Terms and Conditions

General Terms and Conditions

  • INTELLLECTUAL PROPERTY RIGHTS
    1. Each party shall retain all right, title and interest in its patents, copyrights, trademarks, proprietary and/or licensed software, service marks and trade secrets ("Intellectual Property Rights"). No interest whatsoever in the other party's Intellectual Property Rights is granted by this Agreement and use of any Intellectual Property Right permitted to one party by the other party shall be strictly in terms of this Agreement. The Parties shall not license, sell, publish, disclose, display or otherwise make available the Intellectual Property Product/ Products of the other party to any person or entity except as provided in this Agreement. Either party may include security modules in their Intellectual Property Products to protect their rights. To the fullest extent permissible by applicable law or regulations, both parties agree that they will not, reverse engineer or disassemble any parts of the other party's Intellectual Property Products. Neither Party shall use the Intellectual Property of the other Party in any manner whatsoever without the prior consent of the other Party or as provided hereunder.
    2. Any joint and combined usage by either Party of its own trademarks, copyrights or other intellectual proprietary material along with the trademarks, copyrights or other intellectual proprietary material of the other Party, if at all permitted by such other Party shall cease forthwith upon the expiration or termination of this Agreement. The Party so using such material jointly shall, thereafter, neither use such material in combination nor shall claim any right, title or interest in such combination nor shall register or attempt to register the said combination or any other mark or combination deceptively similar thereto, phonetically or otherwise.
    3. Sportytrip agrees and confirmed that, the Bank shall be the owner of its Trademarks, Logo, Brand Name, Copyrights and all other proprietary rights and Sportytrip shall not use any of the Trademarks, Logo, Brand Name, Copyrights and any other proprietary rights of the Bank without express permission in writing of the Bank. Sportytrip hereby warrants that, it shall not use Trademarks, Logo, Brand Name, Copyrights and any other proprietary rights (collectively referred to as “Marks”) of the Bank, without prior written permission of the Bank.
    4. Bank has permitted Sportytrip a limited, non-exclusive and royalty free right to use of Logo or Trademark of the Bank hereunder subject to the prior written approval of the Bank and in compliance with the terms and conditions in this agreement and as provided at Schedule regarding the form, content, and proposed use/distribution of the Logo/Trademark at their Marketing Communications in which any such Logo/Trademarks are to be used and the terms & conditions, more specifically stipulated at Schedule annexed herewith.
    5. Sportytrip, as licensee of the Bank’s Logo/Trademark: (i) will take all reasonable steps to protect such Trademark against any improper use by it or its employees, affiliates/partners/networks/merchants/ sub-contractors etc; (ii) will not seek to transfer or sublicense, or assert any right, title, or interest in, or raise any question or objection to, or seek to register such Logo/Trademark in any country or jurisdiction (except to the extent necessary, if any, to protect the license granted to it hereby and only after prior written approval of the Bank); (iii) will promptly notify the Bank in the event Sportytrip learns of any threatened or alleged claim of infringement, or unauthorized use of the right granted herein or any other proprietary rights of the Bank, or of any other claim by any third person or entity regarding or otherwise affecting such Logo/Trademark, the use thereof or the license granted hereunder; and (iv) will provide all reasonable cooperation to the Bank in protecting such Trademark, including reasonable cooperation in filings, documents and participation in legal proceedings, during the term of this Agreement and thereafter for a reasonable period of time not exceeding the later of (i) two years from the expiration or termination of this Agreement or (ii) the resolution of any proceeding relating to the applicable Logo/Trademark commenced prior to the expiration or termination of this Agreement.
    6. Sportytrip shall defend, indemnify fully and hold harmless the Bank, including its Directors, Employees and affiliates, without any limit, from and against all losses, costs or expenses including the legal counsel fees arising out of any violation of Bank’s intellectual property rights including its infringement of Bank’s Logo/Trademark and any other proprietary rights of the Bank and any other third party proprietary rights and from all the liabilities arising as a result of any claim, suit or proceeding or allegation made in relations to use or operation Logo/Trademark permitted by the Bank or the services or other deliverable agreed to be provided by SpotyTrip ____ in terms of this Agreement.
    7. Sportytrip shall not use Logo/Trademarks of the Bank in any manner that could impair, dilute, or tend to impair or adversely affect the distinctive character thereof or could be likely to deceive or cause confusion either in the trade or to the public or adversely affect the validity of the same in any other way.
    8. Bank has exclusively permitted Sportytrip right to use of Logo/Trademarks of the Bank hereunder as per the terms of this Agreement and such right to use is not transferable and cannot be assigned to a third party either directly or indirectly without the prior authorization from the Bank.
    9. Bank may at any time, terminate the ‘right to use’ or the ‘authorization to use’ accorded to Sportytrip in case where Sportytrip has failed to comply with the terms and conditions stipulated in this agreement and at Schedule or where the Bank is of the opinion that the right to use was obtained by way of suppression of material facts. Sportytrip shall immediately be barred and prohibited from using Bank’s Logo/Trademarks upon Bank’s exercise of its right termination in terms of this clause by the Bank.
    10. It is agreed between Parties, obligations contained in this Section shall continue to apply after the termination or expiry of this Agreement. “ 
    • CONFIDENTIALITY
    1. In connection with this Agreement, the Parties may exchange certain confidential information:

    Explanation: For purpose of this Agreement, the term “Confidential Information” means all oral or written information that is not generally known and that receiving party obtained in the performance of its service/duties in relation to the disclosing party. The term “Confidential Information” shall include, but shall not be limited to, classified information, inventions, discoveries, know how, ideas, computer programs, designs, algorithms, processes and structures, product information, research and development information, lists of clients, and other information relating thereto, financial data and information, business plans and processes, and any other information that disclosing party may inform to receiving party, or that receiving party should know by virtue of its position or the circumstances in which it learned it, is to be kept confidential. Confidential Information also includes information obtained by the receiving party in confidence from third parties, including, but not limited to, its subcontractors, consultants, or clients and any other information of a private, confidential or secret nature concerning the disclosing party whether or not relating to the business of the disclosing party. 

    1. Each Party agrees that during the term of this Agreement it will:
    1. i) Only disclose Confidential Information to those of its employees, officers, directors, agents and contractors (collectively “Representatives”) with a need to know, provided, the receiving party ensures that such Representatives are aware of and comply with the obligations of confidentiality prior to such disclosure;
    2. ii) Not disclose any Confidential Information to any third party without the prior written consent of the disclosing party;

    iii) not reproduce Confidential Information in any form except as required to perform its obligations under this Agreement;

    1. iv) not publish, reverse engineer, decompile or disassemble any Confidential Information disclosed by the other party;
    2. v) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and
    3. vi) Promptly provide the other Party with notice of any actual or threatened breach of this clause.
    1. The provisions of above clause b shall not apply to:
    2. disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement; or
    1. disclosure, to the extent required under the rules of any stock exchange or by applicable laws, regulations or processes of any government authority or in connection with any judicial process regarding any legal action, suit or proceeding arising out of or relating to this Agreement. However, in such an event, the disclosing party shall intimate the other party.

     

    1. All Confidential Information (including copies thereof) shall remain the property of the disclosing party and shall be returned (or, at the disclosing party’s option, certified as destroyed) upon written request or upon the receiving party’s need for it having expired and, in any event, upon expiration or termination of this Agreement. Both Parties agree that they will within ten (10) days of written notification return or destroy all documents and tangible items in their possession, which contain any Confidential Information and, if requested, provide a certificate of destruction if such Confidential Information is destroyed.

     

    1. INDEMNITY

     

    Each of the Parties agree to indemnify, defend and hold harmless the other Party, its Affiliates, directors, officers, representatives, employees and agents (collectively, the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation reasonable attorneys’ fees and reasonable disbursements at actual) (collectively, “Loss”)  incurred by the Indemnified Persons, to the extent directly suffered (excluding consequential or special losses), as a result of, arising from, or in connection with or relating to any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made or failure to perform (whether in whole or part) any obligation required to be performed by them under this Agreement or non observance / non compliance of any applicable laws, rules and regulations.

     

    PROHIBITION TO UNAUTHORISED PAYMENT

    1. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining the approvals, if required.

     

    1. In the event of any party committing a breach of any of the terms and conditions contained herein then other party shall be entitled to forthwith terminate this agreement without any liability of any sorts whatsoever in respect of such termination.

     

    1. DECLARATION: Acceptance / execution of this agreement shall be deemed to be (a) a confirmation by all the parties that no benefit, either in cash or in kind, has been provided by them to any officer or employee, or any relative / associate of any officer or employee, of the other party  or of any of its associate companies, in order to secure this contract, and (b) an undertaking by all the parties  not to provide any benefit, either in cash or kind, to any such officer / employee/relative/associate as reward or consideration either for securing this contract or any other matter relating to this contract.

     

     

    1. REPRESENTATION AND WARRANTIES

     

    Both parties represent and warrant to each other that:

     

    1. they are establishment duly and legally organized and validly existing in India and that the responsibilities assumed under this Agreement are legally valid and binding obligations on them and enforceable against them;

     

    1. they shall comply with or cause to be complied with all legal and valid provisions of statute, law, bye-law, rules, regulations or provisions having the force of law of the central and/or state governments, municipal corporation, municipality, local body or public authority, order of courts or law, and/or revenue or tax authority in so far as the same relates to the part of their obligations/responsibilities mentioned herein

     

    1. they are entitled to execute and implement this Agreement in accordance with their terms and all the requisite regulatory and corporate approvals, as applicable have been obtained by them prior to the execution of this Agreement;

     

    1. they are qualified and competent to perform the services covered under this Agreement; and

     

    1. the performance of their obligations as per this Agreement does not and will not violate or conflict in any manner with any of their duty or obligation with any third party.

     

    1. NOTICES

     

    Unless otherwise stated in this Agreement, any notice required or permitted to be given under this Agreement, shall be given in writing and shall be delivered by hand or sent by registered mail to the address of the other Party first set forth above or to such other address as a Party may designate to the other by written notice. Notice shall be deemed effected on the date when delivered, in the case of delivered by hand, or on the date of delivery as evidenced by the signed return receipt, in the case of delivery by mail, in case of Fax on the receipt of the positive transmission report.

     

     

    1. TERMINATION

     

    1. Either Party shall have the right to terminate this Agreement with immediate

    effect, if:

     

    1. That either Party fails to perform any material obligation under this Agreement, and such failure continues unheeded for a period of thirty (30) days following receipt of written notice of such failure, or

     

    1. That either Party should enter into liquidation, either voluntary or compulsory, or become Insolvent, or enter into composition or corporate reorganization proceedings or if execution be levied on any goods and effects of the other Party or the other Party should enter into receivership or bankruptcy.

     

    1. Either party may terminate the agreement at will upon giving not less than thirty days prior written notice to the other party.

     

    1. Obligations of the Parties relating to confidentiality, indemnity and intellectual property rights as contained in this Agreement shall survive the expiration or termination of the Agreement.

     

    1. Notwithstanding expiry of the program period or sooner termination thereof by either party, Sportytrip shall accept and honour all valid Gift certificates issued to the Card-members upto and prior to the date of termination till the period of validity of the Gift Certificates.

     

    1. The Agreement shall be immediately terminated under the following events:
    • If the other party initiates the process of liquidation, or is ordered to be wound up by a Court of law of competent jurisdiction.
    • If the other party ceases to carry on the business it is in.
    1. On the expiry or early termination of this Agreement all rights and obligations of the parties shall automatically terminate except:
    • For such rights of action as have accrued prior to such termination and any obligations which expressly or by implication are intended to come into or continue to be in force on or after such termination including the obligations pertaining to confidentiality.
    • That the terms of this Agreement shall remain in full force and effect in respect of any obligations to be performed under it by either of the parties in respect of any Agreement with the client/constituent/customer or user which remain unperformed at the time of termination.

     

     

    1. FORCE MAJEURE

     

    • Neither party to this Agreement will be liable for breach of this Agreement to the extent caused by or arising from prohibition or restriction by law or regulation of any Government, fire, flood, storms, weather, strike, lock-out or other labour problems, accidents, riots, ("Force Majeure Events"), acts of GOD or other events beyond the control of the party in breach.
    • Each of the Parties agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

     

    • If the period exceeds One (1) month and the resumption of operation is not possible in the opinion of a Party, then in such a situation this Agreement may be terminated with immediate effect, at the instance of the affected Party.

     

    • The Parties herein, in such event, shall not have any claim whatsoever against each other (except for any pending payment liability) in respect of the termination of this Agreement as a result of an Event of Force Majeure and this Agreement shall be treated as closed on mutual consent without any further liability.

     

     

    1. INDEPENDENT ENTITIES AND BUSINESS RELATIONSHIP

     

    It is understood that the relationship between the parties is solely on principal-to-principal basis. Neither Party shall acquire, by virtue of any provision of this Agreement or otherwise, any right, power or capacity to act as an agent or commercial representative of the other Party for any purpose whatsoever except as provided in this Agreement. Nothing contained in the contract shall be deemed or construed as creating a joint venture relationship or legal partnership etc between Axis Bank and Sportytrip.

     

    1. DISPUTE RESOLUTION

     

    1. Any and all disputes, controversies and conflicts ("Disputes") arising out of this Agreement between the Parties or arising out of or relating to or in connection with this Agreement and the performance or non-performance of the rights and obligations set forth herein or the breach, termination or invalidity thereof shall be referred for arbitration in terms of the Arbitration and Conciliation Act, 1996. Prior to submitting the Disputes to arbitration the parties shall mutually resolve to settle the Disputes through mutual negotiation and discussions. In the event that the said Disputes are not settled within 15 days of the arising of the Disputes, the same shall finally be settled and determined by arbitration to be conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Mumbai and the language used in the arbitral proceedings shall be English.
    2. The sole arbitrator shall be decided and appointed with the mutual consent of both the parties. In the event of any dispute in the appointment of the sole arbitrator, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
    3. The arbitral award and decision by the arbitrator shall be in writing and shall be final and binding and shall be enforceable in the exclusive jurisdiction of the competent courts of Mumbai.

     

     

    1. OTHER TERMS AND CONDITIONS

     

    1. Governing Language and Law: The language to be used in connection with this Agreement shall in all cases be the English Language. This Agreement shall be governed by and construed in accordance with the laws of India.

     

    1. Assignment: Either parties cannot assign its rights and remedies nor transfer its obligations under this Agreement without prior written consent of the other party. In any event, any assignment or transfer shall not operate to relieve either party of its obligations here under up to the date of assignment, nor will any such assignment impose any obligation on the assignee except in the case of an express written assumption by the assignee. However it is understood between parties that prior consent shall not be required in case of any assignment to parent or subsidiary Companies, of the party.

     

    1. Waiver: The failure of either Party to enforce at any time the provisions hereof shall not be construed to be a waiver of such provisions nor a waiver of such duty or obligation; nor shall it be construed as stopping such party from taking any action or exercising any remedy permitted in this agreement or under law upon the subsequent occurrence of any similar or identical failure or breach, or upon the failure of the other party to subsequently cure such breach.
    2. Severability: Should any provision of this Agreement be determined to be unenforceable or invalid, or any transaction contemplated hereby determined to be unlawful by any court of law, arbitrator or competent government body for any reason, all other provisions shall continue (except if this Agreement stands terminated) in full force and effect. In the event if any such determination results in a material change in the rights and obligations of either party, the party adversely affected shall have the option to terminate this Agreement by 15 days written notice after the date of such determination.

     

    1. Entire Agreement: This Agreement, including the Appendices, constitutes the entire Agreement of the parties with respect to the matters herein contained and supersedes all prior agreements and understandings between the parties whether written or oral with respect to the subject matter of this Agreement, and all other agreements statement or representations are hereby terminated and are of no consequence nor shall they be used to interpret or construe the provision of this agreement.

     

    1. Amendment: No modification to this Agreement shall be binding, unless made in writing and signed by a duly authorized representative of each Party

     

    1. This arrangement and provisions under this Agreement are subject to applicable law and regulations and would be modified or discontinued based on the prevailing law or regulation at any point of time and neither party shall be under any liability or obligation or continue implementation of the said arrangement till such time the terms are modified by the Parties as per the prevailing or amended law at that point of time. In the event, that the arrangement cannot be continued without total compliance of the prevailing law at any point of time, this Agreement shall be deemed to be terminated forthwith from the date when the amended law restricting or prohibiting the arrangement comes into force.

     

     

     

    1. General Terms and Conditions for Axis Bank Debit Cards:

     

    1. The offer is valid for all Axis Bank Debit Cardholders with active Axis Bank Savings or Current Accounts, and shall be valid during the offer period, unless otherwise notified.
    2. Card holder’s eligibility for the offer will be decided by the Bank based on transaction and payment history.
    3. The offer is not transferable, non-negotiable and cannot be encashed.
    4. Axis Bank reserves the right to modify/ alter all or any of the terms applicable to the offer without assigning any reasons or without any prior intimation whatsoever. Axis Bank also reserves the right to discontinue the offer without assigning any reasons or without any prior intimation whatsoever.
    5. In case of any dispute or discretion, Axis Bank’s decision shall be binding on all Cardholders.
    6. The terms and conditions governing the offer shall be in addition to and not in substitution / derogation to the Primary Terms and Conditions governing the Debit Card.
    7. Axis Bank holds out no warranty or makes no representation about the quality, delivery or otherwise of the goods and services offered by the Merchants. Any dispute or claim regarding the goods and services must be resolved by the Cardholder/s with the Merchant directly without any reference to Axis Bank.
    8. Axis Bank shall not be liable in any manner whatsoever for any loss/ damage/ claim that may arise out of use or otherwise of any goods/ services availed of by the Card Holder/s under the offer.
    9. Axis Bank reserves the right to disqualify any cardholder from the benefits of the offer if any fraudulent activity is identified as being carried out for the purpose of availing the benefits under the offer or otherwise by use of the Card.
    10. All taxes, duties, levies or other statutory dues and charges payable in connection with the benefits accruing under the offer shall be borne solely by the cardholder and Axis Bank will not be liable in any manner whatsoever for any such taxes, duties, levies or other statutory dues.
    11. The offer is not available wherever prohibited and products/ services for which such programs cannot be offered for any reason whatsoever.
    12. In all matters relating to the offer for Axis Bank Cardholders, the decision of Axis Bank shall be final and binding in all respects.
    13. Any person taking the advantage of this offer through valid and active Axis Bank Debit Card in good standing shall be deemed to have read, understood and accepted these terms and conditions.

     

    1. General Terms and Conditions for Axis Bank Credit Cards:
    1. Cardholder/s whose account has been classified as delinquent before or during the currency of the offer, or when reward points are to be credited, will not be eligible for the benefits of the offer. Bank’s discretion in this regard shall be final.
    2. Card holder’s eligibility for the offer will be decided by the Bank based on transaction and payment history.
    3. The offer is not transferable, non-negotiable and cannot be encashed.
    4. Axis Bank reserves the right to modify/ alter all or any of the terms applicable to the offer without assigning any reasons or without any prior intimation whatsoever. Axis Bank also reserves the right to discontinue the offer without assigning any reasons or without any prior intimation whatsoever.
    5. In case of any dispute or discretion, Axis Bank’s decision shall be binding on all Cardholders.
    6. The terms and conditions governing the offer shall be in addition to and not in substitution / derogation to the Primary Terms and Conditions governing the Credit Card.
    7. Axis Bank holds out no warranty or makes no representation about the quality, delivery or otherwise of the goods and services offered by the Merchants. Any dispute or claim regarding the goods and services must be resolved by the Cardholder/s with the Merchant directly without any reference to Axis Bank.
    8. Axis Bank shall not be liable in any manner whatsoever for any loss/ damage/ claim that may arise out of use or otherwise of any goods/ services availed of by the Card Holder/s under the offer.
    9. Axis Bank reserves the right to disqualify any cardholder from the benefits of the offer if any fraudulent activity is identified as being carried out for the purpose of availing the benefits under the offer or otherwise by use of the Card.
    10. All taxes, duties, levies or other statutory dues and charges payable in connection with the benefits accruing under the offer shall be borne solely by the cardholder and Axis Bank will not be liable in any manner whatsoever for any such taxes, duties, levies or other statutory dues.
    11. The offer is not available wherever prohibited and products/ services for which such programs cannot be offered for any reason whatsoever.
    12. In all matters relating to the offer for Axis Bank Cardholders, the decision of Axis Bank shall be final and binding in all respects.
    13. Any person taking the advantage of this offer through valid and active Axis Bank Credit Card in good standing shall be deemed to have read, understood and accepted these terms and conditions.

     

     

    1. JURISDICTION OF COURTS

     

    The courts at Mumbai shall have the exclusive jurisdiction in respect of the subject matter of this agreement.