KDMSL is also engaged in the business of providing e-commerce services and owns the domain name “www.karvynext.com”. You are desirous of entering into a legal relationship with KDMSL for availing certain of KDMSL’s services.
TERMS AND CONDITIONS
For the purpose of this Agreement, wherever the context so requires, ‘you’ and ‘your’ relates to any natural or legal person who has agreed to avail services offered by KDMSL through you by registering on www.karvynext.com. ‘We’, ‘us’ and ‘our’ shall mean KDMSL. Your relationship with KDMSL and use of www.karvynext.com is governed by the following terms and conditions.
When you use any of the services provided by us through www.karvynext.com you will be subject to the rules, guidelines, policies, terms, and conditions (“T&C”) applicable to such services. Such T&C shall be as listed on www.karvynext.com from time to time and shall be deemed incorporated into this Agreement and considered an integral part of this Agreement. Please read the T&C carefully before proceeding. By accepting this Agreement and/or by transacting on www.karvynext.com, you confirm that you have read the T&C available on www.karvynext.com, which are incorporated into this Agreement by reference and agree to be subject to the provisions of the same.
We have the right, at our sole discretion, to change, modify, add, or remove parts of the T&C at any time and without any prior notice to you. Such changes may modify or reduce your rights. The T&C as applicable shall be available on www.karvynext.com. It is your responsibility to review the T&C periodically; your continued use of www.karvynext.com and/or any service from KDMSL following a change to the T&C will amount to your acceptance to such change.
Your acceptance of this Agreement and the T&C may be express or implied. BY ACCESSING, BROWSING, OR OTHERWISE USING www.karvynext.com AND/OR ANY OTHER SERVICE OFFERED BY KDMSL YOU CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT AND THE T&C AS MAY BE AMENDED BY US FROM TIME TO TIME.
As long as you comply with the provisions of this Agreement and the T&C, as may be amended from time to time, we grant you a personal, non-exclusive, non-transferable, and limited privilege to browse and use www.karvynext.com.
“ This Agreement shall be deemed to have been received, accepted and formed at our office at 4th Floor, “Karvy Millennium Towers”, Plot No.31/Part, 4th Floor, Financial District, Gachibowli, Hyderabad – 500032, Telangana, India.
ABOUT THIS DOCUMENT
For the purpose of this General Terms Policy and other policies incorporated herein by reference, wherever the context so requires, ‘you’ and ‘your’ relates to any natural or legal person who has agreed to avail services offered by KDMSL by registering on www.karvynext.com. ‘We’, ‘us’ and ‘our’ shall mean KDMSL. Your relationship with KDMSL and use of www.karvynext.com is governed by the following terms and conditions.
In accordance with Information Technology Act 2000 and rules made thereunder, the name and contact details of the Grievance Officer in case of any issues with the site are provided below:
Mr. Dharmender Khanna
Karvy Data Management Services Limited
Address: “Karvy Gateway”, IIRM Building | Plot No. 38/39 | 2nd Floor, Financial District | Gachibowli | Hyderabad | Telangana | 500 032
Time: Mon – Fri (9:00 AM – 5:45 PM) and Sat (9:00 AM – 4:00 PM)
MODIFICATION OF TERMS AND POLICIES
MODIFICATION OF SERVICES AND FEES
We may, at our sole discretion, introduce new services and modify some or all of the existing services offered by us, from time to time and without prior notice. We may introduce charges for the new services offered and/or amend or introduce charges for existing services, as the case may be. You agree that your continued use of www.karvynext.com and/or the Contracted Services shall be construed as your consent to such changes.
WHO CAN USE WWW.karvynext.COM
When you register with us, we will require you to provide verification documents, as may be applicable for the services being availed by you from us. Unless you complete the registration formalities, we may not be able to provide you a part or the entire of the Contracted Services. Among the documents that we may require you to provide are your proof of identity, address and bank account details. In the event that there is any change in the information that you have provided to us, you should promptly intimate us of such change within 5 (five) business days of such change and furnish verification documents reflecting the change.
For all services that are provided by us, you agree to exclusively source such services from us, unless otherwise explicitly agreed by us in writing. In particular and without limiting the foregoing, you shall not contract directly with any marketplace for a listing of your products, whether or not such marketplace has been approached by us for a listing of your products. If you wish to list your product with a marketplace not approached by us, you will inform us of the same and we will endeavor to list your product on such marketplace. You agree that in the event of a breach of this exclusivity arrangement by you, we shall be entitled, without prejudice to our other rights and remedies, to specific relief, including an injunction on your dealing with such other third-party causing the breach.
We shall have the right, but not the obligation, to inspect and audit your records, products, and places of business ourselves or through an authorized third party. You will cooperate with the inspection. The costs of such inspection shall be borne by us unless such inspection reflects a discrepancy with your stated facts, in which case the cost of the inspection shall be borne by you.
LICENSE TO USE INTELLECTUAL PROPERTY
You will, at all times, retain ownership of and shall be solely responsible for any content that you provide or upload while using www.karvynext.com and/or KDMSL services. You acknowledge that you own or are licensed to use all intellectual property rights (including brand names, trademarks, and logos), that you own the distribution rights to sell the merchandise that you list through www.karvynext.com (“Offered Merchandise ”). You will not include any brand names or company logos in your product or listing, other than those names or logos which you are authorized to so use by the owners of such intellectual property. You have no objection to our use of such intellectual property rights in the course of delivery of the services agreed by us to be provided to you (“Contracted Services”). You confirm that the use by us, in the course providing Contracted Services, of any intellectual property rights concerning the Offered Merchandise and the distribution of the Offered Merchandise shall not violate any law, contract or third party rights whatsoever. We shall not be responsible to check or verify your aforementioned declarations. For the purpose of this Agreement “Contracted Services” shall mean the services offered by KDMSL which have been opted by the Vendor through KDMLS’s site or agent’s site or representative site. (Through our agents/employees)
You grant us a limited, royalty-free, non-exclusive, non-assignable, non-transferable license, without the right to sub-license, license to use your trade name, trademarks and other proprietary information and assets for the purpose of carrying out the Contracted Services. Your information will be reproduced as exact copies, and our use of your marks is subject to the branding guidelines provided by you; you may reasonably revise such guidelines from time to time. We acknowledge that all right, title and interest in your marks are exclusively owned by you and/or your licensors, as the case may be, and that all use of your marks shall be to your benefit.
You indemnify us for and against all claims (including legal costs which we may incur to respond to such claims), which may arise on account of breach of any of the foregoing assurances and for breach of any of the terms and conditions to which you have hereby agreed to be bound.
SPECIFIC POWER OF REPRESENTATION
You hereby grant us a specific power of attorney to represent you in all matters concerning the Contracted Services, including interacting and negotiating with marketplaces and third-party service providers. We may enter into legally binding contracts on your behalf, with or without your confirmation (expressed or implied). The authority shall extend to include such incidental acts as are reasonably required to carry out and perform the Contracted Services. You agree that this power of attorney shall not be revoked until termination of our relationship as provided hereunder.
When you use www.karvynext.com and/or the Contracted Services, or send emails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications from us periodically or as and when required. We may communicate with you by postal mail, email, SMS, notifications on www.karvynext.com, or any other mode of communication, electronic or otherwise.
Payment for Contracted Services may be made either through Credit Card, Debit Card, NEFT transfer to account no. 32216946183 or vide Account Payee cheque drawn in the name of Karvy data management services limited payable at Hyderabad. In case of payment through Credit Card or Debit Card, you may be required to provide your credit card or debit card details for availing the Contracted Services. We will advise you of the amounts that we will charge to your card before effectuating such charge. You agree that the card details provided by you shall be complete and accurate in all respects. You agree not to dispute a charge levied on your card pursuant to your request for a corresponding service.
You shall not use a credit card or a debit card which is not lawfully owned by or which you are not authorized to use. While we will make all commercially reasonable efforts to safeguard your payment details, you acknowledge that there may be third parties involved in processing the payments made through cards, over which we may not have any control. We expressly disclaim all and any liabilities that may arise as a consequence of any unauthorized use of your credit card or debit card pursuant to its use on our systems.
In case of online bank transfers, a gateway will be provided by the bank that supports the payment facility. All online bank transfers shall, in addition to the terms applicable hereunder, shall also governed by the terms as may be levied by the intermediating bank.’
In case of cheque payments, the KDMSL shall provide services subject to cheque realization.
No cash payment shall be accepted.
You agree that your use of www.karvynext.com and of the Contracted Services shall be subject to certain restrictions, some of which are listed below. You confirm that these restrictions are reasonable in their nature and scope. You indemnify us against any cause of action that arises against us by reason of your breach of these restrictions.
You shall not use any means or device, automatic or manual, to access, to copy, to monitor and/or to bypass any portion of www.karvynext.com which is not intended to be made available through www.karvynext.com.
You shall not scan the vulnerability of or breach the security measures of www.karvynext.com or of any network connected to www.karvynext.com. You shall not attempt any exercise in any way, the purpose of which is to discover any information not intended to be provided to you by www.karvynext.com.
You shall not make any denigrating or defamatory statement(s) about us, our services, and our associated third parties. You shall not engage in any conduct or action that might tarnish our image or reputation or otherwise adversely affect any intellectual property owned or used by us.
You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or on any systems or networks connected to ours. You will not use any device, software or routine to interfere or attempt to interfere with the proper working of www.karvynext.com, any transaction being conducted on www.karvynext.com or any other person’s use of www.karvynext.com.
You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message, transmittal you send to us on or through www.karvynext.com, or any service offered on or through www.karvynext.com. You shall not pretend that you are or that you represent someone else, or impersonate any other individual or entity.
You shall, at all times, ensure complete compliance with the applicable laws, including laws relating to information technology, taxation and duties, foreign exchange, antiques, and export and import. In case of a default to comply with any such applicable law, you shall solely be responsible for the consequences and we disclaim all and any liability for such default notwithstanding that our systems and processes may be used by you in causing such default.
From time to time you shall be responsible for providing information relating to the items or services proposed to be sold by you. In this connection, you undertake that all such information shall be accurate in all respects. You shall not exaggerate or overemphasize the attributes of such items or services so as to mislead us or a third party in any manner.
You understand that we have the right at all times to disclose any information (including the identity of the persons who have provided information or material) as necessary to satisfy any law, regulation, or valid governmental request. This may include, without limitation, the disclosure of the information in connection with the investigation of an alleged illegal activity or its solicitation and/or response to a lawful court order or subpoena. In addition, we can (and you hereby expressly authorized us to) disclose any information about you to law enforcement or other government officials as we, at our sole discretion, deem necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury.
While we are not bound to monitor or investigate your activities, we have the right to do so. We may, at our sole discretion, remove or edit any content or restrict or discontinue the use of any service that we believe violates any applicable law or contract.
Protection of your privacy is of utmost importance to us. We store and process your information shared with us, including all sensitive information, on computers that are being protected by physical as well as reasonable technological security measures.
We may provide Contracted Services through one or more third-party service providers. We cannot and do not provide any assurances or guarantees regarding the management of your information by such third party service providers.
YOUR REPRESENTATIONS AND WARRANTIES
You warrant to make commercially reasonable efforts to ensure that all products delivered to pursuant to the Contracted Services:
(i) shall, at the time of delivery, be new products;
(ii) shall be free from any design defects or defects in workmanship or materials;
(iii) shall conform to all of the technical specifications for such products and shall perform in the manner for which such products were designed;
(iv) vest good and valid title to such products which is free and clear of all liens, security interests, encumbrances, burdens and other claims; and
(v) and all intellectual property rights embodied or contained therein shall not and do not infringe upon or violate any intellectual property right, including without limitation copyright, trademark, service mark, patent, patent application, trade dress, trade name, trade secret, mask work, mask right or any other proprietary right of any third parties.
OUR REPRESENTATIONS AND WARRANTIES
We shall use reasonable efforts consistent with prevailing industry standards to maintain the Contracted Services in a manner which minimizes errors and interruptions in the Contracted Services. However, Contracted Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of causes beyond our reasonable control. We will use reasonable efforts to provide advance notice in writing of any scheduled service disruption. However, we do not guarantee that the Contracted Services will be uninterrupted or error-free. We also do not make any warranty as to the results that may be obtained from the use of the Contracted Services. Except as expressly set forth in this section, the Contracted Services are provided “as is” and we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
For a particular Contracted Service, we may have enforced a specific policy or guideline. Such policy or guideline shall be available on www.karvynext.com. In the event that a provision of this General Terms & Conditions Policy conflicts with a provision of such specific policy, an attempt will be made to interpret the provision in a harmonious manner. If this cannot be achieved, the provision of the specific policy shall prevail over that contained in this General Terms & Conditions Policy.
It shall be your responsibility to ensure that all legal taxes and dues, including stamp duties and octroi as may be applicable, are paid upon documents executed by you.
We will rely on your assurances and warranties contained in this or any other communication between us from time to time, for providing our services. We will not be required to ascertain the veracity of statements made by you. We have no obligation to make any discovery of facts, including pertaining to your legal status, your obligations under various laws and applicable guidelines, etc.
It shall be your responsibility to discover and ensure that you are compliant with the various laws, policies, rules, and regulations applicable to you. You will make all reasonable efforts to avoid being blacklisted by any marketplace. Common causes of blacklisting include, but are not limited to, poor performance, fake claims, breach of terms, offer of prohibited products, continual negative feedback, charging in excess of MRP, threat and abuse of other users, creation of fake reviews and ratings, inability to deliver products and listing of irrelevant material.
The Contracted Services are non-transferable and are personal in nature to you. You may not sub-license the Contracted Services in any manner whatsoever.
A delay or failure in the delivery of the Contracted Services shall be excused if and to the extent caused by the occurrence of a cause or event that is not reasonably foreseeable by us, caused by us or under our control.
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
In no event shall www.karvynext.com, KDMSL or any parent, subsidiary, affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator of www.karvynext.com and/or KDMSL be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages arising from your use of www.karvynext.com and/or the Contracted Services, even if we have been advised of the possibility of such damages in advance. Notwithstanding anything to the contrary contained herein, our liability, arising for any cause whatsoever and regardless of the form of the action, will at all times be limited to lesser of Rs. 5,000 and the amounts paid by you to us for the Contracted Services during the term of their use by you. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
In addition to indemnity which you may have provided to us under any other document, you further indemnify and hold us harmless, and any of our parent, subsidiary, and affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner and operator, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your use of www.karvynext.com and/or the Contracted Services in violation of this Agreement and/or arising from:
(i) your use of and access to www.karvynext.com;
(iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or
TERM AND TERMINATION
(a) Delivery of a notice by us to you, clearly stating our intention to terminate the relationship;
(b) A material breach by you of any applicable law, contract or judicial order;
(c) Your application for bankruptcy or insolvency in a court of law; and
(d) Acceptance by us of your request to terminate the relationship, communicated to you in writing.
Upon the termination of our relationship, you shall forthwith acknowledge such termination and immediately cease your use of our website www.karvynext.com and of any services that you may be entitled to at the time of such termination.
We facilitate a photo-shoot for your products as per the specifications of various marketplaces. All costs and expenses associated with the photo-shoot, including applicable taxes, will be borne by you.
We reserve the right to provide photo-shoot services ourselves or through third-parties. If we decide to provide photo-shoot services through third-parties, we will advise you of a professional or firm for the photo-shoot based on our experience. It shall be our endeavor to ensure that the photo-shoot is a pleasant experience for you. However, we do not guarantee the quality of service by third-parties or the acceptance of the photo-shoot results by marketplaces.
You shall arrange for the transfer of the products for photo shoot to the premises where the photo shoot is being conducted as may be informed by us. However, upon your request and payment of additional fees, we shall arrange to have the products picked up from your premises, and shall return the products to you after the photo-shoot. All costs associated with such an arrangement will be borne by you. We shall not be responsible in case of any damage to or loss of any products caused at any time, including during transit and/or during the photo-shoot exercise.
You may wish to have a model featured in the photo-shoot and we may suggest you the models for the same. However, in such a case, it will be your responsibility to choose a right model and the cost of engaging the model shall be borne by you.
The photo-shoot is the first and an important part of the online selling process. Delay in this activity would defer the subsequent actions, including the cataloging, listing and uploading process. A successful execution of the photo-shoot exercise and image finalization depends on various factors. While we will endeavor to complete the photo-shoot process within the indicated timeframe, we shall not be liable for any delay caused due to circumstances beyond our control.
We may modify, name, rename, transform, convert or retouch the images in any manner, at our sole discretion. The intellectual property rights in the final images shall rest with you; however, we shall have a non-exclusive, non-transferable license to use the images to represent your products on the marketplaces identified by us.
The cataloging process involves us creating content for your products in the form of product description details in a form suitable for marketplaces. A separate fee shall be payable for availing this Service as mentioned in the website and as may be amended from time to time.
A digital catalog is essential for product marketing. This activity would start only after you provide us with the details in the format suggested by us as post we receive the payment for the same. A delay in providing the true, complete and accurate details about the product may delay the cataloging process. This may result in reduced or no sale of the product. We disclaim any liability for delays caused by factors beyond our control, including a failure on your part to provide the required information promptly.
Subject to the terms contained in our Statement of Work (“SOW”), you will provide us with a list of the products which you intend to list, with such further details as we may require from time to time. We will review the product list and information provided by you, categorise the products and, in joint consultation with you, assign unique identifying numbers, also known as Karvy stock-keeping unit (“KSKU”) numbers, to each type of product.
Content writing is done on the basis of details provided by the brand, hence if anything is missing in features or wrong details, the brand is required to intimate KDMSL on an urgent basis to get that corrected. Thus, the information provided by you shall be taken by us as accurate and complete, unless otherwise brought to our notice. In some cases, providing incorrect information may result in penalties being imposed by one or more marketplaces. We shall not be liable for any claim, charge or demand made on us by any person whatsoever as a result of any incorrect information provided by you, and you agree to indemnify us against any such claim, charge or demand.
You agree to promptly intimate us of any corrections in the information provided by you; we shall endeavor to have the same corrected upon receipt of such intimation.
MARKETPLACE LISTING POLICY
We shall upload your products on various marketplaces for the purpose of listing them for sale as per your requirement for a separate fee as mentioned on our site and as may be amended from time to time.
You shall offer for sale only such products which are not illegal, prohibited, restricted or require a prescription or license for purchase. All products offered by you shall be new and genuine and in accordance with the policies of each of the respective marketplaces where your products are to be listed. We may advise you of these policies from time to time; however, it shall be solely your responsibility to remain compliant with these policies.
You agree to accept returns of your products that are returned by a marketplace for any reason whatsoever, without question. You also agree to bear all charges that may be levied by a marketplace in context of your products.
You shall not attempt, either directly or indirectly, to concurrently distribute your products carrying the SKUs assigned to us, over marketplaces identified to be approached by us. In case you or any of your products have been blacklisted by any marketplace at any time, for any reason, you shall promptly provide us the details of such event.
The listing process requires completion of various preceding steps, such as photo-shoot and cataloging. Any delay caused by these processes may necessarily delay the listing of the products. We disclaim any liability for delay in listing caused for any reason whatsoever. We will follow-up with marketplaces for uploading and listing of your products and inform you of the status of the process.
Upon completion of the upload, you shall promptly check all the SKUs and inform us of any discrepancy or error for carrying out the necessary corrections.
In our experience, marketplaces like Flipkart, Snapdeal, HS18, Paytm, Shopclues etcetera require about 30-45 business days for the product to go live, while those like Myntra and Jabong require about 3-4 months after evaluation of samples of the product for the product to go live.
Listing is at the sole discretion of the respective marketplace and the same may be refused without assigning any reason whatsoever. It is also possible that the product is made live by a marketplace but the SKU is rejected. It is also possible that the product may not be available for sale in certain geographies. We shall endeavor to interact with the marketplace to correct deficiencies. However, we do not assure you of any such corrections being made. In all cases, we shall be entitled to our due fees even in cases where one or more marketplace refuses listing of your product or limits its distribution in any manner. We provide no guarantee as to (a) on which or on how many marketplaces shall the products be listed, (b) the manner or category in which the products shall be featured in any particular marketplace, and (c) the limitations which a marketplace may impose on the marketing, sale, and distribution of the products.
You will be subject to the rules framed by various marketplaces, including policies concerning sales returns. It shall be your responsibility to ensure that you remain compliance with these rules.
In case you plan to sell jewellery, you shall be required to comply with certain specific requirements, as may be prescribed by marketplaces from time to time. It shall be your sole responsibility to comply with hallmarking or other similar provisions applicable for the sale of jewellery. You shall also ensure fulfilment of the know-your-customer (KYC) norms in accordance with the provisions of the prevention of anti-money laundering laws and other applicable laws. We disclaim all and any liability whatsoever for any non-compliance in this regard.
If you wish to offer discounts on your products, we can facilitate the same. Offers can only be put up for one or more complete months and not for a part of a month. You may offer discount for any particular category, sub-category or brand. However, discounts are not permitted at the SKU level. Discounts applicable shall be made available on multiple portals and cannot be restricted to a particular portal or group of portals.
INVOICING AND PAYMENTS POLICY
We will communicate the total fees for our services and the associated commercial terms with you in writing by a letter and/or over email and/or by listing them on our website www.karvynext.com, from time to time. Such communications shall form a part of our agreement. You will pay us the fees described in such communication, in accordance with the terms stated therein. In case of a conflict between the terms of this policy and the terms listed in our communications, the latter would prevail.
In case we agree to provide listing of your products under our identity, we will, as your limited agent, contract with marketplaces to sell your products. For a sale of your product, we will raise an invoice on the buyer/marketplace, as applicable. You, in turn, will raise an invoice on us, for an amount computed as: Maximum Retail Price less the sum of (Discount Offered to Buyer plus marketplace’s fees plus KDMSL’s Fees). In such a case, your invoice will be due and payable by us within 7 business days from the date of realization of our corresponding invoice to the buyer/marketplace, as the case may be.
In all other cases, the products will be listed on the marketplace under your identity. In case of a sale, you will be required to raise an invoice on the buyer/marketplace, as applicable.
Our fees, including but not limited to fees for photo-shoot, cataloging, marketplace listing, Imaging services are non-refundable, and you accept that no claim for a partial or complete refund of fees or adjustment of any sort will be considered by us under any circumstances.
If your use of our services exceeds the scope agreed as above, you shall be billed for such additional usage on a pro-rata basis and you agree to pay the additional fees in the manner provided.
If you believe that we have billed you incorrectly, you must contact us no later than 30 (thirty) days from the date on the first billing statement in which the error or problem appeared. We may adjust claims for corrections by issuing a refund or by providing equivalent credit, as we may decide.
All billings will be subject to taxes as applicable, including service tax. All payments should be made strictly as per the terms of our agreement. If any tax is deducted at source from payments due to us, you will furnish to us the receipt evidencing deposit of the tax so deducted.
We have a general lien on your products lying in our possession as security, to secure the payment of amounts receivable from you on any account whatsoever. Without prejudice to any rights available to us, we may sell your products for recovering the amounts due to us.
CONFIDENTIALITY & NON-DISCLOSURE POLICY
All communications among us shall be confidential and shall be disclosed to third-parties only for reasonable cause (including disclosures necessary for us to provide any service to you) and strictly on a need-to-know basis.
“Confidential Information” means any data marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition, Confidential Information shall include third-party property, services, and software, if any, that may be provided to you.
Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving party; (ii) was rightfully known to the receiving party without a confidentiality restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without the participation of individuals who have had access to the Confidential Information; (iv) is approved in writing by the disclosing party for disclosure; (v) is necessary for the receiving party to disclose to be able to provide the contracted services smoothly, and (vi) the receiving party is legally compelled to disclose.
In case the receiving party is legally compelled to disclose the information; prior to any such compelled disclosure, the receiving party will inform the privileged nature of the Confidential Information to the party seeking disclosure and cooperate fully with the disclosing party in protecting against any such disclosure or narrowing the scope of such disclosure. In the event that such protection is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.
In the event of an actual or threatened breach of these confidentiality provisions, the non-breaching party will be entitled to immediate injunctive and other equitable relief, without the necessity of showing actual money damages.
SOFTWARE AS A SERVICE (SAAS) POLICY
We will provide you the services required by you and agreed to be provided by us (“Implementation Services”) in the manner described in the Statement of Work (“SOW”). The SOW shall be sent to you in writing (by a letter and/or over email) and shall contain the commercial terms associated with the Implementation Services. Our written communication shall form a part of our agreement. In case of a conflict between the terms of this policy and the terms listed in our written communications, the latter would prevail.
Under the Implementation Services, we grant you a specific, personal, non-exclusive, non-transferable, non-sub-licensable license to access and use, software and related documentation provided by us (“Licensed Material”) for the sole purpose as described in the SOW, during such period that you are authorized to use the Licensed Material. You shall not use the Licensed Material to provide SAAS services to third parties.
You shall allow only your employees, agents and independent contractors who need to access the Licensed Materials to perform the duties assigned to them (“Authorised Users”) by you. All Authorised Users shall comply with the terms and conditions and to the same extent and degree, as are applicable to you.
We will perform all necessary server management and maintenance services at no additional costs to you. Services that require us to perform or assist you in performance of activities that are otherwise your responsibility with respect to the Licensed Material (such as configuration of parameters, verifying or cleansing data, training, root cause analysis and resolving issues unrelated to malfunction of Licensed Material) shall be chargeable additionally by us at applicable rates.
We will provide you with a unique combination of a username and password for each Authorised User. The Authorised User should immediately change the first password allotted by the system. It shall be solely your responsibility to ensure that (a) usernames and passwords are provided only to Authorised Users and (b) all the usernames and passwords are kept confidential. You shall inform us of any change in the status of any Authorised User and shall immediately deactivate the account of an Authorised User who is not required to access the Licensed Materials any longer.
You represent covenant, and warrant that you will use the Licensed Material only in compliance with our standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You indemnify and hold us harmless against any damages, losses, liabilities, settlements, and expenses (including without limitation, costs and legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of the Licensed Material.
You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Licensed Material or any software, documentation or data related to the Licensed Material; modify, translate, or create derivative works based on the Licensed Material (except to the extent expressly permitted by us); use the Licensed Material for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
You will not access, store or transmit any viruses, Trojans or harmful code while accessing or using the Licensed Materials. In addition, you will not use the Licensed Materials to access, store or transmit any material that is illegal, unlawful, obscene, harmful, threatening, defamatory, infringing, harassing, offensive sexually explicit, discriminatory in any manner, or which causes or may cause harm, damage or injury to any person or property.
On an apprehended breach by you of any of the provisions of our policies (including this present policy), we shall be entitled, in addition to and without prejudice to our other rights, to forthwith remove any of your material and to suspend your access and use of the Licensed Materials without incurring any liability whatsoever.
We shall not be liable to you or to any third party in the event that your use of the Licensed Materials does not comply with our policies and instructions in this regard. While using the Licensed Materials, you will be solely responsible for compliance with all applicable laws and regulations, including rules of various websites and third parties. You indemnify us and hold us harmless against all claims, actions, proceedings, losses, damages, expenses, and costs (including, without limitation, legal fees) arising out of your use of the Licensed Materials.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Licensed Material, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords and files, and for all uses of your account and/or the Equipment with or without your knowledge or consent.
All technical issues and requests with respect to the Licensed Material should be brought to our attention for action. We will provide you with reasonable technical support services in accordance with our standard practice.
You will own all right, title and interest in and to the data generated by Authorised Users. We shall own and retain all right, title and interest in and to (a) the Licensed Material, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. We shall have the right to collect and analyze all data and other information relating to the provision, use, and performance of various aspects of the Licensed Material and related systems and technologies (including, without limitation, information concerning data generated by you and data derived therefrom), and we shall be free (during and after the term of our legal relationship) to (i) use such information and data to improve and enhance our services and for other development, diagnostic and corrective purposes in connection with our services and other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.
Notwithstanding anything to the contrary contained in any contract, communication or policy, our liability for any act (including acts of our employees, agents, contractors and sub-contractors) including those pertaining to breach of contract, negligence, commission, omission, false representation or tortious act shall not exceed the total amount of fees payable to us for the 3 month period immediately preceding the date on which a claim for such act arose. If any applicable law in force specifies a minimum liability on us for our act and such minimum liability is greater than the liability computed as stated in this clause, our maximum liability shall be shall not exceed the minimum liability so prescribed by the law.
THIRD-PARTY SERVICE PROVIDERS POLICY
We may recommend third-party service providers for performance of some of the service desired by you. While we may make recommendations based on our past experience with such third-party service providers, we do not provide any representation on their behalf. You may choose to associate in a business relationship with such third-party service providers under a separate agreement, at your own cost and risk.
At times, we may outsource certain of our services to third-party service providers, with or without notice to you. We hereby exclude and disclaim all liabilities, whether direct or indirect, that may arise, directly or indirectly, as a consequence of actions of or forbearance by third-party service providers. We make no warranties, conditions or statements, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose concerning any third-party service provider.
Whether or not you are the manufacturer of the product, it shall be your legal and moral responsibility to ensure that the products offered by you for sale are of the high standards as regards their manufacture, expected features, intended use, and safety.
The products sold by you shall be new, genuine, under warranty (if applicable) from date of the sale, confirm to the description submitted by you and confirm to the samples provided by you for the photo-shoot. You will disclose all the features of the product, including its specific requirements (‘dry clean only’, ‘do not iron’, ‘batteries required’, ‘not suitable for children under 3 years of age’, etcetera) in the product description.
You shall offer for sale and sell only those products which you have permission to resell. You shall pass on good and marketable title of the products to the buyer, free of any encumbrance or other restriction.
You will ensure that the product conforms to commercially accepted unit standards in your industry and, wherever applicable, to the standards prescribed by the government through its legal metrology department and otherwise.
If after sales service is included as a part of the product offering, you shall inform the buyer of the manner in which such after sales service can be availed. You will also provide the paperwork and information necessary for the buyer to avail after sales service.
Delay in order dispatch is one of the factors of pre-delivery cancellations. You shall ensure that you have sufficient inventory of the offered products for you to be able to service the orders without undue delays.
In case of any buyer complaint concerning quality, you shall follow up with the buyer and resolve the matter to the buyer’s satisfaction, at your cost and expense. All complaints will be attended to by you within 3 business days from date of receipt of the complaint. All quality complaint tickets will, in the usual course of business, be closed by you within 10 business days, unless otherwise agreed among us.
You shall work towards achieving zero-defect levels. For this purpose, you shall develop an effective structure for receiving feedback from the buyer, from the marketplace and from us. These feedbacks shall be used by you to create actionable systems which avoid a repeat of undesirable situations.
We will measure your quality standards through multiple factors, including sales return of your products. We may accept returns of up to a level of tolerance, presently 15%. If we observe returns from your sales beyond this level of tolerance, we may take one or more of the following actions: prescribe quality management systems for you to follow, revise our commercials (including our fees and returns processing charges), suspend your account indefinitely and terminate our relationship. In case we suspend your account, we shall restrict sales of your products and withhold amounts payable to you till such time that your account is under suspension.
We may subject all packed products to a drop test. This involves physically dropping the product from a reasonable height to test the integrity of its packaging. You will ensure that the packaging of the product is sufficiently adequate to prevent any damage to the product. We shall not be liable for any damage or loss of products which may occur as a result of the drop test.
We may inspect your product and/or its packaging without notice to you at any point in time. While we are not bound to do so, we may note deficiencies and suggest improvements in the product and/or the packaging. If we do so, you agree to remove all such deficiencies in the product and/or the packaging, as the case may be, and implement improvements suggested by us.
In addition to indemnities provided by you to us, you agree to indemnify us for non-performance of your commitments under this Quality Policy, including, without limitation, infringement of any rights of a third party (including intellectual property rights), your failure to comply with applicable laws of quality and standard measures and any action brought against us due to your breach of the terms of this Quality Policy.