Vehiculr Vendor Agreement
0.1 Effective Date: This Agreement shall become effective, binding, and enforceable upon the earliest of: the Vendor clicking the "Continue", "Proceed", "Next", or any functionally similar button during onboarding; the Vendor completing registration or onboarding on the Vehiculr platform; the Vendor uploading any documents, listings, products, services, or content; the Vendor accessing or using any part of the Vehiculr platform.
0.2 Applicability: This Agreement shall apply to all Vendors, including existing Vendors, newly onboarded Vendors, and Vendors whose accounts were created prior to the publication of this Agreement, and shall supersede and replace any prior versions, terms, policies, or understandings applicable to Vendor participation on the platform.
0.3 Continued Use: Continued access to or use of the platform after the effective date of this Agreement shall constitute the Vendor's deemed acceptance of this Agreement, notwithstanding the date of account creation.
0.4 Scope of Governance: For the avoidance of doubt, this Agreement shall govern all activities, listings, communications, transactions, and interactions, whether occurring before or after the Vendor's acceptance, to the maximum extent permitted by applicable law.
1.1 Vehiculr Technologies Pvt. Ltd. ("Vehiculr", "We", "Us", or "Our") owns and operates a technology-based digital platform that enables discovery, listing, visibility, communication, interaction, and community engagement between independent vendors and end users/customers seeking automotive or mobility-related products or services.
1.2 Vehiculr is not a service provider. Vehiculr does not itself provide, perform, execute, supervise, manage, inspect, certify, verify, test, guarantee, insure, warrant, endorse, or deliver any automotive service, vehicle-related service, mechanical work, repair, inspection, rental, insurance product, loan, spare part, accessory, tuning service, driving instruction, emergency assistance, logistics service, event organization, or any other service or product listed or discussed on the platform.
1.3 Vehiculr's role is strictly limited to providing a digital infrastructure that allows vendors to create listings, provide services, display information, communicate with users, respond to queries, post content, manage dashboards, and engage with the community.
1.4 Any service, product, vehicle, spare part, rental, insurance policy, loan, instruction, or assistance availed by a user/customer is provided solely by the Vendor, directly to the user/customer, at the Vendor's own premises or chosen location, and entirely at the Vendor's own risk, responsibility, and liability.
1.5 Vehiculr does not become a party to any agreement, understanding, contract, transaction, negotiation, or dispute between a Vendor and a user/customer, whether such interaction occurs online or offline, before, during, or after use of the platform.
2.1 Intermediary Status: Vehiculr is an "Intermediary" as defined under Section 2(1)(w) of the Information Technology Act, 2000.
2.2 Statutory Safe Harbour: Vehiculr claims and relies upon the safe harbour protection under Section 79 of the Information Technology Act, 2000, read with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
2.3 Platform Neutrality: Vehiculr does not initiate any transmission, select the receiver of any transmission, modify or alter the content of any listing, post, message, review, or communication, control the outcome of any service, or control pricing, negotiation, or commercial terms.
2.4 Vendor-Controlled Content: All content, listings, pricing, descriptions, communications, claims, representations, and services are originated and controlled exclusively by Vendors or users.
2.5 Limitation of Liability: Vehiculr shall not be liable for any civil, criminal, regulatory, consumer, contractual, or tortious claim arising out of Vendor content, Vendor conduct, Vendor services, Vendor products, User actions, or interactions between Vendors and users.
3.1 Independent Status: Each Vendor onboarding on Vehiculr operates as an independent individual or legal entity, acting in its own capacity and on its own behalf.
3.2 No Relationship Created: Nothing contained in this Agreement shall be deemed or construed to create any employer-employee, principal-agent, partnership, joint venture, franchise, or fiduciary relationship between Vehiculr and any Vendor.
3.3 No Representation Authority: Vendors shall not represent themselves as employees, agents, partners, affiliates, or authorised representatives of Vehiculr.
3.4 No Binding Authority: Vendors have no authority to bind Vehiculr contractually, make representations on behalf of Vehiculr, accept payments on behalf of Vehiculr unless explicitly authorised in writing, or commit Vehiculr to any obligation whatsoever.
4.1 Information Submission: Vendors are required to submit information including but not limited to identity documents, business registration certificates, licences, permits, and approvals, GST and tax details, bank details, service descriptions, product details, images, videos, reels, and posts, pricing information, and contact details.
4.2 Self-Declared Information: All information and documents provided by the Vendor are self-declared and provided at the Vendor's sole responsibility.
4.3 No Verification: Vehiculr does not verify, audit, authenticate, certify, inspect, or validate the authenticity of documents, the legality of licences, the accuracy of claims, the quality of services, the genuineness of products, or the compliance status of Vendors.
4.4 No Endorsement: The collection, storage, or display of Vendor documents by Vehiculr does not constitute approval, endorsement, recommendation, or verification.
4.5 Vendor Liability: Any liability arising from false documents, forged certificates, expired licences, misleading claims, inaccurate information, or regulatory non-compliance shall lie solely and entirely with the Vendor.
5.1 Universal Applicability: This Agreement applies uniformly to all Vendor categories, including garages and workshops, detailing and tuning vendors, spare parts sellers, accessories vendors, pre-owned vehicle sellers, rental providers, insurance providers, loan and finance providers, driving schools, chauffeur services, emergency assistance vendors, towing and logistics vendors, event organizers, and any future category introduced by Vehiculr.
5.2 Equal Treatment: No Vendor category shall be treated differently unless explicitly stated in writing by Vehiculr.
6.1 Garages, Workshops, and Repair Centres: Garages and workshops are solely responsible for repair quality, servicing standards, workmanship, tools and equipment, staff competence, parts used, vehicle custody, test drives, and post-service condition. Vehiculr does not inspect, certify, or guarantee vehicle road-worthiness, safety, or mechanical performance. Any damage, accident, theft, fire, incorrect repair, negligence, or failure is entirely the garage's responsibility.
6.2 Spare Parts and Accessories Vendors: Vendors are solely responsible for authenticity, legality, compatibility, safety, warranty, and origin of products. Vehiculr is not liable for counterfeit, defective, unsafe, or incompatible products.
6.3 Pre-Owned Vehicle Sellers: Sellers are solely responsible for ownership and title, documentation, mileage accuracy, vehicle condition, accident history, and legal transfer. Vehiculr does not verify vehicle history, condition, or legality.
6.4 Rental Providers: Rental providers are solely responsible for permits and licences, insurance coverage, vehicle condition, accidents and damages, misuse by customers, and regulatory compliance. Vehiculr bears no responsibility for rental disputes or incidents.
6.5 Insurance and Loan Vendors: Vehiculr does not guarantee approvals, rates, coverage, timelines, or outcomes. All liability lies between Vendor and user.
6.6 Driving Schools, IR Drivers, and Events: Vehiculr is not responsible for accidents, injuries, conduct, safety, permissions, or outcomes. Participation is at the user's own risk.
7.1 All prices displayed on the platform are indicative only and may vary based on scope, condition, or location.
7.2 Vendors must provide a final quotation to the user before commencing any service or sale.
7.3 Vehiculr has no role in pricing negotiations, discounts, cancellations, refunds, or non-payment.
8.1 Vendors shall act professionally, ethically, and in compliance with all applicable laws and regulations.
8.2 Vehiculr does not supervise or control Vendor conduct, staff behaviour, or operational practices.
8.3 Any misconduct, negligence, fraud, or illegal activity by a Vendor is solely the Vendor's responsibility.
9.1 Vendors may receive access to customer data solely for service fulfilment.
9.2 Vendors shall not misuse, sell, share, spam, harass, or exploit customer data.
9.3 Any data breach or misuse shall result in Vendor liability, termination, and potential legal action.
10.1 Vehiculr uses third-party APIs and infrastructure for chat, calls, SMS, email, WhatsApp, analytics, document collection, document storage, and notifications.
10.2 Communications may be logged, stored, processed, or routed through third-party systems.
10.3 Vehiculr shall not be liable for message delivery failures, call drops, data loss, third-party outages, or security breaches originating outside Vehiculr's direct control.
11.1 Vehiculr may collect, store, host, process, back up, archive, and retain Vendor data and User data, including onboarding documents, identity proofs, business licences, communication records, chat logs, call logs, transaction metadata, analytics, activity logs, IP addresses, device information, and timestamps.
11.2 Data may be stored using third-party cloud infrastructure, servers, storage providers, and data processing services located within or outside India.
11.3 Vendor expressly acknowledges and irrevocably consents that Vehiculr may disclose any Vendor data or User data to law enforcement agencies, courts, government authorities, regulatory bodies, or investigating agencies where required by law.
11.4 Vehiculr shall not be liable for any loss, damage, suspension, investigation, penalty, or consequence suffered by the Vendor arising from such disclosure.
11.5 Vehiculr is under no obligation to notify the Vendor before or after such disclosure unless expressly mandated by law.
12.1 The Vehiculr platform allows users to post reviews, ratings, comments, questions, answers, posts, reels, polls, event details, and other user-generated content ("UGC").
12.2 Reviews and ratings reflect the subjective opinions and experiences of users and do not constitute statements of fact verified or endorsed by Vehiculr.
12.3 Vehiculr does not guarantee the accuracy, fairness, completeness, or truthfulness of any review, rating, or feedback.
12.4 Vehiculr shall not remove reviews or ratings merely because they are negative, critical, or commercially damaging to the Vendor.
12.5 Vehiculr may remove content only if it violates applicable law or platform policy.
12.6 Vendors acknowledge that reviews, ratings, and community content may impact business reputation and waive any claim against Vehiculr for reputational harm, loss of goodwill, or loss of business arising therefrom.
13.1 Vendors retain ownership of content uploaded by them, including images, videos, text, logos, reels, posts, and descriptions.
13.2 By uploading content, Vendors grant Vehiculr a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable license to host, store, reproduce, display, distribute, adapt, promote, and market such content.
13.3 Vendors represent that they own or have lawful rights to upload such content and that it does not infringe any third-party rights.
13.4 Vehiculr shall not be liable for copyright infringement or intellectual property disputes arising from Vendor-uploaded content.
14.1 Vendor listings, profiles, products, services, posts, and content may be displayed, ranked, filtered, or surfaced using automated systems, algorithms, and internal logic.
14.2 Visibility, ranking, impressions, leads, views, clicks, messages, and analytics are dynamic, non-guaranteed, and subject to change.
14.3 Vehiculr does not guarantee listing position, visibility, number of leads, customer engagement, conversion, revenue, or business growth.
14.4 Dashboard analytics are indicative and approximate.
14.5 Vendors agree that analytics shall not be used as the basis for any legal, financial, or performance claim against Vehiculr.
15.1 Vehiculr may modify platform features, update user interfaces, alter algorithms, introduce or remove services, change pricing models, restructure subscription plans, or discontinue any part of the platform at its sole discretion.
15.2 Vehiculr provides the platform on an "as-is" and "as-available" basis.
15.3 Vehiculr does not guarantee uninterrupted service, uptime, or error-free operation.
15.4 Vehiculr shall not be liable for downtime, maintenance outages, technical failures, data loss, cyber incidents, force majeure events, or third-party service failures.
16.1 To the maximum extent permitted by law, Vehiculr shall not be liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, or economic damages.
16.2 Vehiculr shall not be liable for vehicle damage, accidents, injuries, deaths, property damage, product defects, service failures, customer disputes, loss of revenue, loss of business, loss of reputation, or loss of data.
16.3 The Vendor acknowledges that Vehiculr shall not be liable for any compensation, damages, refund, or monetary relief of any nature.
16.4 The Vendor irrevocably waives, releases, and discharges Vehiculr and its affiliates from any present or future claims or liabilities.
17.1 Vendor agrees to defend, indemnify, and hold harmless Vehiculr from all claims, losses, damages, penalties, fines, costs, and expenses arising from Vendor services, products, vehicle damage, counterfeit or defective parts, misrepresentation, fraud, data misuse, legal violations, customer complaints, or regulatory actions.
17.2 This indemnity is unlimited, continuous, and survives termination.
18.1 All intellectual property rights in the Vehiculr platform, including software, code, design, algorithms, trademarks, and branding, belong exclusively to Vehiculr.
18.2 Vendors shall not copy, scrape, reverse engineer, decompile, disassemble, bypass security, use bots or automation tools, or misuse branding or trademarks.
18.3 Any violation may result in immediate termination and legal action.
19.1 Vendors shall treat all non-public information relating to Vehiculr as confidential.
19.2 Vendors shall not disclose, exploit, or misuse platform data, internal processes, analytics logic, or business strategies.
19.3 Confidentiality obligations survive termination of the Agreement.
20.1 Vehiculr reserves the absolute right to suspend, restrict, limit, disable, or terminate a Vendor's access to the platform at any time, for any reason or no reason, with or without notice.
20.2 Upon suspension or termination, all listings, posts, products, services, and content may be removed or disabled; access to dashboards, analytics, and internal tools shall cease; no refunds or compensation shall be issued.
20.3 Vendors have no claim against Vehiculr for loss of business, revenue, customers, data, goodwill, reputation, or operations arising from suspension or termination.
20.4 The Vendor acknowledges the platform is under continuous development; bugs, errors, outages, and third-party failures may occur.
21.1 This Agreement is governed by the laws of India.
21.2 Any dispute shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.
21.3 The seat of arbitration is Bengaluru, Karnataka.
21.4 Vendor waives the right to participate in class actions, joint claims, or public interest litigation.
21.5 Courts at Bengaluru have exclusive jurisdiction over interim measures and enforcement.
22.1 Termination, suspension, expiry, or deletion of a Vendor account does not affect rights, obligations, or liabilities that are intended to survive.
22.2 Provisions that survive include liability limitations, indemnity, confidentiality, data handling, IP rights, and arbitration clauses.
22.3 Surviving obligations remain enforceable indefinitely.
23.1 This Agreement constitutes the entire and exclusive agreement between Vehiculr and the Vendor.
23.2 The Vendor confirms it has not relied on any statements or representations not included in this Agreement.
23.3 If any provision is invalid or unenforceable, it may be severed; remaining provisions remain valid.
24.1 Acceptance occurs when the Vendor clicks "Continue" or performs onboarding, registration, or account access after viewing this Agreement.
24.2 Continued platform use confirms consent and understanding of the Agreement.
24.3 Vehiculr may modify the Agreement; changes are effective upon publication or reasonable notice.
24.4 Continued use after modifications constitutes automatic, unconditional acceptance.
24.5 If the Vendor disagrees with modifications, the sole remedy is to stop using the platform.
25.1 The Vendor represents and warrants that it has full legal capacity, all approvals, licences, and authority to operate, and that services and products offered on the platform are lawful, genuine, safe, and compliant.
25.2 The Vendor shall not engage in fraud, misrepresentation, illegal goods, misuse of customer property, manipulation of reviews, or data violations.
25.3 Vehiculr does not verify Vendor compliance and disclaims liability for breaches.
25.4 These warranties and undertakings are continuing and survive termination.
26.1 Vehiculr may charge fees for subscriptions, onboarding, listings, promotions, leads, advertising, or other platform services.
26.1.1 Fees are final, non-refundable, non-cancellable, and non-transferable.
26.2 Vehiculr may revise fees at any time. Continued use constitutes acceptance.
26.3 No refunds shall be provided for partial use, suspension, termination, or deactivation.
26.4 Any refund, at Vehiculr's sole discretion, is gratuitous and not an admission of liability.
26.5 Billing errors must be reported within 15 days.
26.6 Vehiculr is not liable for customer non-payment or disputes.