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Online Agreement for Partner Program

This Agreement for business support services (hereinafter called ‘Agreement’) effective from 1ST June 2019, by and between

No Frills Sports Tech LLP., an entity incorporated under Indian Laws and having its registered office at 109, Bank Street, Meerut Cantt - 250001 hereinafter referred to as “NFS”, which expression unless repugnant to the context and meaning thereof, shall be deemed to include its successors and assigns, of the ONE PART;
AND
Institutional Partner, of the OTHER PART;
Hereinafter collectively referred to as “Parties” and individually as a “Party”.

WHEREAS:
  • NFS, a sports distribution company is supplying branded Sports equipment and infrastructure related services; and
  • The Institutional Partner is involved in education, sports coaching, sporting clubs, including organizing sporting activities, hereinafter referred to as the “Academy”; and
  • The Institutional Partner has expressed interest in availing services of procuring sports equipment, gear and infrastructure on an ongoing basis subject to the tenure defined from time-to-time.
NOW THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS
  • “NFS Partner Program”, as referred to hereinafter shall mean and include business of providing on an ongoing basis, branded sports equipment, sports infrastructure and allied services for academy use to the Institutional Partner.
  • “Relationship Manager” as referred to hereinafter shall mean,
  • A representative from NFS responsible for;
    • assistance in sourcing sports equipment and allied activities for the Partner.
    • guide and assist in technical knowledge about available products in the market.
    • providing quotations on a timely basis
    • assisting the partner in customised product requirements
  1. “Loyalty points” as referred to hereinafter shall mean and include credits available for accumulation and redemption by way of discounts on subsequent invoices, dynamic in nature and governed by marketing Annexure updated from time-to-time.
  2. “Easy returns“, referred to hereinafter as return of goods received by Partner which are not required by them. Returns policy would be driven by returns terms and conditions defined by respective manufacturers and brands, which may override the terms agreed upon under this agreement.
  3. “Price match Guarantee” as referred to hereinafter shall mean an intent of NFS to match the cost of goods and services quoted by vendors supplying similar products. Handling and transportation charges wherever applicable may not form part of the terms.
  4. “Sponsorship” as referred to hereinafter shall mean an arrangement to provide sponsored gear to One member enrolled in the Academy on a one-time basis and specifically governed by Annexure 2 forming part of this Agreement.
  5. “Products” as referred to hereinafter shall mean products and services manufactured or provided by respective companies that NFS has tied up with. The primary liability of the product shall lie with the manufacturer or brand owner as the case may be.
This Agreement shall be effective and binding upon the Parties for a period of three (3) months from the effective date of this Agreement, be extendable automatically on mutual consent and will run conterminously with contracts (hereinafter referred to as “Partner Contracts”) that are signed between the parties.
  • TERMINATION:
    • Either Party may terminate this Agreement in the event that the other Party (i) is unable to pay its debts when due; (ii) makes any assignment or composition for the benefit of creditors; (iii) has appointed or suffers the appointment of a receiver or trustee for its business, property or assets; (iv) files or has filed against it any petition under the bankruptcy or insolvency laws that is not finally decided within sixty (60) days of such filing; or (v) is adjudicated bankrupt or insolvent.
      • It is understood that in the event of either of the parties holding the opinion that the other party has not complied with any or all of the obligations required of the latter under this Agreement, the former shall serve a notice in writing to the latter, specifying the nature of the breach committed by the latter and requiring the latter to submit an explanation within ten days of receipt of the said notice. If the latter party does not respond to the notice or submits an explanation thereto, which is not satisfactory to the former party, the former party may notify the later party of its intention to terminate the arrangement. Such notice will be valid and binding on the latter party if it is in writing and sent in the manner contemplated under this Agreement. The Agreement will stand terminated on the expiry of fifteen (fifteen) days from the date of such subsequent notice to terminate and the parties will then be at liberty to resolve the dispute in accordance with the dispute resolution clause specified in this Agreement.
REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants that they are eligible to execute and undertake performance of this Agreement.
    INDEMNIFICATION:
    Except in respect of acts of wilful negligence or default by either party, both the parties agree to hold each other indemnified and harmless from and against any and all costs, expenses, charges, losses claims, damages, liabilities, demands, actions, suits, proceeding or investigations, paid suffered or incurred by, or made or instituted against, any one or more of the Indemnified Persons / Firms / Companies arising out of or only in connection with the businesses generated under this Agreement and  executed during the course of tenor of the Agreement.
    FORCE MAJUERE:
    Neither Party shall be liable for any failure or delay in performance under this Agreement due to Force Majeure and to the extent said failures or delays are caused by causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, performance failures of parties outside the control of the contracting party, governmental actions, provided that, force majeure will apply only if the failure to perform could not be avoided by the exercise of due care by the Party invoking this clause and such party does everything reasonably possible to resume its performance under this Agreement. A Party affected by an event of force majeure shall give the other Party written notice, with full details as soon as possible and in any event not later than three calendar days of the occurrence of the cause relied upon. If force majeure applies, dates by which performance obligations are scheduled to be met shall be extended for a period of time equal to the time lost due to any delay so caused. In the event of the force majeure conditions continuing beyond two weeks, the Parties shall review this Agreement and shall be entitled to terminate this Agreement.
    DISPUTE RESOLUTION:

    Any dispute or disagreement between the parties that are not mutually settled shall be resolved by reference to arbitration under the provisions of the Indian Arbitration and Conciliation Act, 1996 and such arbitration shall be conducted by a sole arbitrator under the aegis of the Arbitration Centre - Uttar Pradesh (Domestic and International). In the absence of consensus between the parties as to the name of an arbitrator from amongst the empaneled list of arbitrators at the said centre, the appointment may be made by the appropriate appointing authority under the Centre’s Rules.

    Subject to the above in the event that either Party wishes to obtain interim orders they shall submit unconditionally to the exclusive jurisdiction of the courts in Bangalore.

    SEVERABILITY:
    If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. The Parties shall nevertheless be bound to negotiate and settle an alternate clause that shall be as close to the intent of the original clause and which shall nonetheless be valid and enforceable.
    NO WAIVER:
    The waiver by either party of a breach or default of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege, operate as a waiver of any breach or default by the other Party.
    LAW & JURISDICTION
    This Agreement shall be subject to Indian law and jurisdiction of the courts of Meerut and the terms of this Agreement shall remain enforceable on parties, their successors and assigns.
    BINDING NATURE AND ASSIGNMENT:
    Both the parties shall not assign this Agreement without the prior written consent of the other Party.
    ENTIRE AGREEMENT:
    This Agreement, including the Recitals and Annexes, shall constitute the entire Agreement between the Parties and shall supersede all other and prior arrangements, Agreements, understandings etc., whether prior to the execution of this Agreement or after, unless the same is duly executed by the Parties as an amendment hereto and attached as a schedule to this Agreement, in exception of Annexes that are dynamic in nature.
    HEADINGS:
    The headings in this Agreement are indicative and shall not be taken into consideration for the interpretation or construction of this Agreement.
    ENTIRE AGREEMENT:
    This Agreement, including the Recitals and Annexes, shall constitute the entire Agreement between the Parties and shall supersede all other and prior arrangements, Agreements, understandings etc., whether prior to the execution of this Agreement or after, unless the same is duly executed by the Parties as an amendment hereto and attached as a schedule to this Agreement, in exception of Annexes that are dynamic in nature.
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