to eTravelSmart online bus ticket booking platform provided by YK Software Solutions Pvt Ltd.
This Customer Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "Customer"), and YK Software Solutions Pvt Ltd a company registered under the Companies Act, 1956 and having registered office at Plot No.1, H.No.23-304/1, Kriti Mansion, 4th floor,HMT Sathavahana Nagar, Kukatpally, Hyderabad-500085,Telangana, and its products eTravelSmart ("Supplier"). This Agreement comes in to effect when you register for using eTravelSmart services or signing an application for utilizing services of eTravelSmart. By Registering or signing with eTravelSmart, you signify your absolute and unconditional consent to all the provisions of this agreement in their entirety.
This agreement constitutes a legally binding agreement between Customer and Supplier. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to Supplier.
Notwithstanding anything contained in the foregoing, this Agreement will not bind eTravelSmart unless you meet the eligibility criteria for entering into this Agreement as set forth in this Agreement.
Background The Supplier has developed www.eTravelSmart.com online bus ticket booking software applications and platforms which it makes available to customers via the internet on a pay-per-use basis for the purpose of booking bus tickets online under the customer brand name www.customer.com .
The Customer wishes to use the Supplier's service in its business operations.
The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.
Agreed terms Interpretation 1.1 The definitions and rules of interpretation in this clause apply in this agreement.
"Services": means the Customer services provided by Supplier, including the online bus ticket booking, site design, and other related integration services as may be offered from time to time. Software and/or Services provided by Supplier on SAAS (software as service) model.
"Alternative Dispute Resolution": means a number of methods used to resolve disputes out of court including negotiation, conciliation and mediation;
"Board": means the board of directors of the Company;
"Business Day": means any day excluding Saturday, Sunday and any other day which in the State of Telangana, is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close;
"Confidential Information": information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 1.28.
"Customer Data": the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customers use of the Services.
"Effective Date": the date of this agreement.
"Normal Business Hours": 10.00 am to 7.00 pm local IST time, each Business Day.
"Renewal Period": the period described in clause 1.38.
"Software": the online software applications provided by the Supplier as part of the Services.
"Subscription Fees": the subscription fees payable by the Customer to the Supplier for the Subscriptions, as set out in paragraph Error: Reference source not found of Error: Reference source not found.
"Subscription Term": has the meaning given in clause 1.38.
"Subscriptions": the subscriptions purchased by the Customer pursuant to clause 1.17 which entitle to use the Services and the Documentation in accordance with this agreement.
"A person": includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
The Services and Software licence are available only to Customer who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18).
If you are registering as a business entity, you represent that you have the eligibility to enter in to an agreement and the authority to bind the entity to this Agreement.
Supplier uses many techniques to verify the accuracy of the information you provide when you register on the Supplier Site. If for any reason, Supplier, in its sole discretion, believes such information to be incorrect, it reserves the right, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.
1.2 Subject to the terms and conditions of this Agreement, Supplier grants to Customer a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software through the www.customer.com application solely for the purpose of booking bus tickets online.
1.3 ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that Supplier may make available to Customer may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, Supplier may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Such software and services are subject to additional payments as required and are subject to Customers consent to such terms and conditions associated with the use of additional software and services.
1.4 If the Customer wishes to purchase additional services, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional services and respond to the Customer with approval or disapproval of the request.
1.5 If the Supplier approves the Customers request to purchase additional services, the Customer shall, within 10 days of the date of the Suppliers invoice, pay to the Supplier the relevant fees for such additional services as set out in Error: Reference source not found and, if such additional Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
1.6 The rights provided under this agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
1.7 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
1.8 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
The Customer shall: (a) provide the Supplier with: (i) all necessary co-operation in relation to this agreement; and (ii) all necessary access to such information as may be required by the Supplier; in order to render the Services, including but not limited to Customer Data, security access information and configuration services; (b) comply with all applicable laws and regulations with respect to its activities under this agreement; (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
1.9 Upon activation of Customers account and subject to the payment of applicable fees, Supplier will provide bus ticket booking for its online customers, support and other miscellaneous services.
1.10 Design And Customization: At Customers request, and subject to Supplier's acceptance of Customer's request and Customer's payment of applicable fees, Supplier will provide design and customization Services for Customer's in accordance with Supplier's then current customization terms and conditions.
1.11 Changes In Services: Supplier reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to Customer. Customer agree to receive administrative communications from Supplier in regards to the Software, Services, Supplier's account, policy changes and system updates.
1.12 For any technical support/issues, Customer can send mail to Suppliers tech support mail firstname.lastname@example.org.
1.13 For any bus ticket booking, recharges, cancellation and refunds Customer can send mail to Suppliers customer support mail email@example.com.
Third party providers
Charges and payment
1.17 The Customer shall pay the Subscription Fees to the Supplier for the Subscriptions in accordance with Error: Reference source not found.
1.18 If the Supplier has not received payment within 5 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) The Supplier may, without liability to the Customer, stop the Customers Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) Interest shall accrue on such due amounts at an annual rate equal to 18% over the then current base lending rate of the Supplier's bankers in the India.
1.19 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in Rupees;
(b) are, subject to, non-cancellable and non-refundable;
(c) are exclusive of service tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
1.20 If, at any time whilst using the Services, the Customer exceeds number of seats booked per day or the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Suppliers then current excess data storage fees. The Suppliers excess bus seat booking and excess data storage fees current as at the Effective Date are set out in Error: Reference source not found.
1.21 The Software provided by Supplier, and all intellectual property rights therein, are the exclusive property of Supplier.
1.22 The Software and its structure, organization, and source code constitute valuable trade secrets of Supplier. Accordingly, except as expressly allowed Customer will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.
1.23 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
1.24 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
1.25 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
1.26 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
1.27 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
1.28 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
1.29 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) made by any third party due to or arising out of Customers breach of the Agreement or the documents it incorporates by reference, or Customer's violation of any law or the rights of a third party.
1.30 The Supplier shall, subject to clause 1.33, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) The Supplier is given prompt notice of any such claim;
(b) The Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) The Supplier is given sole authority to defend or settle the claim.
1.31 In the defence or settlement of any claim, the Supplier may procure the right for the Customer 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 this agreement on 15 Business Daysâ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
1.32 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) A modification of the Services or Documentation by anyone other than the Supplier; or
(b) The Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) The Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
1.33 The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Suppliers employees', agents' and sub-contractorsâ) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of liability
1.34 In no event shall Supplier, its suppliers, or service providers, or their officers, directors, employees, contractors or agents be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the software, the additional software, the services or this agreement (however arising, including negligence). Supplier', its suppliers', and service providers', cumulative liability, and the liability of their officers, directors, employees, contractors and agents to Customer or any third parties in any circumstances shall be limited to payment received by Supplier for that particular service or month. There is no warranty in respect of the Supplier, Software or Services.
1.35 Supplier has made this software /service available to use as a matter of convenience. Customer agrees and acknowledges that user shall be solely responsible for their conduct and that Supplier reserves the right to terminate Customer's rights to use the service immediately, notwithstanding penal provisions under the laws enacted by the government of India or any other statutory, legislative or regulatory authority authorized in this regard from time to time.
1.36 In no event shall Supplier shall be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Supplier software/services for interrupted communications, delay, lost data or lost profits arising out of or in connection with this agreement, or otherwise arising out of the use of the Supplier software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if Supplier or any of its suppliers has been advised of the possibility of damages. The clause shall survive the termination or expiry of this agreement.
1.37 The material and information provided by Customer (contents) under this agreement belongs to Customer who agrees to grant the rights to share, redistribute or otherwise use the content to Supplier as described in this agreement. Customer being the owner of the content provided shall be responsible for any acts of violation of rights of another or intellectual property infringement by way of the content provided. Supplier makes no representations or warranties of any kind express or implied about the completeness, accuracy, reliability, of the content provided in the content or the information on products, services (information) made available Customer. Supplier and their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents.
Term and Termination
1.38 This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) Either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) Otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
1.39 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
1.40 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) The Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
(d) The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
(a) The other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(a) The other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, 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 the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
1.41 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
1.42 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
1.43 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
1.44 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.
1.45 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
1.46 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
1.47 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
1.48 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as 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).
Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).
Each notice, demand, Invoice or other communication given or made under this Agreement shall be in writing and delivered or sent to the relevant Party at its address or electronic mail (e-mail) set out below (or such other address or fax number as the addressee has. Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered
(a) If delivered in person or by messenger, when proof of delivery is obtained by the delivering Party,
(b) If sent by post receipt of the post by the delivering Party
(c) If given or made through email, when the mail reaches the inbox of the recipient.
(d) All licences granted under this agreement shall immediately terminate;
The initial address and facsimile for the Parties for the purposes of the Agreement are:
If to the Customer:
company name :
Attention : Mrs. ............... Phone : Fax : E-mail :
If to the Supplier:
YK Software Solutions Private Limited, Plot No.1, H.No.23-304/1, Kriti Mansion, 4th floor,HMT Sathavahana Nagar, KPHB Road,Kukatpally, Hyderabad - 500085, Telangana.
Governing law and jurisdiction
1.49 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of India.
1.50 The parties irrevocably agree that the courts of Hyderabad, Telangana have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).