Updated as on : September 15, 2020

Terms and Conditions

Introduction

Welcome to www.prefme.com/partners and the Prefme Partner Application (individually and collectively referred to as “Platform”) provided by Prefme Matrix Private Limited (“Company”). Only a legal entity or body corporate that has a valid subsisting Partner Agreement with the Company (“Authorized Partner”) may access the Platform by using its Partner Number (defined below) and its Password (defined below). If you would like to become an Authorized Partner of the Company for the purpose of accessing the Platform or your Partner Agreement has expired, please contact the Company by sending an email to sales@prefme.com. If you are not an Authorized Partner, you are prohibited from accessing and/or viewing this Platform.

Any access to this Platform provided to Authorized Partners including but not limited to accessing profiles of the users (“Users”) of the prefme™ application (“Application”), providing an Authorized Partner with a panel to upload, enter, modify and/or delete information about its services, products, photographs of the products, services and/or its properties, description of its products and/or services, terms and conditions (if any), interactions with Users through this Platform, transactions that may be implemented through this Platform, uploading User details or details of guests after obtaining their consent, use of the services, performance of the services and all other access in relation thereto (“Access”) shall be subject to the Partner Agreement and these terms and conditions (“Terms and Conditions”).

These Terms and Conditions, the Partner Agreement and the terms and conditions contained in the “Privacy Policy” available on this Platform, shall constitute an agreement between an Authorized Partner and the Company (“Agreement”) and govern the Authorized Partner’s Access of this Platform. By using this Platform, the Authorized Partner agrees to be bound by and comply with the terms and conditions of the Agreement, including specifically these Terms and Conditions contained herein. If an Authorized Partner is not agreeable to any of the terms and conditions of the Agreement, please do not use, access or view this Platform.

Authorized Access

Access of this Platform is available only to persons who are employees of the Authorized Partner and have been authorized by the Authorized Partner to Access this Platform. If you have not been authorized by the Authorized Partner, you are prohibited from accessing this Platform. If you access this Platform without the above authorization: (a) you shall be liable for any such unauthorized access, and you shall indemnify the Company for any and all losses, claims, damages, costs, etc. incurred by the Company in this regard; and (ii) the Company shall have the right to initiate appropriate legal action, both civil and criminal, against you, holding you liable for the costs and consequences thereof.

Partner Account

Each Authorized Partner is provided a unique prefme™ partner number (“Partner Number”) and password (“Password”) upon execution of the Partner Agreement (“Partner Account”). Viewing, using and/or accessing any part of the Platform including any Access can only be done by using the Partner Account. The Company strongly recommends that the Authorized Partner must keep its Partner Number and Password secure at all times and prevent any unauthorized access to the Platform. The Authorized Partner is responsible for any use or misuse of its Partner Account.

This Platform is not available to Authorized Partners whose accounts have been suspended or terminated by the Company for any reason whatsoever. Unless otherwise specified, the materials on this Platform are directed solely at Authorized Partners who access this Platform from India. Those Authorized Partners who choose to access this Platform from outside India are responsible for compliance with local laws if and to the extent local laws are applicable.

Credit Card / Debit Card/ Net banking Details

Please note that the net banking/ credit card/ debit card / e-wallet payment gateway is maintained, operated and processed by Razorpay or such other payment gateway as may be updated by Company from time to time. The Authorized Partner agrees and acknowledges that the Company bears no responsibility for payment made by credit card/ debit card/ net banking / e-wallet to pay the Platform Fee or any amounts through this Platform. The Company is not liable for any actions under this payment mechanism.

The Authorized Partner agrees, understands and confirms that the credit card / debit card/ net banking / e-wallet details provided by it for paying the Platform Fee or any other payments through this Platform shall be correct and accurate and it shall not use the credit card/ debit card/ net banking account/ e-wallet which is not lawfully owned by the Authorized Partner, i.e. in a credit card/ debit card/ net banking/ e-wallet transaction, the Authorized Partner must use its own credit card/ debit card/ net banking / e-wallet account. The Authorized Partner further agrees and undertakes to provide the correct and valid credit card/ debit card/ net banking account / e-wallet account details to the Company. The Authorized Partner’s credit card/ debit card / net banking account / e-wallet account details shall not be utilized and shared by the Company with any of the third parties except with the Company’s payment gateway partner and unless required for fraud verifications or by law, regulation or court order. The Company shall not be liable for any debit card/ credit card/ net banking / e-wallet fraud. The liability for use of a debit card/ credit card/ net banking / e-wallet fraudulently shall be on the Authorized Partner and the onus to “prove otherwise” shall be exclusively on the Authorized Partner.

Fraudulent / Declined Transactions

Without prejudice to the Company’s rights under law, the Company reserves the right to recover from the Authorized Partner, inter alia, the cost of services, goods, collection charges, lawyers’ fees and any other charges that are borne by or are likely to be borne by the Company due to the Authorized Partner’s use of a credit card/ debit card / net banking account / e-wallet, and/or this Platform fraudulently. In such an event, the Company reserves the right to initiate legal proceedings against the Authorized Partner for fraudulent use of this Platform and any other unlawful acts or acts or omissions in breach of the Agreement. The Authorized Partner hereby indemnifies the Company against any costs, damages, claims or other demands in relation to violation of any of its obligations under the Agreement.

Partner Undertakings

The Authorized Partner agrees that:

  • it shall provide true, accurate, current and complete information about its services, products, photographs of the products, services and/or its properties, description of its products and services, costs of its products and services (including applicable taxes), terms and conditions (if any), etc. listed by the Authorized Partner on this Platform (“Partner Information”). If the Authorized Partner provides any information that is untrue, inaccurate, incomplete, or not current or if the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or not in accordance with the Agreement, the Company has the right to indefinitely suspend or terminate such Partner’s Partner Account and refuse to provide such Partner with access to this Platform and/or cease to provide Access, without any further obligations under the Agreement or any other terms and conditions whether provided on this Platform or otherwise.

  • it shall only enter details of its guests or any User on this Platform after obtaining their prior consent.

  • it shall ensure that all Personal Information (as defined in the Privacy Policy) of its guests, the Users and other natural persons which it has access to or receives shall be handled in accordance with applicable laws and the Agreement including but not limited to the Authorized Partner not saving, not storing, not printing, not creating, not reproducing, not taking screenshots or in any manner not copying any such Personal Information. An Authorized Partner who is in breach of the foregoing shall be solely liable and shall indemnify the Company and its affiliates from and against all claims, actions, suits, losses, costs, etc. in this regard.

  • it understands that the Company has a right to charge a fee as mentioned in the Partner Agreement and/or the pricing section of the Partner’s panel on the Platform (“Platform Fee”) for providing Access, and the Company shall be entitled to deduct such Platform Fee from any payments due to the Partner.

  • it shall abide by the terms of the Partner Agreement and the other terms of the Agreement.

  • the products and services are with a level of quality, skill and care appropriate to that of an Authorized Partner experienced and qualified to provide such products and/or services and in all respects to the satisfaction of the Users and in accordance with best industry practices.

  • all services shall be performed by its employees possessing an appropriate level of skill for such service to be rendered.

  • all its products and services comply with applicable law.

  • it owns all right, title and interest in and to the Partner Information.

  • the Partner Information shall be original and shall be owned by the Authorized Partner or the Authorized Partner is authorized to list the same on this Platform.

  • it shall not infringe the Company’s or any third parties’ intellectual property rights in manner whatsoever.

  • it shall not download, take screenshots or photographs, print, save, store, or in any manner copy any pages of the Platform even if such page contains any Partner Information.

  • it authorizes the Company to access and use, partly or wholly, the Partner Information, as may be required from time to time, in relation to the Company fulfilling its continuing obligations to the Users and/or the Authorized Partners.

  • it shall be solely responsible to conduct a safety check on all products and services listed by it on this Platform and it shall be solely liable for any injury, sickness, death and claims that may arise from any of its products / services, and it shall indemnify the Company, its affiliates, and the Users from and against any and all claims, actions, suits, losses, costs, etc. in this regard.

  • it shall be solely responsible for any act done by its personnel and/or user.

Payments through the Application

Please note that any payments made by Users shall be made either by a net banking/ credit card/ debit card payment gateway is maintained, operated and processed by razorpay or any other payment gateway merchant that Company may opt for. The Authorized Partner agrees and acknowledges that the Company bears no responsibility for payments made or to be made by any User through this Platform. It is the sole responsibility of the Authorized Partner to collect any payments from the Users or in relation to any of the Authorized Partner’s products and/or services. The Company is not liable for any actions under this payment mechanism.

The Authorized Partner shall not collect any User’s net banking / credit card / debit card details through the Platform. The Authorized Partner shall be solely liable in the event of any fraud, theft, or any other offence is committed by any of its personnel using the Partner Account. Without prejudice to the Company’s rights under law, the Company reserves the right to recover from the Authorized Partner, inter alia, the cost of any damages, charges, lawyers’ fees and any other charges that are borne by or are likely to be borne by the Company due to any fraud, theft or other offence committed by any personnel using the Partner Account.

In the event that the Authorized Partner becomes aware of any User using a net banking account / credit card / debit card not owned by the User, it shall immediately report the matter to the concerned authorities. The Company shall not be liable for any such use by a User.

Pricing of Products and Services

The Authorized Partner is solely responsible to take due care to ensure accurate pricing for the products and/or services that it lists on this Platform. If a product or service is listed at an incorrect price or with incorrect information due to an error in pricing or service information, the Authorized Partner shall be responsible to the Users for any such errors.

In the event that a User has been overcharged for any product or service, the Authorized Partner shall refund such excess amount to the User. If the Authorized Partner has to cancel an order for a particular product or service after it has processed its payment, the said amount must be refunded to the concerned User by the Authorized Partner.

The Authorized Partner shall be solely responsible for payment of any taxes, levies, duties, cess and/or charges that may be applicable on its products and services. The Authorized Partner shall indemnify the Company from and against any claims, costs and/or losses in this regard.

Electronic Communications

When an Authorized Partner uses this Platform including the Access, or send e-mails to the Company, the Authorized Partner is communicating electronically with the Company. The Authorized Partner consents to receiving communications from the Company electronically. The Company will communicate with the Authorized Partner by e-mail or by posting notifications on this Platform. The Authorized Partner agrees that all agreements, notifications, notices, disclosures and other communications that the Company provides to the Authorized Partner electronically satisfy any legal requirement that such communications be in writing. The Authorized Partner agrees that it will update its e-mail address and other contact details regularly. If the Company is desirous of sending a communication by e-mail, it shall send it to the Authorized Partner’s e-mail address available on its records and it shall be deemed to have been received by the Authorized Partner once it is reflected as sent in the outbox of the Company’s relevant e-mail ID.

The Authorized Partner shall not use this Platform for any of the following purposes:

  • Disseminating any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material.

  • Transmitting material that encourages conduct that constitutes a criminal offence; results in civil liability or otherwise breaches any relevant laws, regulations or code of practice.

  • Gaining unauthorized access to other computer systems.

  • Interfering with any other person’s use or enjoyment of this Platform.

  • Breaching any applicable laws.

  • Copying, modifying, storing or torting any User’s data whether submitted through the Platform or to an Authorized Partner and uploaded by such Authorized Partner.

  • Interfering or disrupting networks or web sites connected to this Platform.

  • Reproducing or distributing content, accessing content for unlawful use and/or selling the acquired content. “Content” shall include any content acquired from this Platform, whether directly or through a link including intellectual property, whether protected under copyright, trademark or not, available and accessible on this Platform, and includes the Access offered on this Platform.

  • Making, transmitting or storing electronic copies of materials protected by copyright without the written permission of the Company.

  • Accessing or trying to access any account other than the Partner Account.

Third Party Content

The Authorized Partner agrees that partners of the Company will also display their own content such as any products and services’ description, pricing, photographs and other details displayed on this Platform by such partners (“Third Party Content”) or provided to the Company by such partners (“Third Party Content Owners”). The Authorized Partner acknowledges and agrees that all Third Party Content is that of third parties and the Company shall not be held liable for any wrong, incomplete or incorrect content. The Authorized Partner acknowledges and agrees that all names and logos associated with such Third Party Content are owned by the Third Party Content Owners. The Authorized Partner shall not copy or reproduce the Third Party Content in any manner whatsoever. The Authorized Partner agrees that the Company shall not be liable for any Third Party Content. Should the Authorized Partner have any grievance with respect to the Third Party Content including but not limited to such Third Party Content infringing any intellectual property rights, the Authorized Partner agrees that it shall take up the matter directly with such Third Party Content Owner.

Content

The descriptions, photographs and other details of the products and/or services provided by the Authorized Partner, and all interactions with Users, reviews, comments, feedback, suggestions, ideas, remarks, and other submissions disclosed, submitted or offered to the Company and/or to the Authorized Partner on or through this Platform, the Application or otherwise disclosed (including by way of an email) and any telephone conversations or conversations in person with the Company’s representatives, submitted or offered in connection with the Authorized Partner’s use of this Platform including but not limited to the Access and/or a User’s availing of a product and/or a service of the Authorized Partner (collectively, the “Content”) shall be and remain the Company’s property. Such disclosure, submission or offer of any Content shall constitute an assignment to the Company of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Content. Thus, the Company owns exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Content. The Company shall be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Content an Authorized Partner submits for any purpose whatsoever, without restriction and without compensating the Authorized Partner in any way. The Company is and shall be under no obligation: (1) to maintain any Content in confidence; (2) to pay the Authorized Partner any compensation for any Content; and/or (3) to respond to any Content. The Authorized Partner agrees that any Content submitted on this Platform or to the Company shall not violate the Agreement or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and shall not cause injury to any person or entity, including the Company. The Authorized Partner further agrees that no Content submitted by it to this Platform shall be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. The Company may not regularly review the Content but does reserve the right (but not the obligation) to monitor and edit or remove any Content. The Authorized Partner grants the Company the right to use its name, trademark and logo for promotional and marketing purposes. The Authorized Partner is and shall remain solely responsible for the content of any Content and the Authorized Partner agrees to indemnify the Company, its affiliates, Users, other partners and third parties, for all claims resulting from any Content provided by the Authorized Partner. The Company and its affiliates take no responsibility and assume no liability for any Content submitted by the Authorized Partner or any third party.

Copyright & Trademark


The Authorized Partner agrees and confirms that:

  • Unless otherwise expressly stated, copyright, database right and all other proprietary rights, title and interest in all material presented on this Platform (including but not limited to the Content, graphical images, text, video clips, reprographics, sounds, demos, patches and other files) (“IP”) is owned by or licensed to the Company and/or its affiliates and is protected or covered by copyright, trade mark, intellectual property law and/or other proprietary rights.

  • The Authorized Partner shall not display, print or download extracts from this Platform, whether for its personal or non-personal use, and the Authorized Partner shall not commercialise any IP in any way.

  • The Authorized Partner shall not (whether directly or indirectly including through the use of any program) create a database in an electronic or other form by downloading and storing all or any part of the pages from this Platform.

  • Unless with the Company’s prior written permission, no part of this Platform shall be reproduced or transmitted to or stored in any other website, nor shall any of its pages or part thereof be disseminated in any electronic or non-electronic form.

  • Nothing on this Platform or the Authorized Partner’s use of the Access shall be construed as conferring on the Authorized Partner or any party, any licence or other rights under the intellectual property or other proprietary rights of the Company, its affiliates or any third party, whether implied or otherwise.

  • The Company bears no responsibility for claims relating to infringement of any intellectual property rights in relation to the Access and/or their content.

Objectionable Material

The Authorized Partner agrees to use this Platform and Access at its sole risk and that to the fullest extent permitted under applicable law, the Company shall have no liability to the Authorized Partner for any Access that may be deemed offensive, indecent, or objectionable to the Authorized Partner and/or its personnel.

Indemnity

By accessing this Platform, the Authorized Partner agrees to defend, indemnify and hold harmless the Company, its licensors, users, employees, directors, officers, agents and successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney’s fees, caused by or arising out of claims based upon the Authorized Partner’s actions or inactions, which may result in any loss or liability to the Company or any third party including but not limited to breach of any warranties, representations or undertakings or in relation to the non- fulfillment of any of the Authorized Partner’s obligations under the Agreement or arising out of your violation of any applicable laws, regulations including but not limited to intellectual property rights, claim of libel, defamation, violation of rights of privacy or publicity, delay, misrepresentation or misinformation, loss of access by other users of this Platform or infringement of intellectual property or other rights. This clause shall survive the expiry or termination of the Agreement.

Termination

The Company may, at its sole discretion, terminate the Authorized Partner’s registration or restrict the Authorized Partner’s access to certain parts of this Platform, if there is an indication that the Authorized Partner has breached the Agreement or if the Authorized Partner has not paid the fees to the Company as stated in the Partner Agreement. Such termination shall be without any liability to the Company. Upon any termination / expiry of the Agreement, the Authorized Partner shall cease to access this Platform and must promptly destroy all materials obtained from this Platform or from the Company and/or Users, including but not limited to emails and other communications, as well as all copies of such materials, whether made under the Agreement or otherwise. The Company’s right to any Content and/or Partner Information shall survive any termination of the Agreement.

Consequent to termination, the Authorized Partner shall not contact any User using any information obtained from the Access unless otherwise agreed or permitted by the Company in writing.

Limitation of Liability and Disclaimers

This Platform is provided without any warranties or guarantees and in an “As Is” condition. The Authorized Partner must bear the risks associated with the use of this Platform and Access.

The Company shall not be responsible in any manner whatsoever for: (1) any damage caused to the property and/or personnel of the Authorized Partner by the Users and/or any other persons; and (2) any technical problems that the Authorized Partner may experience with this Platform and Access. The Authorized Partner shall be liable for following all applicable laws and regulations in its jurisdiction with respect to the Users and their guests, such as checking and making a copy of a valid governmental identity proof or passport and visa, etc. The Authorized Partner agrees that it shall conduct its own due diligence prior to permitting any User and/or other persons from using any of its products and/or services mentioned on this Platform and the Authorized Partner shall not hold the Company, its affiliates, employees, consultants, and any other persons / entities associated with the Company and / or this Platform liable for any reason whatsoever. This disclaimer constitutes an essential part of the Agreement.

To the fullest extent permitted under applicable law, the Company shall not be liable for any direct, indirect, incidental, special, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with this Platform, the Access or the Agreement. Without prejudice to the generality of the foregoing, the total liability of the Company to the Authorized Partner for all liabilities arising out of the Agreement be it in tort or contract is limited to Rs. 1,000/- (Rupees One Thousand Only).

Platform Security

The Authorized Partner is prohibited from violating or attempting to violate the security of this Platform, including, without limitation, (a) accessing data not intended for the Authorized Partner or logging onto a server or an account which the Authorized Partner is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to this Platform, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. The Authorized Partner agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Platform or any activity being conducted on this Platform. The Authorized Partner agrees, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Platform other than the search engine and search agents available from the Company on this Platform and other than generally available third party web browsers (e.g. Microsoft Explorer).

Entire Agreement

If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, the Agreement constitutes the entire agreement between the Authorized Partner and the Company with respect to this Platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Authorized Partner and the Company with respect to this Platform. The Company’s failure to act with respect to a breach by the Authorized Partner or others does not waive its right to act with respect to subsequent or similar breaches.

Modification of the Agreement

The Company may at any time modify the terms and conditions of these Terms and Conditions, and Privacy Policy, without any prior notification to the Authorized Partner. The Authorized Partner can access the latest version of these Terms and Conditions, and Privacy Policy, at any given time on this Platform address www.prefme.com/partner. The Authorized Partner should regularly review these Terms and Conditions, and Privacy Policy, on this Platform. In the event the modified terms and conditions of these Terms and Conditions, and/or Privacy Policy, are not acceptable to the Authorized Partner, the Authorized Partner should discontinue using this Platform. However, if the Authorized Partner continues to use and/or access this Platform, the Authorized Partner shall be deemed to have agreed to accept and abide by the modified Terms and Conditions, and Privacy Policy.

Governing Law and Jurisdiction

The Agreement shall be construed in accordance with the applicable laws of India. The Courts at Indore, India shall have sole and exclusive jurisdiction in any proceedings arising out of the Agreement.

Any dispute or difference either in interpretation or otherwise, of any terms of the Agreement, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The number of arbitrators shall be three (3): one (1) each nominated by the Authorized Partner and the Company and the third arbitrator chosen by the two (2) arbitrators so nominated. The above arbitration shall be conducted in English and the arbitration shall be held in Indore, India.

Order of Priority

If there is any conflict between these Terms and Conditions and the Privacy Policy, the provisions of these Terms and Conditions shall prevail, and in the event there is any conflict between these the Partner Agreement and these Terms and Conditions and/or the Privacy Policy, the provisions of the Partner Agreement shall prevail.

Personal Data

The Privacy Policy and additional provisions in these Terms and Conditions govern the use of personal data.