Turfy Pvt. Ltd. wants to offer online shopping services to its customers. Some of the products are stocked with Doodle Warehouses while others are stocked with the manufacturers. Outline the scope of services provided by
CS Professional · Drafting, Pleadings and Appearances · PYQS · June 2022
Turfy Pvt. Ltd. wants to offer online shopping services to its customers. Some of the products are stocked with Doodle Warehouses while others are stocked with the manufacturers. Outline the scope of services provided by Turfy Pvt. Ltd., restricting the liabilities in case of defects found in products sold through the Turfy Pvt. Ltd. website. Further, illustrate the important disclaimers regarding use of the website by the customers while drafting the e-contract, in case of loss or damaged suffered by the customers while availing services of Turfy Pvt. Ltd.
Answer & Explanation:
Important Points in regard to E-contract The contract must specify that by using the Turfy Pvt. Ltd. website, the customer becomes subject to the terms of a legal agreement between the customer and Doodle. Customers must be informed that they must be of legal age to enter into the contract. Acceptance of the terms of the contract: The contract must clearly lay down that a customer cannot use the Turfy Pvt. Ltd. website unless he agrees with the terms of the contract. The customer can usually indicate his acceptance by clicking on an "I Accept" link or checking an "I Accept" checkbox. Copyright: The contract should clearly state that all content included on the Turfy Pvt. Ltd. website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Turfy Pvt. Ltd. Customers duties and obligations The contract should clearly lay down the duties and obligations of the customer. Amongst others, the customer must: Not overload Doodle's systems. Not download or modify the Turfy Pvt. Ltd. website. Collect and use any product listings, descriptions, or prices. Download or copy account information by data gathering and extraction tools. Not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form). Not use any meta tags or any other "hidden text" utilizing Doodle's name or trademarks. License from Doodle The contract should specify that Turfy Pvt. Ltd. is giving the customer a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Turfy Pvt. Ltd. so long as the link does not portray Doodle, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. The contract must also specify that Turfy Pvt. Ltd. is giving the customer a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided as part of the Turfy Pvt. Ltd. website. The contract must clarify that this licence is for the sole purpose of enabling the customer to use the Turfy Pvt. Ltd. website. The contract must forbid the customer from the following acts in respect of the said software: copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code. The contract must mention that the customer cannot assign, sub-licence or transfer his rights to use the Turfy Pvt. Ltd. software. Reviews and comments The contract should clearly mention that the reviews, comments, photos etc posted by customers should not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties. It should also be mentioned that such content should not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." It should also be stated that a customer who posts content grants to Turfy Pvt. Ltd. non-exclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. The contract must also state that the customer posting the content indemnifies Turfy Pvt. Ltd. against all legal action and claims resulting from the said content Risk of loss Turfy Pvt. Ltd. has a shipping contract with various courier companies to deliver the products to the customers. The contract should clearly state that once the products are handed over to the courier company, Turfy Pvt. Ltd.'s liability ends. Pricing The contract should clarify how the prices listed on the Turfy Pvt. Ltd.'s website are computed. The various options could be: The listed price represents the full retail price listed on the product itself, The listed price is suggested by the manufacturer or supplier, The listed price is estimated in accordance with standard industry practice, or The listed price is estimated in accordance with the estimated retail value for a comparably featured item offered elsewhere. Prohibitions The contract must specifically prohibit the following: Using "deep-link", "page-scrape", "robot", "spider" etc. to access, acquire, copy or monitor any portion of the service. Reproducing the navigational structure or presentation of the service. Circumventing the navigational structure or presentation of the service. Attempting to gain unauthorized access to any portion or feature of the service. Harvesting or collecting user names, email addresses or other member identification information. Probing, scanning or testing the vulnerability of the service. Tracking information relating to other users. Agreeing not to use any device, software or routine to interfere or attempt to interfere with the proper working of the service or any transaction being conducted on the service, or with any other person's use of the service. Using the service for any unlawful purpose. Applicable Law The contract should mention the city / state and country whose law will prevail in this contract. The courts having exclusive jurisdiction over the disputes should also be mentioned. Conditions relating to arbitration of disputes may also be mentioned. Limitation of liability The contract must clearly mention that Turfy Pvt. Ltd. (and its subsidiaries, affiliates, licensors etc) will not be liable to the customer for: Access delays or interruptions to the Turfy Pvt. Ltd. web site. The loss of registration or processing of an order. The unauthorized use of the customer's account with Doodle. Deletion of, failure to store, or failure to process or act upon email messages sent by customers to Turfy Pvt. Ltd. staff. Errors taking place with regard to the processing of the customer's orders. Any direct, indirect, incidental, special consequential or exemplary damages incurred by the customer pursuant of his use of the Turfy Pvt. Ltd. website. Any loss of profit, any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss incurred by the customer pursuant of his use of the Turfy Pvt. Ltd.'s services. Any loss or damage incurred by the customer as a result of relationship or transactions with advertisers using the Doodle website. Changes in or cessation of the Turfy Pvt. Ltd.'s services. Customer's failure to keep his account information, passwords etc secure and confidential. Exclusion of warranties The contract must clearly mention that the customer expressly understands and agrees that his use of the services is at his sole risk and that the services are provided "as is" and "as available". The contract must expressly disclaim all warranties and conditions of any kind (express and implied). It must also be mentioned clearly that Turfy Pvt. Ltd. (its subsidiaries, affiliates, licensors etc.) do not represent or warrant that: The Turfy Pvt. Ltd.'s services will meet the customer's requirements, The Turfy Pvt. Ltd.'s services will be uninterrupted, timely, secure or free from error, The information provided by or through the Turfy Pvt. Ltd.'s services will be accurate or reliable, and That defects in the operation or functionality of the Doodle services will be corrected. Ending the relationship between Turfy Pvt. Ltd. and the customer. The contract must lay down that the customer can terminate the contract by closing his accounts with Doodle. Turfy Pvt. Ltd. must retain the right to terminate the contract under the following circumstances: The customer breaches any provision of the contract. The customer acts in a manner that clearly shows his intention to breach a provision of the contract. Turfy Pvt. Ltd. is required by law to terminate the contract. The provision of the services to the customer is no longer commercially viable.
Topics: E-contracts
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