These terms and conditions should be read carefully by the Member (as defined below) as they provide the legal framework against which the Company (as defined below) agrees to provide Services (as defined below) to the Member and
to which the Member agrees to be bound.
1. Definitions and Interpretation
1.1 In these terms and conditions (the “Terms and Conditions”) the following words and phrases shall have the following respective meanings unless the context requires otherwise:
1.1.1 “Affiliate” means, with respect to any person or entity, any person and/or entity controlling, controlled by or under common control, directly or indirectly, with such first person or entity;
1.1.2 “Agreed User” means a specified individual within a Member’s family or personal staff notified by the Member to the Company in writing as having such Member’s express authority to instruct the Company to provide Services on the Member’s behalf;
1.1.3 “Company” means CribLife Private Limited, a company registered and incorporated under the laws of India (company number U74999DL2107PTC312965) whose registered office is C1 Ansal Villas, Satbari, Chattapur, New Delhi, 110074;
1.1.4 “Goods” means any goods purchased by or supplied to the Company on behalf of a Member and subsequently provided to the Member under the Terms and Conditions which goods shall be deemed to have been purchased by the Company as agent for the Member;
1.1.5 “Member” means the individual, partnership, corporation, trust or other entity that has been accepted and approved as a member by the Company;
1.1.6 “Membership Fee” means the annual fee charged by the Company to the Member for membership;
1.1.7 “Payment Card” means credit card or debit card;
1.1.8 “Service Fee” means the Rate charged by the Company to the Member for the provision of its Services pursuant to the terms of clause 4 herein;
1.1.9 “Services” means any services provided by the Company to the Member or sourced by the Company from a Supplier for the Member and subsequently provided to a Member under the Terms and Conditions including the purchase of Goods on behalf of the Member; and
1.1.10 “Supplier” means any third party supplier with whom the Company liaises in sourcing certain Services while acting as agent on behalf of the Member.
1.2 In these Terms and Conditions:
1.2.1 Words denoting the singular shall include the plural and vice versa;
1.2.2 Words denoting one gender shall include all genders;
1.2.3 Any reference to a statutory provision shall include any amendment, replacement or re-enactment thereof; and
1.2.4 The headings of clauses are intended for convenience only and shall not affect the interpretation of the Terms and Conditions.
2. Membership
2.1 The Company has absolute discretion to accept or reject any candidate for membership for any reason or no reason whatsoever. The Company will notify a Member in the event the Member’s candidacy for membership has been accepted. Where candidacy for membership has been rejected, the Company is under no obligation to disclose its reasons for rejecting such candidate.
2.2 The Company shall not be deemed to have accepted the membership of a candidate until full payment of the Membership Fee has been received in cleared funds from the Member in accordance with clause 3 hereto.
2.3 Following receipt of the Membership Fee, membership shall commence on such date as notified to the Member by the Company (the “Effective Date”).
2.4 Acceptance by the Company of an application for membership constitutes a binding contractual agreement between the Company and the Member upon these Terms and Conditions commencing from the Effective Date.
2.5 Membership is personal to the Member and cannot be transferred or assigned to any third party; provided, however, that the identity of Agreed Users may be changed upon written notice to the Company. The Company may transfer or assign its rights and delegate its obligations under these Terms and Conditions at any time, subject to giving the Member fourteen (14) days’ prior written notice of such intention to transfer, assign or delegate.
2.6 In the case of the death of a Member, the Member’s personal representatives should notify the Company of the Member’s death. The Company will then inform the personal representatives of any necessary documentation it requires in order to arrange for a refund of the unused balance of the Membership Fee together with any unused monies held in the Member’s Client Fund Account to the Member’s personal representatives. Such a refund will be calculated on a time apportionment basis in respect of the unused period of membership.
3. Membership Fees and Renewals
3.1 Membership is conditional on payment in advance and in full of the Membership Fee, or (where agreed in advance in writing with the Company) on payment in full of a quarterly installment of the Membership Fee.
3.2 The Membership Fee (or installment) shall be paid in full in advance and on each one (1) year anniversary of the Effective Date (or, in the case of installments, on each three (3) month, six (6) month and nine (9) month anniversary of the Effective Date) using a Payment Card, bank transfer or cheque, as communicated to the Company in writing in advance by the Member.
3.3 Except where the Company gives its prior written consent, it will not accept payment of the Membership Fee by any method other than those stated in clause
3.4 Where the Member has chosen to pay by Payment Card and the Company fails to receive such payment for any reason (including by virtue of the credit limit of the Payment Card having been exceeded or the Payment Card having been cancelled), the Company shall be entitled to terminate the Member’s membership pursuant to clause 7.1 without prejudice to its other rights in respect of such nonpayments.
3.5 Membership will automatically renew on each one (1) year anniversary of the Effective Date (the “Renewal Date”) unless otherwise cancelled or terminated by the Member or the Company in accordance with these Terms and Conditions. The Member authorizes the Company to deduct renewal Membership Fees by using the Payment Card and/or with any unused amount standing to the credit of the Member’s Client Fund Account (as defined in clause 6.1) up to thirty (30) days prior to, or at any time after each, applicable Renewal Date. If the Membership Fee (or any quarterly installment) remains unpaid after the due date for payment, all monies owing to the Company under these Terms and Conditions will become due and payable immediately. Such monies will include any unpaid balance of (i) the Service Fee; or (ii) the Membership Fee in respect of the Member’s current year of membership.
3.6 The Company may add up to a three percent (3%) handling fee in respect of payments of the Membership Fee or Service Fee made by credit card. Where a Member makes payment of the Membership Fee or Service Fee by debit card, the Company may charge a handling fee of 40 rupees per transaction. If at any time and for any reason whatsoever, such handling fee shall exceed the maximum rate permitted to be charged by the Company under applicable law, such handling fee shall be reduced to the maximum rate permitted to be charged under applicable law.
3.7 Upon the first Renewal Date and at any time thereafter, the Membership Fee may be increased by the Company from time to time. The Company shall give the Member not less than thirty (30) days’ written notice (the “Notice”) prior to any such increases.
3.8 The Membership Fee shall be payable by a Member irrespective of the Member’s level of use of the Services or any changes in the Member’s personal circumstances, such as moving to another city or country.
3.9 The Member shall pay the Membership Fee (or quarterly installment) in full without any discount, deduction, set-off or abatement whatsoever. If the Member fails to make payment within thirty (30) days following the applicable due date then, without limiting any other right or remedy available to the Company, the Company may:
3.9.1 freeze the Member’s membership and withdraw the continuation of Services to the Member;
3.9.2 cancel the membership pursuant to clause 7.1.2; and/or
3.9.3 charge the Member interest on all overdue payments from the due date until payment is received in full (and both after as well as before judgment) at the annual rate of three (3) percentage points above the base lending rate of the India Prime lending rate from time to time (such interest accruing daily).
3.9.4 Any additional service fees will be paid by an agreed Payment Card at the time of booking including an applicable taxes and pre-payments necessary to deliver the Service.
4. Opening hours
4.1 With the exception of Indian bank holidays and days on which the Company is closed, the Company’s normal business hours are 9.00am to 6.00pm Indian Standard Time, Monday to Saturday (“Normal Business Hours”). The Company may be available to provide Services to Members outside these hours. Normal Business Hours may be lengthened or shortened in the absolute discretion of the Company. Members will be notified of any changes to the Normal Business Hours in writing no later than thirty (30) days prior to the intended implementation of the change.
5. Services
5.1 The Company will provide the Services to the Member on condition that all requests are for lawful personal services, as determined in the sole and absolute discretion of the Company.
5.2 The Company is entitled to act on instructions received from an Agreed User as if they were instructions received directly from the Member.
5.3 The terms and conditions governing the provision of certain services, for example, party or event organisation, property searching or sourcing of staff members for Members, may be supplemented by additional agreements, which will be sent to Members upon requesting such services. The provision of such services will not commence until the Company receives such agreement duly signed by the Member.
5.4 Acting in its sole and absolute discretion, the Company reserves the right, without liability hereunder, at any time and from time to time to:
5.4.1 refuse to provide any Service requested; and/or
5.4.2 withdraw the continuation of any Service; provided that the Company informs the Member of any refusal or withdrawal as soon as reasonably practicable.
5.5 Except where Services are to be provided by the Company, the Company may subcontract with Suppliers in procuring the Services to be provided to the Members. The Company will communicate with Suppliers on a Member’s behalf unless it considers that it is more appropriate under the circumstances for the Member to contact the Supplier directly, in which case the Company will advise the Member accordingly.
5.6 Suppliers may impose their own terms and conditions in providing the Services and Members are required to comply with such terms and conditions. Unless otherwise agreed by the applicable Supplier, a Member shall be financially liable and shall not be entitled to cancel any Service requested where, on a Member’s instructions, performance has already begun.
5.7 Where the Company receives instructions from a Member to obtain tickets to a sold-out event (“the Event”), the Company will liaise with Suppliers to source and purchase such tickets. Members acknowledge and agree that such tickets may be purchased at a premium to their face value.
5.8 Where tickets to an Event have been purchased pursuant to Clause 5.7 and the Event is subsequently cancelled for any reason, the Company will work with the Supplier and/or the original vendor, as applicable, to seek a refund of the face value of the ticket(s) . Reimbursement to the Member will be limited by and subject to the terms and conditions of such Supplier and/or the original vendor, as applicable, and the Member will be reimbursed for the ticket purchase only to the extent and in the amount that the Supplier and/or the original vendor, as applicable, actually provides a refund of the ticket price. For the avoidance of doubt, in no event will the Company provide a refund of the ticket price (or any premium) where the Supplier and/or the original vendor do not actually provide a refund of such ticket price.
5.9 Where a Member decides to cancel tickets arranged on the Member’s behalf by the Company, the Company will not arrange refunds of: (1) the price paid for the tickets and any booking fee; or (2) the cost of any ancillary expenses involved in purchasing the tickets.
5.10 Where the Company, as principal, supplies products, which are made to a Member’s personal specification or are perishable in nature, such products will not be returnable by Members under any circumstances.
5.11 Where a Member requests the Company to purchase Goods on his behalf, the Member agrees that such Goods will be purchased by the Company as agent for the Member and accordingly any contract of purchase will be entered into between the Member and the relevant Supplier.
5.12 Where a Member requests the Company to make Supplier recommendations the Company shall provide independent and unbiased advice to the Member in relation to those Suppliers. The Company may receive commissions or referral fees from Suppliers as a result of a Member’s decision to use that Supplier and the Member agrees that the Company may retain such commissions and referral fees.
5.13 Where a Member requests that the Company purchases Goods on the Member’s behalf, the Member agrees that the Company may charge mark- up fees, handling charges and any other reasonable fees incurred in the purchasing of such Goods to the Member (for example, when the Company has a trade account with a supplier or has sourced a ‘sold out’ item).
5.14 Where a Member request that the company represent the member to other third parties such as a PR, Consultants, Marketers for tasks and request made the company, the company will always confirm terms of engagement with the member 5.15 Where Members request for out of office meetings where travel is required the member shall be billed the expense on actuals
5.16 The company can only advice and recommend, all request are made by Members on the sole discretion of the member. The company shall not take responsibility of the outcome. The company shall however endeavor to check and ensure the third party vendor deliverables agreed on behalf of the Member.
6. Payments to Suppliers
6.1 The Company offers an expenses account (the “Client Fund Account”) to each Member at no extra charge, whereby the Member’s funds are held in a separate designated account. From time to time, the Company may request that Members make a deposit (“the Deposit”) to the Client Fund Account on specified dates. Where a Deposit is not made as requested, the Company may decline to provide any further Services to the Member until such Member has made the required Deposit to the Client Fund Account. All monies held in the Client Fund Account shall not earn interest.
6.2 If the Member fails to make the required Deposit on the specified date as requested by the Company then, in addition to the remedy set forth in clause 6.1 and without limiting any other right or remedy available to the Company, the Company may:
6.2.1 suspend the provision of any Services to the Member (where payment for such Services would otherwise be made from the Member’s Client Fund Account) until the required Deposits are made; or
6.2.2 cancel the Member’s membership pursuant to clause 7.1.2.
6.3 A Member may at any time request that the balance of any monies contained in the Client Fund Account be distributed by the Company to the Member. Such a request must be in writing and signed by the Member. The Company will release the balance of any monies in the Client Fund Account, without interest, to the Member within thirty (30) days of receiving the written request provided that all amounts due and owing to the Company from the Member have been paid in full.
6.4 The Company may use the monies contained in the relevant Member’s Client Fund Account in order:
6.4.1 to make payments to a Supplier on the Member’s behalf;
6.4.2 upon prior request from the Member, to pay an Invoice; and/or
6.4.3 upon termination or cancellation of this Agreement, or upon monetary default by the Member, use all or a portion to pay any and all amounts due and owing to the Company by the Member.
6.5 A complete breakdown of all transactions into and out of the Member’s Client Fund Account will be provided in the statement of account, which will be sent to Members each month.
6.6 The Company may provide the Member’s Payment Card to the Supplier for the purpose of making payments to a Supplier on the Member’s behalf on condition that a Member has requested and authorised the Company to do so. In such circumstances, Members acknowledge, warrant and agree that:
6.6.1 the Company shall have no liability in respect of or be responsible in any way for any unauthorised use of a Member’s Payment Card by such Supplier;
6.6.2 the Payment Card used will be that of the Member; and
6.6.3 the Payment Card will be sufficient to cover in full the cost of the Goods or Services supplied by the Supplier.
6.7 From time to time a Member may instruct the Company to make a restaurant reservation on his behalf.
Where such reservation is subsequently cancelled by the Member, the Member authorises the Company to charge to his Payment Card the amount of any deposit forfeited by the Company as a result of such cancellation.
6.8 The Member accepts that the balance of any monies held within the Member’s Client Fund Account may be at risk in the event of the collapse of the bank at which they may be held and the Company accepts no liability for the loss of the Member’s Deposits in such circumstances.
7. Cancellation and Suspension of Membership
Cancellation by the Company 7.1 The Company reserves the right, in its sole and absolute discretion, to cancel the membership of the Member, at any time with immediate effect in the following circumstances:
7.1.1 where a Member commits a material or repeated breach of these Terms and Conditions, other than non-payment, and the breach, if capable of remedy, is not remedied within seven (7) days of receipt of a written default notice;
7.1.2 if any part of the Membership Fee or Service Fee remains unpaid thirty (30) days after its due date for payment, or Deposit to the Client Fund Account is not made by the Member as requested by the Company pursuant to clause 6.1; or
7.1.3 if a Member provides the Company with details which the Member knows to be false when applying for membership or fails or omits to disclose material information and the false declaration or material omission would have reasonably affected the Company’s decision to grant membership. Where such cancellation of Membership occurs, the Company cannot guarantee a former Member will be successfully re-admitted as a Member at any time following cancellation. If the Company terminates for any of the reasons in this clause, it reserves the right to retain a portion of the money paid under these Terms and Conditions to cover any reasonable costs incurred, including lawyers’ fees and/or other legal expenses.
7.2 In addition to the termination rights set forth in clause 7.1, the Company may cancel membership of the Member for any other reason whatsoever, upon thirty (30) days’ prior written notice of cancellation to the Member. Where the Company cancels membership pursuant to this clause, it shall refund the balance of the Membership Fee on a time apportionment basis in respect of the unused period of Membership, together with any unused monies held in the Client Fund Account, provided that all amounts due and owing to the Company by the Member have been paid in full. Cancellation by the Member
7.3 A Member shall not be entitled to cancel membership during the initial twelve (12) month period.
7.4 The Member is entitled to cancel membership by giving not less than one (1) month’s written notice prior to each anniversary of the Effective Date. For the avoidance of doubt, if such notice is not received from the Member within such period, the Company may proceed to invoice the Client and process payment of the Membership Fee and the Member’s entitlement to cancel in respect of such Member’s membership for the following year will lapse.
7.5 A Member shall be entitled to cancel the Membership with immediate effect in the event that the Company commits a serious or repeated breach of these Terms and Conditions by serving written notice on the Company specifying details of the breach; provided that, where the breach in question is capable of remedy, such written notice shall specify a period of not less than thirty (30) days for the Company to remedy such breach and, in such case, cancellation of the Membership shall only take effect on expiry of such period specified in the written notice where the Company has failed to remedy the breach by such date.
8. Liability
8.1 The Company warrants that it will, at all times, exercise reasonable care and skill in providing the Services and, as far as reasonably practicable, such provision will be in accordance with the Member’s written requests and instructions.
8.2 Where the Company engages a Supplier to procure Services for a Member, it will use reasonable care and skill in selecting and engaging the Supplier. Except as otherwise provided in clause 8.1, the Company does not provide any recommendations or representations or offer any warranties (express or implied), including, but not limited as to, the quality, merchantability or fitness for a particular purpose or otherwise of the Goods or the standard of Services supplied.
8.3 Members should note that the successful sourcing of Suppliers is always subject to availability and may change from time to time without notice. If any Supplier becomes unavailable, the Company will use reasonable efforts to locate a substitute Supplier. The Company shall not be responsible for any actions of its Suppliers.
8.4 Members must solely rely on their own judgment and discretion in selecting and using the Services offered by any such Supplier and in entering into any contracts with such Supplier. Any Goods or Services provided by the Supplier will be governed by the contract formed between the Member and the Supplier. The Company will not be responsible for any Goods or Services provided by the Supplier but will cooperate with Members in any subsequent dealings with Suppliers.
8.5 Any contracts which Members enter into with Suppliers, either directly or through the Company as agent is independent of and not connected to or subject to these Terms and Conditions. The Company disclaims any and all liability for any act or omission of any Supplier or any loss incurred by a Member as a result of any act or omission of a Supplier.
8.6 On occasions, the Company may be asked to make recommendations to Members. However the Company makes no warranties or representations (express or implied) as to such recommendations and specifically, without limiting the foregoing, does not warrant that such recommendations are or will be accurate or that they will be to the Member’s satisfaction. Members must make and rely on their own enquiries in relation to such recommendations. The Company accepts no liability for any Goods or Services provided to a Member in the course of acting upon such a recommendation and the Member hereby waives any claim or right to assert a claim against the Company with respect thereto.
8.7 To the fullest extent permitted by applicable law, the Member shall defend, indemnify and hold harmless the Company and its Affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind including reasonable legal fees and the cost of enforcing this indemnity (“Claims”) arising out of or resulting from: (a) bodily injury; (b) death of any person; (c) any claim of any kind (actual or threatened) by an Employee (as defined in clause 10.1 below) which arises directly or indirectly as a result of any actions or inactions by any Member or Agreed User and/or as a result of the Company following any instructions or requests by any Member or Agreed User, or (d) damage to real or tangible, personal property, in each case to the extent such Claims arise out of or relate to this Agreement, the Services, the Member, an Agreed User and/or the Member’s or any Agreed User’s property; provided, however, that no such indemnification by Member shall apply in the event such Claims arise out of the Company’s gross negligence, willful misconduct, or material breach of the Company’s material obligations under this Agreement.
8.8 Subject to clause 8.7, the Company will not have any liability to the Member for any claim to the extent that such claim arises out of, is in connection with the Company’s Services, or can be characterized as a claim for (or arising from):
8.8.1 loss of revenue or profits;
8.8.2 loss of business opportunity or loss of contracts;
8.8.3 loss of goodwill or injury to reputation;
8.8.4 indirect, incidental, consequential, exemplary or special loss or damage; or
8.8.5 anticipated savings.
8.9 The Company shall not be liable to the Member and will not be deemed to be in breach of these Terms and Conditions for any delay in performing, or failure to perform, the Services where such delay or failure is due to causes or events beyond the Company’s reasonable control.
8.10 Applicable law may not allow the limitation of liability as set forth in clause 8 of these Terms and Conditions, so limitation of liability may not apply to the Member. If any part of this limitation of liability in clause 8 is found to be invalid, inapplicable or unenforceable for any reason, then the aggregate liability of the Company and its Affiliates in such circumstances for liabilities that otherwise would have been limited shall not exceed the greater of one hundred pounds (Rs1000) or the amount in the aggregate paid by the Member to the Company with respect to the transaction for which such liability is claimed (provided such amount shall not be in excess of Rs5Lac). Under any and all circumstances, Members are solely responsible for making their own arrangements for the payment or insurance of any excess loss.
8.11 The Member shall provide reasonable assistance to the Company, its Affiliates and their legal advisers with regard to any past, present or future legal or regulatory matters which arise out of relate to this Agreement or the Services, and/or in respect of which the Member or its officers, directors, partners, employees or any Agreed User has knowledge, including but not limited to (a) responding fully and promptly to all requests made by the Company, its Affiliates and/or its legal advisers at any time for information, documentation, witness evidence (oral and/or written) and/or other evidence required in connection with the defence or pursuit of legal or regulatory action brought by or against any third party and (b) informing the Company voluntarily and completely of all facts that constitute, or might constitute, material breaches by any person of any of the Company’s ethical standards or legal obligations as soon as reasonably practicable after such facts come to the Member’s attention.
9. Confidentiality
9.1 The Company warrants that it will keep secret any confidential information that the Company possesses concerning the Member (the “Confidential Information”) using a degree of care equal to the degree of care that the Company uses in connection with the treatment of its own confidential information, but in no event less than reasonable care. The Company will not, during the term of this Agreement or for any time after the termination or expiration of this Agreement copy, publish, use or disclose a Member’s Confidential Information except that such Confidential Information may be disclosed (i) to employees or Suppliers on a need to know basis and as may be reasonably required in connection with the performance of the Company’s obligations under this Agreement; or (ii) in connection with the defence of any action; or (iii) as authorised by the Member or by this Agreement. If the Company is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information of the Member, the Company will reasonably cooperate with the Member and provide the Member with notice of such request(s) as soon as reasonably possible so that the Member may (at its expense) seek an appropriate protective order.
9.2. The term “Confidential Information” shall not include information that (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any breach of these Terms and Conditions by the Company, (ii) at the time of disclosure is, or thereafter becomes, available to the Company on a non -confidential basis from a third -party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Company by any contractual obligation, (iii) was known by or in the possession of the Company prior to being disclosed by or on behalf of the Member, or (iv) was or is independently developed by the Company without reference to or use of any of the Member’s Confidential Information.
10. Employment, Engagement or Solicitation by Member of Employees of the Company
10.1 For the purposes of this clause 10, an “Employee” means any employee of the Company or its Affiliates or any person whose services are supplied to the Company or its Affiliates (whether directly or through some other entity). The provisions of this clause 10 shall apply where the Member directly or indirectly employs or engages, offers to employ or engage, or solicits or entices Employees away from the Company or any of its Affiliates.
10.2 The Member shall promptly notify the Company in writing (and in any event prior to having any discussions with any Employee) in the event that it wishes to employ or engage, or to solicit or offer to employ or engage, any Employee. The Member shall not employ or engage, or solicit or offer to employ or engage, any Employee without the prior written consent of the Company, to be given or withheld by the Company in its sole discretion. If the Member employs or engages, or solicits or offers to employ or engage, any Employee who provided Services to such Member within the period of twelve (12) months prior to the earlier of the commencement of such employment or engagement, or the date of such solicitation or offer, the Company, in its sole discretion, shall be entitled to: 10.2.1 Charge a fee representing forty-five percent (45%) of the Employee’s annual basic salary or Fee including for these purposes any guaranteed bonus (in each case, as in effect at the later of the date of such solicitation or offer or the date of termination of the Employee’s employment or engagement with the Company or its Affiliates) plus Taxes; and/or
10.2.2 Cancel the Member’s membership with immediate effect upon written notice to the Member and the Member will not be entitled to a reimbursement of the unexpired portion of the Membership Fee; provided, however, the Company will reimburse any unused amount on Deposit in the Member’s Client Fund Account within thirty (30) days of the effective date of such cancellation.
10.3 The obligations in this clause 10 shall survive any termination of membership.
11. Data Protection
11.1 The Company may periodically produce a newsletter or other publication which may be posted to Members at the Company’s discretion. If the Member does not wish to receive such publications by post, the Member should instruct the Company accordingly in writing.
11.2 To ensure that Members maximise their membership benefits, the Company may send Members information by post or email detailing forthcoming events and such other benefits, offers, products or services which they may be entitled to or interested in as a Member. If the Member does not wish to receive such information, the Member should instruct the Company accordingly in writing.
11.3 The Company may contact Members who have not used their membership recently to offer services or may contact Members to seek their opinion on how the Services offered may be improved. If the Member does not wish to be contacted in this way, the Member should instruct the Company accordingly in writing.
12. General
12.1 These Terms and Conditions are governed by and shall be construed by the laws of India. Any dispute arising out of or in connection with these Terms and Conditions shall be referred to and finally resolved by arbitration. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be India. The language to be used in the arbitral proceedings shall be English. The arbitrator(s) sitting in any dispute or controversy arising hereunder shall not have the authority or the power to modify or alter any express condition or provision of these Terms and Conditions to render an award which by its terms, has the affect of altering or modifying any express condition or provision of this agreement, and the arbitrators’ failure to comply with this provision shall constitute grounds for vacating an award. Where an arbitral claim is brought under these Terms and Conditions in relation to a claim under an indemnity, the parties agree that the Tribunal should award costs to the successful party on an indemnity basis. Notwithstanding the foregoing, any party hereto may seek interim or provisional equitable relief in a court specified in India prior to the commencement of an arbitration proceeding without waiving his right to demand or proceed to arbitration herein, in order to enjoin the breach or threatened breach of any of the terms and provisions hereunder.
12.3 The Company may vary the Terms and Conditions from time to time and will notify Members in advance at least thirty (30) days prior to any variation.
12.4 Where Members wish to raise any queries, concerns or complaints with the Company, it should write to the Company at C1 Ansal Villas, Satbari, Chattapur, New Delhi, 110074
12.5 If any court of competent jurisdiction, arbitrator or arbitration panel finds any provision (or part of any provision) of these Terms and Conditions to be unenforceable, the remaining provisions shall be unimpaired and the unenforceable provision or partprovision shall be reformed without further action by the parties and only to the extent necessary to make such provision valid and enforceable and to achieve the like fundamental benefits, effect and economic intent of such provision.
12.6 No person, firm, corporation, partnership, business entity or business organisation, except as specifically provided for herein, shall be deemed a third party beneficiary under this Agreement.
12.7 Except as expressly agreed otherwise by the Member and the Company in writing, the Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all agreements or understandings, whether written or oral, between the parties with respect to such subject matter. Except as expressly agreed otherwise by the Member and the Company in writing, no other right exists between the parties and none shall be implied from conduct or otherwise.
12.8 Any provision of these Terms and Conditions which, by its nature, would survive termination or expiration of this agreement will survive any such termination or expiration of this agreement, including, but not limited to clauses 8 (Liability), 9 (Confidentiality), 10, 11 (Data Protection) and 12.
12.9 All notices required or permitted under these Terms and Conditions shall be made in writing and, if to the Member, at the address the Member may specifically indicate to the Company in writing that all notices are to be sent; if to the Company, at its principal office or to such other location that the Company may indicate in writing from time to time.
12.10 Except as otherwise provided in Clause 12.3, the Company shall not be bound by any amendment, supplement, cancellation or discharge of the Terms and Conditions except if the same is in writing and signed by an authorised officer of the Company.
12.11 All waivers of any of the Terms and Conditions by the Company or the Member must be in writing. Any delay or failure by the Company or the Member to exercise a right or privilege under the Terms and Conditions, or a partial or single exercise of that right or privilege shall not constitute a waiver of that or any other right or privilege. CribLife Lifestyle Man