This Agreement (“Agreement”) is made and executed at Mumbai in 2023 and is effective from the date of Dealer registration in the app by company. (Effective Date”)
BY AND BETWEEN
SUPPORT PRIVATE LIMITED (CIN U95221TN2023PTC159180) a company incorporated under the provisions of the Companies Act, 2013, having its registered office situated at 45/ 30 GF Kuppu Moorthy Street, Tripilicane Chennai 600 005 and corporate office at SB38, 2n Floor, High Street Mall, Majiwada, Thane West, Thane 400607, represented by its Director Mr Piyush Gadhire (hereinafter referred to as “OneClick”/the “Company” which expression shall, unless it be repugnant to the meaning or context thereof, be deemed to mean and include its successors and permitted assignees) of the First Part;

Whereas:
OneClick is engaged in the business of providing extended warranty /Screen Protection and other plans of after sale services for home appliances, all types of lifestyle and gazettes and consumer electronic goods.
Dealer is engaged in the dealing all types of consumer/mobile electronic goods.
OneClick desires to promote and market its extended warranty and other products Plans and the Dealer has represented that it has necessary experience in the promoting and marketing of such products and has skilled staff for such activities.
Based on the representation of the Dealer, OneClick appoint the Dealer and Dealer agree for such appointment.
The Parties are now desirous of recording the terms relating to the above arrangement and understanding and hence these presents for recording the aforesaid.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND CONFIRMED BY AND BETWEEN THE PARTIES AS FOLLOWS: -
Appointment
OneClicksupport hereby appoints the Dealer as its “Dealer” for extended party service products (hereinafter referred as “Product”) and dealer accepts such appointment. The appointment as the Dealer is non-exclusive and does not imply granting of a specific geographic area. OneClick reserves absolute right to increase or reduce the number of Dealers in the proximity of the Dealer’s outlet at any time without prior notice.

RESPONSIBILITIES OF ONECLICK
One Click shall:

Furnish to the Dealer an initial quantity of marketing brochures; user instruction and after-sales service pamphlets and other material to assist the Dealer in the promotion and sale of the Products.
Furnish to the Dealer technical assistance, information concerning the Product including price list and keep the Dealer informed of new information concerning the Product.
Keep updated regarding terms and conditions of products including insurance policy terms and conditions.
Provide necessary support as may be required by the Dealer from time to time.
The Company shall maintain Product extended warranty insurance all the time. The Company shall provide sufficient number of pamphlets or marketing material, pre-printed form and terms and conditions of product warranty to the Dealer.
On receipt of payment, the Company shall immediately credit product to the dealer account.
The Company shall immediately on receipt of details of sales of product, take necessary action for providing extended warranty to the customer and provide details of the same to the dealer.
In case, the Company found form is not properly filled or incomplete form, it shall immediately raise the issue with the customer and the dealer.
On receipt of complaint from the customer, the Company shall provide all necessary support and services to the customer without any loss to the dealer.
RESPONSIBILITIES OF THE DEALER
Dealer shall promote and market the product of the Company on the terms & conditions at such price which is recommended by the Company. In case Dealer want to sell the Product to another Dealer, the Dealer must first notify the Company in writing of the name and address of such a dealer, and it shall not close the sale until it has received written confirmation from the Company.
The Dealer shall not sell the Distributed Products to other dealers, unless it has furnished to the Company in writing, the name and address of such a dealer and received the prior consent of the Company in respect of the sale so proposed.
The Dealer shall use its best efforts to promote, advertise and sell the Products. It shall, in particular:
Train and maintain a sufficient qualified and competent staff to promote and sell the Product,
Inform all information including benefits of the product to the customer
Before selling the product, obtain all information about product to be covered and fill the necessary information in the form or system
Do not provide any false promise or untrue information and promises to customer in order to market the product.
Provide all features and exclusions, term and conditions of the product to the customer so that the customer can take proper judgement before buying the product.
Provide necessary support to the customer for logging after sale complaint or to avail the benefit or service of the product as and when required during the validity period of the product.
The Dealer shall at all times conduct its business in such a manner as to enhance the reputation and credibility of the Company and the Products. It shall, in particular:
Refrain from participating in any unlawful, unfair, deceitful, illegal or immoral practice and refrain from selling the Products to any other Dealer or organization, which has recourse to such practices.
Present the product in a true, fair and appropriate manner. For such purpose, the Dealer shall not disparage the Company and the products and shall not make statements concerning the features or capabilities of the Products which may not be in accordance with those described in this documentation.
PURCHASE AND PAYMENT TERMS
In order to sell the product of Oneclicksupport Extended warranty, Screen protection & other plans The dealer will require to make payment or recharge up the in application provided by company. Post payment, screenshot to be sent to the registered email address of the Company. The same will be credited to dealer account immediately on receipt of the payment.

SALE OF PRODUCT
Dealer shall promote the product to the customer. Once the customer agree to purchase the product, the dealer shall update the correct customer details in the app of oneclicksupport . The dealer shall ensure the customer data filled in the app correctly viz. name, address, email address and mobile of the customer, name, brand and code of the product, serial number, date of purchase, copy of purchase invoice and other details as mentioned in the form. Post sale of the product, the dealer shall issue proper invoice to the customer with a copy of the same to be attached in the application to the Company. Process for sale of product and activation of warranty will be as per Annexure I.

CONFIDENTIALITY
The Dealer acknowledges that any information concerning the Company and the Product including, without being limited thereto, the organization of the Company, or its business transactions, the customer lists, the sales practices, the operational procedures and practices, the technical data for the Distributed Products and software, whether they be the property of the Company or granted under license to the Company by third parties, are of vital interest to the Company and shall be kept confidential by the Dealer in all circumstances. Further, this agreement shall be considered to be confidential information. Accordingly, the Dealer undertakes, for the term of the agreement and for a period of 5 years after its termination, notwithstanding the reason therefore, not to:

Disclose, publish or disseminate any confidential information,
Use any confidential information for its own account,
Authorize any other person to disclose, publish or disseminate written confidential information, including appropriate markings of confidential written information.
TERM AND TERMINATION
The present agreement is for an indefinite term.
Either party may terminate the agreement at any time by giving 30 days advance notice in writing or through electronic mail to the registered email address of the party with or without any reason.
Further, the Company may terminate this agreement if the Dealer fails to fulfil any of its obligations as defined herein.
The Company reserves the right to terminate if the dealer mis-sell the product or give wrong promises to the customer or pressurize the customer to buy the product or sale the product in unlawful manner.
The Company shall also be entitled to terminate the agreement by registered letter with acknowledgement due or by electronic mail to registered email address in the event of judicial settlement, liquidation of property, insolvency, winding-up, provisional suspension of proceedings or any other procedures for the collective or judicial purging of the Dealer.
The Company may terminate the agreement if Dealer doesn’t make payment of the product.
In the event of termination of this agreement, the Company will be entitled to refuse all or part of the orders received from the Dealer with the notice of termination but prior to the effective date of the termination.
On the effective date of termination of the agreement:
The Dealer shall within 3 days of termination of agreement, send the statement of account and other information as may be requisitioned by the Company for settlement of account.
The Dealer shall cease to use the trademarks and trade names of the Company, in respect of the Products.
WARRANTIES
Service warranty and insurance will be covered under the product and the Dealer shall not provide any warranty over and above the warranty provided in the product.

INDEMNITY
Dealer shall indemnify the Company for sale of any product through misrepresentation or fraud. Either party shall be liable to indemnify other party due to loss incurred by the other party on account of failure to comply with the terms and conditions of this agreement and extended warranty terms and conditions.

GENERAL CLAUSES
Amendment or Modification: Any amendment or modification to this Agreement must be mutually agreed upon in writing and signed by duly authorized representatives of both the Parties. Modification or amendments in any other form are void.
Assignment: Neither Party can assign its right(s) under this Agreement without obtaining the prior written consent of the other Party.
Authority:The individuals executing this Agreement represent and warrant that they are empowered and duly authorized to execute this Agreement on behalf of the Parties they represent. Each Party represents and warrants to the other Party that it is authorized to execute this Agreement and is competent to discharge the obligations under this Agreement.
Confidentiality:Each Party shall keep all confidential information provided to them by the other Party excepting only such information as is already generally known to the public and that they shall not release, use or disclose of the same except with the prior written permission of the other Party or if required by law or an order from court. However, either Party will be entitled to divulge the information to those who are directly concerned or as may be necessary in order to obtain certain information necessary for the performance of their obligations.
Counterparts:This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same agreement.
Dispute Resolution:All disputes and differences which may arise out of or in connection with this Agreement and which are not mutually settled between the Parties shall be finally settled by Arbitration in accordance with the provisions of (Indian) Arbitration and Conciliation Act, 1996 by a single Arbitrator mutually appointed by the Parties. The seat of such Arbitration shall be at Mumbai, India and the language shall be English. The Award shall be final and binding upon the Parties.
Entire Agreement:This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof. It supersedes any and all other agreements, either oral or in writing, between the Parties hereto with respect to the subject matter herein.
Non-Exclusivity:Parties agree that this Agreement is Non-Exclusive and nothing in this agreement restricts either Party from collaborating or entering into any agreement with any third party or the parties relating to matters within the scope of this Agreement or any other matter.
Force Majeure :If the performance of any obligations by any Party as specified in this Agreement is prevented, restricted, delayed or interfered by reason of force majeure then notwithstanding anything contained hereinabove, the Party affected shall be excused from its performance to the extent of such performance related to such prevention, restriction, delay or interference and provided the Party so affected uses its best efforts to remove such cause of non- performance and when removed the Party shall continue performance with utmost urgency. For the purpose of this article “Force Majeure” means and includes fire, explosion, cyclone, floods, war, revolution, blockage, pandemic or embargo, any law, order, demands or requirements of any government or statutory authority, strikes, which are not instigated for the purpose of avoiding obligations herein or any other circumstances beyond the control of the Party affected.
Governing Law & Jurisdiction:This Agreement and any matter relating to this Agreement shall be governed by and construed in accordance with the laws of India and shall be subject to exclusive jurisdiction of the courts at Mumbai.
Implementation:The responsibility for the implementation of activities pursuant to the framework established by this Agreement lie with the Parties, each of which has designated a representative by written notice or e- mail to the other Party. Each Party may designate different or additional persons as its representatives.
Language of the agreement:This Agreement has been executed in the English Language which shall be the binding and controlling language for all communications and matters relating to the meaning or interpretation of this Agreement.
Limitation of Liability:Neither Party is liable for loss of profits, business interruption, loss of business information, economic loss or any other indirect, incidental, consequential or special loss or damage, even if the loss or damage was caused, or contributed to, by that Party’s negligence or breach of this Agreement.
Notices & Notifications: All notices, requests, demands, or other communication required or permitted by the terms of this Agreement will be given in writing and delivered to the parties at the following address by Registered Post/Speed Post/Electronic Communication specified below:
To OneClick

Name- ONECLICK SUPPORT PRIVATE LIMITED

Address 45/ 30 GF Kuppu Moorthy Street, Tripilicane Chennai 600 005

For the attention of: -----------

Email address:

To Dealer

Name-

Address-

For the attention of -

Email Id-

Publicity and Usage of Logo: No party shall publicize the terms of this Agreement in any advertising, marketing or promotional materials without prior written consent of the other Party.
Relationship of Parties:Nothing in this Agreement is intended to establish or create a partnership, joint venture or other formal business’ entity between the Parties and neither of them has any authority to bind the other in any way. This Agreement neither constitutes any Party the agent of the other Party nor any employer-employee relationship.
Severability:In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will never the less continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Successors and Assigns:The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and its connected persons, affiliates, provided that no rights or obligation herein shall be assigned by both the parties without the prior written consent of the other Party.
Interpretation:Headings are inserted for the convenience of the parties only and not to limit, alter or affect the meaning of this Agreement. Any terms used in a singular or plural sense shall also be construed to include vice versa. All references to gender or number in this Agreement shall be deemed interchangeably to have a masculine, feminine, neuter, singular or plural meaning, as the sense of the text requires.
Waiver: The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions
Parties have gone through all the terms and conditions set out in this Agreement and understood the mutual rights and obligations detailed herein. The Parties hereby confirm that they are signing this Agreement with full knowledge of all the laws, rules, regulations, notifications.