Terms of Offer

Last updated on 17th February, 2015

These terms of Offers (Agreement for Cross-Promotion) between TOBOC Deals, a Division of TOBOC B2B Market Place India Private Limited and the Partners of the Website describe, inter alia, the terms of Offers and services through the redemption of coupons (“Coupon”) or otherwise on the Website, www.tobocdeals.com (“Website”).


PLEASE READ THE TERMS OF OFFERS CAREFULLY BEFORE AVAILING ANY SERVICES ON THE WEBSITE. ANY OFFERS MADE BY YOU THROUGH THE WEBSITE SHALL SIGNIFY YOUR ACCEPTANCE OF THE TERMS OF OFFERS AND YOUR AGREMENT TO BE LEGALLY BOUND BY THE SAME. IN ADDITION TO THE FOREGOING, YOU SHALL ALSO BE BOUND BY THE TERMS AND CONDITIONS OF THE WEBSITE, TERMS OF OFFERS ISSUED BY THE OTHER BUSINESS PARTNER OR ADDITIONAL TERMS OF SERVICES WHICH ARE DISPLAYED WITH THE SELECTION OF THE PRODUCT, IF ANY (“ADDITIONAL TERMS”) AT THE WEBSITE. IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF OFFERS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL TAKE PRECEDENCE IN RELATION TO THOSE TERMS OF OFFERS. IF YOU DO NOT AGREE WITH THE TERMS OFFERS, PLEASE DO NOT ACCESS THE WEBSITE.


TOBOC Deals and the Business Partner shall be collectively referred to as the Parties and individually as Party. WHEREAS, TOBOC Deals is a Division of TOBOC B2B Marketplace India Private Limited (herein after referred to as “TOBOC B2B marketplace”) is involved in the business of couponing as part of TOBOC B2B Marketplace business to business solutions to its Member registered with the company through its online portal. WHEREAS, the Business Partner is involved in the business of any of the lifestyle segments proposed as part of TOBOC Deals offers in the Website. WHEREAS, TOBOC B2B Market Place intends to further expand its business in India by utilizing various innovative techniques, modes and avenues and the Business Partner also wishes to generate better business prospects for itself by getting more visibility in both private and corporate world. The Parties therefore have agreed in their mutual interest to collaborate with each other and accordingly TOBOC Deals shall provide to its members a discount offer of the Business Partner, which can be availed by TOBOC Deal’s members when facilities or services of the Business Partner which shall lead in better volume of business to the Business Partner. AND WHEREAS the Parties now intend to enter into this AGREEMENT with a view to record their intention and understanding with regard to the above arrangement and the same has been more adequately explained hereinafter under the terms of this Agreement (hereinafter referred to as the “ARRANGEMENT”). Now the Parties hereby agree as follows:

1 GENERAL

1.1 Definitions

That for the purposes of absolute clarity, the following terms used in this Agreement shall be strictly construed to mean as follow:
a. “Business Associate” shall mean and include professionals and other business partners of TOBOC Deals or TOBOC B2B Market Place and their respective representatives holding letter issued by TOBOC Deals introducing them as Business Associate.
b. “Business Day” shall mean the regular working day of the Business Partner even if the same falls under a public holiday or weekend provided that the Business Partner is working and providing its services to the public in general, on that day.
c. “Chains” shall mean and include all the Hotels and the restaurants run by the Business Partner, more fully described in Schedule I to this Agreement.
d. “Coupon” shall mean the document to be printed from the TOBOC deals website by the Members. This “Coupon” will be updated by the Business Partner reflecting the nature of the Discount. The “Coupon” includes a unique Coupon Code.
e. “Coupon Code” shall mean the 9 (nine) characters chain, including three letters two numbers two letters one number and one letter, that makes the Coupon unique. This Coupon Code is communicated to the respective Business Partner once a Coupon related to its business is printed-out.
f. “Discount / Special Offer” shall mean the discount to be provided to TOBOC Deals Members by the Business Partner through its Chains at the rates described in the Annexure of this Agreement on Room Tariff and other services at Hotel and at the rate described in the Annexure of this Agreement on food items and at the rate described in the Annexure of this Agreement on Beverage items at the restaurants if applicable.
g. “Employees” shall mean persons who are holding a valid, unexpired Identity Card of TOBOC for being employed at TOBOC.
h. “Feature Date” shall mean the date from when a discount is mutually agreed by both the Parties and is displayed in the TOBOC Deals website.
i. “Feature Period” shall mean the duration of the display of the Coupons in the TOBOC Deals website agreed by the Parties mutually.
j. “Member” shall mean person who is holding a valid Membership Number or/and Membership Card which has been provided by TOBOC Deals for being registered as its Member.
k. “TOBOC Associates” shall mean and include Employees, Members and Business Associates as defined herein above
l. “Website” shall mean web address of TOBOC Deals, which is www.tobocdeals.com.

1.2 Interpretation

1.2.1 References to a “person” and words denoting a natural person shall be construed as a reference to any individual, firm, company, corporation, society, trust or any association or partnership (whether or not having a separate legal personality).
1.2.2 The words importing singular shall include the plural and vice versa.
1.2.3 References to any gender shall include the other and the neutral gender.
1.2.4 The headings and sub-headings in this Agreement are for the convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement

2 THE ARRANGEMENT

2.1 Discount to be made available to TOBOC Associates

2.1.1 It is hereby agreed by the Parties that TOBOC Associates shall be entitled to discount upon the showing of:
a. The Membership Card by the Member.
b. The Coupon confirming right to avail such discount received by the Member from TOBOC Deals.
c. An Email or Text Message confirming right to avail such discount received by the member from TOBOC Deals.
d. Letter in original issued by TOBOC introducing them as Business Associate, by the Business Associate.

2.1.2 That the said Discount shall be made available to TOBOC Associates on all business days, without any restrictions..
2.1.3 No tax or charges shall be chargeable in respect of such amount of discount.

2.2 Obligation of the Business Partner to Communicate its Chains.

2.2.1 The Business Partner must ensure that the all its Chains are well informed about the arrangement under this agreement immediately on signing of this agreement and in any event prior to effective date of this agreement.
2.2.2 The person in charge of the respective Chains shall be well informed by the Business Partner about the basic information as to nature of business of TOBOC as well as TOBOC Deals enabling them to provide appropriate response in the event of any Visitor puts forth certain general questions about TOBOC B2B Market Place or/and TOBOC Deals.

2.3 Representative of the Parties

Each Party shall nominate one of its employees as its representative for interaction with other party under this Agreement. Any change will be notified by written communication to the other party.

3 TERM

This Agreement shall come into force effective from the time the Business Partner publish the first Coupon. This time will be limited to a period of one month from the time of signing the contract and the duration of this Agreement shall be for a period in months mutually agreed by both the parties from such effective date, subject to earlier termination, if any, in accordance with the terms of this Agreement.


4 TERMINATION

4.1 This Agreement is terminable any time during the term by giving a written notice of 30 (Thirty) days to the other party.
4.2 Termination of this Agreement shall not relieve the Business Partner of its obligations to provide Discount as agreed for under this Agreement for commitment made by TOBOC Deal prior to such termination.
4.3 That on termination of this Agreement, it shall be the duty of TOBOC Deals to inform all Members who are interested in availing Discount as to the termination of this Agreement.

5 CONFIDENTIALITY AND NON DISCLOSURE

Parties shall maintain confidentiality of the confidential information of the other Party. It is specifically agreed that any information about TOBOC Deals, TOBOC B2B Market Place and TOBOC Deals Associates which is received by the Business Partner and/or its employees shall amount to confidential information under this Agreement and shall not be divulged by the Business Partner or its employees to any 3rd Party which will lead to an adverse effect on TOBOC Deals, TOBOC B2B Market Place, their business or Associates. It is further agreed that this clause shall remain in force during the term of this agreement and for a period of five years- thereafter.


6 LIABILITY AND INDEMNIFICATION

It is agreed that in the event of any complaints from any of TOBOC Associates, which can be attributable to the default or failure of the Business Partner or its employees to fulfill their obligation under this Agreement or by not abiding by the terms and conditions of this Agreement, the Business Partner shall be solely responsible for any liability on that account. It is agreed that in case if the complaint is resolved by TOBOC Deals or TOBOC B2B Market Place, all expenses, cost and liability incurred for the same shall be indemnified by the Contracting Party, provided the same is intimated to them in writing once such complaint has been received by TOBOC Deals or TOBOC B2B Market Place.


7 GOVERNING LAW AND RESOLUTION OF DISPUTES

Any dispute which may arise under this Agreement shall be governed by the laws of Republic of India and the courts in Bangalore shall have the exclusive jurisdiction to try any disputes that may arise between the Parties from this Agreement therein.


8 MISCELLANEOUS

8.1 Notices: All notices to be given hereunder by either Party to the other Party shall be made in English and in writing, delivered personally or by mail or courier service against written acknowledgment confirming receipt at office address as mentioned above or to such other address or to such other person as any Party hereto may direct by giving prior intimation.
8.2 Assignment: Neither Party shall have the right to assign, sell, transfer or otherwise dispose of any of its rights and obligations as mentioned in this Agreement. Any such assignment, sale, transfer, etc. shall be null and void.
8.3 Severability: In the event that any of the terms or provisions of this Agreement is determined to be illegal or unenforceable or in conflict with regulations or rulings of authorities, governmental or other, or otherwise unenforceable, or if any provision or term of this Agreement should become illegal or unenforceable at any time hereafter, then all other provisions of this Agreement shall be severable and shall remain valid, binding and enforceable in accordance with their terms, and the Parties agree and undertake to substitute any provision which shall be determined to be or which shall become illegal or unenforceable by another suitable provision.
8.4 Exercise of Rights: No delay or omission or failure to exercise any right or remedy provision provided for herein by any of the Parties shall be deemed to be a waiver to the exercising such right or remedy.
8.5 Entire Agreement: This Agreement shall set forth all the promises, agreements, conditions and understandings between the Parties and shall constitute the entire Agreement between the Parties with respect to the subject matter hereof and subsequent addition(s), amendment(s) or deletion(s) hereto made by the Parties shall be valid and binding on the same being reduced in writing.
8.6 Separate Entities: Nothing in this Agreement shall constitute or be deemed to constitute one Party as agent of the other Party for any purpose whatsoever, and neither Party shall have the authority or power to bind the other Party or to contract in the name of and create a liability for or against the other Party in any way or for any purpose whatsoever. Either Party shall not depict that they are the representatives of the other Party in any manner whatsoever.