These general terms and conditions (“General T&Cs”) outline the agreement between Upgrid Solutions Private Limited (including its wholly owned subsidiary, Upgrid Electrilease Private Limited) (“Company”) and the driver (“Driver”) regarding services by Company to the Driver (“Company Service(s)”). The specific terms related to each Company Service are detailed in the E-Vehicle Modification, Battery Leasing and Swapping Agreement (“Driver Agreement”). Together, the General T&Cs and the specific terms outlined in the Driver Agreement (“Specific T&Cs”) constitute the complete agreement between the Parties regarding the Company Services. The General T&Cs and Specific T&Cs are collectively referred to as the “Conditions.” Company and the Driver are referred to as the “Parties” collectively and as a “Party” individually. Any capitalized terms not defined in the General T&Cs will have the meanings assigned to them in the Driver Agreement. The Company shall have the right to modify/amend the terms of the Driver Agreement and General T&Cs including the Battery Rental Charges or any other related payment charges by giving Driver 1 (one) day prior notice.
- Term: The Conditions contemplated shall come into force on and from which the Driver started procuring Company Services(s) on the date mentioned in the Driver Agreement, whichever is earlier (“Effective Date”) and shall remain in existence, until terminated by either Party in accordance with the term hereof (“Term”).
- Scope of Services: During the Term, Company shall provide various Services to the as per the scope of services mentioned in the Driver Agreement.
- Driver Covenants: (a) The Driver shall provide to the Company such details as required by the Company including the Vehicle related information as prescribed in Driver Agreement. (a) The Driver acknowledges that the Company shall be entitled to track his/her usage of the Batteries, collect his/her location information through Global Positioning System and other tracking mechanisms installed in the Batteries. (b) The Driver shall, if required by the Company, e-sign Driver Agreement and pay the Security Deposit through a unified payment interface. The driver will be able to collect the Battery from any of the Designated Stations of the Company. (c) The Company reserves the right to amend the list of Designated Stations at any point of time and shall on a best-efforts basis intimate the Driver of such amendment/ modification in the list of Designated Stations.(d) The Driver hereby agrees and covenants that he/she shall not recharge the Batteries from any place other than at the Designated Stations/ other authorized stations of the Company and through any person other than the swap station operator/ staff/ employees at the authorized stations/ Designated Stations (as the case may be) and shall not attempt to recharge the Batteries by himself/ herself or through anyone other than the staff at the Designated Stations. (e) The Driver shall be entitled to collect and retain only a set of maximum 2 (two) Batteries from the Company at a time and the Driver shall pay the Battery Rental Charges to the Company at the time of collection of such Batteries. The Driver shall not be entitled to receive a second set of 2 (two) Batteries from the Company unless he/she returns the first set of Batteries to any one of the Designated Stations. (f) The Driver represents and warrants that he is only a permitted user of the Batteries and shall not claim any title, ownership or other interest of any kind, except as provided for in the Conditions. The Driver also undertakes that the Batteries shall remain the property of the Company, even when they are in the possession of the Driver. (g) The Driver hereby acknowledges that the Company's technical specifications, Batteries, brand name, Battery fitting procedure, their use are Intellectual Property of the Company and agree not to infringe the same. The Driver hereby agrees and represents that, without prejudice to the general provisions set forth above, he/she shall not attempt to either by himself/ herself or through another person/ entity modify, copy, manufacture, repair, reverse engineer, add, altercate, with the Battery/ Global Positioning System and any such act shall be considered a violation of the Intellectual Property of the Company. The Driver acknowledges that he/she shall not, by himself or otherwise, hold any right in the name of the Company or attempt to use any trademark, registered or unregistered, of the Company. (h) The Driver undertakes to compensate the Company to the extent of the full value of the Batteries (irrespective of its usage history) in case of any damage to theft/fire of the Batteries and / or retrofitting equipment or reverse-engineering, or anything that reduces the life of the Batteries (“Compensation Amount”). The minimum Compensation Amount payable by the Driver shall be equal to cost of per battery. (i) The Driver shall link his mobile number with Aadhar number. The Driver shall immediately inform the Company in writing in case of any change in his/her address or his mobile number. Any failure to do so shall attract immediate termination of the Contract. (j) The Driver ensures and agrees that any carbon credits attributable to the improvements in the business shall be owned by the Company and the Driver shall have no rights or claims over the same. (k) The Driver represents and covenants that while driving the Vehicle with the Batteries provided by the Company, he shall not drive the Vehicle rashly or negligently and he shall not be under the influence of any kind of intoxicant (including but not limited to any kind/ form of liquor/ drugs, etc) while operating/driving the Vehicle and shall at all times follow/comply with the Applicable Laws, including, inter alia, the relevant traffic rules, driving laws, guidelines for safe driving. The Driver further covenants that he shall follow all safety precautions while using the Batteries and shall be solely responsible for any accident or damage caused while driving the Vehicle (including battery possession and not limited to state of driving). The Company shall not be responsible for any liability, whatsoever arising as a result of such or any other actions of the Driver. (l) The Driver acknowledges the neither the Company nor their directors, employees, affiliates, agents, shall be responsible for any damage caused to him / her, his /her Vehicle, his / her passengers or any third-party arising out of his / her operation of the Vehicle and/ or any damages, losses, and/or injury, suffered by the Driver pursuant to performing its obligations during the Term and in accordance with this Conditions and/or usage of the Batteries or otherwise. The Driver agrees to defend and hold harmless the Company from any such claims brought against the Company by a third-party. (m) The Driver himself shall be responsible for the safety and security of the Batteries provided by the Company and undertakes to keep the compartment used for carrying/ storage of such Batteries/Battery in the Vehicle locked at all times. (n) The Driver shall not dispute any amendment or modification to the Battery Rental Charges effected by the Company by providing notice under the Driver Agreement. (o)The Driver covenants to abide by all the terms and conditions which are shared with him from time to time or provided on the mobile application. All the Drivers are provided with the access to the Battery Smart android application without any additional charges. The access to the application allows the driver to access their account, recharge the wallet, pay the penalty, raise complaints and locate the nearby stations for battery swapping. (r) Driver shall only take swap from the Company-authorized station and under no circumstance shall charge the batteries by himself. Any unauthorized charging shall leads to penalty and termination.
- Driver’s Representations and Warranties: The Driver has been duly authorized and empowered to execute the Conditions for the purpose of binding himself/herself to the Conditions. Its execution and performance for the purpose of Conditions do not require any third-party consents or governmental approvals, filings, registrations or permits that have not already been obtained and will be maintained during the Term. The execution and performance of this Condition by it does not and will not violate any contract or other arrangement between it and any third party, or any applicable law or regulation.
- Indemnification: (a) The Driver (“Indemnifying Party”) agrees to indemnify, defend and hold the Company, its affiliates, associates, director, officers, employees, agents, representatives (“Indemnified Party”), harmless from and against losses, claims, demands, actions, liabilities, costs, interest, damages and expenses of any nature whatsoever (including all legal and other costs, charges and expenses) incurred or suffered by the Indemnified Party, arising out of: (i) any wrongful or negligent act or omission of the Indemnifying Party; (ii) any breach, default, contravention, non-observance or non-performance, by the Indemnifying Party, of the terms and conditions, obligations, undertakings, representations, warranties or covenants under this Conditions; (iii) any breach of Applicable Law, rules, regulations, legal requirements by the Indemnifying Party; (iv) any fraud, legal actions, ceasing of Vehicle (due to actions of the Driver) and any such act caused by the Driver; (v) any act, omission, breach, default, or negligence, whether under tort, contract or statute, including by virtue of any claim made by third parties as a result of any act, or negligence, omission, on the part of the Driver, its representatives or Drivers; (vi) any damage to the Battery/ or equipment of the Company caused as a result of any act, or negligence, omission, on the part of the Driver, its representatives or Drivers; (vii) any breach or violation of Intellectual Property of the Company or intellectual property of any third party by the Indemnifying Party and (viii) any third party action or claim made against the Indemnified Party, by reason of any actions undertaken or omission to take any action by the Indemnifying Party under the Conditions. (b)The rights, powers, privilege and remedies provided here are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law. (c) The Driver acknowledges that the Company shall not be responsible for any damage/ injury caused to him / her and/or his / her Vehicle and/or his/her passengers/Drivers or any third-party arising out of his / her operation of the Vehicle while using the Batteries or otherwise. The Driver agrees to defend and hold harmless the Company from any such claims brought against the Indemnified Party by a third-party.
- Termination and Grounds of Termination: (a) The Company reserves the right to terminate this Conditions for convenience, by giving a 7 (Seven) days prior notice to the Driver. (b) In case the Driver breaches the obligations enshrined herein or violates the Battery Usage Policy, the Company reserves the right to terminate the Conditions by providing a 7 (Seven) days’ notice in writing via SMS, WhatsApp or system generated call to Driver. In such cases, the Company shall not refund the Security Deposit and Sign-Up amount and may, at its discretion adjust penalties payable at the Driver’s end, if any. The Conditions shall be terminated once any of the below grounds are triggered: (i) unauthorized charging of the Battery by the Driver. This includes charging of Battery at home or other place not authorized by the Company. (ii) Any amount of penalty for damage or leave penalty is due as per the policy for more than 30 (thirty) days. (iii) Any amounts of Battery swaps which have not been paid at the Driver’s end. (iv)Misbehaviour with the Company officials at Company designated swapping stations or any other place. (v) Continuous absence in regular swaps and not returning the Company assets when going on long leaves for more than 5 (five) days. Drivers are required to take regular swaps and not keep the battery with them for more than 5 (five) consecutive days without swap. This may result in the termination of the Conditions. In a case where a Driver requires a leave, the Driver is advised to submit the Battery at the Company designated place for battery submission, this will prevent termination. (vi) Attempt to make any changes in the Company fitted retro fitment kit which includes metre, electrical wiring harness or Battery. Using Battery for any purpose other than running the vehicle. (vii) If the Driver commits breach of any of the terms specified under this Conditions, any other guidelines issued by the Company or any applicable law. (viii) In case of any damage caused to the Batteries or upon any failure to maintain the Batteries in a good/proper working condition; or (ix) In case of any failure on behalf of the Driver to return the Batteries in proper working condition to the Company; or (x) In case of any failure on behalf of the Driver to pay any Battery Rental Charges, Dues, or any other charges/payment. (c) In case of termination of this Conditions, the Driver shall immediately within a period of 1 (one) day return any and all Batteries, chargers (if any) and other fittings such as retrofitting equipment in his possession to the Company and shall pay the Dues or any other outstanding charges/payments to the Company, if any, as provided under Conditions or such fines and penalties including Compensation Amount, if any. (d) Notwithstanding anything provided under Conditions, the Company shall refund the Security Deposit to the Driver within 30 (thirty) days of termination of the Conditions after adjusting the outstanding Dues and/or other charges, if any. (e) In case, the Conditions are terminated by the Driver for any reason whatsoever or by the Company for cause, then the Sign-up Charge paid by the Driver shall be forfeited or be retained by the Company, as the case may be.
- Intellectual Property: (a) All rights not expressly granted herein are hereby reserved by and to the Company, and for avoidance of doubt, the Driver acknowledges that the Company has the sole right to license and control the Driver’s use of the technical specifications of the Batteries, the brand-name on the Batteries, the process of fitting the Battery in the Vehicle, service mark, trademark, name, brand name, logo, word mark, device mark, business format, and technical know-how of the Company associated with the business, Services of the Company and its Batteries (“Intellectual Property”). The Driver acknowledges that the Company shall remain the sole and exclusive owner of the Intellectual Property and may act in that respect at its sole discretion without any duty or obligation to the Company. The Driver acknowledges that it has not acquired any right, title, control, or interest in such Intellectual Property and shall not infringe or use or make any attempt to violate such Intellectual Property of the Company for any purpose whatsoever during the term of the Conditions or at any time thereafter. (b) The Parties agree that all the Intellectual Property already developed and/or owned by each Party as on the date of this Conditions shall continue to vest with the concerned Party. Further, the Parties acknowledge and agree that all Intellectual Property rights, in and to all methods, inventions, discoveries, designs, works, materials, software, source, executable or object code, documentation, methods, apparatus, systems, reports and documents and likewise aspects, conceived, made, created or discovered by it either alone or in conjunction with any other person(s), during the course of the Driver Agreement/Conditions and/or obtaining the Services, shall become and remain the exclusive property of the Company. (c) Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the intellectual property of the other Party, without prior consent of the other Party. In addition, the Parties undertake not to infringe the intellectual property of any third party.
- Confidentiality: Parties shall not disclose and shall keep and render a faithful account of all proprietary, business secrets and Confidential Information of each other, shared by the Parties during the course of business transactions. The Driver shall always maintain strict confidentiality and is strictly prohibited from disclosing any private, Confidential Information or proprietary information of the Company or its directors, employees, vendors, customers, agents and any other person/entity having a business relationship with the Company at any time thereafter unless expressly permitted by Company in writing.
- Advertisement: The Driver agrees and acknowledges that the Company may advertise or market the Batteries/ its business by any medium including, without limitation, by putting sign-boards, neon signs, stickers and flyers on the Vehicle. The Driver shall not object to the same and shall not be paid any fees/remuneration in case the Company uses its Vehicle for advertising the business.
- Exclusivity: During the term of this Conditions, the Driver shall not enter into any similar Conditions with any third party for renting Batteries or procuring any Services which is/ are similar to the Company’s business.
- Severability: If any provision of this Conditions is held to be illegal, invalid, or unenforceable under any present or future Applicable Law: (a) such provision or part thereof shall be fully severable; and (b) the remaining provisions of this Conditions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from to the extent permissible under Applicable Law.
- Governing Law and Dispute Resolution: This Conditions shall be construed in accordance with the applicable laws of India. Any dispute arising out of or in connection with this Conditions shall be settled by mutual negotiation between the Parties and in case such dispute is not settled within 30 (thirty) days of such negotiations beginning, then either Party may approach the courts for dispute resolution. The Courts at New Delhi, India shall have exclusive jurisdiction over such disputes.
- Relationship between Parties: Nothing in this Conditions is deemed to constitute a partnership between the Parties or constitute any Party as the agent of the other Party for any purpose. The Parties agree that the Driver is not and shall not be deemed to be an employee, agent, consultant or any other form of service providers of the Company, at any time, by virtue of anything contained in the Conditions.
- Assignment: Driver shall not assign its rights and obligations hereunder, without the prior written consent of Company.
- Force Majeure: Neither Party shall incur any liability or shall be deemed to be in breach of the Conditions due to any event beyond the reasonable control of such party (“Force Majeure”), including but not limited to an act of god, fire, strikes, acts of war, riots, acts of terrorism, pandemic/epidemic or governmental prohibition(s). If the Force Majeure conditions continue for more than 15 (fifteen) days, either Party may terminate the Conditions by giving a written notice to the other Party.
