Terms and Conditions

Vendo Independent Services Provider and Agency Agreement

The Vendo Mobile Application is an internet application (“Vendo Mobile Application” or the “Application”) owned and operated by Vendo On-Demand Solutions., situated at ’Krishnakriti’, 6, 3rd Cross Street, Senthil Nagar, Kolathur, Chennai 600099 (“Vendo,” “we,” “us,” or the “Company”). Vendo provides an on-demand service (the “Service”) that allows to access a network of Independent Service Providers (ISP) (referred as “Service Providers” or “you” or “Service Provider” or “ISP”) and Agencies (“Agency” or “Agency Representative (AR)” or “you”) who are individuals who have registered with the application as ISP and meet intermittent needs for services of your experience/expertise that may be floated through the application. The Independent Service Providers (ISP) / Agency have access to the Application to receive and review Tasks for services from Vendo and to determine their interest in and availability to respond to such Tasks.

You may also refer to our Privacy Policy to understand how we process and protect your information.

PLEASE READ THIS AGREEMENT CAREFULLY. In acceptance of this agreement, it is clearly understood that you have been able to interpret this agreement in a language of your understanding or used the services of a person who has been able to explain this to you in a language of your understanding.

Acknowledgement and Acceptance of Independent Service Provider (ISP) / Agency Services Agreement

This Independent Service Provider (ISP) / Agency Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Vendo and you. By registering with Vendo as an independent Service Provider (ISP) / Agency, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application or becoming an Independent Service Provider (ISP) / Agency, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein. 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.

Tasks are together and interchangeably used to represent assignments that are displayed on the Vendo application for you to receive and review, and then choose to undertake on an independent basis, as an Independent Service Provider (ISP) / Agency, any of such assignments on a non-exclusive basis.

Vendo reserves the right to change this Agreement and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying the Independent Service Provider (ISP) / Agency directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, Vendo does not assume any obligation to notify Independent Service Provider (ISP) / Agency / Agency Representative (AR) of any changes to this Agreement, or the creation or modification of any additional terms.

Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You.

You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, and any other notices or documents required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, phone number and bank details.

Use of the Application is permitted only by individuals and, wherever permitted, by Agency who register on the Vendo platform/application/services online through any electronic medium and can form legally binding contracts under applicable law.

Without limiting the foregoing, in the case of ISP, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work] and legally authorised to work. If you do not meet these criteria, you may not register to become an Independent Service Provider (ISP). In case you are registering as an Agency, the complete details of the Agency and its constitution, viz., whether it is a LLP, Proprietorship, partnership, private Limited, etc., the various individuals who constitute the Agency and the names of the persons responsible for the business of the Agency shall be provided. Any change in the constitution of the Agency or the persons responsible for the business of the Agency shall be promptly communicated to Vendo. Any concealment of information would automatically terminate the agreement between Vendo and the Agency.

You acknowledge and agree that Vendo is a services provider that you engage with on a Task to Task basis and which is an invitation to ISP / Agency to undertake the assignment on a professional and independent basis and which is not forming your primary source of employment, and is on a Principal to principal basis, and that you are an independent Service Provider (ISP) / Agency and not as an employee of Vendo.

1. Definitions

Capitalised terms are defined as set forth below or elsewhere in the Agreement.

1.1 “Services” means the services described in a Vendo Task for services by an Independent Service Provider (ISP)/Agency.

1.2 “Vendo Task” means a notice provided, through the Application, to one or more Independent Service Provider (ISP) or Agencies, which includes a description of the services to be provided by the Independent Service Provider (ISP) or Agency, the times at which the Vendo Task begins and must be completed, and the fee associated with the Vendo Task (the “Payment”). An open Task is a Task for services that has not yet been accepted by an Independent Service Provider (ISP) or Agency (“Open Task”). Independent Service Provider (ISP) / Agency can use the Application to review Open Tasks and to indicate their availability for Open Tasks. Once an Independent Service Provider (ISP) / Agency has accepted a Vendo Task pursuant to Section 2, the Vendo Task will become a “Vendo Engagement”. Each Vendo Engagement constitutes a new contract between Vendo and the Independent Service Provider (ISP) / Agency.

1.3 “Vendo Mobile Application” or “Application” means the software application used by Vendo in connection with the Services.

2. Independent Service Provider (ISP) / Agency

2.1 Conditional Offer Requirements and Privacy Information. Some Tasks may require completion of certain steps or requirements prior or after you accept a Vendo Task but before you perform the Vendo Task (“Conditional Offer Requirements”). Such Conditional Offer Requirements will be explained prior or after you accept the Vendo Task. Failure to complete such Conditional Offer Requirements to the satisfaction of Vendo will result in Vendo treating the same as your inability to perform accepted Vendo Tasks.

2.2 Vendo Assures that all personal information/data collected from ISP/Agency/AR shall be utilized only in furtherance to the requirements under this agreement and Vendo assures that the same shall not be disclosed in public domain except to the extent it is necessary for the performance and due discharge of this agreement or for legal compliance to the extent required or when called upon to declare by any statutory authority. (refer to Vendo Privacy Policy)

2.2 Best Efforts. By registering to become an Independent Service Provider (ISP) / Agency and accepting an Open Task, you agree to use your best efforts to perform the Vendo Engagement such that the Services meet the requirements and specifications. Once an Independent Service Provider (ISP)or Agency has accepted a Vendo Task, the Open Task will no longer be available for performance by other Independent Service Providers (ISP) / Agency who received the Open Task. By accepting an Open Task, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Task. Do not accept an Open Task unless you are sure that:

(a) you understand what you are being asked to deliver;

(b) you can perform the Services identified in the Open Task;

and if required, you can get to and from the location where the services are to be delivered. If you fail to show up at the location by the specified start time as noted on the Vendo Task, Vendo, in its sole discretion may cancel the Vendo Task with or without any penalty. Failure to timely deliver the Services consistent with the requirements and specifications will constitute a breach, resulting in non-payment and/or forfeiture/recovery of the payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees or costs incurred as a result of your failure to complete within the stipulated time, the Open Task in accordance with the requirements, including and not limited to engaging other parties to complete and deliver the Services and Vendo having to take steps to ensure the Task is completed to Vendo client’s satisfaction. You agree not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any Vendo Engagement.

3. Independent Service Provider (ISP) / Agency Relationship

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Vendo and you or between the Vendo Customer and you. You will take no position with respect to or application for benefits, or in any proceeding directly or indirectly involving Vendo that is inconsistent with your being an Independent Service Provider (ISP) / Agency (and not an employee) of Vendo. You agree that you have been engaged on your own voluntary acceptance to undertake the Vendo Task, solely for the purpose of executing the particular Tasks on a Principal-to-Principal basis, and you must not represent to any third party that you are authorised to make any commitment or otherwise act on behalf of Vendo or its Customer.

As an Independent Service Provider (ISP) / Agency, you are solely responsible for determining which Open Tasks you will choose to accept and how and when you will provide the Services under this Agreement, subject to the time assigned for completion of the Task without any interference or supervision by Vendo, other than ensuring that the Vendo engagement has been completed in accordance with the quality/quantity and other prescriptions that may be specified in the Vendo Task

Vendo does not restrict the Independent Service Provider’s (ISP’s) / Agency’s right to provide services to other parties, including competitors of the Vendo Mobile Application; Vendo expects that the ISP who has registered with Vendo has such necessary skills and is performing / capable of performing similar services to other parties.

Independent Service Provider (ISP) / Agency acknowledges and represents that Independent Service Provider (ISP) / Agency earn income from other sources and the engagements under Vendo are not his/her/their primary and sole source of income; As the acceptance of Vendo Task floated by Vendo through the application is based on the first acceptance of the various ISP’s / Agency registered through the application, the ISP / Agency is fully aware that Vendo does not guarantee the Independent Service Provider (ISP) / Agency any minimum Vendo engagements or any minimum guarantee amounts nor does Vendo offer Independent Service Provider (ISP) / Agency / Agency Representative an employment;

Vendo does not supervise the work of the Independent Service Provider (ISP), and does not oversee the actual work or instruct the individual as to how the work will be performed. Vendo does not monitor the method or process the Independent Service Provider (ISP) / Agency uses to perform services. Vendo at best provides guidelines under which the Task should be completed and the quality of work expected from the Independent Service Provider (ISP). However, Vendo expects that the Vendo assignments taken up by the ISP /Agency is in accordance with the quality and such standards as specified in the Vendo Task and in this context, Vendo is entitled to depute such person or persons as may be required to ascertain that the Vendo assignment has indeed been completed in accordance with the Vendo Task so undertaken by the ISP / Agency;

Vendo does not terminate the work during the term of this Agreement unless the Independent Service Provider (ISP) / Agency violates the terms of this Agreement or fails to produce results that meet the specifications of the Agreement, either in terms of quality or the specified timelines for the Tasks;

Vendo does not provide training, tools, equipment, benefits, or expense reimbursement to the Independent Service Provider (ISP) / Agency.

Independent Service Provider (ISP) / Agency is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Independent Service Provider (ISP) / Agency renders.

Without limiting the generality of the foregoing:

3.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that Vendo, its parents, subsidiaries, affiliates or other related entities may make available to its employees, including but not limited to group insurance, profit-sharing or retirement benefits. Because you are an Independent Service Provider (ISP) / Agency, Vendo will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. Consequently, it would be the responsibility of the ISP / Agency to take such necessary social security insurance as applies to you and/or your representatives. If, notwithstanding the foregoing, if such manner of engagement is either prohibited under any Statute or by enforcement of any law by any rule or by any decision of any court of law, you agree that you will not automatically, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Vendo, its parents, subsidiaries, affiliates or other related entities, other than those benefit(s) that may be specifically and expressly granted in such Statute/law/decision.

3.2 Taxes. All payments to you are subject to the deduction of tax at source. Apart from this, you are solely responsible for filing all tax returns and submitting all payments as required by any national, state, or local tax authority arising from the payment or Payments to you under this Agreement, and you agree to do so promptly. You will comply with all applicable national, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.

4. Confidentiality and Data Protection

4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Vendo. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Vendo’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Vendo’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Vendo and/or the Customer considers to be confidential or proprietary or which Vendo has a duty to treat as confidential.

4.2 Standard of Care. You will protect the Confidential Information from unauthorised use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence,

(a) you lawfully have had knowledge of such information prior to Vendo’s first disclosure to you, and the liability for establishing such prior knowledge is solely upon you;

(b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or

(c) such information, through no fault of you, is either already in the public domain or is generally available to the public.

Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Vendo, or is required by law or court order, provided that you immediately notify Vendo in writing of such required disclosure and cooperate with Vendo, at Vendo’s reasonable Task and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

4.4 Removal / Return. Upon Vendo’s Task and upon any termination or expiration of this Agreement, you will promptly (a) return to Vendo or, if so directed by Vendo, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Vendo in writing that you have fully complied with these obligations.

4.5 Personal Data Protection: During the course of your performance of Vendo’s Task, you may receive or be provided access to any data about an individual who is identifiable by or in relation to such data (“Personal Data”).

In respect of such Personal Data, you shall

collect, process, store, and use Personal Data only for providing the services as per this Agreement and shall not use it for any other purpose without prior written consent.
comply with all applicable data protection laws and regulations in India,
maintain the confidentiality of all personal data and shall not disclose it to any third party without the prior written approval of Vendo, except as required by law.
implement reasonable security practices and procedures, including administrative, technical, and physical safeguards, to protect personal data from unauthorised access;
ensure that access to personal data is limited to authorised personnel only and that such personnel are bound by confidentiality obligations.
retain personal data only for as long as necessary to fulfil the purpose of processing and shall securely delete or return all personal data upon termination of this Agreement or upon request by Vendo;
assist Vendo to respond to the individual's request for access to, modification of, or deletion of the data;
Immediately notify Vendo in the event of any actual or suspected data breach in writing and provide full details of the breach, including remedial actions taken.
not subcontract data processing activities to any third party without the prior written consent of Vendo and shall ensure that such subcontractors comply with the same data protection obligations.
allow and cooperate with Vendo or its authorised personnel to conduct periodic audits of your data protection measures to ensure compliance with this Agreement.

You further agree to indemnify and hold Vendo harmless against any losses, damages, or claims arising from your non-compliance with these data protection obligations.

5. No Conflicts

You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Vendo Engagement, or that is otherwise inconsistent with this Agreement or any Vendo Engagement.

6. Representations And Warranties

6.1 General. You represent, warrant, and covenant that:

(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);

(b) You will comply with all of the terms of this Agreement;

(c) That the skills and capabilities you have declared at the time to your registration/onboarding on the application are truly your capabilities and represent the skills needed to perform the Tasks for which Independent Service Provider (ISP) / Agency are sought. Vendo shall have absolute rights to review your skill capabilities, ask for additional information and verify the same from references provided by you. If, in the opinion of Vendo, which opinion and judgment shall be final, it is found that you do not meet the stated skills mentioned at the time of your registration on Vendo, Vendo may assign you to skill sets that match Vendo’s understanding or not register you on the platform.

(d) You will fully conform to the specifications, requirements, and other terms of any Vendo Task that you accept, and the Services delivered will be of a professional and workmanlike quality;

(e) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;

(f) Any workers that you may employ, engage or otherwise retain to assist with the performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner. You shall be responsible for all payments, including salaries and other statutory benefits, that you may employ/engage and keep Vendo indemnified against any claims at all times.

(g) You are not providing and will not provide labour services to Vendo for remuneration, but rather, you can use the Application to find and, if you wish, accept Vendo Tasks as an Independent Service Provider (ISP) / Agency

(h) You will at all points remain free from the control and direction of Vendo in connection with your use of the Application and the Service, including during your consideration and acceptance of any Vendo Tasks and during the performance of any Vendo Engagements.

(i) You recognize that Vendo is an on-demand software-driven Task assignment platform that aggregates and distributes Tasks to willing Independent Service Provider (ISP)s who wish to undertake and execute them outside of regular employment / Agencies who wish to undertake and execute them.

(j) You acknowledge and agree that Vendo does not and cannot control the worksite(s) at or in which you provide any services to any Customers. You acknowledge that you should alert on-site personnel of any safety concerns or issues you might have.

(k) You acknowledge that time is of the essence for the completion of Tasks for services. Thus, if a Task for services has a set start time and end time you are not present and available at the set start time or are unable to complete the Task within the expected time, Vendo may immediately cancel the Task. In the event of your assignment being cancelled, if you were entrusted with any Vendo client materials for use in executing the Task, the same shall be returned to Vendo without delay. In the event of your inability to return the same or any loss or damage to the material so returned, you will be called upon to compensate for or replace the material at your own cost. In the event you do not do so, Vendo shall be in entitled to recover the same from your due payments or use alternate means to recover the same.

(l) to execute the Tasks, you may be entrusted with certain Vendo client materials that need to be placed or executed at various locations. It your responsibility to treat these materials with care without causing any loss or damage to those materials. In the event of any loss or damage, you will be called upon to compensate for or replace the material at your own cost. In the event you do not do so, Vendo shall be in entitled to recover the same from your due payments or use alternate means to recover the same.

(m)Unauthorized use of Vendo: 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 Vendo 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 Vendo Platform, your access to all Accounts on the Vendo Platform will be permanently revoked without notice.

You hereby expressly acknowledge and agree that you and not Vendo will be liable for your losses and damages (whether direct or indirect) caused by an unauthorised use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Vendo or others due to such unauthorised use.

(n) Quality of work: You acknowledge that your continued use of the Services is subject to you maintaining a minimum standard of quality in your work. The ratings threshold for your particular skill. If your ratings fall below the minimum threshold your access to the Vendo platform will be temporarily/permanently blocked at the discretion of Vendo.

(o) Communicating with you: By creating an Account, you agree that the Vendo may send you SMS/messages (messages) as part of the normal business operation. You consent to receiving such messages and acknowledge that any steps taken by you to not receive such messages will be in violation of your arrangement under this agreement.

(p) Audit and verification of Tasks : All Tasks undertaken by you shall be subject to audit and verification for quality of execution/workmanship/proper user of client materials and timely completion. Any Task found to be improperly done, partially completed, misreported, done/executed at a location other than the intended location, or having been done/executed in non-compliance to the guidelines detailed in the Task, shall either not be paid for or partially paid at the discretion of Vendo.

6.2. Payments and settlements: All Tasks shall be paid out only after the audit is completed. Tasks shall be paid at the prescribed rate after making adjustments for any amounts on account for gaps identified in the audit as per clause 6.1(p) and other terms of agreement where amounts may be due to Vendo from the Independent Service Provider (ISP) / Agency.

For the purpose of receiving the payments, Independent Service Provider (ISP) / Agency shall raise invoice on Vendo in prescribed format with all statutory details including GST and PAN and charge the appropriate GST rate where applicable.

All payments will be subject to deduction of tax at source as prescribed by law.

6.3 Indemnification. You will indemnify and hold harmless Vendo and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Vendo engagement, which act or omission gives rise to any claim for damages against you, Vendo and/or its parents, affiliates, employees or agents. Vendo specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Vendo engagement.

6.4 Insurance and benefits. You acknowledge that you are an Agency / Independent Service Provider (ISP) and not an employee of Vendo of Vendo. As such, you acknowledge and understand that you are not covered by any insurance/ESI/PF/etc. that may be provided by Vendo to its employees. Vendo requires that, as an Independent Service Provider (ISP) / Agency, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for Vendo, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Vendo may provide to its employees. You shall keep Vendo indemnified against all such claims.

Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Vendo Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability insurance coverage that Vendo may have, and that Vendo is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. You shall keep Vendo indemnified against all such claims. At your inability to settle any claim raised on you, If Vendo makes payment of any such charges on your behalf, Vendo will recover from you the whole sum of such payments and any additional charges it may incur.

6.5 Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade.

7. Limitation Of Liability

IN NO EVENT WILL VENDO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY VENDO FOR VENDO ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE THREE PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.

8. Additional Terms applicable to Agency registering with Vendo.

In addition to the various terms that may apply under this agreement, if the service provider is not an ISP but an agency, such Agency is bound by the following additional terms:-

8.1 Agency acknowledges and represents that Agency will use its own personnel (Agency Representatives - AR) to execute the Tasks and such AR of the Agency are in no way connected to Vendo. The engagement of such AR and their use of the Vendo Application to carry out Tasks undertaken by the Agency in no way constitute a relationship between Vendo and the AR. The Agency shall ensure that it shall always comply with all relevant laws that bind its association with the AR and that the Agency shall keep Vendo indemnified at all times from any claims of non-compliance of relevant laws that may arise at any time. It is further reiterated that the Agency’s association with Vendo under this agreement is purely on a Principal to Principal basis and the AR can at no time seek employment with Vendo, for which the Agency unconditionally indemnifies Vendo.

8.2 It is open to the agency to depute such Agency representatives who are competent and possess the required skill to undertake the Vendo task undertaken by the Agency without any interference from Vendo. In such an event, Vendo shall only permit restricted access to the AR to have access to the Vendo Application to the limited extent which is necessary for due discharge of his duties as an AR of the Agency.

8.3 The Agency specifically agrees that this agreement is not only binding on the Agency but also is binding on the AR who is deputed by the Agency to undertake the Vendo engagement and it is the responsibility of the Agency to make its AR’s aware of the terms of the engagement under this agreement.

8.4 Agency understands and undertake that any AR that you may employ, engage or otherwise retain to undertake or assist with performance of Services under this Agreement meet the skill requirements to undertake the Tasks and will execute the Tasks in the best possible manner of quality, workmanship and timely completion. Agency shall further ensure that the AR are classified and covered under any applicable laws and Agency shall keep Vendo indemnified at all times from any claims that may arise from any non-compliance on part the part of the Agency.

8.5 Agency is not providing and will not provide labour services to Vendo for remuneration, but rather, Agency can use the Application to find and, if the Agency so desires / wishes, accept Vendo Tasks as an Agency and then assign such Tasks to an AR of the choice of the Agency.

8.6 Any AR that the Agency deploys should be registered by the Agency on the Vendo app for the AR to review, record and report the Tasks Agency has assigned to such AR but such use of the Vendo application shall not constitute any direct relationship between the AR and Vendo.

8.7 Agency is aware that Vendo does not in any manner depute its representatives to supervise the Vendo assignment undertaken by the Agency and in respect of which AR is deputed to work. Thus, it is the responsibility of the Agency to depute its own supervisors and such required personnel to supervise the work of the AR without any interference from Vendo. As such, it is entirely the responsibility of the Agency to ensure that the Vendo assignment is completed on such terms as has been undertaken by them in the Vendo Task.

8.8 The Agency shall discharge all its statutory liabilities including all such payments that may be due and payable by the Agency to its AR’s. The Agency shall at all times keep Vendo indemnified against any claims that may be made against Vendo in this regard. If at any point of time, Vendo is called upon under any order of court or any such statutory authority to make any such payments that may be due to AR by the Agency, Vendo reserves their right to make such payments in compliance with the order and recover the same from the Agency, together with costs and consequences thereof.

9. Term & Termination

9.1 Term: Termination by Vendo. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the Independent Service Provider (ISP) / Agency using the Vendo Mobile Application, then the Independent Service Provider (ISP)’s / Agency’s next use constitutes a renewal of this Agreement. Vendo reserves the right to terminate your access to the Application if you have not accepted a Vendo Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Vendo Engagement, or have underperformed in the execution of the Tasks, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Vendo, in its sole discretion, believes in good faith to be detrimental to its business interests.

9.2 Survival. Sections 3 (“Independent Service Provider (ISP) Relationship”), 4 (“Confidentiality and Personal Data Protection”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

10. Governing Law

10.1 This Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at Chennai.

10.2 Any dispute arising out of or in connection with the formation, performance, interpretation, nullification, termination or invalidation of this Agreement etc., in any manner whatsoever, shall be referred to a binding arbitration in accordance with The Arbitration and Conciliation Act, 1996, as amended upto date.

10.3 The Arbitration proceedings shall be conducted in the English Language and in Chennai. The arbitration proceedings shall be conducted by a Sole Arbitrator appointed by Vendo, whose award shall be reasoned and in writing and shall be final and binding on the Parties. Costs towards the arbitration proceeding shall be equally borne by the Parties. Provided however, nothing contained in this Clause shall be deemed to prevent a party from approaching a Court of competent jurisdiction at Chennai for seeking interim relief prior to or pending arbitration.

10.4 Modifications to Application. Vendo reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. However, as stated above in Section 9.2 above, Section 10 (“Governing law”), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or the Service. You agree that Vendo shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.

11. 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.