1.1 “Nemmadi,” owned and operated by Aadhya Didactics Private Limited (hereinafter, “us,” “our,” “we,” “Company”), offers a range of home/ building inspection and audit services, to individuals, resident welfare associations (“RWAs”) as well as businesses/ builders (collectively, “Services”). The comprehensive specifications of our Services are detailed, here, here and here
1.2 This Terms of Use is an electronic record and does not require any physical, electronic or digital signatures. This Terms of Use constitutes a legal agreement between you and us, with respect to your access and/ or use of our website, nemmadi.in (hereinafter, collectively, “Platform”) and/ or our Services. The Company and the User (defined below) are hereinafter collectively referred to as the “Parties” and individually as a “Party.” Further, for the purposes of this Terms of Use, the terms:
(a)“Company Content” shall mean and include material/ content in the form of text, images, video, graphics, audio-visual works, and any other work or material available through, contained in, displayed at, communicated through, reproduced at or by the Platform; or any material/ content in relation to the Services; that is owned by or licensed to the Company. Further, it also includes the design, structure, selection, coordination, expression, look, feel and arrangement of the Platform;
(b)”Force Majeure Event” shall mean any event that is beyond the Company’s reasonable control and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, pandemic, epidemic, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorised access to computer, computer system or computer network, breach of security, power or electricity failure or unavailability of adequate power or electricity or water;
(c)“User” or “you” or “your” shall refer to person(s) (i.e., individual(s)/ RWA(s)/ builder(s)/ business(es), as the case be) who access and/ or use our Platform and/ or our Services; and also includes any customers/ clients who have availed or will avail our Services by executing statement of work/ proposal/ online terms (by whatever name called) (hereinafter, “Proposal”) with us.
2.1 Access, use and browsing of the Platform and the use of our Services is only authorised subject to your compliance with these Terms of Use and all applicable laws. If you do not agree to these Terms of Use, you should not use our Platform and/ or Services. These Terms of Use shall apply whenever you access or use the Platform and/ or our Services. By accessing or using our Platform and/ or our Services, you agree that you have read, understood, and agreed to be bound by the Terms of Use.
2.2 Upon your consent to the Terms of Use and any other policies of the Company (which are incorporated by reference into this Terms of Use), and other arrangements executed with the Company, if any, the Company will use reasonable commercial efforts to provide you the Services.
2.3 The Services available to you may vary depending on the nature of your arrangement with us. Further, we may add, modify, or remove any of the Services, from time to time, without special notice to the Users. Deviations from and/ or additions to these Terms of Use are only valid if agreed to explicitly by the Parties.
3.1 You understand, agree and acknowledge that the Company (or its licensors) solely and exclusively owns all rights, title and interest, including our intellectual property rights (“IPR”) such as trade mark rights, copyright, trade secrets, and any other rights whether recognised by law or business practice or otherwise, whether vested, contingent or future, and whether or not currently recognised in any jurisdiction in the world (expressly including any and all renewals, revivals, revisions and extensions rights thereof) which subsist in or arise in relation to our business, operations, Company Content, Platform, and/ or our Services. Nothing in these Terms of Use shall be construed to mean that you or any third party have any right, title or interest whatsoever in relation to the foregoing.
3.2 You further acknowledge and confirm that your use of the Services and/ or any goodwill established thereby, subject to the Proposal, shall inure to the sole and exclusive benefit of the Company, and this Terms of Use does not create any goodwill or other interests in the Services or our IPR in your favour.
4.1 You are solely responsible for any and all data/ content/ information you display on, or transmit via or upload on the Platform or otherwise send to us by any other means, and the Company disclaims all liability and responsibility even if the Company enables you to upload such content onto the Platform and/ or to otherwise transmit it to us. By submitting data/ content/ information to us, you grant us a license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such content, in connection with the Services.
4.2 Users are not permitted to upload, transmit, distribute or otherwise publish through the Platform or transmit to us, any content or comments which inter alia are, and/ or could be considered, to:
(a) be defamatory, obscene, threatening, invasive of privacy, infringing intellectual property rights, proprietary rights, publicity rights or any other rights;
(b) be abusive, illegal or otherwise objectionable that would constitute or encourage a criminal offence, violate the rights of any party, or that would otherwise give rise to liability or violate any law; or
(c) contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.
5.1 You agree to use the Platform only: (a) for purposes permitted by the Terms of Use (and the Proposal, where applicable); (b) in accordance with applicable law; and (c) for availing the Services. You agree not to engage in activities that may adversely affect the use of the Platform or Services by us or other Users. Further, your use of our Platform and/ or Services shall solely be for your personal and non-commercial use.
5.2 You understand that the Platform/ Services, may contain third-party content (including opinion and views submitted to us by other Users or third parties). We expressly disclaim any liability arising out of such third-party content. Further, if the Platform provides links to other websites, destinations (including payment gateways), you should not infer or assume that we operate and/ or control it. In such cases, you will be deemed to be governed by the terms of use and privacy policies of such third-party platforms. You agree and understand that the Company assumes no responsibilities for content on such third-party websites.
5.3 We may provide you with access to third-party tools which we neither monitor nor over which we have any control or input. You acknowledge and agree that we provide access to such tools “as-is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of such third-party tools. Any use by you of such third-party tools offered by us through the Platform or otherwise, is entirely at your own risk and discretion; and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
6.1 The User explicitly agrees to fully indemnify and hold harmless the Company and its employees and representatives from and against any and all actions, claims, charges, costs, demands, damages, losses, expenses, suits, proceedings, and liabilities of whatever nature and howsoever arising (including, but not limited to any legal or other professional fees and the costs of defending or prosecuting any claim and any loss of profit, goodwill, and any other direct or consequential loss, whether or not pecuniary), incurred or suffered by any or all of them, directly or indirectly, by reason of: (a) any breach by the User of this Terms of Use, or the Proposal; any other agreement that it may have entered into with the Company (including the Proposal); (b) violation of any applicable law by the User; or (c) any third party claim; or any other reason attributable to the User. The provisions of this indemnification clause shall survive the termination of our engagement or your access of the Platform in any manner.
6.2 You acknowledge that the Platform and/ or the Services is made available on an “as-is” basis. We do not guarantee, represent or warrant in any manner that your use of our Platform and/ or Services will be uninterrupted, timely, secure or error-free, or that the results that may be obtained from the use of the Platform and/ or Services will be accurate or reliable or effective in nature. You understand and accept that the reliance on the Platform and/ or Services is solely at your own judgement and risk. You should take all responsibility for your own actions in utilising the Platform and/ or Services, and we shall not be liable for any such action or consequence thereof.
6.3 We will use commercially reasonable efforts to provide Services within mutually agreed timelines. The scope of our Services is strictly restricted to (a) inspection and/ or audit services, as specifically agreed to in the Proposal; and provision of an inspection/ audit report (if agreed to in the Proposal); (b) inspecting/ auditing/ reporting on the then-current status/ condition of items/ properly/ premises/ facilities/ systems/ components that we inspect/ audit/ report on (hereinafter, “Facility/ies”), on an as-is basis; and (c) visual and accessible areas only. We shall not inspect/ audit any area of the Facility considered dangerous or hazardous to our personnel’s safety and health. Our scope of work does not involve advising on the next-steps/ corrective actions/ rectifications; or undertaking any operations, demonstrations, repairs or replacements with regard to any Facility. You hereby acknowledge that notwithstanding anything to the contrary, given the limited scope and consultancy nature of our Services, we will not be responsible or liable for any losses that you may incur on account of damages or issues in relation to the Facility, or any issues in relation to related documentation (or lack of it); whether or not we provide our inputs/ report/ Services in relation to the said Facility/ documentation.
6.4 Cosmetic deficiencies in the Facilities are considered normal wear and tear and are not within the scope of our Services. However, some defects, which may be considered cosmetic in nature, may have been noted to assist the Users in evaluating other issues. Additionally, the User accepts that the Company may not detect some defects because the defect may only occur intermittently or the defect has been deliberately concealed and not readily apparent and evident at the time of inspection.
6.5 You hereby understand and acknowledge that our Services are a one-time offering, unless otherwise agreed to; and once we have inspected/ audited a Facility (or a part thereof) in accordance with the terms of the Proposal, we are not obligated to re-visit the Facility (or the part thereof) or repeat our Services (or any part thereof), either during or after the completion of our Services/ engagement. Further, our Services will be based on what are reasonably observable at the time of inspection/ audit. We do not make any representation or warranty in relation to any latent defect or defects not reasonably or readily observable at the time of the inspection/ audit, or those that may be covered by recent repairs, remodelling, painting, or defects that may be concealed or obstructed by stored items or furniture, or those which are below ground or which are concealed behind finished surfaces (such as plumbing, drainage, heating, framing, ventilation, insulation or wiring); or which require the moving of anything which impeded access or limited visibility (such as floor coverings, furniture, appliances, personal property, vehicles, vegetation, debris or soil), and we specifically disclaim any obligation/ liability in this regard. We also do not make any representation in relation to future performance/ malfunction of any Facility; or in relation to Facilities that we have not specifically reported on. Additionally, we disclaim any liability/ damages arising out of Users’ failure to undertake action based on our Services.
6.6 The Company explicitly disclaims all warranties, express or implied, (whether direct or indirect, or pecuniary or otherwise) including, without limitation the implied warranties of merchantability, completeness and fitness for a particular purpose, for any errors or omissions therein, and for any results which may be/ are obtained/ obtainable in relation to the use of the Platform and/ or our Services, including non-infringement with respect to any Company Content. Further, no advice, course of conduct or information, whether oral or written, obtained by you from the Company or through the Platform shall create any warranty or liability onto the Company. The User agrees to such disclaimer of liability, and agrees that it is reasonable.
6.7 In the event of any gross errors in, or failure to provide our services in accordance with the agreed terms, the User’s remedy, and the Company’s obligation and liability shall be to: either (i) repeat/ rectify the Services (or part thereof) in relation to which the gross error arose or provide/ complete the Services (as the case may be) as required hereunder, or (ii) refund to the Client, a pro-rated amount of the applicable service fees pre-paid by the Client, in relation to the un-performed Services or in relation to which the gross error arose, provided that the User intimates such gross error or failure within seven (7) days from the date of completion of our Services.
6.8 Each User explicitly agrees that under no circumstances shall the Company and/ or its employees, directors, be liable for any claims, charges, demands, damages, liabilities, losses, and expenses of whatever nature and howsoever arising, including, without limitation any compensatory, incidental, direct, indirect, special, punitive, or consequential damages, loss of use, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if any/ all of them has/ have been advised of the possibility of such damages or losses, arising out of or in connection with the use of the Platform and/ or the Services.
6.9 Subject to the aforementioned clauses, the indemnification obligations of the Company (regardless of the form of action, whether in contract, tort, or otherwise) for any claims by the Users, on account of any losses, liabilities, damages or expenses, shall be limited to 50% of the services fee paid or payable by the Users under the Proposal. In any event, they will need to be claimed within 30 (thirty) days of such issues arising onto the Users. In the event a User uses the Platform/ Services without being required or obligated to pay the Company any monetary consideration or fees for availing such Services, the collective liability of the Company Indemnifiers, to any party (regardless of the form of action, whether in contract, tort, or otherwise), will not exceed INR 500 (Indian National Rupees Five Hundred).
7.1 You represent and warrant that:
(a) you are a person of legal age to form a binding contract, in accordance with the applicable laws of the territory/ country from where you are accessing/ using the Platform or our Services.
(b) in case you are accessing/ using the Platform/ Services as a representative of and on behalf of any organisation or legal entity, you hereby represent and warrant that (i) you have the full authority to represent such legal entity and have the power to bind them to these Terms of Use; and (ii) you understand that the Terms of Use, upon acceptance by you, is applicable to and binds all other persons accessing and/ or using the Platform and/ or the Services on behalf of the same legal entity or organisation for this purpose.
8.1 The Terms of Use will continue to apply until terminated either by you or us as set forth below. If you want to terminate the application of these Terms of Use, you may do so by not accessing/ using, or stopping to access/ use our Platform/ Services.
8.2 You hereby irrevocably understand that we reserve the right at our sole and exclusive discretion to deny/ cease your access to the Platform or Services, temporarily or permanently without liability but under intimation in writing, if:
(a) you access or use of Platform/ Services in an unauthorised manner;
(b) you breach any of the provisions of the Terms of Use, the privacy policy, Proposal, or any other terms, conditions, agreements or policies that may be applicable to you from time to time;
(c) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful or upon receiving request for termination by law enforcement or other government agencies);
(d)we have elected to discontinue, with or without reason, your access to the Platform, Services, or any part thereof.
8.3 Any such termination or restriction in access to the Platform/ Services shall be without prejudice to other rights of the Company herein or under applicable law (including right to accrued payments; obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances). Upon such termination, the Company shall have no liability towards such User and no further obligations under these Terms of Use.
8.4 Your obligations and liabilities incurred prior to the termination date (including any payment obligations) shall survive the termination of this Terms of Use for all purposes. Further, upon termination of this Terms of Use, we may delete any content or other materials relating to your use of the Platform and/ or the Services and we will have no liability to you or any third party for doing so.
9.1 When you use the Platform or Services or send any content or communication to us, you agree and understand that you are communicating with us through electronic records, and you also consent to receiving communications via electronic records from us periodically and as and when required.
9.2 We will communicate with you by email and/or via the Platform, and/or mobile number available with us. The Company may, based on the nature of your transaction with us or your registration with us, contact the User, to give information about the Company’s offerings, products and/ or services, as well as notifications on various important updates and/ or to seek permission for demonstration of its products/ services. The User expressly grants such permission to contact him/ her/ it in this regard.
9.3 The Company shall be free to use any feedback you provide with respect to the Platform/ Services, on an unrestricted basis.
10.1 Assignment: It is agreed that the Company is entitled to assign, licence or sub-licence to any party or person either wholly or partially its benefits/ rights and/ or obligations under these Terms of Use, and/ or to assign these Terms of Use itself. The User is not entitled to transfer/ assign his/ her/ its own obligations herein to any other party at any time, and/ or to assign these Terms of Use itself without the prior written consent of the Company.
10.2 Force Majeure: Neither Party shall be liable to the other Party or to any third party for any failure or delay on its part in performing any of its obligations under this Terms of Use where such failure or delay is caused by an event of Force Majeure Event. You agree that we shall not be under any liability whatsoever to you in the event of non-availability of the Services/ Platform or any portion thereof occasioned by any Force Majeure Event. Nothing herein will affect any payment obligations of a Party for the Services, which shall not stand affected by a Force Majeure Event.
10.3 Miscellaneous: Failure by the Company to insist upon strict performance of any of the terms and conditions herein, or delay in exercising any of its remedies, shall not constitute a waiver of such terms and conditions, or a waiver of any default, or a waiver of the right to any remedy. If any term, condition, or provision in the Terms of Use is found to be invalid, unlawful or unenforceable to any extent, it will be severed from the Terms of Use, and the remainder of the Terms of Use will then continue to be valid and enforceable to the fullest extent permitted by law, unaffected by the severance. The Parties hereto agree and confirm that the provisions that by their very nature are meant to survive these Terms of Use, will survive its termination, including provisions relating Company’s rights (including right to payment), undertakings and obligations of the User, representations and warranties, indemnification and disclaimers, survival, governing law and dispute resolution and notices. These Terms of Use shall be governed exclusively by the laws of India, notwithstanding the conflict of law principles. Any dispute or difference arising between the Parties to these Terms of Use shall be subject to arbitration as per the provisions of the (Indian) Arbitration and Conciliation Act, 1996, as amended from time to time, and any award made and substantiated in writing thereunder shall be final and binding upon the Parties hereto, subject to legal remedies available under law. The arbitration proceedings will be conducted in Bangalore, India, in English. Subject to the foregoing, all matters, claims and disputes arising under and in respect of these Terms of Use shall be subject to the exclusive jurisdiction of competent courts in Bangalore, India, to which the Parties irrevocably submit themselves.
10.4 Brand usage: The Company shall be entitled to use the name/ brand name, logo, image, and/or testimonials of the Users for the limited purposes of business development and investor information. Further, we will also use them on our Platform, and in all our marketing communications and material, subject to you permitting us to do so.
10.5 Notices: Any notices, requests, demands or other communication required or permitted to be given under this arrangement shall be written in English and shall be delivered by email or internationally recognised courier service and properly addressed to the designated representative of each Party. Any notice, request, demand or other communication delivered to the Party to whom it is addressed as provided in this section shall be deemed to have been given and received, (a) if sent by internationally recognised courier service on the date on which it is received by the other party, as acknowledged by the courier service; and (b) if sent by email, the business day immediately after the date of transmission of the e-mail.
10.6 Conflict Resolution: In the event of conflict between this Terms of Use and the Proposal/ any other agreement executed between the Company and the User, the terms of the Proposal/ or such other agreement executed between the Company and the User will prevail and control.
If you have any questions, complaints or claims with respect to the Platform or our Services, please direct your correspondence to the e-mail address as given below.
Email: [email protected]
We shall respond to and address all reasonable concerns or inquiries in a reasonable amount of time.