VISTI AUTO REPAIR SOLUTIONS PRIVATE LIMITED.

Garage / service center Terms of Use

This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.visti.in website and ‘Visti’ application for mobile and handheld devices.

I. These terms of use (the “Terms of Use”) govern your use of our website www.visti.com (the “Website”) and our ‘Visti’ application for mobile and handheld devices (the “App”). The Website and the App are jointly referred to as the “Platform”. Please read these Terms of Use carefully before you use the services. If you do not agree to these Terms of Use, you may not use the services on the Platform and we request you to uninstall the App. By installing, downloading or even merely using the Platform, you shall be contracting with Visti and you signify your acceptance to the Terms of Use and other Visti policies (including but not limited to the Privacy Policy being incorporated by reference herein) which take effect on the date on which you download, install or use the Services, and create legally binding arrangements to abide by the same.

II. The Platform is owned and operated by Visti Auto Repair Solutions Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at No.365,8th Cross, 2nd Main Road, MS Badavane, Laggere, Bengaluru (Bangalore) Urban, Karnataka-560058. For the purpose of these Terms of Use, wherever the context so requires “you” or “user” shall mean any natural or legal person who has agreed to become a garage / service center on the Platform by providing registration data while registering on the Platform as a registered partner using the computer systems. The term “Visti”, “we”, “us” or “our” shall mean Visti Auto Repair Solutions Private Limited.

III. Visti enables transactions between participant garages/service centres (you) dealing in repair technology and solutions, and customers (“Platform Services”). The customers (“Customer/s”) can choose and place orders (“Orders”) from various services listed and offered by various neighbourhood garage / service centers like you, including but not limited to the garages/service centres dealing with repair and service of automobiles (“Garage / service center/s”) on the Platform and Visti enables providing of such services for such Orders at select localities of serviceable cities across India. The Platform Services and Delivery Services are collectively referred to as “Services”.

IV. This Terms of Use are subject to modifications, and visti reserves the right to alter or change the Terms of Use and other Visti policies at any point of time by posting appropriate changes on the Platform and you shall be liable to update yourself of such changes, if any, by accessing the changes on the Platform. You shall, at all times, be responsible for regularly reviewing the Terms of Use and other Visti policies and note the changes made on the Platform. Your continued usage of the Services after any change is posted constitutes your acceptance of the amended Terms of Use and other Visti policies.

V. Use of Platform and Services

1. All commercial/contractual terms are offered by you and agreed to by the Customers alone. The commercial/contractual terms include without limitation price, applicable taxes, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. Visti does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Customers and Garage / service centers.

2. Visti does not make any representation or warranty as to the product or machinery or service specifics (such as legal title, creditworthiness, identity, etc.) of any of its users.

3. Visti is not responsible for any non-performance or breach of any contract entered into between Customers and Garage / service centers on the Platform. Visti cannot and does not guarantee that the concerned Customers and/or Garage / service center will perform any transaction concluded on the Platform. Visti is not responsible for unsatisfactory or non-performance of services or damages or delays as a result of undue circumstances, products required for services which are out of stock, unavailable or back ordered.

4. Visti is operating an online marketplace and assumes the role of facilitator, and does not at any point of time during any transaction between Customer and Garage / service center on the Platform come into or take possession of any of the services offered by Garage / service center unless if so required and is authorised by the customer. At no time shall Visti hold any right, title or interest over the services nor shall Visti have any obligations or liabilities in respect of such contract entered into between Garage / service center and Customer.

5. Visti is only providing a platform for communication and it is agreed that the contract for providing any of the services shall be a strictly bipartite contract between the Garage / service center and the Customer. In case of complaints from the Customer pertaining to service effectiveness, quality, or any other such issues, Visti shall notify the same to Garage / service center and shall also redirect the customer to the call center of the Garage / service center. Garage / service center shall alone be liable for redressing and bound to take action on the complaints by the customer. Visti has right to share the relevant information including the Garage / service center details with the customer to enable satisfactory resolution of the complaint. Visti shall in the interest of satisfactory resolution of the Complaint, share with the Customer, relevant information pertaining to the Order along with Garage / service center details.

6. Please note that there could be risks in dealing with underage persons or people acting under false pretence.

7. You agree, undertake and confirm that your use of Platform shall be strictly governed by the following binding principles:

7.1 You shall not host, display, upload, download, modify, publish, transmit, update or share any information which:

(i) belongs to another person and which you do not have any right to;

(ii) is grossly harmful, harassing, serendipitous, defamatory, obscene, pornographic, paedophilic, libellous, slanderous, criminally inciting or invasive of another’s privacy, hateful, or racially, ethnically objectionable, derogatory, relating or encouraging money gambling, or unlawful in any manner whatsoever; or unlawfully threatening or harassing women;

(iii) is misleading or misrepresentative in any manner;

(iv) is patently offensive to the online community, such as sexually explicit content, paedophilic, content that promotes obscenity, racism, bigotry, hatred or physical harm of any kind against any group or individual;

(v) harasses or advocates harassment of another person;

(vi) involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;

(vii) promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory;

(viii) infringes or violates any third party’s rights;

(ix) promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information, or providing pirated links to pirated files;

(x) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

(xi) provides material that exploits people in a sexual, violent or inappropriate manner or solicits personal information from anyone;

(xii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

(xiii) contains video, photographs, or images of another person (with a minor or an adult);

(xiv) tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;

(xv) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of products related to the Platform. Throughout this Terms of Use, Visti’s prior written consent means a communication coming from Visti’s Legal Department, specifically in response to your request, and expressly addressing and allowing the activity or conduct for which you seek authorization;

(xvi) interferes with another user’s use and enjoyment of the Platform;

(xvii) refers to any website or URL that, in our sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms of Use;

(xviii) harm minors in any way;

(xix) infringes any patent, trademark, copyright or other intellectual property rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;

(xx) violates any law for the time being in force;

(xxi) deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is offensive or threatening in nature;

(xxii) impersonate another person;

(xxiii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any computer viruses, worms, trojan horses, time bomb or any such malware or other computer programming routines that may damage, harmfully interfere with, diminish value of, covertly intercept or expropriate any system, data or personal information;

(xxiv) threatens the interests or security of India, friendly relations with its foreign states, or public order or causes incitement to the commission of any criminal offence or prevents investigation of any offence or is insulting any other nation;

(xxv) is false, inaccurate or misleading;

(xxvi) creates liability for us or causes us to lose (in whole or in part) the services of our internet service provider or other suppliers; or

(xxvii) directly or indirectly, offers or attempts to offer, trades or attempts to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

7.2. You shall not copy or monitor any portion of the Platform or any Content by any means, reproduce the navigational structure or presentation of the Platform or any Content, to obtain any materials, documents or information through any means not purposely made available through the Platform. We reserve our right to prohibit any such activity.

7.3. You shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by any illegitimate means.

7.4. You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace any information on any other user of or visitor to Platform, or any other Customer, including any account on the Platform not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Platform.

7.5. You shall not make any negative, denigrating or defamatory statement(s) or comment(s) about us or the brand name or domain name used by us including the name ‘Visti’, or engage in any conduct or action that might tarnish the image or reputation, of Visti or users on platform or otherwise tarnish or dilute any of Visti’s trade or service marks, trade name and/or goodwill associated with such trade or service marks, as may be owned or used by us. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Visti’s systems or networks, or any systems or networks connected to Visti.

7.6. You agree not to use any device, software or routine to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform.

7.7. You may not manipulate identifiers in order to disguise the origin of any message or transmittal you send to us on or through the Platform or any service offered on or through the Platform. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

7.8. You may not use the Platform or any content on the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to promote or instigate the performance of any illegal activity or other activity infringing the rights of Visti and/or others.

7.9. You shall at all times ensure full compliance with the applicable provisions, as amended from time to time, of the (a) Information Technology Act, 2000 and the rules thereunder; (b)Motor Vehicles Act and the rules and regulations thereunder; (d) all applicable domestic laws, rules and regulations (including the provisions of any applicable exchange control laws or regulations in force); and (e) international laws, foreign exchange laws, statutes, ordinances and regulations (including, but not limited to good and service tax and/or any other taxes, custom duty, local levies), as may be applicable, regarding your use of our service and your listing, servicing, solicitation of offers to service, and providing of services. You shall not engage in any transaction in a service, which is prohibited by the provisions of any applicable law for the time being in force.

7.10. You shall be solely responsible for ensuring taxes are charged in accordance with applicable laws under a valid invoice. Any liability or claim that may arise in this respect shall be wholly borne by you. Visti expressly disclaims any liability in this regard.

presence of such advertisers on the Platform. 7.11. In order to allow us to use the information supplied by you, without violating your rights or any laws, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tier) right to exercise the copyright, publicity, database rights or any other rights you have in your information, in any media now known or not currently known, with respect to your Information. We will only use your information in accordance with the Terms of Use and Privacy Policy applicable to use of the Platform.

7.12. From time to time, you shall be responsible for providing information relating to the services proposed to be provided by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate the attributes of such services so as to mislead other users in any manner.

7.13. You shall not engage in advertising to, or solicitation of, other users of the Platform to provide or diminish any services, including, but not limited to, products or services related to that being displayed on the Platform or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other users via the Platform. It shall be a violation of these Terms of Use to use any information obtained from the Platform in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than us without our prior explicit consent. In order to protect our users from such advertising or solicitation, we reserve the right to restrict the number of messages or emails which a user may send to other users in any 24-hour period which we deem appropriate in its sole discretion. You understand that we have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Platform) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena. In addition, (a) we can (and you hereby expressly authorize us to) disclose any information about you to law enforcement or other government officials, as we, in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury, and (b) we can (and you hereby expressly authorize us to) disclose any information about your transactions effected on the Platform to the state government and/or the central government authorities, including direct and indirect tax or any appropriate authority and their officials, as we, in our sole discretion, believe necessary or appropriate.

7.14. We reserve the right, but have no obligation, to monitor the materials posted on the Platform. Visti shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE PLATFORM AND IN YOUR PRIVATE MESSAGES. Please be advised that such Content posted does not necessarily reflect Visti views. In no event shall Visti assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Platform. You hereby represent and warrant that you have all necessary rights in and to all Content which you provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

7.15. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and providing of related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Visti shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the

7.16. We do not approve of any unauthorized use of your personal information or your content on the platform by any other users (including hackers and unauthorised users), but by using the Platform you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on the Platform. Please carefully select the type of information that you publicly disclose or share with others on the Platform.

7.17. Visti shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through group/s of people, intentionally or unintentionally in DDoS (Distributed Denial of Services), hacking, or any such attempts without our prior consent or a mutual legal agreement.

VI. Terms and Conditions of Service

1. Visti shall perform Platform Services on best effort basis and as agreed with no liability. Visti provides no assurance that any Customer will place Orders against the respective Garage / service center/s. The Garage / service center shall be solely responsible for display of the name of the garages/service centres and images of the services/products, which shall be listed for the Customers to choose from.

2. Visti shall perform vehicle delivery Services on best efforts basis at all time, and at liberty to choose from the means for the pick-up and delivery of the vehicles placed by customers at its sole discretion.

3. Visti shall determine to provide the aforesaid services within the areas as it deem fit. Visti reserves the right to add or remove areas to improve its Services. Visti shall provide the aforesaid Services within 10 Kilometres radius (approximately) or within such area as may be decided by Visti in its sole discretion, from the location of Garage / service center in the territory, subsequent to which other areas may be added subject to revised terms, if any. Garage / service center shall be solely responsible to reimburse and/or absolve the cost of services for which Customers have either refused to pay for or have claimed a refund for reasons that are solely attributed to Garage / service center (“Disputed Services”), including but not limited to,

(i) Customer’s expectations not being met or Customer dissatisfaction with regard to the effectiveness or quality of service provided by the Garage / service center;

(ii) Wrong or substitute services provided;

(iii) Poor mechanism or service; and

(v) Foreign service in the order.

4. Visti shall also provide such other services to the Garage / service center which shall include but not limited to, Services provided by Visti’s ‘Order Management Team’ by placing Orders on behalf of Customer/s with the Garage / service center through phone calls (the “Call Center Service”) defined under Clause VI (8)(xiii)(a).

5. The Garage / service center shall be solely responsible for reviewing information on the Platform and shall ensure that all information showcased / advertised are up to date and in accordance with applicable law. The Garage / service center shall update all such information and inform Visti about the same in accordance with these Terms of Use. Visti shall not be liable or responsible in any way for any change in services provided by the Garage / service center.

6. The Garage / service center shall be solely responsible for any warrantee/guarantee of the products or machineries or services provided to the Customers and in no event, shall it be the responsibility of Visti.

7. It is clarified that Visti shall facilitate but do not and shall not verify the content shared by the Garage / service center for displaying.

8. The Garage / service center represents, warrants and covenants that:

(i) it shall at all times offer, provide service and repair that is of best quality and satisfaction;

(ii) it shall provide, at all times during the availing of Services, all licenses and/or consents necessary under all applicable statutes and regulations for it to carry out its business and the details of its License and a clear and legible image of the same shall be displayed on the Platform;

(iii) it shall at all times, ensure that the services and repairs, provided by the Garage / service center to the Customers through Visti’s Platform, satisfy the requirement of the order;

(iv) it shall at all times comply with fair trade practices, and such other practices as may be applicable to its business;

(v) it has full power and capacity to enter into and perform its obligations under this Terms of Use and has taken all necessary corporate and other actions to authorise the execution and performance thereof, mere use of the Platform and Services will constitute valid and binding obligations on and against it, in accordance with its terms;

(vi) it is the sole author of, owns or otherwise controls all content provided to Visti, or has been granted the right to use such content / information (including list of services) from the rights holder and does not violate or infringe the rights of any third party or applicable laws;

(vii) all information provided by the Garage / service center to Visti, including all information contained in the Garage / service center’s list of serivces, service offerings, inclusions and exclusions is and shall at all times be true, accurate and correct and not misleading in any respect;

(viii) it shall be solely liable for the quality of all its products or machineries used, including all services and repairs or modifications of the same, and shall at all times be in compliance with applicable laws;

(ix) it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Prevention of Corruption, Act 1988;

(x) it shall adhere to and comply with delivery schedules and timelines that has been represented for services on the Platform;

(xi) it shall not use alternate means (including but not limited to phone/emails/SMS) to connect with the Customer using the Platform, to take Orders and thereby circumventing the Platform transaction;

(xii) it shall ensure, at all time, its Personnel, its employees and representatives (Garage / service center Personnel) behave in a respectable and courteous manner with pick-up and delivery partners, Visti representatives and as well as with the Customers. Garage / service center Personnel shall not be rude, behave discourteously, or use foul or abusive language at any interaction. It shall at all time promptly report to Visti immediately, any behavioural issue by the pick-up and delivery partners or Visti representatives or Customers for suitable action;

(xiii) it shall process and execute the Orders promptly, correctly and within the stipulated service level timelines, as follows;

a) must confirm the Order within 5 minutes from the time the same having been relayed to it on the Visti Partner Application. Visti may send reminder after 3 minutes and shall allocate call to the Garage / service center after 6 minutes from the time Order having been replayed to it and if not confirmed by the Garage / service center by then. In the event, that the Garage / service center does not confirm the Order after Visti has made attempt/s to call the Garage / service center, the Order will be deemed as cancelled by the Garage / service center. An intimation of such cancellation shall be sent to Garage / service center and such cancellation shall be treated as Garage / service center Cancellation and Visti shall reserve the right to recover Service Fee for such cancelled Order.

b) vehicles must be serviced as requested and kept ready in best  condition, labelled as ‘Ready for delivery’, and handed over to the pick-up and delivery personnel, upon his/her arrival. Garage / service center shall ensure, at all times, the pick-up and delivery personnel shall not be required to wait beyond 10 minutes to collect such serviced or repaired or modified vehicles.

c) issue valid tax invoice against each order fulfilled and a copy of such invoice shall be included in the package.

d) it must always ensure it shall provide the ordered services as per the order placed by the Customer and shall be solely responsible for all the cost and consequences, if in case of any damage caused, inappropriate service or any such of its act affecting the vehicle/s. The delivery personnel shall only deliver the vehicle handed over to him/her by the Garage / service center and shall not be liable to verify the correctness of the item(s) in an Order. It shall be the responsibility of the Garage / service center to verify whether all services provided are correct and as per the Order received.

e) it shall be solely liable for delays in the completion of Orders and in case of delay reported to be caused due to unavoidable circumstances or for any reasons, the same shall be reported by the garage / service center to Visti by phone call and mail or message stating the reason for delay well and before 24 hours from delivery or at the time of receiving order, whichever being the earliest, and Visti shall approve the same at its sole discretion,  and the Garage / service center undertakes to keep Visti fully and effectively indemnified against the same.

(xiv) it shall use / display, in accordance with Visti’s instructions, all the collaterals and other materials supplied by Visti in relation to all Orders delivered through Visti;

(xv) it shall not use the labels, trademarks, branding or collaterals of any third-party, including but not limited to Visti’s direct competitors, for deliveries made using Visti Services;

(xvi)it shall share with Visti legible and clear images of products offered for sale to Customers through the Platform in compliance of image guidelines as may be issued by Visti from time to time. The Garage / service center shall provide images for a minimum of 15 services, or for 60% of total services on the list, whichever is higher, for display on the Platform. Visti shall facilitate photography services upon request, on chargeable basis;

(xvii)it shall ensure that it will at all times maintain parity in the pricing of its services offered on the Platform as against its other service channels, including but not limited to other online aggregators and its self-operated retail locations. It is clarified that, for the purposes of the present clause, service/s shall mean and include the repair or modification or installations or any such service offers, its quality, effectiveness and the products or machineries utilised;

(xviii)it shall list machinery or any other required products at a ceiling price equal to or less than the Maximum Retail Price as indicated on such product;

(xix)it agrees that in the event of a Garage / service center’s failure to comply with clauses VI.8. (xvi) and VI.8.(xvii), and on receipt of any communication/complaint from Customers to this effect, Visti shall be at liberty to, on verifying the same, refund such Customer for excess amounts charged against a service/s and deduct the same from the Garage / service center from future settlements; and

(xx)it shall be alert to the advisories issued by Visti on ancillary charges that may be chargeable by Garage / service centers to Customers on the Platform. The Garage / service center shall, in view of such advisories being issued to adopt best industry practices and in the interest of Garage / service centers and Customers, endeavour to adhere to such advisories swiftly.

9. Each Party hereby grants to the other Party a non-exclusive, non-transferable, worldwide, royalty free right to use, copy, publish and display the other Party’s trademarks, logos, name, menu and related information solely in connection with the promotion and marketing of the collaboration between Visti and the Garage / service centers and related purposes, including for publishing on the Platform.

10. Notwithstanding these terms and conditions of Service, Visti reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Garage / service center which includes, but is not limited to, the following instances;

(i) Customer complaints received by Visti which are directly or indirectly attributable to the quality of service provided by the Garage / service center either through poor ratings, as defined by Visti, through calls placed with Visti or through any other means

(ii) Breach of the provisions of any law, rules and regulations, with regard to automobiles made thereafter by state or central government or any government body for time being in force, by Garage / service center;

(iii) Non-adherence to Visti’s delivery schedules and timelines that has been represented for services on the Visti Platform, except when communicated and approved by visti as stated in Vl.8 (xiii)(e) ;

(iv) Misbehavior with Visti’s representatives/personnel;

(v) Inclusion of marketing or promotional material belonging to competitors in Orders delivered by Visti’s Personnel;

(vi) Breach of the representations and warranties of the Garage / service center; or

(vii) Any other material breach of the terms.

Visti shall resume provision of Services to the Garage / service center at its own discretion.

11. Notwithstanding anything contained under clause VI (10) hereinabove, Visti has the right to immediately delist any of the service from the Platform, which is not in compliance with law for time being in force or the rules or regulations, made thereunder.

12. The Garage / service center acknowledges that all Services offered by Visti on the Visti Platform are non-exclusive in nature.

13. A Garage / service center can terminate this contract providing 15 days’ prior written notice to Visti. Visti shall delist the Garage / service center at the end of 15th Day. Upon termination in accordance with the terms hereof, Garage / service center shall only be required to service Orders already placed through Visti prior to such expiry or earlier termination of this MoU, and Visti shall be entitled to receive Service Fee for such Orders.

14. Visti may also manage an email ID on your behalf, which shall be hosted on the visti.in domain, in order to manage customer communications and correspondence.

VII. Eligibility

The use of the Platform is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Platform. If you are a minor i.e. under the age of 18 years, you shall not register as a seller on the Platform, transact or use the Platform. Visti reserves the right to terminate your registration and/or refuse your access to the Platform if it is brought to Visti’s notice or discovered that you are under the age of 18 years. If you register as a business entity, you represent that you are duly authorized by the business entity to accept these Terms of Use and you have the authority to bind the business entity to these Terms of Use.

VIII. Account and Registration Obligations

If you use the Platform, you shall be responsible for maintaining confidentiality of your login and password details and all activities that occur with the use of your login and password details. You agree that if you provide any information or content, required under these terms and conditions to be put up on the Platform, which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the Terms of Use, we shall have the right to indefinitely suspend, terminate or block you from accessing the Platform. Your registration with Visti as a Garage / service center is exclusively for your use to gain access to the Platform and is strictly not transferable.

IX. Communications

When you use the Platform or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise.

X. Visti Partner App & Use

Garage / service center shall be granted access to Visti partner App for hand held devices and at its sole discretion Visti shall issue hand held device to the Garage / service center (with embedded partner App) and the Garage / service center shall:

(i) ensure it has a functional tablet / mobile with the Visti partner App at all times in Order to (a) receive and confirm Customer Orders and provide estimates of service rate and delivery times or; (b) reject the Order through the Partner Application;

(ii) in case it declines Orders through the tablet / mobile provided however, then it shall not use alternate means (phone/ emails) to connect with the Customer in parallel to take Orders and thereby circumventing the process;

(iii) execute the Orders promptly and indicate the estimated time of service to completion of the Order including updating the Order status (e.g. air filters changed, etc.) through the partner App.

(iv) Communicate with Visti service operator through the phone call and/or SMS.

(v) Manage real time status of product or machinery in stock/inventories and garage/service centre operations

XI. Disclaimer

To the fullest extent permitted by law, Visti and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with these Terms of Use, the Visti Services and any use thereof, including, without limitation, the implied warranties of Garage / service center ability, fitness for a particular purpose and non-infringement. Visti makes no warranties or representations about the accuracy or completeness of the Platform’s or the Visti services’ content or the content of any other websites linked to the Platform, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Garage / service center’s access to and use of the Platform and the Visti services, (c) any unauthorized access to or use of Visti servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the Platform or otherwise with respect to the Visti Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or the Visti services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform or the Visti services. Visti disclaims any and all liability for direct, indirect, incidental, special, consequential, punitive or other similar damages that may arise due to any deficiency in the Orders attributable to the Garage / service center, any malfunction or error on Visti by the Garage / service center including but not limited to, technical errors, delays, omissions, inaccuracies in the content provided. Visti disclaims and all liabilitiy that may arise due to any violation of any law being in force and applicable rules and regulations made thereunder by the state or central government or any governmental bodies and such liability shall be attributable to the Garage / service center.

XII. Confidentiality

Each Party agrees that during the course of these Terms of Use, information that is confidential and of substantial value to the other Party may be disclosed to the other Party. Such information may include, but is not limited to, unpublished software code, technical processes, product designs, financial information, business plans, or material related to advertising or marketing. All such information shall be confidential and shall be kept confidential by both Parties throughout the Term and for a period of 1 year thereafter.

XIII. Intellectual Property

1. Each Party owns all right, title and interest in their respective trade names, service marks, inventions, copyrights, trade secrets, patents, and other intellectual property (“Intellectual Property”). These Terms of Use does not constitute a license or a right to use any Party’s Intellectual Property other than as expressly set out in these Terms of Use. You and we agree that, in the event of any third-party claims infringement of its intellectual property rights on the Platform, and such content which is alleged to have infringed such third party intellectual property rights has been shared on the Platform by you, it shall be your responsibility to investigate, defend, settle and discharge any such intellectual property infringement claim in relation to such content on the Platform.

2. Visti respects third party intellectual property rights and intellectual property owners can easily report listings that infringe their right to ensure that infringing products are removed from the site, as such intellectual property violations erode Customer and good Garage / service center trust.

3. Only the intellectual property rights owner can report potentially infringing products or listings by way of Notice of infringement in the specified format. If you are not the intellectual property rights owner, you can still help by getting in touch with the rights owner and encouraging them to contact us.

(Note: Visti does not and cannot verify that Garage / service centers have the right or ability to sell or distribute their listed services. However, Visti is committed to ensure that service listings do not infringe upon intellectual property rights of third parties once an authorized representative of the rights owner properly reports them to Visti.)

XIV. Indemnity

You agree to defend, indemnify and hold harmless Visti, its affiliates and  their respective officers, directors, employees and agents from and against all actions, third party civil and criminal claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorney’s fees, arising out of or relating to the Orders, services or offers provided by you, or arising out of or relating to your content listed on the Platform.

XV. Limitation of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement. Visti does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Visti shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Visti will use its best endeavours to ensure that the unintentional operational errors do not occur, Visti cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Visti’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

XVI. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

XVII. Relationship

The Parties agree that nothing in this Terms of Use shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees. Visti is, and shall remain an independent contractor with respect to their performance hereunder and shall have no right or authority to assume or create any obligation, express or implied on behalf of the Garage / service center and vice versa.

XVIII. Governing Law

This Terms and conditions of Use shall be governed by laws of India. In the event  of any dispute between the parties in relation to terms and conditions, the courts in Bangalore shall have exclusive jurisdiction.

XIX. Dispute Resolution

Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 45 days after raising a notice of dispute, the same shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties  conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of arbitration shall be Bangalore and the arbitration shall be conducted in English language.

XX. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

XXI. Notice

All notices under these Terms of Use shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below; Visti Auto Repair Solutions Private Limited, No.365,8th Cross, 2nd Main Road, MS Badavane, Laggere, Bengaluru (Bangalore) Urban, Karnataka-560058, India. Time: 10 AM to 6 PM from Monday to Friday. If the Garage / service center notices any discrepancy in the Settlement of Collections, the Garage / service center may raise a ticket by writing an email to [email protected] and the same will be mutually resolved by both parties within 30 days from the date on which the ticket was raised.

XXII. PAYMENT TERMS

i. DEFINITIONS

1. The term “Gross Value” shall mean the aggregate of the following as stored in Visti’s database (i) the services included in each Order as calculated on the basis of the price, rates and features of services listed; (ii) the pick-up and delivery charges, if any and (iii) GST and other such taxes as applicable.

2. The term “Net Value” shall mean the System Value excluding GST and such other taxes that may be applicable.

3. The term “Service Fee” shall mean and include:

(a)“Platform Service Fee”, means the fee for Platform Services provided by Visti and shall include listing fee and lead generation fee;

(b) “Pick-up Service Fee”, means the fee for Pick-up Services enabled by Visti; and

(c) “Delivery Service Fee”, means the fee for Delivery Services enabled by Visti.

4. The term “Successfully Delivered Order” shall mean Orders for which Collections have been made.

5. The term “Disputed Order/s” shall mean those Orders for which Customers have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Garage / service center, including but not limited to, Customer’s expectations not being met or Customer dissatisfaction in relation to, inter alia, the quality of the services/s, undelivered Orders, discrepancy in the service provided which is not in accordance with the Order placed and/or those Orders for which Customer requests for a replacement of any machinery or product. Such event Visti shall be entitled to recover from Garage / service center the Service Fee from the collections. It is clarified that Visti shall not be liable to make any payment for a Disputed Order. Visti shall reserve the right to recover from Garage / service center, the amount paid to Customers as refund upto the Order value. (Note: In case the Customer requests for a replacement, the Garage / service center shall be liable to provide the replacement of the disputed product or machinery or part free of cost and in such case Visti shall not charge Service Fee for the replacement Order additionally. Visti undertakes, on a best effort basis, to employ strong controls to prevent any misuse by the Customer under this clause.).

6. The term “GST” shall mean goods and service tax.

7. The term “Other Services” shall mean the other services that are provided by Visti to Garage / service centers morefully defined under Schedule of Charges.

8. The term “Other Charges” shall mean the charges that are applicable to Garage / service center for Other Services specified under Schedule of Charges.

9. The term “Gross Merchandise Value” (GMV)” shall mean the aggregate of the following as stored in Visti’s database (i) the products or services included in each Order as calculated on the basis of the price, rates and features of services listed  before discounts, whatsoever; (ii) the pick-up and delivery charges, if any and (iii) GST and other such taxes as applicable.

ii. Visti shall charge Garage / service center/s Service Fee for the Services provided. The Garage / service center shall pay Service Fees to Visti as agreed between the Parties under the duly executed memorandum of understanding by and between Visti and the Garage / service center/s (“MoU”), which term shall include references to any amendments made thereto. The Service Fees are subject to GST and other taxes applicable thereon at the prevailing rates.

iii. Visti shall collect the payments against undisputed Orders from the Customers (the “Collections”) and shall remit to the bank account of the Garage / service center as specified hereinabove. Visti shall be entitled to make the following deductions (“Deductions”) from the Collections: (i) Service Fees for the applicable Settlement Period, including Service Fees for Disputed Orders (ii) Other Charges as mentioned under Schedule of Charges and (iii) GST & other taxes applicable thereon at the prevailing rates, from weekly settlement remittance for the applicable Settlement Period.

iv. Upon the expiry or earlier termination of the MoU in accordance with the terms thereof, Visti and the Garage / service center shall only be required to service Orders already placed through Platform prior to such expiry or earlier termination, and Visti shall be entitled to deduct payments for such Orders in accordance with this Payment Terms.

v. In the event of any change to the System Value, the Garage / service center shall inform Visti of such change at least 4 working days prior to effecting such changes. The System Value will be deemed to be updated with the changes as communicated by the Garage / service center on the 5th working day from the date of receipt of such written communication by Visti. It is however clarified that for the purpose of determining the value of an Order, only the System Value, as updated in accordance with this clause, shall be considered as the final value. Visti shall not be liable or responsible in any way for any change in list of services by the Garage / service center, except to the extent already informed by the Garage / service center to Visti in accordance with this clause.

vi. Mode of Payment

1. Settlement of the Collections shall occur on a weekly basis (and in accordance with the payment systems and nodal account guidelines prescribed by the Reserve Bank of India) to allow for adjustments towards Disputed Orders (the “Settlement Period”) subject to deductions specified hereinabove. The Settlement Period for Bangalore for Orders Serviced from Sunday to Tuesday shall be on or before Thursday of the following week and for Orders serviced from Wednesday to Saturday shall be on or before Monday of the following week. The Settlement Period for other cities for Orders serviced from Monday to Tuesday shall be on or before Thursday and for Orders serviced from Wednesday to Saturday shall be on or before Monday of the following week. If the Settlement Period falls on a bank holiday, it shall be deemed to be the following working day.

2. Visti shall raise invoices for the Service Fees for the applicable Settlement Period, and the applicable Service Fees shall be deducted from the Collections. The balance Collections shall be remitted by Visti to the Garage / service center at the end of the Settlement Period.

SIGNAGE POLICY

I. Background

Visti shall provide the Garage / service center with a signage that shall have Visti’s and the Garage / service center’s brand name and logo (the “Co-Branded Signage”) which shall be installed at the top side entrance of the Garage / service center or at such place as mutually agreed by the Parties. The terms and conditions on which the Co- Branded Signage shall be installed by Visti to the Garage / service center are set out herein (the “Signage Policy”).

II. Signage Policy

Heading Details
Installation and Ownership The Co-Brand Signage provided by Visti shall be installed in such a manner that it should be easily visible to the general public. The measurement of the Co-Brand Signage shall be mutually decided and the layout of the Co-Brand Signage shall be in a prominent place, which is approved by the Garage / service center before installation. Ownership of the Co-Brand Signage shall, at all times, vest solely with Visti.
Effective This Signage Policy shall be valid and subsisting till termination of the contract or memorandum of understanding entered into by and between the Garage / service center and Visti.
Exclusivity The garage / service center agrees it shall only display the Co-Branded Signage and agrees and undertakes that it shall neither display nor enter into any arrangement/ agreement for the display of signage of competitors of Visti during the term of this Signage Policy without prior approval.
Repairs/ Damages to the Co-Branded Signage In case of any damage/ defects to the Co-Branded Signage requiring repairs, the Garage / service center shall intimate Visti within 24 hours from the date of such damage, repair or defect. Visti shall be required to bear costs of all repairs, except where any damage or defect is caused to the Co-Branded Signage by the Garage / service center, in which event, the Garage / service center shall bear the cost of repair or replacement.
Payments The Parties shall bear the installation and making charges of the Co-Branded Signage in the proportions mutually agreed to by the Parties, as mentioned below, and the vendor installing the Co-Branded Signage shall be instructed to raise separate invoices against the Parties. The Garage / service center shall pay its share of the installation charges to the vendor prior to the installation of the Co-Branded Signage.   The Parties shall bear the installation and making charges with respect to the Co-Branded Signage in the following manner:   Share of the Installation and Making charges on the total bill Visti 60% Garage / service center 40%   The parties shall bear the installation and making charges of the Co-Branded Signage in the proportions mutually agreed to by the Parties, as mentioned below, and the vendor installing the Co-Branded Signage shall be instructed to raise separate invoices against the Parties. The Garage / service center shall pay its share of the installation charges to the vendor prior to the installation of the Co-Branded Signage.
Obligations The Garage / service center represents, warrants and covenants that: It shall pay its share of the installation charges and the electricity charges with respect to the Co-Branded Signage in a timely manner; It shall take due and proper care of the Co-Branded Signage and keep it free of any major damages.  
Intellectual Property Rights Each Party agrees that the Co-Branded Signage does not create any rights, title and interest in the other Party’s respective trade names, service marks, inventions, copyrights, trade secrets, patents and other intellectual property (“INTELLECTUAL PROPERTY”), this signage Policy does not constitute a license or a right to use to a Party’s Intellectual Property other than expressly set out in this Signage Policy.  
Termination of Services Upon termination of the Services, Visti shall be entitled to remove / take down the Co-Branded Signage without causing any damage to the premises of the Garage / service center.

Schedule of Charges

Visti shall be entitled to charge and the Garage / service center shall pay to Visti, the charges detailed hereunder in addition to the Service Fee. These charges are subject to GST or any other taxes, applicable thereon at the prevailing rates. Visti reserves the right to revise these charges with prior intimation to the Garage / service center.

Description of Services Note Charges/Deductions/Reimbursement Effective from Exceptions/Remarks
Call Center Service Fee 1 INR 10.00 per Order Date of MOU Initial 2 weeks for New Garage / service centers and 5% of the total Number of Orders in a Settlement Period
Garage / service center Cancellation Charges 2 7.5% of the Net Value Date of MOU 0.5% of Order out of the total Orders in a Settlement Period
Refund for Disputed Order 3 As applicable Date of MOU Case to case basis and upto order value
Marketing fees and such other charges 4 As applicable Date of MOU As and when service is availed
Seller Protection for Customer Cancellation 5 40% of Net Value Date of MOU Case to case basis

Notes:

1. “Call Center Service Fee” shall means fee towards Call Centre Services provided by Visti to get an Order confirmation by Garage / service center more fully defined under clause VI (8)(xiii)(a) of the Garage / service center Terms. Visti shall waive off Call Center Services Fee (a) as one-time convenience to the new Garage / service centers for an initial period of two weeks (2 weeks) from the date of MoU and (b) Call Centre Services up to 5% of Orders out of the total Orders (rounding decimals to the next whole number) in a Settlement Period [Illustration: 1.4 rounded to the next whole number will be 2 and 1.6 rounded to the next whole number will be 2];

2. “Garage / service center Cancellation Charges” shall mean Service Fee with respect to Order that are cancelled by the Garage / service center due to failure to fulfil as a result of unavailability of the service/s in an Order or closure of the Garage / service center’s garage/service centre or any other reason attributable to the Garage / service center. Garage / service center Cancellations (without any charge) will be permitted up to 0.5% of Orders out of the total Orders (rounding decimals to the next whole number) in a Settlement Period [Illustration: 1.4 rounded to the next whole number will be 2 and 1.6 rounded to the next whole number will be 2];

3. “Refund for Disputed Order/s” shall mean refund paid to the Customer, where the Customer claimed partial or full refund, as applicable, for the reasons that are attributable to Garage / service center, including but not limited to, Customer’s expectations not being met or Customer dissatisfaction in relation to, inter alia, the quality of the products, undelivered Orders, discrepancy in the service delivered which is not in accordance with the Order placed and/or those Orders for which Customer requests for a refund or replacement of any Machinery or product or part. Instant Gratification will be effective only after Visti provides the feature on the Visti Partner App/Website that will provide to the Garage / service center the information with respect to the Order and reason for deduction of compensation;

4. “Marketing fees and such other charges” shall mean the charges towards digital marketing services including but not limited to carousel connection with the Garage / service center’s listings and other related services availed by the Garage / service center on the Platform and shall be decided by Visti;

5. “Seller Protection for Customer Cancellation or Grievance” shall be an amount contributed by Visti in case of cancellation of Orders either through the Platform, or through calling customer care, by a Customer (a) for no reason attributable to Garage / service center, or (b) for no reason attributable to Visti, provided that the said Order has been accepted and confirmed for providing service by the Garage / service center. In case of Customer Cancellation or Grievance, Garage / service center will be paid and the same shall be accounted in the applicable Settlement Period in the following manner: (a) 40% of Net Value for Orders not labelled as ‘Ready for Delivery’ and not picked up by the Visti Delivery Partner in scheduled time or period and (b) 100% of Net value (less of commissions and applicable schemes) for all remaining Orders placed through the Platform.