Terms and Conditions
The Terms and Conditions published herein along with the Registration Form are electronic records in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
These Online Terms and Conditions govern the Registration Form, and the relationship created between Decathlon and the Partner/Service Providers, and as applicable, the Venue Sponsor (as defined in the Registration Form). There may be multiple Partner/Service Providers who may be involved in the conduct of events, coaching classes, workshops etc. or any Activity/ies/Services (As defined in the Registration Form) on the Premises owned/operated by Decathlon or on the Premises owned by Partner/Service Provider or any Venue Sponsor. All such Partner/Service Providers, including the Partner/Service Provider herein, and as applicable, the Venue Sponsor herein, shall be bound by these Terms and Conditions. For convenience hereinafter, the term “Partner/Service Provider” shall not only mean the Partner/Service Provider as defined in the Registration form, but shall also include the Venue Sponsor, who shall be bound by these Terms and Conditions in the same capacity as that of the Partner/Service Provider.
Decathlon Sports India Private Limited, having its registered office at Survey No. 78/10, A2 – 0 Chikkajala Village, Bellary Road, Bangalore 562157, KA, IN, hereinafter referred to as “Decathlon” and the Partner/Service Provider/s (defined in Registration Form) may be referred to individually as a “Party” and together as the “Parties”, as the context may so require.
A. Decathlon is engaged in the business of wholesale and retail sale of sports goods and services. Decathlon has registered itself under the provisions of the Goods and Service Tax (“GST”).
B.The Partner/Service Provider is a company/person engaged in the provision of services as defined in the Registration Form. The Partner/Service Provider agrees that it is registered under the provisions of GST and in the event it is not registered under GST, then the applicable Letter of Undertaking shall be provided by the Partner/Service Provider to Decathlon.
C. Decathlon and the Partner/Service Provider agree to conduct the Activities (defined in the Registration Form) at the Premises (defined in the Registration Form). The Parties may modify the Activities in the Registration Form, and all such modifications shall be governed by these Terms and Conditions.
Article 1 - The Services Provided by the Partner/Service Provider
a. The relationship created by this Terms and Conditions is one of independent contractors, and not partners, franchisees or joint ventures. No employees, Partner/Service Providers, sub-contractors or agents of one Party are employees, Partner/Service Providers, contractors or agents of the other Party, nor do they have any authority to bind the other Party by contract or otherwise to any obligation, except as expressly set forth herein. Neither Party will represent to the contrary, either expressly, implicitly or otherwise. The Partner/Service Provider agrees to defend, indemnify and hold Decathlon harmless from any and all claims, damages, liability, attorney’s fees and expenses on account of an alleged failure by the Partner/Service Provider to satisfy any such obligations as per the terms of this Terms and Conditions.
b. Any modifications, additions, alterations or omissions in the Activities and/or the Commercial Terms mentioned in the Registration Form, shall be made through an amendment in the Registration Form and the same shall be binding under these Terms and Conditions.
Article 2 -Terms of Invoicing and payment
a. As applicable, the Partner/Service Provider shall mandatorily raise an invoice to Decathlon as per the format specified under the provisions of GST. The invoice shall be raised by the Partner/Service Provider as agreed in the Payment Terms (as defined in the Registration Form) and the following shall mandatorily be mentioned on the invoice –
Partner/Service Providers’ GST No.
Partner/Service Providers’ Service Accounting Code
Partner/Service Providers’ PAN
Decathlon’s GST No.
Partner/Service Providers’ Bank Account details
Period for which invoice is being raised
b. As applicable, Decathlon shall not be obliged to pay the Commercial Fee (as defined in the Registration Form) to the Partner/Service Provider if the invoice has not been raised and sent to Decathlon in the prescribed format in the same month in which the service fee becomes payable by Decathlon.
c. Decathlon shall not be obliged to pay Partner for bookings cancelled by the customers/participants.
d.As applicable, the Partner/Service Provider has agreed to conduct the Activities, as per the Commercial Fee mentioned in the Registration Form. The applicable Commercial Fee payable by Decathlon to the Partner/Service Provider shall be subjected to – –
1. GST and/or all applicable taxes
3. Usage Fee
4. Processing Fee
5. Fee for utilisation of resources
6. Any and all other such fee, which may be imposed and applicable by Decathlon from time to time.
e. All payments to be made under these Terms and Conditions shall be subject to the deduction of tax at source, wherever applicable, as per the provisions of applicable tax statute.
f. Decathlon may withhold payment of that portion of the applicable Commercial Fee that Decathlon disputes in good faith; provided that Decathlon will advise the Partner/Service Provider in writing of such dispute, including the details of such dispute, by the time such fees would otherwise be due. This Section only applies to Decathlon’s responsibility to pay invoices presented by the Partner/Service Provider, and does not limit Decathlon’s other remedies under this Terms and Conditions. Upon resolution of a dispute in relation to an invoice raised by the Partner/Service Provider, the fee payable, if any, shall be paid by Decathlon to the Partner/Service Provider within the number of days specified in the Registration Form for payment of an undisputed invoice.
g. As a material term of these Terms and Conditions, the Partner/Service Provider agrees that the Commercial Fee arrangement established under the Registration Form (as applicable) represents the Partner/Service Provider’s entire compensation for the Activities. The Partner/Service Provider agrees that the Partner/Service Provider is not eligible for, and shall not participate in, any of Decathlon’s employee benefit plans or programs, including, but not limited to bonus, vacation, health, pension, incentive compensation or other employee programs or policies (“Benefits Plans”). If for any reason the Partner/Service Provider is deemed to be a statutory or common-law employee of Decathlon by any governmental agency, court, or other entity, the Partner/Service Provider hereby waives any right to, and agrees to neither seek nor accept, any benefits under the Benefits Plans, even if by the terms thereof the Partner/Service Provider or its personnel might be eligible for such benefits.
h. All electronic communications related to invoices/receipts, payments, payment terms, and financials shall be sent by the Partner/Service Provider to [email protected]. Partner will download draft invoice with all the details from Portal, sign and upload as soon the event ends. Payment shall be processed within 30 days.
i. The Fee paid by any participant/ user towards any Activity shall be first credited to the accounts of Decathlon as applicable and defined in the Registration Form.
Article 3 - Representations, Warranties, Undertakings and Obligations
a. The Partner/Service Provider represents and warrants that (i) it has the legal right to accept these Terms and Conditions and perform its obligations hereunder; (ii) the performance of its obligations and conduct of Activities for/with Decathlon will not violate any applicable laws or regulations, or cause a breach of any agreements with any third parties; and (iii) it has obtained all regulatory approvals / licenses to perform the Activities covered by these Terms and Conditions.
b.The Partner/Service Provider agrees to keep confidential and not to disclose or make any unauthorized use of any trade secrets, marks, logos, designs, copyright, proprietary information, other confidential information, knowledge, know how, data or other information of Decathlon or its customers which the Partner/Service Provider knows, or has reason to know, is considered confidential by Decathlon (collectively referred to herein as "Confidential Information"). Irrespective of the source of such Confidential Information, which the Partner/Service Provider may have produced, obtained, learned or otherwise acquired in connection with these Terms and Conditions or through any other source, the Partner/Service Provider agrees not to use in any manner other than that which is specified by Decathlon at any given point of time.
c.The Partner/Service Provider shall not disclose such Confidential Information at any given point of time, except to the extent that any such Confidential Information becomes generally known in the public through no direct or indirect role of the Partner/Service Provider and which is required to be disclosed pursuant to any statutory or regulatory authority or court order. The Partner/Service Provider agrees to use such Confidential Information solely to perform its obligations in connection with these Terms and Conditions, and for no other purpose whatsoever.
d.The Partner/Service Provider shall keep the same valid and shall bring to the notice of Decathlon any expiry, modification, or suspension of any such approvals / licenses and the initiation of any adverse action by the relevant authority concerned in relation thereto. In the event of a breach of representations, Decathlon may invoke the right to terminate the relationship with the Partner/Service Provider and blacklist the Partner/Service Provider, notwithstanding any other rights to seek for other specific or equitable remedies including but not limited to injunction.
e.The Partner/Service Provider shall, subject to the provisions of these Terms and Conditions, be responsible for the selection, hiring, assigning and supervising of the personnel and shall employ sufficient number of personnel to provide the Services in a prompt and efficient manner. The Partner/Service Provider agrees that the personnel shall work under the supervision, control and direction of the Partner/Service Provider.
f. The Partner/Service Provider shall ensure that all its employees working are insured under the Partner/Service Provider’s insurance policy. The Partner/Service Provider confirms that Decathlon shall in no way be responsible for any accidents or incidents leading to injuries, hurt or death, which arises to any party during the subsistence of the relationship between the Partner/Service Provider and Decathlon under these Terms and Conditions.
g. The Partner/Service Provider shall be solely responsible for any accidents, hurts, injuries or death etc. which may arise during the conduct of any Activity under these Terms and Conditions and shall at all times have a legitimate and valid insurance policy to cover any accidents, hurts, injuries or deaths etc. which leads to, or may lead to any claims, damages, losses, penalties etc. on the Parties. In the event the Partner/Service Provider is not able to procure the necessary insurance, the Partner/Service Provider undertakes to make all financial arrangements to cover any claim that may arise on the Party in this regard.
h. As applicable, Partner/Service Provider shall be solely responsible to procure any and all applicable permissions, NOC, licenses etc, from all applicable authorities in respect to these Terms and Conditions, and the promotion, organization and conduct of the Activity being conducted by virtue of these Terms and Conditions.
i. As applicable, Decathlon's nominated representatives will check the feasibility of conducting the Activity based on the Air Quality Index on the day or during the duration of the Activity, the physical exertion involved in the Activity and such conditions as prescribed from time to time. As and when it is deduced that the Air Quality conditions are not suitable for the Activity, Decathlon's representative will inform the Partner/Service Provider and the Partner/Service Provider will immediately ensure that the Activity is cancelled. Decathlon reserves the right to cancel the Activities and/or communicate to the public that Decathlon has withdrawn its support towards the conduct of such Activities and urges all participants to withdraw their participation in the Activities. The Partner/Service Provider agrees to indemnify, and hold harmless, Decathlon if the Partner/Service Provider conducts the Activity when the health hazard exceeds the safe limit.
j. The Partner/Service Provider shall not be entitled to assign the rights resulting from these Terms and Conditions to any third party without the prior permission of Decathlon. Nothing in these Terms and Conditions shall be construed or deemed to construe the granting or vesting by Decathlon of any right, exclusive or otherwise, in favour of the Partner/Service Provider for the usage or commercial exploitation of any property or assets belonging to Decathlon or for the time vested in it.
k. The Partner/Service Provider represents that it shall make all necessary arrangements and efforts to ensure that the Activities are performed and completed in the manner specified.
l.As applicable and during the course of the Activity, the upkeep, maintenance and repair of the Premises will be the responsibility of the Partner/Service Provider.
m. The Partner/Service Provider shall ensure at all times during the conduct of the Activities, the structural establishments of Decathlon Premises and or any Premises shall not be damaged or altered. If found that the structural establishments of Decathlon Premises or any other Premises have been damaged or altered directly or indirectly by the Partner/Service Provider or any of its agents/employees/workers etc., then the Partner/Service Provider shall be liable to pay the costs of restoration of the structural establishments till the original condition of the structure is established, and the Partner/Service Provider expressly discharges Decathlon from any liability whatsoever.
n. The Partner/Service Provider shall be responsible for all consumables used in the Activities unless it is agreed in writing by the Parties that Decathlon or some other party is responsible for such consumables.
o. As applicable, The Partner/Service Provider and its agents/employees/workers etc. are obliged to follow the norms, rules and regulations of Decathlon at all times including the policies relating to ethics/bribery (attached in Annexure 1), non-utilization of drugs, harmful substances and non-consumption of tobacco and alcohol. The Partner/Service Provider and its agents/employees/workers etc. are obliged to follow the instructions of Decathlon at all times.
p. As applicable, the upkeep, maintenance and repair of the dedicated area allotted for the Activity/ies at the Premises will be the responsibility of the Partner/Service Provider.
q. The dedicated area will be inspected by Decathlon consistently during the conducting of the Activity/ies. Decathlon, shall also be at the liberty to check and inspect the dedicated area and its structure from time to time to ensure the right conditions and all safety standards prevail for the Activity/ies.
r.In the event the Partner/Service Provider is using the Premises of Decathlon for any Activity/ies, then Partner/Service Provider shall –
1. respect the working hours of Decathlon;
2. ensure that the Activity/ies is/are monitored by the Partner/Service Provider’s agents/employees/workers etc. at all times;
3. keep a log of the Activity/ies and the participants therein;
4. ensure all agents/employees/workers etc. appointed by the Partner/Service Provider have identity cards;
5. ensure that the agents/employees/workers etc. appointed by the Partner/Service Provider do not access any restricted areas;
s. The Partner/Service Provider herein shall be liable to associate with, manage and operate any third parties who may be associated in the relationship arising herein (including but not limited to any owner of any Premises, a conductor of associated activities under the main Activities, etc.). The Partner/Service Provider, in any such cases, shall be considered as the legal representative of such third parties and shall be bound to follow the provisions of these Terms and Conditions. Any liability which arises on such third party shall be borne by the Partner/Service Provider herein.
t. The Partner/Service Provider and any third party (as mentioned hereinabove) shall be related though a bilateral arrangement between the said parties. Decathlon shall not be privy to such bilateral arrangements.
u. The Partner/Service Provider herein if applicable shall promote Decathlon products, its features, usage more specifically defined under Business Terms (“BT”) and shall be an affiliate/influencer for Decathlon Products on a non-exclusive basis. Partner shall also provide various marketing and other ancillary services to Decathlon from time to time.
Article 4 – Indemnity, Damages, Penalty.
a. The Partner/Service Provider agrees to indemnify, defend and hold Decathlon harmless from and against any claim, liability, obligation, loss, damage, deficiency, assessment, judgment, cost or expense (including, without limitation to costs and expenses incurred in preparing and defending against or prosecuting any litigation, claim, action, suit proceeding or demand) of any kind or character, arising out of or in any manner incidental, relating, or attributable to any inaccuracy, breach, or failure by the Partner/Service Provider to perform and observe the representations, warranties and services described in this Terms and Conditions, or arising out of any wrongful acts or omissions, negligence or misconduct of the Partner/Service Provider, its affiliates, or its employees or its agents. The Partner/Service Provider also agrees to indemnify Decathlon against any claims, losses or damages that Decathlon may suffer in the event the Partner/Service Provider does not comply with any law or statutory obligations, including but not limited to GST. Notwithstanding anything contained elsewhere to the contrary, the Partner/Service Provider agrees that if a remedy at law for any breach of the foregoing covenants be inadequate, Decathlon may, in addition to any other remedies available, shall also be entitled to apply for specific performance or injunction either prohibitory or mandatory.
b. In case any liability, interest, penalties or any other tax/ duty/ amount/ charge/ liability/ costs towards litigation related to GST and/ or cess becomes payable by Decathlon, or if input tax credit is denied to Decathlon due to failure of the Partner/Service Provider to comply with the relevant laws/ regulations applicable in India or overseas, or failure to update any details electronically with reference to GST, the Partner/Service Provider undertakes to indemnify Decathlon for an amount which is equal to the actual amount lost by the Company, or the actual amount which becomes payable by Decathlon to any statutory authorities. Further, Decathlon reserves the right to charge any such amount impacting Decathlon in the form of a debit note raised to the Partner/Service Provider, or in the form of adjustment of future invoices payable by Decathlon to the Partner/Service Provider.
c. Damages - Decathlon shall have the right to deduct from the Commercial Fee payable to the Partner/Service Provider, any financial loss or penalties suffered by Decathlon either due to any non-compliance of the law or statutory obligations, or due to any violation of these Terms and Conditions on the part of the Partner/Service Provider. In the Event the any amount is paid already to the Partner/Service Provider, then the Partner/Service Provider agrees to refund the same to Decathlon by way of a credit note.
d. Penalty - In the event the Partner/Service Provider is unable to fulfil its obligations with respect to the Activity/ies for whatsoever reason, \and thereby Decathlon is forced to cancel the Activity/ies (excluding cancellation in terms with these Terms and Conditions) and such cancellation is done on the date of the Activity/ies, or 10 days prior to the same, then the Partner/Service Provider agrees to pay to Decathlon, by way of a liquidated damage, the amount which has been incurred by Decathlon towards the registration and hosting of such Activities on online platforms (https://play.decathlon.in), or offline platforms, along with 10% of the total Commercial Fee.
Article 5 - Term and Termination
a. The Registration Form and these Terms and Conditions are executed at the Place set forth in the Registration Form and shall be effective from the Date set out in the Registration Form until otherwise terminated in accordance with the provisions of these Terms and Conditions (“Term”).
b. Decathlon may terminate the relationship with the Partner/Service Provider created by way of these Terms and Conditions for convenience at any time for any reason, by providing the Partner/Service Provider not less than twenty four (24) hours prior written notice.
c. If the Partner/Service Provider breaches any material provisions of these Terms and Conditions, or if the Partner/Service Provider fails to conduct the Activities in entirety or in the manner decided, or if the norms, rules and regulations put forth by Decathlon or any third party, or if the Partner/Service Provider fails to provide legitimate information with regard to the Activity, Premises etc. then Decathlon shall have the right to terminate the relationship with the Partner/Service Provider created by way of these Terms and Conditions, forthwith, without any notice whatsoever in addition to blacklisting of the Partner/Service Provider.
d. Upon termination of the relationship created by virtue of these Terms and Conditions, the Partner/Service Provider shall not be entitled to anything above the undisputed fee as per the Registration Form, due and payable for the Activities already completed.
e. The expiration or termination of the relationship created by virtue of these Terms and Conditions for any reason will not release either Party from any liabilities or obligations set forth herein which (i) the Parties have expressly agreed will survive any such expiration or termination, or (ii) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination.
Article 6 - Assignment
a. The Partner/Service Provider shall not transfer or assign any of its rights or obligations under Terms and Conditions without the prior written consent of Decathlon.
Article 7 – Disputes, Governing Law and Competent Jurisdiction
a. These Terms and Conditions shall be governed by the laws of India. The courts in Bangalore shall have the exclusive jurisdiction to adjudicate any matter involved herein.
b. If any disputes are arising out of any acts/omissions/negligence of the Partner/Service Provider, then Partner/Service Provider shall be responsible for the resolution of the same.
c. Any dispute between the Partner/Service Provider and Decathlon will be settled in a mutual and amicable way. In the event such disputes are not resolved, then the aggrieved Party may take the appropriate legal recourse available.
Article 8 - Miscellaneous
a. If any provision of these Terms and Conditions are held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
b. Applicability of any provisions of these Terms and Conditions shall be based on the Activity/ies conducted by the Partner/Service Provider and other specifications mentioned in the Registration Form.
c. If any provisions of these Terms and Conditions are in contravention to the general User Terms and Conditions available on https://play.decathlon.in, then the Partner/Service Provider agrees that the provisions in these Terms and Conditions shall supersede and be binding on the Partner/Service Provider.
d. The Partner/Service Provider agrees that certain deliverables, obligations, special terms, and other details with relation to an Activity shall be decided between the Partner/Service Provider and Decathlon in the form of email or other written forms. The Parties agree that upon the acceptance of these Terms and Conditions, all such email or written exchanges between the Parties shall be governed by the said Terms and Conditions and the failure to adhere to the same will be considered a breach of these Terms and Conditions.
e. The failure of either Party to insist upon the performance of any of the terms, covenants, or conditions of these Terms and Conditions or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the Party with respect to such future performance shall continue in full force and effect.
f. All communications and notices shall be deemed to have been served to the other Party if the serving Party sends the same by way of an email communication to the registered email ID of the other Party.
g. Applicability of the provisions of these Terms and Conditions are subjected to the nature of Activities being conducted herein.
h. It is the Partner/Service Provider’s responsibility to review these Terms and Conditions, and other relevant information on Decathlon’s websites (https://play.decathlon.in, www.decathlon.inwww.decathlon.in, etc.), social media, and offline modes periodically for updates/changes which are subjected to change without any prior notice.
i. These Terms and Conditions are either - (i) set out in the form of an electronic document and is covered by the provisions of the Information Technology Act 2000 and the rules made therein;
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first set forth above.
POLICY AGAINST BRIBERY FOR DECATHLON’s PARTNER/SERVICE PROVIDER
This policy against Bribery and Corruption (“Policy”) is effective and binding on the Partner/Service Providers of Decathlon.
Bribery shall mean the offering, giving, receiving, or soliciting of any item of value to influence the actions of an authority/ officials or other person in charge of a public or legal duty for any commercial advantage. It involves the act of offering, promising, giving or receiving a financial or other advantage with the intention to induce the receiving person for "improper performance" of a relevant function or activity. Bribery includes various forms including but not limited to cash, illegal gratification, gifts* and hospitality (e.g dinner, event tickets, holiday package, etc.,) Authority/ Officials includes public as well as private persons and shall also cover any Authority/ Officials who is located out of India.
1.2 Obligations of the Partner/Service Provider:
1.2.1 The Partner/Service Provider agrees and represents that he is/ shall not indulge into any act of Bribery, on behalf on of Decathlon, either directly or through intermediaries such as agents, consultants, advisers, distributors or any other business partners in relation to the Services rendered to Decathlon.
1.2.2 The Partner/Service Provider agrees and represents that he shall always consult/ obtain Decathlon’s consent prior to interacting with any Authority/ Officials on behalf of Decathlon, if required in relation to the Services during the course of this Terms and Conditions
1.2.3 The Partner/Service Provider is aware of that Decathlon stands by its ethical values and doesn’t tolerate Bribery, at any cost, whatsoever and hence, the Partner/Service Provider shall never approach Decathlon with any form of Bribery with the intention of influencing Decathlon for any commercial benefits/ advantages in respect to the Services hired by Decathlon.
1.2.4 The Partner/Service Provider warrants and represents that during the term of the Terms and Conditions, he shall immediately bring to the notice of Decathlon incase any Authority/Officials approaches the Partner/Service Provider with the intention of gaining any benefits, favours or advantage from Decathlon and shouldn’t commit/ represent such party on the behalf of Decathlon, unless otherwise permitted by Decathlon.
1.2.5 The Partner/Service Provider shall not make any political or any other contributions to any third party on behalf of Decathlon, unless otherwise permitted by Decathlon.
1.2.6 The Partner/Service Provider shall not make any form of wrongful representations or make false endorsement (either implied or expressed) to any third party on the behalf of Decathlon with the intention to promise for any employment offers, internships, tender, etc, in Decathlon in lieu of any benefits, favours, etc.
1.2.7 For any communications related to payment, approval, etc required from Decathlon in relation to this Terms and Conditions, the Partner/Service Provider shall coordinate with only the authorized representatives of Decathlon as assigned from time to time.
1.2.8 The Partner/Service Provider warrants and represents that it shall comply with all applicable laws and regulations related to anti-corruption and Bribery during the term of the Terms and Conditions.
1.3 Right to Audit :
1.3.1 The Partner/Service Provider agrees that Decathlon shall have the right, at any point of time, upon reasonable prior notice, to audit Partner/Service Provider to ensure its compliance with respect to this Terms and Conditions and to inspect all evidentiary documents related to statutory obligations under the applicable laws that the Partner/Service Provider is liable in respect to the Services.
1.3.2 The Partner/Service Provider agrees to provide its complete cooperation and grant access to/ make available all relevant documents and materials as reasonably required for the purpose of the audit, as requested by Decathlon.
1.3.3 Decathlon may appoint an external auditor to perform the audit and if so, the appointed auditor shall be granted access/ provided with all the relevant information and also granted permission to enter the Partner/Service Provider’s premise (if required) for the purpose of the audit.
1.4 Breach of the Policy:
The Partner/Service Provider’s breach of any obligation set out in this Policy and/ or the Partner/Service Provider’s refusal to audit Partner/Service Provider’s records/ failure to provide any relevant document related to the audit shall be deemed to be a material breach of this Terms and Conditions, and Decathlon shall have the right to immediately terminate this Terms and Conditions as per specified in the Terms and Conditions.
*Material or immaterial presents, sums of money, holidays, disproportionate discounts, etc.