Terms Of Service - The Redhoney Group

You must be 18 years or older to use our Services.
You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the on-boarding process.
You may not use The Redhoney Group’s services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of India.
General Conditions, you must read, agree with and accept all of the terms and conditions contained in this Client Agreement and the Privacy Policy beforehand.
You expressly understand and agree that The Redhoney Group shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the services.
In no event shall The Redhoney Group or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, The Redhoney Group partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, or access to the Service without the express written permission by The Redhoney Group.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any to The Red Honey Group’s clients, employee, member, or officer will result in immediate client termination.
The failure of The Redhoney Group to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and The Redhoney Group and govern your use of the Services, superseding any prior agreements between you and The Redhoney Group (including, but not limited to, any prior versions of the Terms of Service).
Fraud: Without limiting any other remedies, The Redhoney Group may suspend or terminate your services if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the firm.

Questions about the Terms of Service should be sent to [email protected]

PAYMENT OF FEES

There are different payment term options available, and depending on the payment term decided with The Redhoney Group the client has to pay on the pre-decided monthly, quarterly, half-yearly or yearly terms.
The client has to pay with-in 7 days from the date of Invoice, or he/she risks the chance of termination of some or all services.

All fees are exclusive of all state and central taxes, service, sales tax or other taxes, fees or charges now in force or enacted in the future (“Taxes”).The Redhoney Group does not provide refunds.

MODIFICATIONS TO THE SERVICES AND PRICES

Prices for The Redhoney Group services are subject to change upon 14 days’ notice from The Redhoney Group. Such notice may be provided at any time by sending the changes to the clients email address.

The Redhoney Group shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.TERMS OF CLIENT AGREEMENT

This Merchant Client Agreement (“Agreement”) is between you, the “client”, together with any company or other business entity you are representing, if any,

And

The Redhoney Group, a company incorporated under the provisions of the Companies Act, 1956, having its registered Office at New Delhi 110025 hereinafter called “merchant”

This Agreement comes in to effect when you agree to use The Redhoney Group services. By signing this agreement, you signify your absolute and unconditional consent to all the provisions of this agreement in their entirety. This agreement constitutes a legally binding agreement between Client and Merchant. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use the Services and notify the same to The Redhoney Group.

Client and Merchant are hereinafter collectively referred to as “Parties” and individually as the “Party”.

“Agreement” means the terms and conditions as detailed herein including all schedules, appendices, annexures, Privacy Policy, and will include the references to this Agreement as amended, notated, supplemented, varied or replaced from time to time.”Services” means the services provided by The Redhoney Group, detailed in Annexure A

REPRESENTATIONS AND WARRANTIES:
1. It is duly organized, validly constituted under the laws applicable to it and is in good standing and that it has full authority and necessary approvals as required under law, contract and its charter documents to enter into this Agreement and to perform its obligations hereunder according to the terms hereof.
2. The execution and delivery of this Agreement and the performance by it of its obligations under this Agreement have been duly and validly authorized by all necessary corporate or other action as may be required by it.
3. This Agreement constitutes legal, valid, and binding obligation of such Party, enforceable against it in accordance with the terms hereof.
Rights & Obligations
1. Each Party shall be responsible for all actions of its employees, agents and representatives arising from this Agreement.
2. The Merchant may provide a monthly report on the Services to the client. The terms and conditions of the report would be mutually agreed upon between the Parties.
Renewals & Terminations
1. This Agreement may be renewed for successive periods of one (1) year each subject to both Parties’ written approval and subject to such terms and conditions mutually agreed between the Parties.
2. Either Party may terminate this agreement forthwith by notice in writing to the other Party:
  1. If the other Party has committed a material breach of this Agreement and has failed to remedy that breach within 30 (thirty) days of being requested to do so.
  2. if the other Party takes any step or action or institutes any legal proceedings for its winding-up, liquidation or dissolution or is unable to pay its debts as they become due or enters into any arrangement with its creditors or ceases to carry on business;
  3. For Force Majeure, in accordance with Clause 11; or
  4. Without assigning any reason, by giving the other Party a prior written notice of 30 (thirty) days.
3. Termination of this Agreement shall be without prejudice to any rights accrued by Parties prior to termination hereof.
INTELLECTUAL PROPERTY RIGHTS
1. Each Party agrees and acknowledges that all the copyrights, trademarks, proprietary and/or licensed software, service marks and trade secrets (“Intellectual Property”) of each Party while conducting the business contemplated under this Agreement shall always belong to such respective Party.
2. All Intellectual Property rights in any material in any form that the Merchant creates or develops specifically for the client (“Creation”) shall be and remain client’s sole and absolute property for any and all purposes, and the Merchant acknowledges that it does not, and shall not claim to have, any legal title to or interest in any such Creation or other such document, either under this Agreement or otherwise. The Merchant acknowledges that it shall make no use whatsoever of the client’s Intellectual Property or any Creation (except in any advertisements, promotional material, collaterals relating to the services offered by it or any other publicity material for itself) without client’s prior written consent.
3. Each Party agrees that it shall not do or commit any acts of commission or omission, which would impair and/or adversely affect the other Party’s rights, ownership and title in its Intellectual Property or the reputation / goodwill attached to its trademarks, trade names, and corporate name.
4. Nothing stated herein shall constitute an agreement to transfer, assign or license or to grant any Intellectual Property of any Party to the other Party. Neither Party shall use the Intellectual Property of the other Party other than in accordance with Clause 7.2, without the prior written consent of the other Party.
CONFIDENTIALITY: The Parties agree that the content of this Agreement and all other information whether in tangible or intangible form, exchanged during the Term of this Agreement with each other including but not limited to working methods, operations, systems, customer base, methods, processes, product(s), business plans, technical design data and their derivatives shall constitute confidential information and shall be treated as confidential and proprietary (“Confidential Information”). Such Confidential Information shall not be used for any other purposes other than for carrying out the objectives of this Agreement or be divulged to any third party except if required under law or for obtaining legal advice relating to this Agreement. Both Parties will adopt procedures to ensure that such Confidential Information is kept confidential at all times by their employees, consultants, directors and associates. Provided that these restrictions shall not apply in respect of such Confidential Information that:
1. Becomes generally available to the public other than as a result of disclosure by the disclosing party or by the disclosing party’s representatives;
2. Was available to the receiving party on a non-confidential basis prior to its disclosure to the receiving party by the disclosing party or its agents, advisors or representatives;
3. Becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or its agents, advisors or representatives when such source is entitled, to the best of the receiving party’s knowledge, to make the disclosure to the receiving party;
4. Is independently developed by receiving party without the use of any Confidential Information, provided that the receiving party is able to satisfactorily demonstrate to the disclosing party such independent development; or
5. Is disclosure made under any law for time being in force or any statement called upon, by the Government or any regulatory authority under any statute, order or decree of competent court, provided such disclosure is made with prior intimation to the disclosing party.
ASSIGNMENT
1. Neither Party shall assign transfer or sub-contract the rights or obligations under this Agreement, in whole or in part, without the prior written permission of the other Party.
2. However, such permission for assignment shall not be required in events such as takeover, merger, amalgamation or any such restructure or re-composition which requires requisite approval of the competent court. Further in any such event the concerning Party shall promptly (no later than 15 days) inform the other Party of commencement/ initiation of legal proceedings vis-à-vis such an event.
BREAKDOWN OF PLATFORMS: The Merchant shall not be liable for any delay or failure in the performance by it under this Agreement if and to the extent such delay or failure is caused by a technical or other failure of the third party applications, client application, client website and other third party Platform(s) for reasons that are beyond the anticipation and control of the Merchant.
FORCE MAJEURE: Neither Party will be liable for any delay or failure in performance to the extent the delay or failure is caused by events beyond the party’s reasonable control, including, without limitation, fire, flood, Act of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, (“Force Majeure”) If a Party’s performance of the obligations are suspended due to an occurrence of a Force Majeure event (which is mutually agreed by the Parties) for a period beyond 30 (thirty) days, the other Party may terminate this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION:
1. All disputes arising under this Agreement shall be resolved amicably by the Parties. If such dispute is not resolved amicably within seven (7) days then the same shall be referred to arbitration. All disputes and questions whatsoever which may arise either during the continuance of this Agreement, between the Parties hereto or their respective successors or assigns as the case may be- shall be referred to the arbitration of a single arbitrator and such arbitration shall be conducted in English and the place of arbitration shall be New Delhi. The Sole Arbitrator shall pass a reasoned award in writing, which shall be final and binding upon the Parties. The arbitration shall be governed in all respects by the provisions of the Arbitration and Conciliation Act, 1996 or any other statutory modification or re-enactment thereof for the time being in force.
2. This Agreement will be governed by, and construed in accordance with the laws of the Republic of India and the Parties hereby submit to the exclusive jurisdiction of the Courts of Delhi.
NOTICE: Any notice, demand, communication or other request to be given or made under this Agreement shall be in writing and any reference to the term “notice”, “notified” and words of like import shall be deemed to include a requirement that the said notice is required to provide in writing. Such notice shall be delivered by hand, registered post, reputed courier service to the Party to which it is addressed at such Party’s address as set forth on the first page of this Agreement. Parties may also deliver notices under this Agreement by way of email at the addresses mentioned below. A Party shall forthwith (and in any event within no later than 5 (five) days from the date of change of its address for notices), notify the other Party of the change in its address for notices.
PRESS RELEASE: The Parties shall not make any announcement regarding this Agreement or its content unless both the Parties have given their prior written consent to such announcement and have approved the text / contents thereof in writing.
AMENDMENTS: This Agreement may be amended mutually as and when required during its subsistence by the Parties hereto, and all such amendments shall be in writing and signed by both the Parties.
HEADINGS:The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
SEVERABILITY: If any provision(s) of this Agreement is held to be prohibited, unenforceable or are declared or found to be illegal, unenforceable, or void in any manner, or for any reason, then the remainder of the provision and/or the remaining provisions of this Agreement shall continue to be valid, legal, in full force and effect and enforceable and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable, void or illegal provisions, as nearly as is practicable to such invalid, illegal, void or unenforceable provision.
ENTIRE UNDERSTANDING: This Agreement contains the entire arrangement, agreement and understanding of the Parties that relates to the subject matter hereof.

ANNEXURE A –

SERVICES

Brand Identity and Consultation: Red Honey will contract the brand identity of the product/service. This can include, but is not limited to the logo, packaging, letterheads, literature and other miscellaneous collaterals as needed for the successful marketing of the brand.

Strategic Alliances and Collaboration: Red Honey will connect your business to other businesses, where it sees the opportunity for a fitting and mutually beneficial relationship. This can include, but is not limited to vendors, dealers, influencers and other complementary product/service providers.

Digital Strategy and Social Marketing: Red Honey will work to establish/run/strategies (as per contractual agreement) the digital presence of your brand/business. This can include, but is not limited to the brand’s social media pages (Facebook, Instagram, Twitter, and LinkedIn etc.), customer communication, page query management, digital ads (paid) and e-commerce listings.

Media and PR: Red Honey will manage the brand’s PR and advertising on traditional as well as new media (Digital). This can include but is not limited to magazines, newspapers, billboards and radio for traditional media and Digital ads, native advertising and influencer marketing for new media.

SEO and PPC: Red Honey will manage the brand’s SEO and PPC. This can include but is not limited to, Google AdWords and website rankings.

Web Design and Development: Red Honey will provide for the brand Information Technology services (period defined by contractual agreement) the brand’s website. This can include but is not limited to, building the website, designing the website and building a communication system for consumer interaction.

Content and Graphics: Red Honey will design/write/photograph the collaterals needed for digital and traditional marketing efforts. This can include but is not limited to, posts, blogs, videos, articles and listings.

Analytics and Optimisation: Red Honey Group analyse data provided by the Brand to and construct road-map to optimise the brands performance. This can include but is not limited to, Mix Model marketing, key word analysis, Customer Acquisition management, loyalty analysis and predictive modelling.