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Terms Of Use

This policy shall come into force with effect from 00:00 hours of 26th July 2019

Click here to refer to our Privacy Policy

The following demonstrates User Agreement (here-in-after referred to as an "Agreement") between Shoption Private Limited (“Shoption”, “We”, “Our”, “Us”) a company duly registered under the provisions of the Indian Companies Act 2013 with its registered office at Office address and the Website www.shoption.in and the mobile application (hereinafter referred to as "Platform") and the users of the Platform ("You", "Your, "User", "Users", “User(s)”, ”Seller”,”Seller(s)”, “Buyer”,”Buyer(s)”).

This document and such other rules and policies of the Platform (including but not limited to Return & Undelivered Shipment Policy, Privacy Policy , Product Listing Policy , Infringement Policy , Anti-Counterfeiting Policy ) as may be amended from time to time are collectively referred to below as the “Terms”. We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. By accessing, browsing, or otherwise using the Platform or using the Services, including following the posting of changes, User agrees to accept and be bound by the Terms (as may be amended from time to time). It is your responsibility to review these Terms periodically for any updates and/or changes. Please do not use the Services or access the Platform if you do not accept the Terms or are unable to be bound by the Terms.

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.

 

For the ease of reference, this Agreement is divided into following sections:

• General Terms applicable to all users on the Platform
• Terms applicable to Buyer(s) (“Buyer Terms”)
• Terms applicable to Seller(s) (“Seller Terms”)

 

If you (by itself or through your representatives) intend to make a purchase or have placed an order(s) on the Platform for commercial purposes (“Buyer”, “Buyer(s)”), Section I. and II. Shall be applicable to your use and access of the Platform and its Service(s) thereof. If you (by itself or through your representatives) intend to offer your products for sale or are selling your product(s) to Buyer(s) through the Platform (“Seller”,”Seller(s)”), Section I. and III. Shall be applicable to your use and access of the Platform and its Services thereof.

Seller(s) may be asked to provide documentation such as invoice(s) or any other relevant document(s) depending upon the circumstances to prove authenticity of the product(s) in their listing(s) along with a notarized declaration affirming that the product(s) under their listing(s) are genuine and authentic. Failure to provide the aforesaid documentation within 72 hours may result in the suspension or termination of the Seller(s)'s listing(s).

In the event, the listing(s) of the seller(s) are found to be of counterfeit product(s)s, We may take all actions such as but not limited to suspending or terminating the account of the seller(s), removing any/or all product(s) listings of the seller(s), withholding or forfeiting payment(s) of the seller(s) or any other action that may be deemed necessary. This shall be without any admission of any liability and without prejudice to the Platform's rights, remedies or defenses, all of which are expressly reserved with Shoption. The Seller(s) listing such counterfeit product(s) may also be independently subject to civil and criminal proceedings initiated by third party rights holders.

• General Terms

 

Application and Acceptance of the Terms

Your use of the Platform and Shoption’s service(s), feature(s), functionality, software and product(s) (collectively the “Service(s)” hereinafter) is subject to the terms and conditions contained in this document as well as the Return & Undelivered Shipment Policy, Privacy Policy , Product Listing Policy , Infringement Policy , Anti-Counterfeiting Policy and any other rules and policies of the Platform that Shoption may publish from time to time. You must read Shoption’s, Privacy Policy and Credit Line Policy , which governs the collection, use, and disclosure of personal information about User(s). You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

Provision of Services

• You must register on the Platform in order to access and use the Service(s). Further, Shoption reserves the right, without prior notice, to restrict access to or use of certain Service(s) (or any features within the Service(s)) subject to other conditions that Shoption may impose in its discretion.
• In case you avail service(s) 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. Shoption disclaims all liability for any claims that may arise pursuant to your use of service(s) provided by such third party service provider(s).
• User agrees and confirms that any Service(s) provided to you by Shoption are on best efforts basis and Shoption may engage service(s) of third party service provider(s) to facilitate such service(s) to you. We shall not in any manner be liable to you for failure or delay in providing the Service(s) or for any temporary disablement, permanent discontinuance of the Service(s) by us or for any consequences resulting from such actions or reason(s) that are beyond our reasonable control.
• User acknowledges that the Service(s) 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 Service(s), forthwith without assigning any reason whatsoever, at our sole discretion.
• Shoption may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the service(s) without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any service(s) shall not impact provision of other service(s) or other business arrangement(s) or agreement(s) which the user may have entered into with Shoption.

 

User Eligibility

User(s) means any individual or business entity/organization that legally operates in India or in other countries, uses and has the right to use the services provided by Platform. Our services are available only to those individuals or companies who can form legally binding contracts under the applicable law i.e. Indian Contract Act, 1872 As a minor if you wish to purchase or sell an item on the Platform such purchase or sale may be made by Your legal guardian or parents who have registered as users of the Platform. Shoption advises its users that while accessing the Platform, they must follow/abide by the related laws, Shoption is not responsible for the possible consequences caused by your behavior during use of Platform, Shoption may, in its sole discretion, reserve the right to terminate your membership and refuse to provide you with access to the Platform at any time.

We record buying and browsing activities of our users including but not limited to your contact details and profiles and uses the same to provide value-added services to our users.

If you are registering as a business entity, you represent that you are duly authorized by the business entity to accept this User Agreement and you have the authority to bind that business entity to this User Agreement.

Please note our Platform is also not a risks proof Platform.

User Accounts and Verification of Account

• User must be registered on the Platform to access or avail the Services for its commercial purposes. Except with Shoption’s approval, one user may only register one account on the Platform. Shoption may cancel or terminate a user’s account if Shoption has reasons to suspect that the user has concurrently registered or controlled two or more accounts. Further, Shoption may reject user’s application, without assigning any reasons thereof, for registration for any other reason.
• 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 authorized 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.
• When you access the Platform you are electronically communicating with Shoption. Shoption 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 Shoption 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 Shoption.
• While registering the User account on the Platform you will be required to furnish details about you and with respect to your business including without limitation, business name, GSTIN, PAN, TAN, cheques, Udyog Aadhar, address, phone number and/ or any other information that may be required by Shoption to provide in relation to your business. You agree and acknowledge that we may directly or through a third-party service provider validate the information provided by you on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of your user account information.
• If any information provided by you is found to be incorrect or misleading, Shoption reserves its right to take appropriate steps as set forth under Clause “Breach and Suspension” of these General Terms. For the purposes of verification of your account information, you agree that we may share your information with such third party service provider in accordance with the terms of the Privacy Policy. We reserve the right to seek additional information from you about you and your business, from time to time and you consent to provide such additional information to continue using the Platform.

 

Users Generally

• 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 Shoption, 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).
• Shoption may allow Users access to content, product(s) or service(s) 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, product(s) or service(s) that you may avail. You acknowledge that Shoption 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, product(s) or service(s) made available on such web sites.
• You agree not to undertake any action which may undermine the integrity of Shoption’s feedback system.
• You agree that the Service(s) shall be availed by you only for commercial purposes that is for sale or purchase of product(s) for further distribution or sale. You further agree that you will not use the Platform or any of its Service(s) thereof for your personal use or consumption.
• By posting or displaying any information, content or material (“User Content”) on the Platform or providing any User Content to Shoption or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to Shoption 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 Service(s) and/or the business(s) of the User. You confirm and warrant to Shoption that you have all the rights, power and authority necessary to grant the above license.
• User agrees, undertakes, and confirms that User’s use of Platform shall be strictly governed by the following binding principles:
• User shall not host, display, upload, modify, publish, transmit, update or share any information which:
  • Belongs to another person and to which User does not have any right to
  • Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, 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
  • Is misleading in any way
  • Is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual
  • Harasses or advocates harassment of another person
  • Involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using Shoption’s communication Platform
  • Promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous
  • 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
  • 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
  • Contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page)
  • Provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone
  • Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses
  • Contains video, photographs, or images of another person (with a minor or an adult)
  • 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
  • Engages in commercial activities and/or sales without prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Platform. Throughout this Terms of Use, Shoption's prior written consent means a communication coming from Shoption's Legal Department, specifically in response to your request, and specifically addressing the activity or conduct for which you seek authorization
  • Solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal
  • Interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services
  • 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
  • Harm minors in any way
  • 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
  • Violates any law for the time being in force
  • Deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature
  • Impersonate another person
  • 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
  • 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
  • Shall not be false, inaccurate or misleading
  • 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
  • Shall not create liability for Shoption or cause Shoption to lose (in whole or in part) the Services of our internet service provider ("ISPs") or other suppliers.
  • 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 material(s), document(s) or information through any means not purposely made available through the Platform. Shoption reserves its right to bar any such activity.
  • 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.
  • 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.
  • Each User agrees to indemnify Shoption, its affiliate(s), director(s), employee(s), agent(s) and representative(s) 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 Service(s); (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.
•  

Credit Line

By applying for Credit Line (as defined under the Credit Line Policy ), you agree to be bound by the provisions of this policy and all other policies that are under Terms Of Use

Breaches and Suspension

• If any user(s) breaches any Terms, or if Shoption has reasonable grounds to believe that a user is in breach of any Terms, or could subject Shoption or its affiliate(s) to liability, or is otherwise found inappropriate or unlawful in Shoption’s opinion, Shoption shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
  • Suspending or terminating the User’s account and any and all accounts determined to be related to such account by Shoption in its discretion
  • Blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any service(s)
  • Removing any product listing(s) or other User Content that the User has submitted, posted or displayed
  • Withhold settlement of payments by Shoption to the user
•     Any other corrective actions, discipline or penalties as Shoption may deem necessary or appropriate in its sole discretion.
• Notwithstanding anything contained herein these Terms, Shoption 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 behavior of the user on the Platform etc.
• In the event a user becomes inactive or if no transaction is noticed by Shoption, in such a case Shoption reserves its right to delist, deactivate or suspend the user’s account in its sole discretion, with or without giving any notice to the user.
• Shoption 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, Shoption 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.
• If it comes to the knowledge of Shoption or Shoption 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, Shoption 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.

 

We provide professional AV/IT/Electrical/Surveillance consultation, design, integration and installation services for all kinds of commercial establishments.

When a product(s) is listed for sale on the Platform by a Seller(s), product(s) sold to Buyer(s) by the Seller(s) will be governed by the bipartite contractual arrangement entered into directly between the Buyer(s) and the Seller(s). Buyer(s) agrees that Shoption cannot and does not confirm each Seller’s purported identity. Shoption encourages Buyer(s) to exercise discretion and caution while dealing with various Seller(s).

User further acknowledges and undertakes that it shall use the Platform and/or Service(s) only for its lawful business purposes. Buyer(s) agrees to purchase the product(s) from the Seller(s) for further resale or commercial purpose and shall not use the products purchased for your personal use or consumption.

For any Service(s), Shoption does not represent either the Seller(s) or the Buyer(s) in specific transaction(s). Shoption does not control and is not liable to or responsible for the quality, safety, suitability of product(s), lawfulness or availability of the product(s) or service(s) offered for sale on the Platform, or the ability of the Seller(s) to complete a sale or the ability of Buyer(s) to complete a purchase. Shoption does not implicitly or explicitly support or endorse the sale or purchase of any product(s) on the Platform. At no time shall any right, title or interest in the product(s) sold through and/or displayed on the Platform vest with Shoption nor shall Shoption have any obligations or liabilities in respect of any transaction(s) on the Platform.

Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transaction(s) (hereinafter referred to as “Transaction Risk”) in connection with using the Platform and/or Service(s), 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 product(s) or service(s) that are the subject of transaction(s) 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 transaction(s) through the Platform.

Shoption shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the product(s) and hereby expressly disclaims any and all responsibility and liability in that regard. Shoption shall not mediate or resolve any dispute or disagreement between Buyer(s) and the Seller(s) of the product(s) and/or any third party that is rendering services to you.

In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify Shoption (and our agent(s), affiliate(s), director(s), officer(s) and employee(s)) 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 service(s) opted for by the User by accessing any link from Shoption site to avail of any independent service(s) related to the transaction of buy-sell conducted on the Platform from any third party.

We do not make any representations pertaining to the information, content, product(s) included on or delivery of the product(s) or otherwise made available to User and User acknowledges that we are only acting as an intermediary between the Buyer(s) and the Seller(s). User hereby further agrees, acknowledges and confirms that we are not responsible in any way for the product(s) purchased by the Buyer(s) from the Seller(s) 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(s) from the Seller(s) 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)’s only recourse will be against the Seller(s) and we will not be made a party to any such issue and/or dispute between the Seller(s) and the Buyer(s).

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.

Limitation of Liability and Indemnity

• To the maximum extent permitted by law, the Service(s) provided by Shoption on or through the Platform are provided "as is", "as available" and “with all faults” , and Shoption 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.
• To the maximum extent permitted by law, Shoption 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; Shoption does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of product(s) or service(s) offered or displayed on the platform does not violate any third party rights; and Shoption 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 Shoption for any claims that may arise in connection with these terms shall not exceed an amount of INR 100/-.
• Under no circumstances will Shoption 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 Shoption has been advised of the possibility of such damages.

 

Force Majeure

Under no circumstances shall Shoption 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, labor disputes, riots, insurrections, civil disturbances, shortages of labor 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.

Intellectual Property Rights

• Shoption 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 Shoption or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by Shoption are hereby reserved.
• "Shoption" and any other related icons and logos are registered trademarks or trademarks or service marks of Shoption 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.
• Shoption may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “Shoption” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by Shoption.

 

Notices

• All legal notices or demands to or upon Shoption shall be made in writing and sent to Shoption personally, by courier, certified mail, or facsimile to the following entity and address: Office address, Attn: Legal Department. The notices shall be effective when they are received by Shoption in any of the above-mentioned manner.
• 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 Shoption, 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 Shoption may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when (a) Shoption is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon Shoption posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.

 

Miscellaneous Provisions

Unless otherwise communicated to you by Shoption, the Terms (including its sections as may be applicable to the Seller(s) or Buyer(s)) constitute the entire agreement between User and Shoption and govern the User’s use of the Platform and any of the Service(s). 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 Service(s).
Unless stated otherwise, we will be your one stop solution for all the services (except credit) on the Platform with effect from 00:00 hours on 26th July 2019 (“Cut-Off Date”), and any new transactions on the Platform shall be governed by these Terms. It is clarified that, any transaction made by you on the Platform before the Cut-Off Date shall be governed by your arrangements with the relevant parties (i.e., third party service provider(s)) as existing prior to the Cut Off Date. The erstwhile terms of use are available as follows:

Buyer Terms

The provisions of this section II. shall be applicable only to Buyer(s). These Buyer(s) 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.

Definitions

For the purposes of this Section, the following capitalized terms shall have the following meaning:

• “Buyer” shall have the meaning as ascribed under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Buyer.
• “Consignee” shall mean the Buyer or any person named in the Delivery Note or any of his/her representatives that takes the delivery of Shipment being transported.
• “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.
• “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).
• “Logistics Services” means the shipping, delivery, including cash on delivery (“COD”) and other allied services provided by us to you pursuant to these Buyer Terms.
• “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.
• “Order Detail(s)” shall mean the details relating to the Order, including without limitation, the description of Products, details of the Seller and the Buyer, date of order placement, total amount payable by the Buyer, delivery date, mode of payment, unique order number (AWB number) etc.
• “Product(s)” shall mean goods of any categories (other than Dangerous Goods).
• “Shipment(s) / Consignment(s)” means all Products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.

 

Buyer’s Responsibilities, Representations and Warranties

• You represent, warrant and agree that
• You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms
• You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder
• You will use the Platform and Service(s) for business purposes only
• you will not use or access the Platform for your personal purposes and any Product(s) that you purchase shall be for commercial purposes and not for personal consumption;
• The address you provide when registering your account on the Platform is the Buyer(s) place of business of your business entity
• Your business is validly existing and incorporated / established as per the provisions of applicable laws
• You shall comply with all applicable laws while using and accessing the Platform
• You and Product(s) or service(s) provided by you on the Platform (if any) comply with applicable laws
• 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
• Any User Content that Buyer(s) 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.
• Buyer(s) will be required to provide information or material about Buyer’s entity, its business, service(s) or product(s) as part of the registration process on the Platform or your use of any Service(s) or the Buyer(s) account and such information may be required to be furnished by Shoption from time to time. Buyer(s) represents, warrants and agrees that
• such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Service(s) is true, accurate, current and complete
• Buyer(s) will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
• Buyer(s) may be required to promptly furnish additional document(s) or information as and when requested by Shoption to continue using and accessing the Platform and availing the Service(s). Buyer(s) agrees to promptly provide such additional document(s) and information, failing Shoption reserves its right to take appropriate measures as set out under Clause 7 (Breaches and Suspension) of the General Terms
• Buyer(s) consents to the inclusion of the contact information about Buyer(s) in Shoption’s database and usage of the same as per Shoption’s privacy policy.

 

Payments by Buyers

Upon placing the Order(s) on Platform, Buyer(s) will make full payment for the Product(s) purchased by using any of the modes of payment made available by us on the Platform, from time to time.

Buyer(s) acknowledges that it is solely responsible for the transaction(s) / payment(s) made to the Seller(s) for the Product(s) purchased by the Buyer(s). Buyer(s) acknowledges and agrees that we are acting merely as a payment collector and shall take no responsibility as to the legality of any payment transaction(s) between the Seller(s) and the Buyer(s). We do not have any obligation, responsibility or liability to verify any transaction(s) authenticated and/or authorized by the Buyer(s) or its payment instructions.

We will transmit the payments for the Order(s) received from the Buyer(s) in the manner as set forth under the settlement process of Seller(s) Terms. You hereby agree to be bound by the applicable provisions of the Seller Terms in this regard and agree not to raise any dispute with respect to the manner of settlement by Shoption.

You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to making payments on the Platform.

Buyer hereby acknowledges and agrees that we shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever including but not limited to non-performance or omission or commission on the part of Seller, deficiency of service and/or Products delivered, technical errors on the Platform. You further acknowledge that we shall not be responsible, in any manner whatsoever, for any loss incurred by you for a failed / incomplete transaction undertaken by you on the Platform.

In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues.

Buyer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.

Any refunds shall be subject to the Return Shipments Policy and Undelivered Shipment Policy. Refunds shall be processed in the same manner as they are received. Refund amount will reflect in the Buyer’s bank account based on respective banks policies.

If you avail service from any third party service provider using the Platform, upon receipt of instruction from such third party service provider, you agree and authorize us to remit and settle such collected payments (after deduction of our fees (if any) and any other charges or taxes applicable under tax laws) to the designated bank account of the third party service provider within such timelines as mentioned in the settlement process of Seller Terms. You agree and acknowledge that no separate authorization will be required by us to collect and transfer payment to such third-party service provider.

You agree and acknowledge that our decision in this regard shall be final and binding. If you do not agree to the above, you may choose not to transact on the Platform. If you continue to transact on the Platform, it shall be deemed that you have agreed and accepted the above terms.

Undelivered Shipment

You acknowledge that a delivery failure may occur for various reasons, as set out under the Return & Undelivered Shipment Policy . In relation to the Undelivered Shipments (as defined under the Return & Undelivered Shipment Policy ), you agree to be bound by the provisions of the Return & Undelivered Shipment Policy which can be accessed here.

Returns

In case of any Return Request (as defined under the Return & Undelivered Shipment Policy), you agree to be bound by the provisions of the Return & Undelivered Shipment Policy which can be accessed here.

Seller Terms

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.

Definitions

For the purposes of this Section, the following capitalized terms shall have the following meaning:

• 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.
• “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).
• “Order(s)” shall mean order placed by Buyer(s) for purchasing Products from the Seller(s) on the Platform.
• “Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by Shoption from the Buyer or third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Platform, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller.
• “Product(s)” shall mean goods of any categories (other than Dangerous Goods).
• “Sales and Distribution Support Services” or “S&D Services” shall mean to include the Standard Platform Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services and other allied services that may be provided by Shoption to support supply chain.
• “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.
• “Shipment(s) / Consignment(s)” means all products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.
• “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.
• “Standard Warehousing Services” shall include but not be limited to: (a) arranging for the storage of Products of the Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary packaging of the Products for ease of handling, transportation, and temporary storage of the Products to be shipped to Buyer; (d) performing the administrative task of printing invoices for the Seller; (d) other ancillary services as may be mutually agreed between Shoption and the Seller; and/or (e) special access to fulfil Orders from own source.

 

Seller’s Obligations, Representations and Warranties

You represent, warrant and agree that:

• You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms
• You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder
• You shall use the Platform and Service(s) for business purposes only
• You will not use or access the Platform for your personal purposes and any Product(s) that you may sell are for commercial purposes and not for personal consumption
• The address you provide when registering your account on the Platform is the Seller(s) place of business of your business entity
• Your business is validly existing and incorporated / established as per the provisions of applicable laws
• You shall comply with all applicable laws while using and accessing the Platform
• You and Product(s) or Service(s) provided by you on the Platform (if any) comply with applicable laws
• 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
• Any User Content that Seller(s) 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”)
• 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 Product(s) or Service(s) described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights
• The description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable
• All information provided by you or person acting on your behalf relating to the Shipment(s) are complete and accurate
  • The Shipment(s) are properly and sufficiently prepared, packed, stored, labelled, and/or marked
  • The Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting
  • The Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable.
• Seller(s) will be required to provide information or material about Seller’s entity, its business or Product(s)/Service(s) 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:
  • Such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service(s) is true, accurate, current and complete
  • Seller(s) will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
• Seller(s) may be required to furnish additional document(s) or information about product(s)/ service(s) that the Seller(s) may offer for sale on the Platform in order to authenticate that the Product(s) offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller(s) agrees to promptly provide such additional document(s) and information, failing Shoption reserves its right to take appropriate measures as set out under Clause 7 of the General Terms.
• Seller(s) consents to the inclusion of the contact information about Seller(s) in Shoption’s database and usage of the same as per Privacy Policy .
• Seller(s) shall comply with the packaging guidelines as communicated to the Seller(s) by Shoption from time to time. The said Packing Instructions can be accessed here.
• For delivery of Shipment(s), Seller(s) hereby authorizes us to carry out the administrative task of printing Delivery Note containing information with respect to Shipment(s) on its behalf. The Seller(s) agrees to be solely responsible for any discrepancy or error in the details mentioned on such Delivery Note and agrees to indemnify us against any such losses or claims.
• Seller(s) shall ensure that the Consignment does not contain any letter of communication which will infringe the Indian Postal Act, 1983 or any other applicable laws. We accept Consignment(s) in good faith that the Consignment(s) do not contain anything which will infringe or be in violation of any applicable laws.
• If more than one Consignment(s) is booked to the same Buyer(s), Seller(s) must ensure that the full address of the Buyer(s) is written on all the Consignment(s).
• Seller(s) shall not enclose cash, digital currency, high value gift article(s), share certificate(s), travel document(s), Dangerous Good(s), explosive(s), firearm(s), cattle, or any other product(s) that is prohibited by applicable laws, in the Shipment(s). If Dangerous Good(s) or any good(s) that are prohibited by applicable laws are found in the Shipment(s) which constitute a risk to other good(s), property, life or health, such Shipment(s) may without notice be destroyed or otherwise dealt with at our sole discretion and at your risk and expense. In this regard, you shall, at all times, fully indemnify us and hold us harmless against all penalties, claims, damages, losses, costs and expenses (including but not limited to legal expenses) whatsoever arising in connection with any such Product(s).
• Seller(s) shall be solely responsible to declare the accurate value of the Consignment(s).
• Seller(s) shall ensure that all the Consignment(s) are provided to us before the specified cut-off-time specified by us for on time delivery with all the proper document(s) (in accordance with applicable laws including but not limited to applicable central, state, integrated, or Union Territory goods & services tax laws (GST)) required to ship the Shipments. GST on the Product(s) contained in Shipment(s) and all applicable statutory tax compliances shall be your sole responsibility and we shall not be responsible for any losses, damages resulting from any such non-compliances.
• Seller(s) shall be solely responsible to ensure that the Consignment(s) is handed over to us within the time slots allotted to Seller(s) by us. If Seller(s) does not handover the Shipment(s) within the time slot allotted, then Seller(s) shall be charged extra for second attempt being made by us to take the Shipment(s). Such charges will be as displayed on the Platform.
• Seller(s) are required to behave professionally with the pickup and delivery associates of Shoption. Any misbehavior, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. Shoption reserves the right to remove selling privileges in its sole discretion if deemed that a Seller(s) is in violation of this clause.
• Seller(s) hereby expressly authorize us and/ or our third party service providers to undertake insurances for safe keeping of Products in the warehouses and during transit of Products, as the case may be, and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including transit). Seller shall have no objection to the payment of claims to us and/or our third party service providers in the event of a loss.
• Seller(s) shall be solely responsible to raise invoices to Shoption or to the Buyer(s) for Product(s) sold by the Seller(s) to the Buyer(s). In case Seller(s) is raising invoice(s) to Shoption the seller is responsible for warranty/guarantee of the product(s). In the event any penalty is levied by any governmental or regulatory authority on us due to Seller’s non-compliance of applicable laws, including without limitation, non-availability of invoice(s) with the Consignment(s) etc., Seller(s) agrees to indemnify us, in this regard for all costs, losses, liabilities, penalties or expenses that we may have to incur. We shall not assume any liability for Seller’s failure to comply with this clause.
• In addition to these Terms, the Seller(s) agrees to be bound by the terms of the Return & Undelivered Shipment Policy , as may be amended from time to time, in case of any undelivered Shipment and return of Shipment respectively.

 

Payment and Settlement Services

We shall have the right to withhold settlement of payment(s) to you or any third -party, if we, in our sole discretion, determine that the transaction being undertaken by you is not genuine or suspicious or fraudulent.

You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to these Payment and Settlement Services.

Refunds (if any) shall be processed in the same manner as they are received. Refund amount will reflect in the Seller’s bank account based on respective banks policies. We reserve a right to charge Claims Processing Fee (as defined under the relevant policies) in accordance with the Return and Undelivered Shipment policy, as the case maybe.

In case of any returns request raised by Buyer(s) or any claims or disputes raised by Buyer(s), we reserve our right to withhold the settlement of payment(s) to Seller(s) until the resolution of such return requests, claims or disputes, as the case may be.

In relation to the tax collection at source under applicable GST laws, as may be amended from time to time:

In case of any mismatches on account of tax collection at source, Seller(s) shall be required to provide all relevant information to us, to correspond with the relevant authorities and also in case of any liability accruing on account of omission shall be Seller’s obligation to pay such deficit.

Seller(s) will provide the corresponding Harmonized System Nomenclature (HSN) code number and applicable GST rates for every product sold of the Platform. You accept that declaring the HSN and GST rates of the product(s) is your responsibility, and that in order to sell the product(s) on the Platform pre-declaring the respective HSN and GST rates shall be mandatory.

Seller(s) will be responsible to provide their correct GST registration number against which the tax collected at source (under GST laws) need to be reported by us. We shall not hold any responsibility of incorrect disclosures of GST registration number and consequent loss of credits of tax collected at source in the hands of the seller(s). In case any tax, interest or penalty is imposed on us, on account of incorrect disclosure of information by the Seller(s), then such Seller(s) shall indemnify us with respect to such tax, interest or penalty as may be levied by the GST authorities.

We shall have the right to deduct or recover, as the case may be, tax deducted at source (“TDS”) as may be applicable under the applicable provisions of Income Tax Act,1961 (as may be amended from time to time) and as determined by us in our sole discretion on transaction(s) and/or payment(s) through or facilitated by the Platform. In respect of TDS deducted and/or recovered, we will provide certificate(s) evidencing and/or supporting the deposit of TDS in the prescribed format in accordance with the provisions of the Income Tax Act, 1961 (as may be amended from time to time). It is clarified that for this purpose, we will be entitled to rely upon the Permanent Account Number (“PAN”) and any other particulars provided to us and we shall have no obligation to validate or verify the same. In the event of any liability that may arise on account of incorrect or incomplete particulars/details being provided by Seller(s) to us including interest, penalty or any other levies, we shall have the right to recover the same from the Seller(s) in our sole discretion.

Seller(s) shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.

We shall be entitled to recover from the Seller(s) and or Buyer(s), from time to time, any amounts due from it or incurred by us on account of the following

Chargeback of transactions

• Any penalty or charge which may be levied on us by any payment instrument or the clearing house i.e. Reserve Bank of India or its local clearing agent (as the case may be) arising, inter alia, for excessive chargeback of transactions or excessive failure of transactions or excessive Buyer disputes and/or any other reason;
• Any amount due to us from the Seller
• If there are reasonable grounds to suspect that a transaction has been conducted in breach of any applicable laws or is a fraudulent transaction, we shall be entitled to suspend or withhold the payments of the Seller that are due to the Seller.
• In case of an occurrence of a chargeback event, we reserve our right to withhold the settlement(s) to Seller(s), pending enquiries by the banks or any regulatory body till the resolution of such issues.

 

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(s); (e) the nature or description of the Shipment(s); (f) riots, civil commotions, strikes, lockouts, stoppage or restraint of labour; (g) explosion, fire, flood or storm; (h) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence; (i) any loss, miss-delivery, delay or damage to any Shipment(s); and/or (j) any dispute or claims between the Seller(s) and the Buyer(s) including without limitation relating to the Shipment(s) or Product(s) hereunder.

Each Seller(s) agrees to indemnify Shoption, its affiliate(s), director(s), employee(s), agent(s) and representative(s) 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 any of the Service(s);(iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any of the service(s) availed by you from a third party service provider(s) using the Platform; (v) any liability or defect in the Product(s) offered/ listed for sale on the Platform; (vi) your negligence or wilful misconduct; (vii) any sale or offer of sale of counterfeit or fake Product(s) 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 Product(s); (viii) any alleged or actual personal injury, death or property damage suffered by Shoption arising from the supply or sale of Product(s) by Seller(s); and/or (ix) any claim by a third Party or Buyer(s) made pursuant to, or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any of Product(s).