This Subscription Agreement (“Agreement”) is entered into between Nithiravya Private Limited, a company registered under the Companies Act, 2013, having its registered office at No.507, RMV 2nd Stage 3rd block, Bangalore, Bellary, Karnataka-560094 (hereinafter referred as “Company” or “Ziniosa”) and such natural person or legal person who shall be using the Website (defined below) or App (defined below) (hereinafter referred as “User”).
Ziniosa and User shall be individually referred to as a “Party” and collectively as “Parties”.
The Agreement shall establish terms and conditions under which the User will submit information to, and rent Products (defined below) from Ziniosa (hereinafter referred, singularly as “Service” and collectively as “Services”) via the website www.ziniosa.com (the “Website”) or through the mobile application [●] (the “App”).
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY BROWSING THE WEBSITE, SIGNING UP FOR A MEMBERSHIP OR RENTING PRODUCTS OFFERED ON WEBSITE OR APP, THE USER AGREES TO BE BOUND BY AND BECOMES A PARTY TO THIS AGREEMENT. IF THE USER DOES NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THE USER SHOULD NOT USE THE WEBSITE OR APP. ZINIOSA RESERVES THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGE WILL APPLY TO THE RENTAL OF ANY PRODUCTS AFTER THE DATE OF SUCH CHANGE.
In this Agreement unless the context indicates otherwise:
“Basic Plan” shall mean the Company’s basic Subscription Plan more particularly described at Ziniosa Subscription Plans(Basic Plan Details);
“Contract” shall have the same meaning as prescribed to it under the Indian Contract Act, 1872;
“Damage” shall mean any kind of loss which diminishes the commercial value of the Product or otherwise renders it unfit for use, including but not limited to, theft, alteration, improper treatment to the Product, burn and ripping off of the material of the Product;
“Entire Price” shall mean the Maximum Retail Price (MRP) of the Product in INR or in situations where such MRP is not available, the Manufacturer Suggested Retail Price (MSRP) or an estimated MRP in INR, as the case may be;
“Repair Cost” shall mean the actual or estimated expenditure that maybe incurred by the Company in repairing, replacing any parts and/or elements of whatsoever nature forming part of the Product, incurred by the Company to make good any Damage and render the Product fit for use;
“Late Fees” shall mean the additional fee payable per day by the User for each day of delay by the User in returning the Product to Ziniosa;
“Luxury Plan” shall refer to the Subscription Plan for luxury Products as more particularly described at Ziniosa Subscription Plans (Luxury Plan Details);
“Major” shall mean a person of such age as prescribed in The Indian Majority Act, 1875;
“Minor” shall mean a person who is not a Major;
“Minimum Commitment Period” shall mean a period of 1(one) month during which the User shall not be entitled to terminate the said Subscription Plan;
“Product” shall mean handbags, purses and such other accessories as the Company may offer to the User under a Subscription Plan;
“Refundable Security Deposit” shall mean the amount deposited by the User with the Company as an interest free security against a rented Product;
“Style Quiz” shall mean a questionnaire provided by Ziniosa to be filled in by the User to determine the Users’ preferences for making Product recommendations;
“Subscription Fee” shall mean the requisite fees to be deposited by the User to avail the Subscription Plan;
“Subscription Plan” shall refer to any of the monthly rental plans offered by Ziniosa from time to time;
This Agreement contains all the terms and conditions governing rental of Products from Ziniosa via the Website and/or App from time to time. The User agrees that the User’s general use of Website and/or App, other than rental orders as set forth in this Agreement, is subject in all respects to Website/App Terms of Terms & Conditions, which may change from time to time. No other terms or conditions (preprinted or otherwise) shall have any force or effect. In order to use the Services, the User will have to register with Ziniosa by creating an online user account on the Website and/or App (“Ziniosa Account”).
- RENTAL NOT PURCHASE
The User agrees and acknowledges that Ziniosa is merely offering the Product(s) on rent to the User under a relevant Subscription Plan and that the ownership of the Products shall remain with Ziniosa or its affiliates (as the case may be) at all times. By acceding to this Subscription Agreement, the User shall obtain only a limited right to use the Product strictly as per the terms and conditions contained in this Agreement including terms and conditions that are incorporated by reference in this Agreement.
- ADULT AGREEMENT REQUIRED
- The User acknowledges that he/she/it is competent to enter into a legally binding Contract under the Indian Contract Act, 1872 (hereinafter referred to as the “Contract Act”). Any person who is not competent under the Contract Act to enter into a legally binding Contract including minors, un-discharged insolvents, persons of unsound mind, etc. are not eligible to use the App and Website. By accessing or using this App or Website or the services rendered by this App and Website in any manner, the User warrants that the User is not a Minor. Ziniosa reserves the right to terminate the membership and/or refuse to provide the User with access to this App and/or Website if it is brought to Ziniosa’s notice or if it is discovered that the User is a Minor or is otherwise incompetent to enter into a legally binding Contract according to the provisions of the Contract Act (except if use of the Website and/or App is in accordance with Clause 4.2 below.)
- Products rendered for rent on this App and Website may be used by individuals who are Minors, but, the Subscription Fee and Refundable Security Deposit should necessarily be made by persons who is (i) a Major and (ii) a parent or legal guardian of such Minor. Parents or legal guardians using the Apps and/or the Website for the benefit of a Minor shall be liable for all acts or omissions of such Minor in contravention to the terms of this Agreement.
- TERM AND TERMINATION
- Unless terminated by the User after the expiry of the Minimum Commitment Period, the Agreement shall be valid for a period of 12 (twelve) months from the date of commencement of a Subscription Plan.
- Upon the expiry of a Subscription Plan, such Subscription Plan as chosen by the User shall be renewed automatically (if continued by Ziniosa) on the then prevailing rates, terms and conditions for the said Subscription Plan, unless the User terminates such Subscription Plan by notifying Ziniosa accordingly.
- If a User terminates or otherwise defaults in payment of his/her dues to Ziniosa before the expiry of the Minimum Commitment Period, the User shall be liable to pay, or if the User has already paid, Ziniosa will be entitled to forfeit the Subscription Fees for the remaining part of the Minimum Commitment Period.
- Without prejudice to any other rights available to Ziniosa under law, it may forthwith terminate this Agreement on the occurrence of a breach of any terms or conditions of this Agreement by the User.
- SUBSCRIPTION PLAN
- The User shall select a Subscription Plan from those offered by Ziniosa from time to time as listed at Subscription Plans(Subscription Plans) and associate a Subscription Plan with their Ziniosa Account. Once a Subscription Plan is associated with a User’s Ziniosa Account, the User will be presented with the Style Quiz.
- Ziniosa will activate the User’s Subscription Plan upon the User making payment of: (i) Subscription Fees for at least the Minimum Commitment Period and (ii) the Refundable Security Deposit for the said Subscription Plan. The User’s Subscription Plan shall be renewed automatically unless the Subscription Plan is terminated by the User. Subscription Fees and the Refundable Security Deposit may be paid by the User online at the Website and/or App or by cash on delivery (in cases accepted by Ziniosa). An invoice/receipt for any payments made by the User shall be electronically generated on the Website and/or App with a copy sent to the email-id associated with the said Ziniosa Account.
- Ziniosa will make Product recommendations to the User on the basis of the responses received in the Style Quiz. The User will be entitled to choose from the Product recommendations made by Ziniosa for each month which will be delivered to the User as per terms in Clause 7 (Delivery and Return of Products) below.
- DELIVERY AND RETURN OF PRODUCTS
- The Delivery and Return of Products to and from the User will be handled by third-party logistics service providers. At the time of check-out, the User will pick a suitable delivery date from options available (“Delivery Date”) along with an address for delivery of the Product (“Delivery Address”). The User acknowledges that the Delivery Date chosen is indicative and while Ziniosa will make best efforts to ensure delivery of the Products on the Delivery Date and at the Delivery Address, Ziniosa will have no liability for any loss or damage that may be incurred by the User owing to a delivery at a date other than the Delivery Date.
- All risk in the Product shall be transferred to the User upon successful delivery of the Product at the Delivery Address and shall revert to Ziniosa upon the User returning the Product to the third party logistics service providers. In no event shall Ziniosa be liable for any delays or costs resulting from the User’s failure to receive delivery of the Product from the requested Delivery Address.
- It shall be the User’s responsibility to ensure timely collection and/or physical reception of any Product at the Delivery Address.
- The User shall be sent a reminder through an email before 5 (fife) days prior to the end of each month to return any Products in possession of the User (“Returnable Product”) and schedule the pick up for the Returnable Product through the Website and/or App 24 (twenty-four) hours prior to the pick-up.
- Any delay in returning the Returnable Product shall attract a Late Fees of Rs. [●] per day after the third attempt has been made by Ziniosa to pick-up the Returnable Product after the due date of a Returnable Product. Additionally, the User shall also be liable to bear the pick-up charges, in case the User fails to return the Returnable Product after 3 (three) attempts have been made by Ziniosa to pick-up the Returnable Product from the User. Further, Ziniosa shall be entitled to recover the Entire Price from the User, if the User fails to return the Returnable Product within 15 (fifteen) days from the due date of a Returnable Product. Ziniosa may either deduct such Late Fees and pick-up charges from the Refundable Security Deposit or add to the invoice for next month’s Subscription Fee.
- Notwithstanding anything contrary in the Agreement, delivery of the Product for the subsequent month in the Subscription Plan shall be initiated irrespective of the completion of the pick-up of the previous month’s Product.
- QUALITY ASSURANCE PROCESS
- Each month before initiating delivery of Products, Ziniosa ensures Products being sent to the User are fit to use. In case a Product received by the User is not fit for use or was damaged in transit, the User shall immediately and in no case, later than 36 hours from the receipt of the Product inform Ziniosa of such damage. In cases Ziniosa is satisfied that there was damage to the Product during transit, Ziniosa will replace the damaged Product with the same or a Product of equivalent value.
- Ziniosa will inspect the Product returned by the User and if any Damage is found, then Ziniosa will be entitled to charge the User the Repair Cost if the Damage is reparable or the Entire Price in case the Product has been irreparably damaged, rendering it unfit for any kind of future use. The Repair Cost payable by the User shall be charged in accordance with the guidelines provided at Damage Policy
- Each Product will bear a sticker and/or barcode labelling (“Proprietary Label”) at an appropriate spot on the Product. Any attempt to damage or otherwise defile the Proprietary Label or replace the Product (whether with an inferior or counterfeit Product), shall entitle Ziniosa to treat the same as irreparable Damage to the Product and proceed to recover the Entire Price from the User.
- In case the Refundable Security Deposit is not enough to recover the Repair Cost or the Entire Price, the User shall forthwith and in any case not later than 7 (seven) days from the demand being raised by Ziniosa pay the difference amount to Ziniosa in the manner directed.
- The Refundable Security Deposit shall be liable to be refunded, without any interest, only after: (i) the Product has been returned to Ziniosa; (ii) it has been determined that the Product has not been Damaged in any manner; and (iii) the User has cancelled or paused the Subscription Plan.
- Repair Costs or the Entire Price of the Product (if payable as per Clause 8 (Quality Assurance Process) above) shall be payable along with the subsequent month’s Subscription Fee. Any such amounts which remain unpaid for more than 2 (two) weeks from their respective due date will be deducted from the Refundable Security Deposit. In case of any deductions from the Refundable Security Deposit, unless made good by the User, will cause the User’s Subscription Plan to be put on hold for up to a period of 1 (one) month. If the User fails to make good the deductions in the Refundable Security Deposit within the said month, Ziniosa will be entitled to forthwith terminate the Subscription Plan and refund the balance Refundable Security Deposit after setting off any amounts payable in lieu of termination in the Minimum Commitment Period (as the case may be).
- LIMITATION OF LIABILITY
In no case, shall Ziniosa be liable for any special, direct, indirect, incidental or consequential damages of any kind in connection with the usage or anything which is available on this App/Website. In case any order us unable to complete fulfilment the user will be refunded the entire payment amount and the invoice revoked from Ziniosa’s finance team. Notwithstanding anything, which is stated in this Agreement and all other policies available on this App/Website, in the unlikely and rare scenario that a competent court determines that the User is entitled to direct damages pursuant to applicable law, the User hereby acknowledges that Ziniosa’s aggregate liability shall be limited to and not exceed, the total Subscription Fee collected by Ziniosa under this Agreement. The User acknowledges that this provision is fair.
- OTHER PROVISIONS
- Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of India.
- Whole Agreement: This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.
- No Inducement: Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.
- Reasonableness: Each Party confirms it has received independent legal advice relating to all the matters provided for in this Agreement and agrees that the provisions of this Agreement are fair and reasonable.
- Survival of rights, duties and obligations: Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.
- Independent Contractors: The relationship of Parties is that of an independent contractor. Nothing in this Agreement shall be construed to place the parties in the relationship of legal representatives, partners, joint venturers, employees or agents.
- Waiver: No failure of any Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (“Right”) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right. The Rights provided in this Agreement are cumulative and not exclusive of any other Rights (whether provided by applicable laws or otherwise). Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
- Variation: Ziniosa reserves the right to vary the terms of this Agreement on its sole discretion.
- Notices: Any notice or other communication in connection with this Agreement (“Notice”) to Ziniosa shall be:
- in writing and in English; and
- delivered by hand, fax or using a recognized courier company or an email.
Such Notice shall be addressed to:
Address: No.507, RMV, 2nd Stage, 3rd block, Bangalore, Bellary, Karnataka-560094.
A Notice shall be effective upon receipt and shall be deemed to have been received:
(i) at the time of delivery, if delivered by hand or internationally recognized courier;
(ii) at the time that confirmation of its transmission has been recorded by the sender’s fax machine, if delivered by fax; or
(iii) at the time of sending the email if sent by email.
- If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.
- To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 11.10.1. (Invalidity), then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 11.10.1. (Invalidity) not be affected.
- Arbitration: Any dispute or difference arising between the Parties as to the construction of this Agreement or as to any matter of whatsoever nature arising thereunder or in connection therewith, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration. The arbitral tribunal shall consist of a single independent arbitrator to be appointed by Company. The seat and venue of arbitration shall be Bengaluru and the language to be used in the arbitral proceedings shall be English.
|Sl. No.||Incentives Offered||Basic Plan||Luxury Plan|
|1.||Average MRP of Products||INR 10,000/- (Indian Rupee Ten Thousand)||INR 20,000/- (Indian Rupee Twenty Thousand)|
|2.||Monthly Subscription Fee||INR 1,500/- (Indian Rupee Two Thousand Five Hundred) (including taxes)||INR 3,500/- (Indian Rupee Five Thousand) (including taxes)|
|3.||Refundable Security Deposit||INR 1,500/- (Indian Rupee Three Thousand Five Hundred)||INR 3,500/- (Indian Rupee Seven Thousand Five Hundred)|
|4.||4. Shipping and Returns||Free||Free|
|5.||Validity||30 (thirty) days||30 (thirty) days|