TERMS AND CONDITIONS
ALL These Terms and conditions of Use (/Terms/) govern the access or use by you, an individual, from within India of applications, websites, content, products, and services (the /Services/) made available by BlackPanda services , having its registered office at 601 sco 18 ferozegandhi market Ludhiana Punjab india.
Before accessing or using the services PLEASE READ THESE TERMS and CONDITONS
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Black Panda. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior written agreements with you.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
BLACK PANDA SERVICES
BlackPanda will provide the Services to you under this Agreement. The Services constitute the provision of a technology platform that enablesyou, as an independent third party provider (/ Service Partner/) access to and use of BlackPanda's mobile applications or websites (each, an /Application/; collectively /BP Platform/) to: (a) arrange and schedule delivery of services with end-users of those services, who have an agreement with BlackPanda or its affiliates (/Users/); (b) determine the amount to be paid by the Users to you for the services provided by you; (c) determine the maximum and efficient utilisation of your time while using the Services; (d) take measures to maximise your earning potential through use of the Services; and (e) facilitate receipt of payments from Users for services offered by you via the BP Platform and generation of receipts for those payments.
By creating an Account, you agree that the Services may send you text messages as part of the normal business operation of your use of the Services. You consent to receiving such text messages and acknowledge that any steps taken by you to not receive such text messages will affect your use of the Services.
All the Services are made available solely for your commercial use, unless Black Panda has agreed with you otherwise in a separate agreement. You acknowledge that there is no contract of employment between yourself and Black Panda and that you will provide your services as an independent contractor. Further, no agency, partnership or joint venture is created as a result of these Terms or your provision of services to Users. You will not seek and Black Panda will not provide any supervision, directions or control over the individual services that you offer to Users. You will obtain and possess at your own cost and at all times, while accessing and using the Services, the necessary approvals/licenses/tax registrations required to offer your services to Users. You have no authority to bind Black Panda in any respect. You further acknowledge that Black Panda does not provide any of the services that you offer to Users via the BP Platform and that Black Panda does not function as a provider of the particular services that you are offering to Users via the BP Platform. Black Panda only seeks to provide the BP Platform wherein you and Users can be brought together and has no role in the execution or provision of the services you provide to Users. You are solely responsible for the services that you provide to the Users.Black Panda accepts liability for the Services and Application that it provides to you subject to these Terms.
Subject to your compliance with these Terms, Black Panda grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your commercial use. Any rights not expressly granted herein are reserved by Black Panda and Black Panda's licensors.
You may not: (i) remove any copyright, trade mark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, licence, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Black Panda; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Your Use of the Services
You must be at least 18 years of age, to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to Black Panda certain personal information, such as your name, address, mobile phone number and age, as well as valid government issued identification and trade licences (if applicable),government approvals allowing you to offer your services, and/or requisite tax registrations. You agree to maintain accurate, complete, and up-to-date information in your Account at all times and you acknowledge that failure to do so shall result in your access to the Services being suspended without notice to you.
No person other than yourself has the right to access your account. You agree and acknowledge that you will not allow any other person to access and use your account and that you will not share your login credentials (i.e. your user name and password) with any other person. If it is reasonably suspected by Black Panda that you have shared your login credentials or allowed a person other than yourself to access and use your Account, your access to the Account will be suspended without notice to you. In cases where it is established that you have allowed a person other than yourself to access and use your Account, these Terms will stand terminated and your access to the Services will be permanently revoked without notice to you.
You may only possess one Account. If it is found that you possess multiple Accounts on the BP Platform, your access to all Accounts on the BP Platform will be permanently revoked without notice.
You hereby expressly acknowledge and agree that you and not Black Panda will be liable for your losses and damages (whether direct or indirect) caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Black Panda or others due to such unauthorised use.
You acknowledge that your continued use of the Services is subject to you maintaining a minimum ratings threshold. The ratings threshold for your particular category and your particular city will be communicated to you either through the Black Panda Platform or via text message or by an Blac kPanda employee in your city. If your ratings fall below the minimum threshold your access to the BP platform will be temporarily blocked. In the event your ratings fall below the prescribed threshold and your access to the Services is temporarily blocked, you will be required to attend a training session to reactivate your access to the Services.
You are required to pay a fee (/Lead Fee/) to Black Panda in order to be able to accept requests made by Users (/Leads /) for your services. The details required to connect with a User will only be communicated to you after the Lead Fee is paid to Black Panda. The quantum of the Lead Fee will be based on the aggregate value of the Lead. Lead Fee may be charged as a percentage of the aggregate value of Lead or as a fixed sum. The quantum of the Lead Fee for the particular services offered by you to the User will be communicated to you from time to time or before the communication of a Lead.
Further, to be able provide a lower Lead Fee to you, and to be able to provide you with adequate Leads, Black Panda will provide you with a calendar on the BP Platform. You will be required to indicate your proposed availability during a given calendar month on the calendar provided via the BP Platform. This will enable Black Panda to determine the most efficient manner in which to send Leads to you.
If a User cancels a request for your services after acceptance of the said request by you and payment of the Lead Fee, the Lead Fee will be refunded to you. The Lead Fee may also be refunded to you in cases where the User is not available at the location at or the time for, which the service request is placed.
If you cancel a request placed by a User after accepting such a request, Black Panda shall be at liberty to determine whether or not to refund the Lead Fee to you. You agree that in cases where Black Panda determines that the Lead Fee is not required to be refunded to you due to your cancellation of an accepted request placed by a User, you will relinquish the right to make any claims for refund of the Lead Fee.
Minimum wallet balance
You will, at all times, be required to maintain a minimum wallet balance (/BP Credits/) in your Account to be able to accept service requests placed by Users via the BP Platform. You may further use BP Credits to purchase Leads, goods and service offered by Black Panda to you from time to time. You agree and acknowledge that your use of the Services may be affected if you do not have the requisite BP Credits in your Account. BP Credits will be credited to your Account against payment being made by you to obtain the BP Credits.
To ensure maintenance of the deposit (as mentioned in the preceding paragraph) you acknowledge and authorize Black Panda to deduct certain amounts from the payments made by the Users to you. The deductions in this regard will be subject to a maximum of INR 10,000 (Rupees Ten Thousand).
To facilitate the payment by the User through the BP Platform, you will be charged a transaction fee by Black Panda. All payments made by Users will be made to you net of the said transaction fee.
After you have delivered your services to the Users through your use of the Service, Black Panda will facilitate the payment of the applicable amount to be paid by the User to you as your limited payment collection agent. Payment of the amount payable by the User in such manner shall be considered the same as payment made directly by the User to you. Such payments will be inclusive of applicable taxes where required by law. Amounts paid by the User to you are final and non-refundable, unless otherwise determined by Black Panda.
You retain the right to receive a lower amount as final payment towards the delivery of services by you to a User. Black Panda will respond accordingly to any request from you to modify the amount to be paid by a User for a particular service delivered by you to the said User.
You agree and acknowledge that the amount to be paid by a User for the services offered by you may vary based on geographical areas, population density, time periods, demand, weather and traffic conditions, local or national holidays, particular days of the week and other factors that might be determined by Black Panda from time to time.
This payment structure and determination of the amounts to be paid by the Users to you is intended to fully compensate you for the services provided by you to the User.Black Panda does not designate any portion of the payment received by you as a tip or gratuity from the User. Any representation by Black Panda on the Black Panda Platform to the effect that tipping is /voluntary,/ /not required,/ and/or /included/ in the payments made for services provided is not intended to suggest that Black Panda provides any additional amounts, beyond those described above. You understand and agree that, while Users are free to provide additional payment as a gratuity to you, the Users are under no obligation to do so. Gratuities are voluntary.
Black Panda will, on your behalf, generate an invoice for the services provided by you to the User. The invoice will be raised in your name and sent to the User via the BP Platform and/or any other mode of communication
Content policy service provider
Black Panda may, in Black Panda's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Black Panda through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (/Service Partner Content/). Any Service Partner Content provided by you remains your property. However, by providing Service Partner Content to Black Panda, you grant Black Panda a worldwide, perpetual, irrevocable, transferable, royalty-free licence, with the right to sublicence, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Service Partner Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Black Panda's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all Service Partner Content or you have all rights, licences, consents and releases necessary to grant Black Panda the licence to the Service Partner Content as set forth above; and (ii) neither the Service Partner Content nor your submission, uploading, publishing or otherwise making available of such Service Partner Content nor Black Panda's use of the Service Partner Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide Service Partner Content that is defamatory, libelous, hateful, racist, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Black Panda in its sole discretion, whether or not such material may be protected by law. Black Panda may, but shall not be obligated to, review, monitor, or remove Service Partner Content, at Black Panda's sole discretion and at any time and for any reason, without notice to you.
Accessing network and devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Black Panda does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You understand that Black Panda is acting solely as an intermediary for the collection of payments and fees between Users and you. State and local tax laws vary significantly by locality and you, therefore, understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors. Black Panda cannot and does not offer tax advice to you. Further, you understand that BlackPanda shall not be responsible or liable in any manner in relation to tax liability that you may incur. In case of unregistered Housekeeping services ('HK services'), Black Panda shall pay taxes under Section 9(5) of Central Goods and Services Tax Act, 2017, on your behalf. Additionally, any other applicable taxes (whether direct or indirect) that are liable to be deducted on your behalf will be done so by Black Panda and the payment due to you from the Users will be net of such deductions towards applicable taxes.
BlackPanda prohibits discrimination against other service providers or users based on race, religion, caste, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable law. Such discrimination includes, but is not limited to, any your refusal to provide services based on any of these characteristics. If it is found that you have violated this prohibition you will lose access to the Black Panda platform. Applicable laws in certain jurisdictions may require and/or allow the provision of services by and for the benefit of a specific category of persons. In such jurisdictions, services provided in compliance with these laws and the relevant applicable terms are permissible.
Termination and suspension
Black Panda may restrict you from accessing or using the Services, or any part of them, immediately, without notice, in circumstances where Black Panda reasonably suspects that:
you have, or are likely to, breach these Terms; and/or you do not, or are likely not to, qualify, under applicable law or the standards and policies of Black Panda and its affiliates, to access and use the Services. Black Panda may terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof: immediately, where Black Panda reasonably suspects that: you have, or are likely to, materially breach these Terms; and/or you do not, or are likely not to, qualify, under applicable law or the standards and policies of Black Panda and its affiliates, to access and use the Services; or where Black Panda, acting reasonably, terminates these Terms or any Services for any legitimate business, legal or regulatory reason.
You may terminate these Terms at any time, for any reason by informing Black Panda either in writing or by visiting Black Panda's local city office of your decision to terminate.
Effect of Termination
Upon termination of these Terms, your right to participate in the BP Platform, including, but not limited to, your right to offer or purchase services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. In the event of termination, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Black Panda system.
Upon termination, the following shall occur: all licences granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Black Panda data, Marks and other content in your possession or control. You further acknowledge and agree that Black Panda shall not be liable to you or any third party for any termination of your access to the BP Platform. Upon termination, Black Panda retains the right to use any data collected from your use of the BP Platform for internal analysis and archival purposes, and all related licenses you have granted Black Panda hereunder shall remain in effect for the foregoing purpose. In no event is Black Panda obligated to return any Service Partner Content to you.
Any term which by its nature is intended to survive expiration or termination of these Terms shall survive expiration or termination of these Terms.
Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED /AS IS/ AND /AS AVAILABLE./ TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKPANDA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, AND MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BLACK PANDA DOES NOT GUARANTEE YOUR SAFETY WHILE DELIVERING SERVICE REQUESTS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Black Panda does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between Black Panda and you by law. However, where such statutory provisions apply, to the extent to which BlackPanda is entitled to do so, Black Panda's liability will be limited at its option to:
(a) in the case of a supply of goods:
(i) the replacement of the goods or supply of equivalent goods;
(ii) the payment of the cost of replacing the goods or acquiring equivalent goods;
(iii) the payment of the cost of having the goods repaired; or
(iv) the repair of the goods; and
(b) in the case of services:
(i) the supply of the services again; or
(ii) the payment of the cost of having the services supplied again.
BLACK PANDA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF BLACKPANDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLACKPANDA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY USER, EVEN IF BLACKPANDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLACKPANDA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND BLACKPANDA'S REASONABLE CONTROL. IN NO EVENT SHALL BLACKPANDA'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED RS.10,000.00 (RUPEES TEN THOUSAND).
BLACKPANDA WILL MAINTAIN A COMPLAINTS MANAGEMENT FRAMEWORK, AND WILL MANAGE THIS FRAMEWORK ON YOUR BEHALF, IN A REASONABLE WAY AND IN ACCORDANCE WITH APPLICABLE LAW.
You agree to indemnify and hold Black Panda and its affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Black Panda's use of your User Content; or (iv) your violation of the rights of any third party, including Users (/Losses/).
Your liability under this clause shall be reduced proportionately if, and to the extent that, Black Panda directly caused or contributed to any such Losses.
There are a number of mechanisms available to you to resolve any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any / Dispute/). Black Panda or its affiliate operates a complaints process to allow you to make complaints about Black Panda or Users, and Black Panda or its affiliate also manages refunds to you in relation to those complaints. Black Panda or its affiliate will operate this complaints process in a reasonable manner.
To raise a dispute you may first contact an Black Panda employee at your local city office. Alternatively you may also raise your Dispute through the helpline (/Partner Helpline/) provided for the recording and resolution of Disputes.
Disputes may also be raised during focus group discussions that are regularly organised in the cities in which Black Panda operates.
You may use any of the above mechanisms to raise a Dispute to challenge or appeal against any decision that has been taken, with regard to your access to or use of the Services, by Black Panda.
In the unlikely event that a Dispute raised by you is not resolved and you, these Terms shall be exclusively governed by and construed in accordance with the laws in force in India. In the event of an unresolved Dispute, the parties shall first attempt to amicably settle the dispute through Mediation. If the dispute between the Parties cannot be resolved through Mediation within a period of 45 days from the reference of the dispute to Mediation, the Parties may pursue final and binding arbitration or other alternative dispute resolution as agreed upon by the parties. Arbitration will be in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time) and the arbitral tribunal will consist of three arbitrators - one each to be nominated by the parties and the third to be appointed on mutual agreement between the two arbitrators nominated by the parties. The seat and venue of the Arbitration shall be the city in which the dispute arises.
Any proceedings, including documents and briefs submitted by the parties, correspondence from a mediator, and correspondence, order and awards issued by an arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation set out in these Terms.
You can purchase Black Panda Brand Collateral from Black Panda. While it is not mandatory to do so, to promote trust and safety with Users it is advisable to purchase and use Black Panda Brand Collateral while using the Services and fulfilling service requests placed by Users.
Before gaining access to the Services and being allowed to receive Leads you are required to attend an Orientation program at your local Black Panda office. The purpose of the Orientation is to enable you to understand how the BP Platform works and to ways and means to maximise your earning potential on the BP Platform
Use of recommended products
Black Panda will recommend certain products that need to be used by you to deliver services to the Users. This is to ensure your safety as well as that of the Users. Any deviation from the recommended list of products will entitle Black Panda to take appropriate measures against you, including but not limited to reduction of credits from your Account, increase of Lead Price and any other measures that Black Panda acting reasonably deems fit and in the interest of maintaining the integrity of its business and the BP Platform.
You may not assign or transfer these Terms in whole or in part without Black Panda's prior written approval (which will not be unreasonably withheld). You give your approval to Black Panda for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Black Panda's equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Black Panda or any User as a result of the contract between you and Black Panda or use of the Services.
If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms, including any incorporated policies, constitute the entire written agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous written agreements or undertakings regarding such subject matter.
In these Terms, the words /including/ and /include/ mean /including, but not limited to.