This document is an electronic record 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.
This document is a legally binding agreement between a Seller (as defined below) or a Buyer (as defined below), as the case may be (acting by itself or through its representatives) (collectively referred to as “ you”, “ your”, “ User” hereinafter) who access or use or transact on the Platform and avail Service for a commercial purpose only and the Rawthread Networks Private Limited (referred to as “we”, “our” or “DHEERTA” hereinafter). You acknowledge and agree that the Platform is a business to business (B2B) platform and provides services to business entities only.
Additional terms and conditions may apply to You in respect of availing specific services and/or to specific portions or features of the Platform, including but not limited to, Services, any other additional services as may be offered by us from time to time, contests, offers, schemes, promotions or other similar features, all of which terms are to be read as part of these Terms. You agree to abide by such other terms and conditions, including, where applicable, representing that You have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Platform or for any specific service offered on or through the Platform, the latter terms shall control with respect to your use of that portion of the Platform or the specific service.
For the ease of reference, this document is divided into following sections:
I. General Terms applicable to all users on the Platform;
II. Terms applicable to Buyers (“Buyer Terms”); and
III. Terms applicable to Sellers (“Seller Terms”).
i. You must register on the Platform in order to access and use the Services. Further, Dheerta reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that Dheerta may impose in its discretion.
ii. In case you avail services while accessing the Platform, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third party service provider(s), as the case may be. Dheerta disclaims all liability for any claims that may arise pursuant to your use of services provided by such third party service provider(s).
iii. User agrees and confirms that any Services provided to you by Dheerta are on best efforts basis and Dheerta may engage services of third party service provider(s) to facilitate such Services to you. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.
iv. User acknowledges that the Services are being provided to you on a ‘as is’ and ‘as available’ basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.
v. Dheerta may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with Dheerta.
The Platform is available for use and access to Users who can form legally binding contracts under Indian Contract Act, 1872. For the purposes of these Terms, the term ‘persons’ shall mean any sole proprietor, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other body corporate duly incorporated under the laws of India. User must not use the Platform and its Services for their personal use and the Platform shall be used by the User only for their business purposes.
i. User must be registered on the Platform to access or avail the Services for its commercial purposes. You agree and acknowledge that you will transact on the Platform only for your business purposes and not for personal use. Except with Dheerta’s approval, one User may only register one account on the Platform. Dheerta may cancel or terminate a User’s account if Dheerta has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, Dheerta may reject User’s application, without assigning any reasons thereof, for registration for any other reason.
ii. A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your user account on the Platform or by using the unique OTP will be deemed to have been authorised by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by you.
iii. When you access the Platform you are electronically communicating with Dheerta. Dheerta may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from Dheerta with respect to your use of the Platform and it shall be deemed by your continued use of the Platform that you agree and consent to receive any communications from Dheerta.
i. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform (the “Platform Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with Dheerta, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).
ii. Dheerta may allow User’s access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such third parties’ terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that Dheerta has no control over such third parties' web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
iii. You agree not to undertake any action which may undermine the integrity of Dheerta’s feedback system.
iv. You agree that the Services shall be availed by you only for commercial purposes that is for sale or purchase of products for further distribution or sale. You further agree that you will not use the Platform or any of its Services thereof for your personal use or consumption.
v. By posting or displaying any information, content or material (“User Content”) on the Platform or providing any User Content to Dheerta or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to Dheerta to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to Dheerta that you have all the rights, power and authority necessary to grant the above license.
vi. User agrees, undertakes, and confirms that User’s use of Platform shall be strictly governed by the following binding principles:
a. User shall not host, display, upload, modify, publish, transmit, update or share any information which:
1. belongs to another person and to which User does not have any right to;
2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
3. is misleading in any way;
4. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
5. harasses or advocates harassment of another person;
6. involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using Dheerta’s communication Platform;
7. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
8. infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity;
9. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
10. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
11. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
12. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
13. contains video, photographs, or images of another person (with a minor or an adult);
14. tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
16. solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
17. interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services;
18. refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
19. harm minors in any way;
20. infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
21. violates any law for the time being in force;
22. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
23. impersonate another person;
24. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
25. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
26. shall not be false, inaccurate or misleading;
27. shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.
28. shall not create liability for Dheerta or cause Dheerta to lose (in whole or in part) the Services of our internet service provider ("ISPs") or other suppliers.
b. You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content on the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content on the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. Dheerta reserves its right to bar any such activity.
c. User shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the Services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.
d. Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other User, including any account on the Platform not owned by User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Platform.
e. Each User agrees to indemnify Dheerta, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) your submission, posting or display of any User Content; (ii) from your use of the Platform or Services; (iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any service availed by you from a third party service provider using any dispute inter-se Users; and/or (vi) your negligence or wilful misconduct.
i. If any User breaches any Terms, or if Dheerta has reasonable grounds to believe that a User is in breach of any Terms, or could subject Dheerta or its affiliates to liability, or is otherwise found inappropriate or unlawful in Dheerta’s opinion, Dheerta shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
a. suspending or terminating the User’s account and any and all accounts determined to be related to such account by Dheerta in its discretion;
b. blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;
c. removing any product listings or other User Content that the User has submitted, posted or displayed;
d. withhold settlement of payments by Dheerta to the User;
e. any other corrective actions, discipline or penalties as Dheerta may deem necessary or appropriate in its sole discretion.
ii. Notwithstanding anything contained herein these Terms, Dheerta may with or without notice and in its sole discretion be entitled to suspend, de-activate, or de-list any product listings or User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behaviour of the User on the Platform etc.
iii. In the event a User becomes inactive or if no transaction is noticed by Dheerta, in such a case Dheerta reserves its right to delist, deactivate or suspend a User’s account in its sole discretion, with or without giving any notice to the User.
iv. Dheerta reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you. Further, Dheerta may disclose the User's identity and contact information, if requested by any third party, government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.
v. If it comes to the knowledge of Dheerta or Dheerta reasonably believes that any User has availed any Services to obtain any product/service for its personal use or consumption or for any purpose other than a commercial purpose, Dheerta shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User’s account and any and all accounts determined to be relation to such account.
i. When a product is listed for sale on the Platform by a Seller, products sold to Buyer by the Seller will be governed by the bipartite contractual arrangement entered into directly between the Buyer and the Seller. Buyer agrees that Dheerta cannot and does not confirm each Seller’s purported identity. Dheerta encourages Buyers to exercise discretion and caution while dealing with various Sellers.
ii. User further acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes. Buyer agrees to purchase the products from the Seller for further resale or commercial purpose and shall not use the products purchased for your personal use or consumption.
iii. For any Services, Dheerta does not represent either the Seller or the Buyer in specific transactions. Dheerta does not control and is not liable to or responsible for the quality, safety, suitability of products, lawfulness or availability of the products or services offered for sale on the Platform, or the ability of the Seller to complete a sale or the ability of Buyers to complete a purchase. Dheerta does not implicitly or explicitly support or endorse the sale or purchase of any products on the Platform. At no time shall any right, title or interest in the products sold through or displayed on the Platform vest with Dheerta nor shall Dheerta have any obligations or liabilities in respect of any transactions on the Platform.
iv. Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions (hereinafter referred to as “Transaction Risk”) in connection with using the Platform or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. User acknowledges and undertakes that it is transacting on the Platform at its own risk and is using its best and prudent judgment before entering into any transactions through the Platform.
v. Dheerta shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the products and hereby expressly disclaims any and all responsibility and liability in that regard. Dheerta shall not mediate or resolve any dispute or disagreement between Buyer and the Seller of the products or any third party that is rendering services to you.
vi. In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify Dheerta (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. This clause shall also apply to any services opted for by the User by accessing any link from Dheerta site to avail of any independent services related to the transaction of buy-sell conducted on the Platform from any third party.
vii. We do not make any representations pertaining to the information, content, products included on or delivery of the products or otherwise made available to User and User acknowledges that we are only acting as an intermediary between the Buyer and the Seller. User hereby further agrees, acknowledges and confirms that we are not responsible in any way for the products purchased by the Buyer from the Seller and it is explicitly agreed by the User that we will not in any way, under any circumstances whatsoever, be responsible or held liable for products purchased by Buyer from the Seller and/or in relation to any issue and/or dispute thereof. User hereby further agrees, acknowledges and confirms that under the aforesaid circumstances Buyer’s only recourse will be against the Seller and we will not be made a party to any such issue and/or dispute between the Seller and the Buyer.
viii. The User(s) shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required under applicable law) regarding the right and authority (if required under applicable laws) to re-sell, trade, re-distribute or export or offer to sell, trade the products or services and such sale, trade, distribution or export or offer does not violate any applicable laws.
i. To the maximum extent permitted by law, the Services provided by Dheerta on or through the Platform are provided "as is", "as available" and “with all faults”, and Dheerta hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
ii. To the maximum extent permitted by law, Dheerta makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; Dheerta does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the platform does not violate any third party rights; and Dheerta makes no representations or warranties of any kind concerning any product or service offered or displayed on the platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of Dheerta for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.
iii. Under no circumstances will Dheerta be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on platform or any services availed, even if Dheerta has been advised of the possibility of such damages.
i. Under no circumstances shall Dheerta be held liable for any losses, delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties.
i. Dheerta is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with Dheerta or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by Dheerta are hereby reserved.
ii. "Dheerta" and any other related icons and logos are registered trademarks or trademarks or service marks of Rawthread Networks Private Limited, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
iii. Dheerta may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “Dheerta” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by Dheerta.
i. All legal notices or demands to or upon Dheerta shall be made in writing and sent to Dheerta personally, by courier, certified mail, or facsimile to the following entity and address: Rawthread Networks Private Limited, A-2 Poonoviyam Appt. K.P.N Colony, 5th Street, Tirupur-641601 (Tamil Nadu) , Attn: Legal Department. The notices shall be effective when they are received by Dheerta in any of the above-mentioned manner.
ii. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Dheerta, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge or through such other mode of communication as Dheerta may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) Dheerta is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon Dheerta posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.
i. Unless otherwise communicated to you by Dheerta, the Terms (including its sections as may be applicable to the Seller or Buyer) constitute the entire agreement between User and Dheerta and govern the User’s use of the Platform and any of the Services. The Terms shall supersede any prior written or oral agreements that you may have had in relation to the use of the Platform and any of the Services.
ii. Dheerta and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between you and us is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow you to create or assume any obligation on our behalf for any purpose whatsoever.
iii. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
iv. Dheerta’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of Dheerta’s right to act with respect to subsequent or similar breaches.
v. Dheerta shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Dheerta). User may not assign, in whole or part, the Terms to any third party or person.
vi. The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Coimbatore, Tamil Nadu, India.
The provisions of this section II shall be applicable only to Buyer(s). These Buyer Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Buyer Terms, the provisions of Buyer Terms shall supersede and prevail.
i. You represent, warrant and agree that:
a. you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
b. you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
c. you will use the Platform and Services for business purposes only;
d. you will not use or access the Platform for your personal purposes and any Products that you purchase shall be for commercial purposes and not for personal consumption;
e. the address you provide when registering your account on the Platform is the Buyer place of business of your business entity;
f. your business is validly existing and incorporated / established as per the provisions of applicable laws;
g. you shall comply with all applicable laws while using and accessing the Platform;
h. you and Products or services provided by you on the Platform (if any) comply with applicable laws;
i. you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;
j. any User Content that Buyer submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party
ii Buyer will be required to provide information or material about Buyer’s entity, its business, services or products as part of the registration process on the Platform or your use of any Service or the Buyer account and such information may be required to be furnished by Dheerta from time to time. Buyer represents, warrants and agrees that:
a. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current and complete; and
b. Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
iii. Buyer may be required to promptly furnish additional documents or information as and when requested by Dheerta to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing Dheerta reserves its right to take appropriate measures as set out under Clause 7 (Breaches and Suspension) of the General Terms.
v. FEES AND CHARGES
a. Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra and Buyer will be liable to pay the same.
b. The charges shall be subject to applicable taxes, as per prevailing applicable laws. Buyer shall deduct income tax as applicable against the amounts payable to Dheerta if required by applicable law, except to the extent where Dheerta submits a nil/reduced withholding certificate. Buyer shall remit the withholding taxes to the relevant tax authorities and enable Dheerta to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.
c. For any additional services availed by the Buyer from Dheerta, Dheerta will charge additional charges for any such additional services. Dheerta may enter into a separate bi-partite contractual arrangement with the Buyer for provisioning of such additional services to the Buyer.
vi. LIMITATION OF LIABILITY AND INDEMNITY
We shall not have any liability whatsoever for any claims arising from:
(a) any of your acts or omissions;
(b) compliance with the instructions given by you or any person acting on your behalf;
(c) an act or order of any government authority;
(d) the insufficiency of the packing or labelling of Shipment;
(e) the nature, description, or contents of the Shipment;
(f) any force majeure event;
(g) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence; and/or
(h) any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or Products hereunder.
The provision of this Section III shall be applicable only to a Seller(s). These Seller Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Seller Terms, the terms of Seller Terms shall supersede and prevail.
For the purposes of this Section, the following capitalised terms shall have the following meaning:
a. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests.
b. “Product(s)” shall mean goods of any categories (other than Dangerous Goods).
c. “Seller” shall have the meaning ascribed to it under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Seller.
d. “Standard Platform Services” shall mean the use and access of the Platform by the Seller, which includes but not limited to creation, display and updating of product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Seller Terms and General Terms.
ii. SELLER’S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
a. You represent, warrant and agree that:
1. you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
2. you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
3. you shall use the Platform and Services for business purposes only;
4. you will not use or access the Platform for your personal purposes and any Products that you may sell are for commercial purposes and not for personal consumption;
5. the address you provide when registering your account on the Platform is the Seller place of business of your business entity;
6. your business is validly existing and incorporated / established as per the provisions of applicable laws;
7. you shall comply with all applicable laws while using and accessing the Platform;
8. you and Products or services provided by you on the Platform (if any) comply with applicable laws;
9. you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;
10. any User Content that Seller submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);
11. you have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights;
b. Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process on the Platform or your use of any Service or the Seller account. Seller represents, warrants and agrees that:
1. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service is true, accurate, current and complete; and
2. Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
c. Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Platform in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing Dheerta reserves its right to take appropriate measures as set out under Clause 7 of the General Terms.
e. Standard Platform Services
1. You are allowed to list Products(s) for sale on the Platform subject to your compliance with these Seller Terms. You must be legally able to sell the Products(s) you list for sale on the Platform.
2. You must ensure that the listed product(s) do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics and pictures that describe your product for sale.
3. All listed product(s) must be listed in an appropriate category on the Platform. All listed Products must be kept in stock for successful fulfilment of sales. You agree to adhere to the listing guidelines that may be communicated to you by Dheerta, from time to time.
4. The listing description of the product must not be misleading and must describe actual details and condition of the product. If the product description does not match the actual condition of the product, you agree to refund any amounts that you may have received from the Buyer.
5. You represent, warrant and agree that you will avail the Services of the Platform only for the business and commercial purposes and will not use the Platform for availing and products/services for personal use or consumption. The Products offered or sold by you to the Buyer through the Platform shall only be used by the Buyer for resale or commercial purpose and shall not be for the purposes of personal use or consumption by the Buyer.
f. ADDITIONAL SERVICES
These terms for specific services will be applicable to a Seller’s/Buyer’s use of any of the additional services described here under and will be read together with these Terms set out under Section III and General Terms. In the event of any conflict between the terms for any additional Service opted by the Seller/Buyer, Terms set out under Section III and General Terms, the provisions for additional Services shall supersede and prevail. If required by Dheerta, Dheerta may enter into a separate arrangement with the Seller/Buyer to provide additional services (whether or not described hereunder) to the Seller/Buyer. The specific terms and conditions for the Additional Services are as under:
1. Advertisement Services
a. SellerBuyer may subscribe to the ad program (“Program”) offered by Dheerta to promote its Products that it lists and offers for Sale/Purchase on the Platform. Dheerta will facilitate in the display of such advertisement (“Ad”) of the Seller/Buyer on the Platform upon receipt of a written request from the Seller/Buyer.
b. The intellectual property rights in the Ad provided by the Seller/Buyer on the Platform hereunder shall vest solely with the Seller/Buyer. Seller/Buyer shall ensure that it has all requisite rights, permits, authorizations, title, and/ or interest over the Ad and is compliant with the branding guidelines and laws that may be applicable to use and display the Ad on the Platform. The Seller/Buyer hereby grants to Dheerta an unrestricted, non-exclusive, royalty-free license to use the Ad and all other information provided by the Seller/Buyer on the Platform. Dheerta will display the Ad provided by the Seller/Buyer on the Platform or otherwise made available by Seller/Buyer to Dheerta for the purposes set out herein on an ‘as is’ basis (except for formatting changes limited to re-sizing the Ad). Seller/Buyer shall at all times remain fully liable and responsible for the Ad and further agrees to indemnify, defend, and hold harmless Dheerta from and against any claims that may arise from or in connection to such Ad with regard to the content of the Ad, any intellectual property claim or third party.
c. Dheerta further disclaims all liability for any Ad, content of the Ad, availability of the product or any related information that may be displayed or made available by the Seller/Buyer, quality, delivery, or usefulness of the Products that are offered for sale by the Seller on the Platform. The Seller/Buyer agrees that Dheerta disclaims all liabilities and shall not be party to any dispute in this regard.
d. Seller/Buyer hereby represents and warrants that:
1. Seller/Buyer has the power and authority to enter into and perform its obligations according to these terms.
2. Seller/Buyer has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by these terms.
3. Seller/Buyer has not and will not enter into any agreement that is inconsistent with its obligations hereunder.
4. None of the Ad provided or approved by the Seller/Buyer shall violate any rights of any third party, including but not limited to intellectual property rights.
5. None of the Ad provided or approved by the Seller/Buyer will violate any applicable law, regulation and/or code of conduct.
6. None of the Ad provided or approved by the Seller/Buyer shall, when viewed or clicked on by a Seller/Buyer, cause such customer’s computer to download any software application.
7. Ad provided by the Seller/Buyer shall not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal.
8. None of the Ad will contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Platform and Dheerta.
9. Seller/Buyer shall be in compliance with applicable laws while using the Platform and the Program.
e. Seller/Buyer shall be required to pay charges to Dheerta for the use of Ad program. Such charges shall be as displayed on the Platform or otherwise communicated to the Seller/Buyer, from time to time.
f. The charges payable by the Seller/Buyer shall be exclusive of all applicable taxes. Dheerta shall issue tax invoices in accordance with applicable laws at such intervals as set out herein above.
g. Dheerta may in its sole and absolute discretion, at any time with or without notice, withdraw, terminate, and/or suspend the Program for any reason whatsoever or in case of any breach of these terms or Terms by the Seller. The charges that has accrued until the effective date of such termination, withdrawal or suspension, as the case maybe, shall become immediately due and payable by the Seller and settled as per the settlement process set out in these terms.
H. Unless otherwise provided under the Terms, Dheerta may terminate or discontinue this advertisement services for a Seller by giving a prior written notice of seven (7) days.
I. Dheerta and Seller/Buyer shall retain all rights in their individual intellectual property rights and do not give each.
J. Dheerta gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non- infringement or the quality or fitness for any particular purpose of the Program provided herein.
iii. LIMITATION OF LIABILITY AND INDEMNITY
a. We shall not have any liability whatsoever for any claims arising from:
1. any of your acts or omissions;
2. compliance with the instructions given by you or any person acting on your behalf;
3. an act or order of any government authority;
4. the insufficiency of the packing or labelling of Shipment;
5. the nature or description of the Shipment;
6. riots, civil commotions, strikes, lockouts, stoppage or restraint of labour;
7. explosion, fire, flood or storm;
8. any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence;
9. any loss, miss-delivery, delay or damage to any Shipment; and/or
10. any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or Products hereunder.
b. Each Seller agrees to indemnify Dheerta, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with:
1. your submission, posting or display of any User Content;
2. from your use of the Platform or any of the Services;
3. from your breach of the Terms or breach of any applicable laws, including tax laws;
4. any of the service availed by you from a third party service provider using the Platform;
5. any liability or defect in the Products offered/ listed for sale on the Platform;
6. your negligence or wilful misconduct;
7. any sale or offer of sale of counterfeit or fake Products on the Platform or any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, publishing, promotion, manufacture, sale, distribution or use of any of the Products;
8. any alleged or actual personal injury, death or property damage suffered by Dheerta arising from the supply or sale of Products by Seller; and/or
9. any claim by a third Party or Buyer made pursuant to, or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any of Products.