Terms & Conditions
These terms are entered between Astrologer working on Rishivar Platform as an Astrologer or an Advisor. If you sign up as an Astrologer on Rishivar APP , you are directly contracting with CodeSate technologies Pvt. Limited.
Hereinafter, the Contributor and the Company shall be referred to collectively, as the “Parties” and individually, as a “Party”.
This Agreement supersedes any previous agreements or arrangements, whether written or oral, between the Parties. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Parties hereto agree as follows:
  1. This Agreement shall commence from the date of joining and shall continue to be in force throughout the tenure, unless renewed further or terminated earlier in accordance with the terms and conditions contained herein. This Agreement may be renewed for such additional periods and on such additional terms as may be mutually agreed between the Parties.
  2. The Contributor agrees to contribute such number of consulting hours on the Platform on a daily basis from time to time (as may be agreed with the Company), and hereby licenses to the Company the exclusive right to publish and disseminate the Services on the Platform. The Services shall comply with the Company’s content guidelines, and the listing of the Contributor on the Platform shall be at the Company’s discretion. Additionally, the Company reserves the right to delist or remove Contributor from the Platform at its discretion and without notice or provision of reasons.
  3. The Contributor agrees to provide the services in the manner and time period communicated by the Company. On providing the services, the Company may provide suggestions and may request the Contributor to make reasonable revisions to the Services. The Contributor agrees to make such revisions as requested by the Company.
  4. The Contributor agrees that the publication and dissemination of its Services on the Platform shall be sufficient consideration for the grant of rights and fulfilment of its obligations hereunder, and the Contributor shall not claim or demand any fees, royalty or amount from the Company for the publicity, publication and dissemination of such Services through the Platform. The Contributor shall be solely responsible (as between the Parties) for any costs, fees, royalty or other amounts due and payable or any taxes, cess or duties applicable assessed or payable in relation to any Services published on the Platform.
  5. The Contributor agrees to provide Services to the Company on demand basis as regularly communicated by the Company during the Term of the Agreement. Further, the Contributor agrees:
    1. to contribute four articles or a video on a monthly basis; and
    2. that if the Company runs a sale, then the Contributor’s per minute rate shall be halved during that time, subject to every weekend.
  6. The Contributor shall strictly comply with any instructions issued by the Company with respect to the provision of Services. The Contributor shall provide the Services through such tool/platform as determined by the Company. The Contributor shall be responsible for all calls, chats, content published or uploaded through the tool/platform. The Company shall in no event be liable or responsible towards the Contributor or any third party availing the Services in respect of any calls, chats, content published or uploaded through the tool/platform by the Contributor.
  7. The Contributor shall procure and ensure that requisite and appropriate equipment and internet connection at all times is available to access the Platform and/or any other tool/platform/ for providing the Services under the Agreement and shall deliver the Services in real-time and without delay or disruption during the Term of the Agreement.
  8. Pricing:
    • The pricing facility is provided to you on your dashboard which can be reviewed on the request being submitted by you the technical team. You agree to the policy that the pricing can be increased or decreased upto 20% after the gap of 60 days from the dat of joining or last price updated on your profile.
    • It is agreed between the parties that the amount paid by the customer for the consultation through Rishivar App or website, 50% shall be paid to you detailing the amount deducted due to the promotional offer given to the customer.
    • Any fees paid by the Company to the Contributor will be excluding goods and service tax but subject to applicable withholding taxes. All goods and service taxes on the Services shall be to the account of the Contributor. If any tax or cess has already been paid by the Company to the Contributor, the same shall be repaid to the Company with the interest.
    • At any time during the Term of this Agreement, the Company shall have the right to revise the commercials for any Services by informing the Contributor through email communication or through the execution of an addendum or a work order to the Agreement. Such revised commercials shall be governed by the terms of the Agreement.
    • The Contributor shall raise an invoice at the end of every calendar month. The invoice shall contain the details of Services provided by the Contributor during the month. The Company shall pay the undisputed invoice amount within thirty (30) days from the date of receipt of the invoice.
    • The Contributor as a registered supplier of services under GST shall issue tax invoice for the services provided under the Agreement within the time limits set out under the GST law which shall allow the Company to claim an input tax credit which is permitted under the GST law. In the event the Company is not able to claim the input tax credit for the services provided under this agreement, due to non-payment or delay in filing of the relevant returns by Contributor to the relevant tax authority as prescribed under the applicable law, in such an event the Company reserves the right to claim the said input credit from the Contributor including any penal interest charged to the Company by the tax authorities for delay in filing of the returns by the Contributor on the GST portal.
    • If only a part of the services is completed by the Contributor, the Company shall not be liable to make any payments. The Company may however choose to make a part payment on a pro-rata basis at its sole discretion.
    • In an event the Company is unable to claim credits for the applicable taxes mentioned above, arising due to such a delay or deficiency by the Contributor, the Contributor agrees to indemnify and pay the Company for any loss, claim or liability of tax including but not limited to any G.S.T, interest, penalty, and/or any cost of litigation. In the event the Contributor does not pay or contributes with its delay and/or deficiency and/or default, then the Company, at its sole discretion, shall have the right to deduct the aforesaid amount from the next immediate instalment due and payable to the Contributor.
    • Any over budget due to Contributor’s inability to claim GST credits available under GST Act, if applicable, will not be borne by the Company, and will have to be paid by the Contributor at its sole cost, without any recourse to the Company.
    • If in the sole discretion of the Company, the services provided by the Contributor are not satisfactory, adequate, timely or otherwise as per market standards, the Company shall have the right at its discretion to deduct a portion of the fee payable to the Contributor towards penalty. The Contributor shall be deemed to have waived such deducted portion of the fees and the Company shall not have any liability towards the Contributor in respect of such deducted portion of the fees.
  9. Resignation and Termination:
    1. The Contributor shall automatically cease, without the need or requirement of issue of any notice or other form of communication from the Company, on the completion of the Term.
    2. Termination by the Company:
      The Company may:
      • terminate the Agreement with immediate effect and without any payment of pro-rata fee, through the issue of written notice, in the event of
        1. any violation of applicable law or the terms of this Agreement;
        2. failure or inadequacy in the performance of the services, especially in the timeliness of delivery of Services; or
        3. any instance of uploading or posting of content of an abusive, lascivious, immoral, prurient, racist, or objectionable nature or of such nature as to denigrate or degrade any person, community or ethnic, linguistic or regional group;
      • terminate the Agreement with immediate effect, through the issuance of written notice if the Contributor suffers any incapacity for any reason, in such a manner so as to render the Contributor, in the Company’s sole reasonable opinion, incapable of properly performing the duties and services required hereunder; and
      • terminate the Agreement through the issuance of three (3) days’ written notice without cause. In the event of a termination under this sub-clause, or under sub-clause (b) above (and not under sub-clause (a)), the Contributor shall be entitled to receive a pro-rata amount of the fee for the Services until the date of termination.
    3. The Contributor may terminate this Agreement only after providing the Company a written notice of at least 1 month (s) prior to his intention to terminate. It is hereby clarified that during such notice period, the Contributor shall be obligated to render the Services he/she has been engaged to render under this Agreement at the same level of service conditions as stipulated in this Agreement (including but not limited to under Clauses 2, 3, 4, 5, 6, 7, 10, 12, 13, 16 and 17), and shall not deteriorate the level of service quality in any manner. The Contributor will be mandatorily be required to serve the notice period, unless waived by the Company at its sole discretion.
  10. Contributor’s Covenants:
    The Contributor agrees and acknowledges to:
    • honestly, faithfully, and diligently perform the services and duties detailed herein in a professional and highly competent manner, to the best and full limit of the Contributor’s abilities at all times;
    • ensure that the Services generated as part of the services under the Agreement shall constitute an original work of authorship on and shall not infringe the intellectual property rights, privacy, publicity or other proprietary rights of any person;
    • ensure that the Services generated as part of the services under the Agreement must reflect a positive viewpoint of Vedic Sciences and its wellness components, and shall not upload or post any content which is of an abusive, lascivious, immoral, prurient, racist, or objectionable nature or of such nature as to denigrate or degrade any person, community or ethnic, linguistic or regional group;
    • devote time and attention to the fullest extent as may be required to perform the services pursuant to this Agreement;
    • to not sub-contract or assign any part of the services under the Agreement to any third person as the Agreement is of personal services;
    • to acknowledge and understand that time is of the essence of this Agreement, and any failure in complying with the timelines specified by the Company for the provision of Services will be deemed to be a material breach of this Agreement;
    • to not accept work or enter into any agreement or accept any obligation inconsistent or incompatible with the obligations or duties under this Agreement;
    • to not cease to render or suspend the performances of the Agreement during the Term;
    • to not make any representations to any person whatsoever on behalf of the Company;
    • to not represent to be an employee of the Company or is otherwise engaged by the Company in any capacity other than as provided in this Agreement, to any person, entity or third party; and
    • to have no authority or power to legally or contractually bind or obligate the Company in any way and consequently shall not sign any legal or other documents, for and on behalf or representing the Company.
  11. Non-Competition and Non-Interference:
    • The Contributor shall not, during the Term and for a period of 1 years thereafter, directly or indirectly, join, provide services to or have an interest in (in any capacity whatsoever) the Company’s competitor - CodeSate Technologies Private Limited and/or its direct/indirect affiliates (whether individual or a body corporate) as an employee, consultant or otherwise, whether on a full time basis or a part time basis; and
    • The Contributor shall not, during the Term and for one (1) year from the date of cessation of this Agreement, directly or indirectly, encourage any employee, agent or consultant of the Company to leave the Company for any reason or solicit such other person to accept employment or engagement with any other company or individual. The scope and duration of the restrictive covenants in this clause are reasonably designed to protect the interest of the Company and are not excessive in the light of the circumstances.
  12. Non-Disclosure and Injunctive Relief:
    • The Contributor shall secure and protect and not, either during the Term or at any time thereafter, disclose, communicate, use, transfer or sell, any Confidential Information of the Company to any person or entity. Further, during the Term, the Contributor shall use the Company’s Confidential Information only to the extent necessary and solely and exclusively for the performance of the Agreement, in accordance with the Company’s instructions and guidelines. Confidential Information, includes, but is not limited to, the terms of this Agreement, any information regarding the Company’s business methods, affairs, strategies, business policies, product and/or service development plans, procedures, techniques, sales information of any kind, user lists, financial information of any kind, trade secrets or other knowledge possessed by the Company which is not generally known by individuals outside of the Company (hereinafter “Confidential Information”). The Contributor agrees that it will not disclose, use, copy, reproduce, perform, publish, display, distribute, modify, re-format or use in any other manner the Confidential Information, Work Product, the Company Material or any other proprietary information of the Company during the term of this Agreement or any time thereafter in perpetuity.
    • The Contributor acknowledges and agree that any threatened or actual breach of any of the terms of this Agreement including the above obligations concerning Confidential Information, non-compete, non-solicit may cause irreparable loss to the Company and the said loss may not be compensated by monetary compensation and, in addition to all other rights and remedies that the Company may have under law and equity, the Company will have the right to seek appropriate injunctive relief and/or specific performance of the Contributor’s obligations from courts of competent jurisdiction.
  13. Security:
    For the purpose of enabling the performance of services under the Agreement, the Company will provide the Contributor with access credentials to its Platform which would permit the Contributor to consult users directly on to the Platform. The Contributor acknowledges and agrees to be responsible for maintaining the confidentiality of the access credentials and accepts responsibility for all activities that occur under the access credentials provided by the Company. All actions performed by any person using the Contributor’s access credentials shall be deemed to have been committed by the Contributor and the Contributor shall be liable for the same. Without prejudice to the generality of the foregoing, the Contributor agrees and undertakes to:
    • Not disclose the access credentials to anyone or allow anyone else to operate or access the system or tools, allotted by the Company;
    • Be vigilant and notify the Company immediately of any breach or attempt of unauthorised usage of the access credentials;
    • Not attempt to learn or use access credentials allotted to others;
    • Not leave any computer or system unattended that has been logged with the access credentials;
    • not to use any device, software that interferes or attempt to interfere with the proper working of the platform or with any activity being conducted on the platform;
    • not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the platform other than the search engine and search agents available on the platform.
  14. Company’s Resources:
    The Contributor recognises that all the Company resources of any kind and nature used or that the Contributor has access to for the successful completion of services as contemplated herein, including but not limited to software, IT tools, user information, Confidential Information, written material, files, documentation, data, methods, and procedure or any material that the Contributor shall have access to during the Agreement with the Company (“the Company Material”), are the sole property of the Company. In this regard, the Contributor shall not, except pursuant to the prior permission of the Company in writing and solely to the extent necessary for the provision of services, take any the Company Material out of the work premises/export them on to any external storage device. The Contributor shall not use any the Company Material for unauthorised or personal purposes and shall return all the Company Material to the Company upon the termination or cessation of Agreement with the Company and in any case prior to the date on which the termination or cessation takes effect. The Contributor shall certify in writing that that the Contributor has not retained and/or does not have in possession or custody (which includes the possession or custody of persons associated with the Contributor or deriving such possession or custody through the Contributor) any the Company Material on or prior to the termination or cessation of the Agreement with the Company.
  15. Litigation Support:
    The Contributor agrees to cooperate with the Company, during the Term and thereafter, and shall be available to testify on behalf of the Company or any subsidiary or affiliate of the Company, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, before any arbitral, administrative, judicial, legislative, or other body or agency, to the extent such claims, investigations or proceedings relate to services as well as related duties performed or required to be performed under this Agreement by the Contributor, pertinent knowledge possessed, or any act or omission by the Contributor. The Contributor further agrees to perform all acts and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this clause. Except where the provision of testimony or rendering of assistance in accordance with this clause is required under the law, the Company agrees to reimburse the Contributor, to the extent permitted by the law, on an after-tax basis, for all expenses actually incurred in connection with this provision of testimony or assistance in accordance with this clause.
  16. Non-Disparagement:
    The Contributor shall not, at any time during Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the Company or any of its subsidiaries or affiliates or their respective officers, directors, personnel, advisors, businesses or reputations.
  17. Intellectual Property Rights:
    The Contributor acknowledges that all copyright and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world which are conceived, developed or made by the Contributor during and in the course of providing Services to the Company or otherwise using the Company Material ("Work Product") belong to the Company and the Contributor by virtue of signing this Agreement assigns all rights, title and interest in the Work Product in perpetuity and world-wide basis to the Company, which assignment shall be irrevocable and on royalty-free basis, such that the Company is rendered the sole and exclusive owner of all rights and proprietary interest in the Work Product from the moment of its creation. It is expressly clarified that such Work Product shall include all content authored or created by the Contributor in the course of the performance of the Agreement. The Contributor shall promptly disclose such Work Product to the Company and perform all actions reasonably requested by the Company (whether during or after the Term) to establish and confirm such ownership (including the execution of assignments, consents, powers of attorney and other instruments) of the Company and right to the Work Product. The Company and its successors and assigns, may in their sole discretion, modify, edit, add to, delete from, distribute, license, duplicate, use, and otherwise exploit the Work Product in any manner or forum whether now known or hereafter created in perpetuity and throughout the world. The Company shall exclusively have all rights to use, reproduce, perform, publish, display, distribute, modify, re-format or use in any other manner the Work Product and create and exploit derivative works of such Work Product.
  18. Proprietary Rights:
    All rights in Confidential Information and the Company Material disclosed or provided to the Contributor belongs to the Company. By disclosing information to the Contributor, the Company does not grant any express or implied right in such Confidential Information and/or the Company Material to the Contributor other than a limited license to use such Confidential Information and the Company Material for the purpose of the performance of the Agreement. The Contributor hereby agrees and confirms that all the views and opinions expressed by the Contributor during services, are Contributor’s personal views and opinions and the Company shall not be responsible for the same in any event whatsoever.
  19. Representations and Warranties:
    By signing this Agreement, the Contributor represents and warrant to the Company the following:
    1. The Contributor has the power to execute, deliver and perform the obligations under this Agreement;
    2. The Contributor is under no contractual commitments (including without limitation any non-competition, non-solicitation, proprietary information and inventions, shareholders’, investors’ or similar agreement) inconsistent with the obligations to the Company under this Agreement;
    3. That the execution, delivery and performance of the obligations under this Agreement does not and will not contravene any law, regulation or order of any governmental or other official body or agency or any judgment or decree of any court having jurisdiction over the Contributor; and
    4. There are no pending litigations, actions, suits or proceedings against the Contributor or affecting any of the Contributor’s assets and there has been no event or occurrence which, in each case, might reasonably be expected to have an adverse effect on the Contributor’s ability to perform the obligations hereunder.
  20. Use of Name, Likeness, Biography:
    In connection with the services to be performed by the Contributor hereunder and the Company’s exploitation of the Work Product, the Contributor agrees that the Company and its licensees, assignees, and partners shall have an irrevocable right to the Contributor’s name, image, signature, likeness, voice, photograph, persona, trade dress and biography (“Service Provider Image”) for publicity purposes and otherwise in connection with the exploitation of the Work Product, in perpetuity and throughout the world, without any requirement of having to obtain an prior approval from the Contributor in connection with such usage. The Contributor agrees that the Fee payable constitutes sufficient consideration for the rights granted to the Company hereunder and no additional consideration shall be due and liable to the Contributor. The Company undertakes that the Service Provider Image will not be used by it in a manner which will bring the Contributor into disrepute.
  21. Indemnity:
    The Contributor shall indemnify and hold harmless the Company, the Company’s affiliates, partners, licensees and assignees, and all of their personnel, directors, agents and officers (hereinafter the “Indemnified Parties”), for all costs, liabilities, judgments, claims, losses, expenses (including attorney’s fee and expenses), and damages (direct or indirect, general or special) which may be suffered by the Indemnified Parties:
    1. as a consequence of the Contributor’s breach of any term of this Agreement (including any representation or warranty or covenant herein);
    2. as a consequence of the breach or alleged breach of a third party’s intellectual property rights by the Contributor’s performance of the Services; or
    3. in relation to the Contributor’s performance of the Agreement including on account of any deficiency in, inadequate performance, or non- performance of the Services under the Agreement. The Company shall have the right to set-off any indemnity payments due to the Company by the Contributor under this Clause, from the fee payable by the Company to the Contributor.
  22. Data Protection:
    In the event that the services to be provided by the Contributor involve the collection of individual’s names and/or other personal data for the purpose of controlling or processing such data, the Contributor shall obtain the necessary consent from the relevant individuals or ensure that it otherwise has the right under the relevant applicable data protection laws and regulations to receive such data. With respect to any personal data provided by the Company or otherwise received by the Contributor for processing under this Agreement, the Contributor shall:(a) process such data only for the purposes of providing the services; (b) take such security measures against unauthorised and unlawful processing of, accidental loss of, destruction of or damage to personal data as may be required, to ensure the highest level of security appropriate to the harm that might result from such processing, loss, destruction or damage and the nature of the data to be protected; (c) answer the Company’s reasonable enquires to enable the Company to monitor the Contributor’s compliance with this Clause; and (d) provide such reports or permit the Company to audit the Contributor, in order to confirm that such measure are in place. The Contributor undertakes to comply with the relevant applicable data protection laws and regulations and keep personal data secure and only use such data in accordance with such applicable data protection laws and regulations.
  23. Force Majeure:
    If either Party is unable to perform its obligations under this Agreement due to the occurrence of an event or circumstances beyond the control of either party, which shall include (but shall not be limited to) acts of God, riot, civil commotion, terrorism, pandemics, epidemics, acts of government, local government and parliamentary authority (“Force Majeure”), whereby such party will not be able to comply with one or more of the terms of this Agreement, then that Party will not be deemed to have defaulted under this Agreement. Each Party agrees to use all reasonable efforts to enable performance under this Agreement to continue. On the happening of the Force Majeure circumstances, the Company shall not be liable to pay the Fee for such time as the Force Majeure situation continues. However, if the Force Majeure circumstances continue for a period of thirty (30) days then Parties shall mutually discuss on the remainder term of the Agreement.
  24. Costs:
    Each Party will be responsible for bearing all costs and expenses incurred by it (including the fees and costs of any professional, financial and technical advisers) associated with the negotiation of the terms of the Agreement and the performance of such Party’s responsibilities as per the Agreement. Any stamp duty payable on this Agreement shall be borne equally by the Parties.
  25. Signature:
    The Parties agree and acknowledge that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (“pdf”) shall be as effective as signing and delivering the counterpart in person.
  26. Liquidated Damages:
    • In the event the Contributor shares his/her personal details or any Confidential Information with the end users in breach of this Agreement ("Event of Default 1"), in addition to any other remedies available to the Company under this Agreement, in law or in equity, the Contributor shall be liable to pay to the Company, an amount of INR 11,000 towards liquidated damages ("Liquidated Damages 1").
    • In the event the Contributor breaches the terms of Clause 9.3 ("Event of Default 2"), in addition to any other remedies available to the Company under this Agreement, in law or in equity, the Contributor shall be liable to pay to the Company, an additional amount of INR 51,000 towards liquidated damages ("Liquidated Damages 2").
    • Without prejudice to the terms of Clause 12, in the event the Contributor breaches the terms of Clauses 6 and 11 ("Event of Default 3"), in addition to any other remedies available to the Company under this Agreement, in law or in equity, the Contributor shall be liable to pay to the Company, an additional amount of INR 51,000 towards liquidated damages ("Liquidated Damages 3").
    • The Contributor acknowledges and agrees that any payments and/or actions to be made and/or undertaken towards Liquidated Damages 1, Liquidated Damages 2 and Liquidated Damages 3 shall be made without any deduction for, or on account of any taxes, withholding or set-off, are not in the nature of a penalty but a fair compensation for the losses or damages that shall be suffered by the Company upon the occurrence of an Event of Default 1, Event of Default 2 and/or Event of Default 3 (respectively), (and are therefore, in the nature of genuine pre-estimated liquidated damages). The Contributor accordingly waives all rights to raise any claim or defence that such payments are in the nature of a penalty and undertake that they will not raise any such claim or defence. The Company shall be entitled to set off the Liquidated Damages 1, Liquidated Damages 2 and Liquidated Damages 3 from any payments due to be made by the Company to the Contributor. Upon any payment towards Liquidated Damages 1, Liquidated Damages 2 and Liquidated Damages 3 becoming due, the Company shall be deemed to be a creditor of the Contributor.
  27. General:
    The Company may assign in whole or in part, the benefits or obligations of this Agreement to any person, without the Contributor’s prior consent. The Contributor cannot assign or sub-contract this Agreement. This Agreement cannot be amended or modified except by an express written agreement signed by the Contributor and a duly authorised officer of the Company. The terms of this Agreement and the resolution of any disputes will be governed by the laws of the Republic of India. The jurisdiction for all disputes arising out of and in relation to the Agreement shall vest exclusively with the courts in Uttar Pradesh, India. Without prejudice to the forgoing, any dispute arising out of or relating to this Agreement, including the validity and interpretation of this Agreement and non-contractual disputes and claims, shall be referred to and finally resolved by arbitration under the rules of the Arbitration & Conciliation Act, 1996, which rules are deemed to be incorporated by reference into this Clause. The arbitration shall be presided by a sole arbitrator jointly appointed by the Parties acting as claimant and defendant. The seat and venue of arbitration shall be at Noida, India. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of the Agreement. The terms of this clause and any other clauses of this Agreement that by their nature are meant to survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. The invalidity or unenforceability of any provisions of the Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Agreement in such jurisdiction or the validity, legality or enforceability of the Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.