The website www.platform.fynd.com ("Website") including the related mobile site “Fynd Platform” (collectively called “Fynd Platform”) are owned and operated by Shopsense Retail Technologies Limited (“Fynd”, “we”, “us”, “our” or “Company”), a company incorporated under the Companies Act, 1956, having its registered office at 1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093.
The terms and conditions as set out hereinbelow (“Terms”) constitute an agreement between the Company and any natural or legal person (including any legal heirs, administrators or successors) who accesses and/or uses Fynd Platform in any manner (referred to as “you”, “your” or “Seller”), or uses any current or future service or functionality or offer made available on Fynd Platform (“Service(s)”), as updated from time to time.
If you do not agree with any of these Terms or Platform Policies, please do not use Fynd Platform. If you have any questions about these Terms, please contact us at firstname.lastname@example.org for assistance.
Please note that your access to the services/products in other platforms, as may be provided by us or our affiliates, may be governed by such respective platform’s terms and conditions, policies or guidelines (“Additional Terms”) along with these Terms. If these Terms are inconsistent with any Additional Terms, the Additional Terms will control to the extent of such inconsistency with respect to the applicable service or product. These Additional Terms govern your use of such other platform and transaction or dealings thereon.
This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder as may be 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.
Please note that we may, from time to time, change or update these Terms that govern your use of Fynd Platform. Every time you wish to use Fynd Platform, please check these Terms to ensure you understand the terms and conditions that apply at that time. Further, please note that we reserve the right to either change the format and/or the content of Fynd Platform or suspend the operation of Fynd Platform for support or maintenance work, at any time.
We and you are hereinafter individually referred to as “Party” and collectively as “Parties”.
We authorise you to view, use and access Fynd Platform solely for Services provided on Fynd Platform. We enable transactions on Fynd Platform for participating stores/merchants/sellers/service providers/ restaurants etc dealing in the business of (a) food and beverages, (b) provisions, consumer goods, consumables etc., and (c) any other approved products or services (more details in the Acceptable Use Policy) (“Sellers”).
These Terms as set out herein specifically govern your access and use of Fynd Platform which provides a forum for Sellers to inter alia create their own website / store front and list their products/goods/consumables/ (“Products”) or services through Fynd Platform along with other relevant details.
By accepting this Agreement, you affirm that you are 18 (Eighteen) years of age or above and are fully competent to enter into this Agreement, and to abide by and comply with this Agreement. If you are below 18 (eighteen) years of age, it is assumed that you are using/browsing Fynd Platform under the supervision of a parent or legal guardian and that such parent or legal guardian has read these Terms and agrees with the same, including terms of purchase of Service(s) on your behalf. In the event we are made aware that a User is under the age of 18 years and has been using/browsing Fynd Platform without the supervision of their parent or legal guardian, then in such case, we reserve the right to deactivate such account without further notice. Further, if you are using the Services on behalf of a company or organisation, you represent that you have authority to act on behalf of such entity, and that such entity accepts these Terms.
- We reserve the right, in our sole and absolute discretion, to update or change any portion of these Terms at any time. We may be required to make changes that materially adversely affect your use of the Services or your rights under these Terms at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict Products, services or activities that we deem unsafe, inappropriate, or offensive.
- Any changes to the Terms will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we post such updated Terms, constitutes your acceptance of the changes and consent to be bound by these Terms, as amended. If you do not agree to the amended Terms, you must stop accessing and using the Services.
- We reserve the right to deny access, at any time, including the termination of membership and deletion of Account, to anyone who we believe has violated any provision of these Terms or the Acceptable Use Policy.
You agree that the sole purpose of registering on or using Fynd Platform, is to enable yourself technically to run your legal business on an e-commerce website, and you shall not use Fynd Platform in any manner whatsoever for any other purpose other than as mentioned in the Acceptable Use Policy or for purposes which are not permitted under the applicable law.
To access and use the Services, you must register for a Fynd Platform account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Fynd Platform may reject your application for an Account, or cancel an existing Account, for any reason, at its sole discretion.
You confirm that you are receiving Services provided by Fynd Platform for the purposes of carrying on a business activity and not for any personal, household or family purpose.
You acknowledge that we will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to us and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with us can only be authenticated if they come from your Primary Email Address.
You are responsible for keeping your Account login credentials and password secure. Fynd Platform cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
You are solely authorized to operate the Account created by you. Consequently, it is your responsibility to maintain the confidentiality of the login credentials of your Account on Fynd Platform and for preventing unauthorized access to your Account. You shall remain solely liable for all the actions undertaken through your Account.
You will: (a) immediately inform us of any unauthorized use of the Account or any other security breach; and (b) ensure that you log out of your Account at the end of each session.
We, our employees, agents, directors, officers and affiliates will not be liable for any losses, direct or indirect, arising from your failure to comply with these Terms. You may be held liable for any losses incurred by us or any other User due to unauthorized use of their Account by you. We reserve the right to refuse access to Fynd Platform, terminate fraudulent Accounts, at any time without notice to you.
Technical support in respect of the Services is only provided to registered Sellers. Questions about these Terms should be sent to us at email@example.com
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission of Fynd.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including using any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any Products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to us or our affiliates.
Subject to Clause 4.1.1, the person signing up for the Services by creating an Account will be the contracting party (“Primary Seller”) for the purposes of our Terms and will be the person who is authorized to use any corresponding Account we may provide to the Primary Seller in connection with the Services. You are responsible for ensuring that the name of the Primary Seller (including the legal name of the company that owns the Sales Channel, if applicable) is clearly visible on the Sales Channel’s website. “Sales Channel” means the online store (whether hosted by Fynd Platform or on a third party website), e-commerce platform(s) owned and managed by Fynd or any storefront built using Fynd Development Kit or Fynd Platform API Documentation or physical retail location(s) associated with the Account.
If you are signing up for the Services on behalf of your company or organisation or employer, then such company/organisation/employer will be the Primary Seller. You may also login into Fynd Platform using the Company ID provided by Fynd Platform to your company or organisation or employer.
If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to this Agreement. One Sales Channel can only be associated with one Primary Seller. A Primary Seller may have multiple Sales Channels.
Based on your subscription and pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account (in the “Team” section). Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Primary Seller can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (in the “Roles” section). For example, you can limit Staff Account access to sales information on the “Reports” page or prevent Staff Accounts from changing general store settings.
The Primary Seller is responsible for: (a) ensuring it’s employees, agents and subcontractors, including those with access to Staff Accounts, comply with these Terms; and (b) any breach of these Terms by the Primary Seller’s employees, agents or subcontractors. The Primary Seller acknowledges and agrees that the Primary Seller will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Primary Seller.
The Primary Seller and the users under Staff Accounts are each referred to as a “User”.
COMMUNICATION AND UNSUBSCRIPTION
By accepting these Terms, you also accept to receive news, updates, offers/ campaign related SMS and emails to the mobile phone number and Primary Email Address provided by you. By accessing and using Fynd Platform and/ or verifying your contact number / Primary Email Address with us; by accepting these Terms; by accepting or receiving and not unsubscribing expressly on the consent availed by us from you via SMS, Email-s, Voice calls, IVR (Interactive Voice Response) or any other modes and methods of communication, you explicitly consent to receive such communications (through call, SMS, email or other digital and electronic means) from us and/or our authorized representatives regarding any new services or offerings, even if your contact number is registered under the DND/NCPR list under the Telecom Commercial Communications Customer Preference Regulations, 2018.
You can unsubscribe/ opt-out from receiving marketing/ promotional communications, newsletters and other notifications from us at any time by following the instructions set out in such communications or writing to us on firstname.lastname@example.org.
You agree to provide true, accurate, up to date and complete information while signing up on Fynd Platform or for any other purpose when prompted or requested to do so on Fynd Platform.
Certain information you provide on Fynd Platform in your profile may reveal, or allow others to identify different aspects of your private life, and more generally about you. You are expressly and voluntarily accepting the terms of the Agreement and supplying all such information on Fynd Platform, including all information deemed “personal” or “sensitive” by the applicable law.
For the use of our Services, you will be required to use certain devices, software, and data connections, which we otherwise do not supply.
You are responsible for all carrier data plan and other fees and taxes associated with your use of our Services. We may charge you for our Services, including applicable taxes.
You are prohibited from misrepresenting your identity and agree not to represent yourself as another User or login / register using the identity of any other person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on Fynd Platform to ensure that the information provided by you is true, accurate, current, complete and not misleading, at all times. We shall not be responsible in any manner whatsoever for the authenticity of the personal information or sensitive personal data or information supplied by you to us or to any other person acting on behalf of / representing your organisation or employer.
You acknowledge and agree to provide correct public-facing contact information, a refund policy, order fulfilment timelines and comply with all applicable legal, regulatory and industry standards vis-à-vis your Sales Channel hosted by Fynd Platform.
You acknowledge and agree that any contract of sale made through your Sales Channel of Products or services, is directly between you and the end-customer. You are the seller on record for all items you sell by using the Services. Fynd Platform shall not be responsible for providing or helping you with any legal, regulatory or industry mandates that is applicable to the operation of your business.
You are responsible for the creation and operation of your Sales Channel, your Products and services that you may sell through the Sales Channel, and all aspects of the transactions between you and your end-customer(s). This includes, but is not limited to, authorizing the charge to the end-customer in respect of the end-customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws, or your breach of these Terms. The Company does not have any control or does not determine or advise in any way or involve itself in the offering or acceptance of such commercial/contractual terms between the end-customers and Sellers. The Company may, however, offer support services to Sellers in respect to order fulfilment, logistics, third party payment service provider integration in the Sales Channel and other ancillary services, pursuant to the understanding between Company and the Seller. The price of the Products and services offered by the Seller are solely determined by the Seller itself and Company has no role to play in such determination of price in any way whatsoever.
You represent and warrant that your Sales Channel and the goods and services you sell through the Sales Channel will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Fynd Platform will not be the seller or merchant or record and will have no responsibility for your Sales Channel or items sold to end-customers through it.
Company is operating as an online intermediary and assumes the role of facilitator and does not at any point of time during any transaction between the end-customer and Seller on Fynd Platform, come into or take possession of any of the Products or services offered by Seller. Company is only providing a platform for communication, and it is agreed that the contract for sale of any of the Products or services shall be a strictly bipartite contract between the Seller and the end-customer. At no time shall the Company hold any right, title or interest over the Products, nor shall the Company have any obligations or liabilities in respect of such agreement of sale entered into between end-customer and Seller.
You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws) or the laws applicable to you in your end-customer’s jurisdiction. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Sales Channel or that may be held by you) in your use of the Service and your performance of obligations under these Terms.
You agree to indemnify the Company for any and all losses suffered by the Company due to your use of Fynd Platform. Company is not responsible for unsatisfactory or non-performance of services or damages or delays caused by you on the Sales Channel, as a result of any shortcoming at your own end in fulfilling the end-customer’s expectations.
You may list and provide the details of the Products / services offered for sale to the end-customers as a registered User on Fynd Platform, however you shall not be permitted to sell any product that fall under the list of banned items identified by the Company from time to time or are otherwise prohibited for sale under applicable law. (more details – Acceptable Use Policy)
You agree and undertake that you are legally permitted to sell the Products listed for sale on Fynd Platform. Listings may only include text descriptions, graphics and pictures that describe your Products for sale. All listed Products must be listed in an appropriate category on Fynd Platform and must be in compliance with applicable law(s).
You hereby agree and undertake that descriptions, images, and other content pertaining to the Products/services is complete and accurate, and corresponds directly with the appearance, nature, quality, purpose and other features of such Products/services.
The listing description of the Products must not be misleading and must describe the actual condition of the Product. If the Product description does not match the actual Product, you agree to refund any amounts that you may have received from the end-customer.
You shall not abuse or misuse Fynd Platform or engage in any activity which violates these Terms. Further, you shall not engage in any activity that may have a detrimental effect or may create an adverse impact on Fynd’s business or goodwill. In any such case, Company may suspend your account or permanently debar you from accessing Fynd Platform.
You hereby agree in not engaging in any unfair trade practice viz manipulating price of Products or imposing unjustified price.
You hereby agree to be solely responsible for any dispute and liability that may be raised by end- customer relating to the quality, quantity, merchantability of Products or services sold by you on your Sales Channel.
The Fynd Platform API Terms govern your access to and use of the Fynd Platform API documentation (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
We respect the intellectual property of others and expects you to do the same. We reserve the right to remove content alleged to be infringing any other person’s intellectual property rights, without prior notice, at our sole discretion, and without any liability to you. We will respond to notices of alleged infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please report this at email@example.com.
You confirm that these Terms hereunder will not conflict with, result in a breach of or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) or result in the acceleration of any obligation under any of the terms, conditions or provisions of any other agreement or instrument to which you are a party or by which you are bound or to which any of your property or assets are subject, conflict with or violate any of the provisions of its charter documents, or violate any statute or any order, rule or regulation of any Authority that would materially and adversely affect the performance of your duties hereunder. You have obtained all consent, approval, authorization of authority required for the execution, delivery and performance of your respective obligations hereunder. If the Company suffers any loss or damages or a claim is made by any person against the Company or Fynd Platform, as a result of a breach or default or contravention on your part of this Agreement, you agree to forthwith upon delivery of notice by the Company, make good such losses or damages or claim amounts suffered by the Company.
You confirm that there is no action, suit or proceeding pending against you or to your knowledge, threatened in any court or by or before any other authority which would prohibit your entering into or performing obligations under this Agreement.
You acknowledge that Fynd shall enter into multiple agreements with its affiliates and partners and in case if you opt to avail any service(s) from our affiliates and/or partner, in order to promote and boost customer engagement on your Sales Channel or Services availed by you, you hereby provide your consent to Fynd to share your Product information and other details to its affiliates and/or partners on a strictly need-to-know basis.
You confirm that you shall not transfer your Account and shall not assign any rights and obligations under this Agreement to any third party without the specific prior written permission of the Company.
ADDITIONAL SERVICES ON FYND PLATFORM
Point of Sale (POS) Software Services
- In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the Fynd Platform Point of Sale software (“POS Software”), programs, documentation, apps, tools, cloud-based services and components, in-store POS operating manuals for store staff (“POS Documentation”) and any updates thereto provided to you by Fynd Platform.
- Access to and use of the POS Services requires that you have an active and valid Account.
- You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).
- You agree to use the POS Services in accordance with all procedures that may be provided by Company from time to time.
- While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.
- The Fees for POS Services will be determined based on your agreed upon commercials with Fynd Platform / Company, by way of an Addendum to this Agreement for availing such services.
- Store manager/personnel can easily download POS Service in their respective mobile, tab or any other electronic device which allows downloading of POS Service. Locations where POS Service are used is defined by your business address and are used for associating orders with a specific business address. Locations are added through the Seller panel associated with your Account. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular billing cycle. In the event of any discrepancy between the number of locations added by you through the Seller panel and the number of locations detected by Fynd Platform, the number of locations detected by Fynd Platform will be deemed to be correct.
FYND & GO SERVICES
- You may use our Fynd & Go service (available in the Fynd Platform Seller panel) to integrate your physical /offline stores with our Services. Fynd and Go service shall provide you with a self-checkout module that will be used by the end-customer visiting such physical store location of the Seller.
- Fynd & Go service shall also provide the Seller with order validation, configurations and analytics modules as a part of the Services to enable the back-end functions of the Seller.
- Fynd & Go shall allow you to generate a custom QR scan code for all your physical store locations which you can place/publish in your physical store location(s).
- The end-customers visiting your physical store location(s) will be able to purchase their desired Products by scanning the respective custom QR code at the store and paying online for the desired Products instead of standing in the billing counter queue.
- This feature shall enable the Sellers and end-customers experience an enriched and digitized shopping experience.
PAYMENT OF FEES
Fynd Platform offers two types of subscription plans viz, (a) Standard Plans, available at https://platform.fynd.com/pricing and (b) Enterprise Plans, which shall be a customized plan depending and varying on your requirements, for which you can write to us at firstname.lastname@example.org. In order to avail Services provided by Fynd Platform, you shall be required to choose and subscribe for an appropriate subscription plan as per your needs. Fynd Platform offers 1 (one) month free usage of its Services (“Trial period”) and the fees depending on the subscription plan chosen by you (“Fees”) shall be payable by you to us thereon, after completion of such Trial period.
You may also have the option to upgrade or downgrade your existing subscribed plan(s). In case of any upgrade or downgrade in your existing subscribed plan(s), any increase or decrease in the Fees shall be adjusted in your subsequent month’s billing cycle. However, in case of any cancellation of any of your existing subscribed plan(s), you acknowledge that there shall be no pro-rata refund(s) of Fees.
In future, we may charge a fee or charges, as intimated from time to time by us on Fynd Platform, for Account registration on Fynd Platform and availing our Services. Currently, we do not levy any charges/fees for registration, access or maintaining an Account on Fynd Platform, for the Trial period.
We reserve the right to introduce new Services including any premium or paid services or modify or discontinue any existing Services provided on Fynd Platform.
We do not provide refunds for our Services, except as required by applicable law.
For any and all transactions between you and the end-customer, you agree to pay certain amount of fee (“Transaction Fees”) to the Company, which may be part of the overall Fees. You agree that the Transaction Fee is subject to change, and such change shall be as mutually agreed between you and the Company or shall be published on the Platform from time to time.
All Fees including Transaction Fees shall be exclusive of any applicable statutory taxes, levies, fees or charges, imposed by the government as per the applicable law, now in force or enacted in future (“Taxes”).
For the avoidance of doubt, all Fees payable by you to Fynd Platform, under these Terms, will be paid free and clear of any deductions (including tax deductions/charges) or withholdings whatsoever. Other than Taxes charged by Fynd Platform to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority.
You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale to end-customer, on your Sales Channel or your use of the Services.
While availing any of the payment method/s available on Fynd Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to:
- Lack of authorization for any transaction;
- Exceeding the preset limit mutually agreed by you and between you and the bank;
- Any payment issues arising out of the transaction; or
- Decline of transaction for any other reason.
You acknowledge and agree that you shall not use the details of credit card/debit card/net-banking or any other payment instrument which is not lawfully owned by you.
All payments made for the Services on Fynd Platform by you shall be compulsorily in Indian Rupees which is the acceptable mode of currency in India. Fynd Platform shall not facilitate transaction with respect to any other form of currency with respect to the purchases made on it.
You will be governed by the chosen third party payment gateway’s terms and conditions with respect to the transactions between you and the end-customer(s).
The end-customer and Seller acknowledge that the Company will not be liable for any damages, interests or claims etc. resulting from not processing a transaction/transaction price or any delay in processing a transaction/transaction price which is beyond control of the Company.
Your relationship with the Company is on a principal-to-principal basis and by accepting these Terms, you agree that the Company is an independent contractor for all purposes and does not have control of or liability for the Products or services that are listed via Fynd Platform. The Company does not guarantee the identity of any end-customer, nor does it ensure that an end-customer or a Seller will complete a transaction.
You agree that for process related to payment of invoice(s), collection, settlement, disbursement of any online and/or offline payment(s) received from the end-customers via the Sales Channel, you shall be governed by the payment and invoicing SOP, which may be shared by the Company with you, from time to time.
- To the extent the Company is providing Services in the form of an e-commerce marketplace, it shall deduct TDS as per Section194O of the Income Tax Act, 1961 on gross transaction value of the Product, as per the applicable rate in force.
- In all other case, Seller shall pay the TDS on Fees as applicable, to the government on behalf of the Company & certificate for the same will be shared periodically (within 45 days from the end of every quarter) to the Company, for reimbursement of the same.
You agree that, in case if the Goods and Services Tax regime applies to you, then you shall require registration in accordance with the applicable statute and to remain compliant at all times with such statute. You agree to share the registration number, GST certificate or other unique ID/ number and GST registered address, with the Company, whenever demanded, in order to ensure compliance.
For the purposes of this Agreement, GST shall include the Central Goods and Services Tax (“CGST”), the State Goods and Services Tax (“SGST”) / Union Territories Goods and Service Tax (“UTGST”) and/or the Integrated Goods, Services Tax (“IGST”) and GST Compensation Cess (“Cess”) as may be applicable.
To the extent Company is providing Services of an e-commerce marketplace, Company shall deduct TCS as per Section 52 of the GST Act or any other amendments thereof, by applying the rate in force and remitting the same to the government on timely basis.
Company shall remit the GST so charged (as applicable) from Seller, subject to a valid invoice / debit note, to the appropriate government authority and file GST returns as prescribed, within the statutory timelines, mentioning all appropriate and relevant information including GST registration as provided to Company by you on the Fynd platform, which enables Seller to claim timely credit of GST in the appropriate GST registration.
In the event the credit of GST is not granted or denied to Seller under its appropriate GST registration, which has been provided to the Company, under applicable laws for non-payment of taxes charged to Seller, then Seller shall inform about such incorrect submission to the Company within the statutory timelines and the Company shall rectify the said non-compliances/errors to ensure that Seller get the credit in the subsequent month. In case of failure to notify such irregularities by Seller to the Company, within the statutory timelines, then the Company shall not be responsible for any such non-credit of GST.
If Seller has already paid the Fees and there is a decrease in any such Fees on account of valid discount as agreed or any other reason, then the Company will issue to Seller, a credit note for the differential amount. The credit note should be issued in accordance with Applicable Law. Seller shall, upon receipt of credit note, ensure to reverse the GST credit to the extent of GST shown in the mutually agreed credit notes issued by the Company in his valid return.
If there is an increase in the Fees due to provision of additional deliverables and/or services, then Company will issue to Seller a debit note for the differential amount. The debit note should be issued in accordance with applicable law.
Tax Proceedings Seller shall undertake the responsibility for the periodic filing of taxes to the statutory tax departments as mandated under the applicable law, from time to time. Seller agree that in the event any enquiry, scrutiny, audit, assessment or any other tax proceedings are initiated against Company in respect to this Agreement, Seller shall fully support and cooperate each other by furnishing the relevant information and documents, related to the supplies provided under this Agreement, on a timely manner as may be required by Company.
Change of Law As and when there is any change in the GST and Income Tax rules, acts, regulations on input credit, Company shall update the relevant clause of this Terms on Fynd Platform for your update and notice.
You acknowledge that for all the invoice(s) raised by the Seller upon the end-customer, Seller would be responsible for collecting GST directly from the end-customer and shall be depositing the same to the government.
You hereby acknowledge that Seller shall be responsible for;
- E-invoicing (if in case you crosses the applicable threshold limit under the law);
- HSN/SAC code determination;
- Rate classification of the Product;
- Dynamic QR Code (if in case you crosses the applicable threshold limit under the law);
- Specific/applicable taxes on Product(s);
- Adding correct GST number of your store on the Fynd Platform; and
- Correct tax rate & tax heads such as CGST and SGST/IGST on the invoice raised to the end-customer.
Term. The Term of this Agreement shall come into force and effect from the date you complete your Account registration for a Service on Fynd Platform and shall continue unless otherwise terminated by either or both Parties in accordance with Clause 11 (Breach and Termination).
You may cancel your Account and terminate this Agreement at any time, by contacting us at email@example.com and then following the specific instructions indicated to you by us.
BREACH AND TERMINATION
Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit, limit your activity on Fynd Platform, immediately remove your information, forthwith temporarily/indefinitely suspend or terminate or block your Account, and/or refuse to provide you with access to Fynd Platform or initiate any legal action it may deem fit, particularly in the event:
- You have committed a material breach of these Terms or the documents it incorporates herein by reference (including the Acceptable Use Policy) and have failed to remedy the same within a period of 15 (fifteen) days from the date of receipt of a notice of breach from us;
- You breach any of the provisions of any other agreement or Additional Terms between the Company and you in addition to these Terms;
- You misuse your Account;
- the Company is unable to verify or authenticate any information including KYC details, provided by you;
- the Company believes that your actions may cause legal liability to the Company, other Users or yourself;
- You fail to make the respective payment due to Company, despite repeated reminders and notifications;
- You do not possess/produce the requisite legal or compliance document(s), license(s), certification(s), registration(s), required to sell or offer certain Products / services on the Sales Channel;
- the Company suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent or criminal activity in connection with the use of the Services;
- You have filed a petition for bankruptcy or insolvency, or are unable to pay your debts, or are subject to a petition presented before a court for winding up.
You understand and acknowledge that, in case you opt in for any plug-in(s) or extension(s) services of any third party on Fynd Platform; then you shall be additionally governed by the terms of such third party, for the service(s) you have opted for. You further acknowledge that in case the agreement or understanding between Company and such third party is terminated due to any reason, then your services with such third party shall also be terminated immediately.
In case your access or use of the Services is terminated for any of the reasons mentioned hereinabove, Company and its personnel shall not be liable for any damages, losses, direct, indirect, immediate or remote, interests or claims that may occur to you or to any third party.
You agree and acknowledge that we, in our sole discretion, without prior notification or intimation, may terminate your access, to all or part of Fynd Platform, or cease to provide accessibility to Fynd Platform, for reasons including but not limited to:
- In response to the requests of law enforcement agencies or other government institutions;
- In response to your own request;
- Unforeseeable technical issues;
- Occurrence of an event outside our control.
No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against you. Once your Account has been suspended or blocked, you may not register or attempt to register on Fynd Platform or use Fynd Platform in any manner whatsoever. Notwithstanding the above, if you breach the Terms or the Platform Policies or other guidelines incorporated therein by reference or any other agreements/Additional Terms entered into by the Company and you in addition to these Terms, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against you.
Without prejudice to any other rights of the Company, a suspended Account shall continue to remain suspended until you make the complete outstanding payment including interest, claims, compensation, damages, etc. if any, or rectify the non-compliance / breach / default, during the Term.
You will be responsible for any breach of these Terms by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
All your obligations and liabilities incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
Consequences of Termination. Upon such termination of this Agreement by either Party for any reason:
- We shall revoke your access to the Account and take custody or control of the same, remove the links, discontinue display of your Products on the Sales Channel hosted through Fynd Platform as well as disable the Sales Channel within 10 days of receipt of notice for termination;
- We shall enforce that you cease to use and return any/all intellectual property, confidential information (if any) that belongs to us;
- Both the Parties shall endeavour to perform respective obligations up to the date of termination in business-like manner;
- If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email, which you must settle immediately within 7 (seven) business days from the date of such invoice;
- Any outstanding balance owed to the Company for your use of the Services until the effective date of such termination will immediately become due and payable;
- Both Parties will be regarded as discharged from any further obligations upon expiry of date of termination under his Agreement, only after due payment of Fees by you to the Company;
- Unless otherwise provided in these Terms, you will not be entitled to any refunds of any Fees, pro rata or otherwise.
REPRESENTATIONS & COVENANTS
Seller Representations. Seller represents and warrants as follows:
- Complete responsibility of the Product and all liability related to the Products and services shall solely vest with the Seller and that Seller shall be solely responsible to the end-customer for the sale or offering of its Products/services including but not limited to its timely dispatch/provision to the end-customer;
- The Products/services listed by Seller through Fynd Platform, are owned by the Seller or are duly licensed to the Seller since Fynd Platform is merely a facilitator providing its listing services to enable online sale or offering of the Seller’s Products/services;
- The Products shall be in a merchantable condition and such Products shall conform to the quality standards prescribed under applicable law, if any.
- Any information provided by the Seller, together with Products concerning quality, purpose, user’s guide and operating instructions, descriptions, accompanying certificates or any other papers for the Products are correct, not misleading and complete in all material respects and end-customers shall have the unconditional right to use the user’s guide, operating instructions, descriptions and other papers / images.
- The Products are genuine, defect free and not counterfeits.
- The Products shall, at the time of delivery to the end-customer (i) be free from material defects; and (ii) be manufactured in accordance with good manufacturing practice and applicable law (such warranty being referred to as the “Product Warranty”) and (iii) have a minimum shelf life of 12 months from the date of receipt of the Products by the end-customer, wherever applicable.
Seller Covenants Seller covenants and undertakes that (a) they shall not provide any information to Fynd Platform, which is untrue, inaccurate, not current, or incomplete; (b) they shall maintain the secrecy of the login credentials to the Account provided by Fynd Platform, at all times, and upon breach of such secrecy, immediately intimate Fynd Platform by way of email at firstname.lastname@example.org to block such Account; (c) they shall make due payment of Fees to Fynd Platform; (d) they shall refrain from any misuse, damage, destruction or any form of unauthorized use of the Services on Fynd Platform at all times, during and after the Term.
DISCLAIMER OF WARRANTIES, INACCURACIES & ERRORS
Fynd Platform may be under constant upgrades, and some functions and features may not be fully operational.
Due to the vagaries that can occur in the electronic distribution of information and due to the limitations inherent in providing information obtained from multiple sources, there may be delays, omissions, or inaccuracies in the content provided on the Platform or delay or errors in functionality of Fynd Platform. As a result, we do not represent that the information posted is correct in every case.
We expressly disclaim all liabilities that may arise as a consequence of any unauthorized use of credit/ debit cards by a User or end-customer.
The Company disclaims all liability with respect to Products and services offered by the Seller.
We do not warrant that the Services will be uninterrupted, timely, secure, or error-free.
We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
We are not responsible for any of your tax obligations or liabilities related to the use of Fynd Platform’s Services.
We shall not be liable to you or anyone else for any losses or injury arising out of or relating to the information provided on Fynd Platform. In no event will we or our personnel be liable to you or any third party for any decision made or action taken by your reliance on the content contained on Fynd Platform.
In no event will we be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), resulting from any services provided by any third party or merchant accessed through the Fynd Platform, whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.
Further, we specifically disclaim, any and all warranties, and you agree (a) we are not responsible or liable for the Product design, its functions and condition, manufacturing and selling and financial obligations, warranties, guarantees, whatsoever; (b) we do not warrant and assumes no responsibility for the accuracy of the Product description or other content on Fynd Platform or its completeness and reliability.
We do not assume any responsibility for the proceedings undertaken by an aggrieved end-customer against you in the event of your non-adherence with the applicable law and any data protection laws and obligations. However, in the event of a complaint from an end-customer, you shall be obligated to answer queries on the non-adherence to the applicable law including but not limited to the Legal Metrology Act, failing which we can temporarily/indefinitely suspend/terminate/block/with-hold your Account, at our own discretion.
FYND PLATFORM AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. WE, FOR OURSELF AND ANY THIRD-PARTY PROVIDING MATERIALS, SERVICES, OR CONTENT TO THIS WEBSITE, MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, WITH RESPECT TO FYND PLATFORM, THE INFORMATION OR ANY PRODUCTS OR SERVICES TO WHICH THE INFORMATION REFERS. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM OR CONNECTED WITH THE SITE, INCLUDING BUT NOT LIMITED TO, YOUR USE OF FYND PLATFORM OR YOUR INABILITY TO USE FYND PLATFORM, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
It is possible that other Users (including unauthorized Users or 'hackers') may post or transmit offensive or obscene materials on Fynd Platform and that you may be involuntarily exposed to such offensive and obscene materials. It is also possible for others to obtain personal information about you due to your use of Fynd Platform, and that the recipient may use such information to harass or injure you. We do not approve of such unauthorized uses, but by using Fynd Platform, you acknowledge and agree that we are not responsible for the use of any personal information that you publicly disclose or share with others on Fynd Platform. Please carefully select the type of information that you publicly disclose or share with others on Fynd Platform.
INTELLECTUAL PROPERTY RIGHTS
Each Party shall, solely and exclusively own worldwide, in perpetuity, including renewal and extension periods, their respective Intellectual Property and nothing in this Agreement shall be construed as conferring ownership of the Intellectual Property rights to other Party in any manner whatsoever.
Notwithstanding anything contained in this Agreement, the Intellectual Property rights in the software solution(s) (including the Platform), Account or any other Products/services or deliverables created and developed by Fynd (“Fynd’s Proprietary Rights”) either before or after the Agreement, shall exclusively vest with Fynd, in perpetuity.
You recognize that Fynd is the registered owner of the word mark ‘Fynd’ and the logo including but not limited to its variants and you shall not directly or indirectly, attack or assist another in attacking the validity of, or Fynd’s or its affiliates’ proprietary rights in, the licensed marks or any registrations thereof, or file any applications for the registration of the licensed marks or any names or logos derived from or confusingly similar to the licensed marks, any variation thereof, or any translation or transliteration thereof in another language, in respect of any Products/services and in any territory throughout the world. If you become aware or acquire knowledge of any infringement of Fynd’s Proprietary Rights, you shall report the same at email@example.com with all relevant information.
Fynd hereby grants to you, for the Term, a non-exclusive, non-assignable, non-sub-licensable and revocable license to use Fynd’s Proprietary Rights or any other rights only to the extent as may be specifically allowed by Fynd in writing.
Except as specified hereinabove, nothing contained in this Agreement shall be construed to grant any rights and title to the User in Fynd’s Proprietary Rights.
In addition to any other remedies available to Fynd under this Agreement or otherwise, any unauthorized use, alteration, modification, reproduction, publication, disclosure or transfer of Fynd’s Proprietary Rights will entitle Fynd to any available equitable remedy against you.
Upon termination of this Agreement, all rights relating to Fynd’s Proprietary Rights, along with modifications thereto, shall continue to vest with Fynd and you shall not have any right whatsoever, over such Intellectual Property.
You shall not reverse assemble or reverse compile or reverse engineer in any manner whatsoever or directly or indirectly allow or cause a third-party to reverse assemble or reverse compile or reverse engineer in any manner whatsoever the whole or any part of Fynd’s Proprietary Rights.
THIRD PARTY SERVICE PROVIDERS
We may facilitate integration with third-party service providers (such as logistics service providers, payment gateway(s), payment aggregators, etc.) for processing your Product orders and payments made in relation to the purchase of Products offered by you to end-customers.
You will have to enter into separate agreements with the respective third-party service providers for availing online payment collection and settlement services. The relevant third-party service provider shall transfer the amount to you, paid online by the end-customers in accordance with the terms of such respective separate agreement.
You agree and accept that the Company is neither acting as a trustee nor acting in a fiduciary capacity with respect to the payment transactions between you and your end-customers.
The relationship between you and any third party service provider is strictly between you and such third party service provider, and we are not obligated to intervene in any dispute arising between you and a third party service provider .
Under no circumstances will we be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any third-party services or your contractual relationship with any third party service provider. These limitations will apply even if we have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a third-party service or your relationship with a third party service provider.
During the Term of this Agreement, a Party (“Receiving Party”) may receive or have access to certain Confidential Information belonging and/or relating to the other Party and its affiliates (“Disclosing Party”)
The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third-party other than the Receiving Party’s officers, employees, agents, affiliates or representatives who have a need to know for the purposes of this Agreement, ensuring that they comply with same level of obligation in maintaining the Confidentiality under this Agreement.
- 'Exceptions': The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which: 1. Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public; 2. Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party; 3. Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith; 4. Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and 5. Has been disclosed pursuant to the requirements of applicable law, any Governmental Authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.
Neither Party shall disclose this Agreement and the term of this Agreement to any other person without the consent of the other Party.
The Parties acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement, may cause irreparable harm to the non-disclosing Party, the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the Disclosing Party under this Agreement or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such non-disclosing Party shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.
These Terms shall not restrict the Receiving Party from complying with any legal requirement to disclose Confidential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Confidential Information be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.
The confidentiality obligations enlisted hereinabove for the Company shall survive for the term of this Agreement.
You shall comply with and take all reasonable care with respect to protecting personal data that you may receive in connection with its performance of this Agreement. You shall implement adequate security measures to protect personal data commensurate with such measures you have in place to protect personal data of your own employees, customers and suppliers, not disclosing such personal data to any third-party and complying with all applicable data privacy laws.
Company shall collect, use, store or otherwise process any data, whether or not personal in nature, from data source available in the public and use it for the purpose of performing its obligations under this Agreement and for its internal business operations.
You hereby represent and warrant that you have the requisite consent/permission under applicable law and policies to collect, store share or otherwise use, display or publish any data and information (including but not limited to personal data received from the end-customers and or any other third-party) (“Customer Data”) in connection with Services and will keep Company, fully indemnified against any third-party claims arising out of or in relation to such Customer Data.
You shall promptly notify the Company of any information security breaches or incidents that could impact the performance of either Party’s obligations under this Agreement. The Parties shall jointly determine the corrective action required to be taken in connection with such information security breach or incident.
THIRD PARTY INTERACTION & LINKS TO THIRD PARTY WEBSITES
In your use of Fynd Platform, you may enter into correspondence with end-customers, third party service providers, sell Products and/or services, or participate in promotions of advertisers or members or sponsors of Fynd Platform or access any other third-party website linked to Fynd Platform. Unless otherwise stated, any such correspondence, advertisement, purchase or promotion, including the delivery of and the payment for Products, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable third party. You agree that we have no liability, obligation or responsibility for any such correspondence, purchase or promotion, access or usage of any third-party website and the contract under such instances remains between you and any such third party.
AVAILIBILITY AND ACCESSIBILITY OF FYND PLATFORM
We control and operate Fynd Platform from India and make no representation that the materials and the content available on Fynd Platform are appropriate to be used or will be available for use in other locations outside India. If you use Fynd Platform from outside India, you are entirely responsible for compliance with all applicable local laws. These Terms do not constitute, nor may these Terms be used for or in connection with any promotional activities or solicitation by anyone in any jurisdiction in which such promotional activities or solicitation are not authorized or to any person to whom it is unlawful to promote or solicit.
Information that we publish on the world wide web may contain references or cross references to our products, programs and Services that are not announced or available in your country. Such references do not imply that we intend to announce such products, programs or Services in your country. Consult our local business contact for information regarding the products, programs and Services that may be available to you.
We frequently monitor the your Account activity in order to avoid fraudulent accounts and transactions. Users with more than one Account or availing referral vouchers fraudulently shall be liable for legal actions under law and we reserve the right to recover the cost of goods, collection charges and lawyer fees from persons using Fynd Platform fraudulently. We reserve the right to initiate legal proceedings against such persons for fraudulent use of Fynd Platform and any other unlawful acts or omissions in breach of these terms and conditions. In the event of detection of any fraudulent or declined transaction, prior to initiation of legal actions, we reserve the right to immediately delete such Account and dishonour all past and pending orders without any liability. For the purpose of this clause, we shall owe no liability for any refunds.
COPYRIGHTS IN CONTENT
Fynd Platform contains material, including text, graphics and sound, which is protected by copyright and/or other intellectual property rights (“Content”). All copyright and other intellectual property rights in the Content are either owned by us or have been licensed to us by the owner(s) of those rights so that we can use the Content as part of Service. We retain copyright on all information, including text, graphics and sound and all trademarks displayed on Fynd Platform are either owned by us or licensed to us.
You may print off one copy, and may download extracts, of any page(s) from Fynd Platform for your personal reference and you may draw the attention of others within your organization to material available on Fynd Platform.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
You must not use any part of the materials on Fynd Platform for commercial purposes without obtaining a license to do so from us or our licensors.
You may use and display the Content on your personal computer only for your personal use subject to the grant of a limited, revocable, personal, non-exclusive and non-transferable license to you by us.
You may not: (a) copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), download, display, perform, reproduce, distribute, modify, edit, alter, enhance, broadcast or tamper within any way or otherwise use any Content contained on Fynd Platform. These restrictions apply in relation to all or part of the Content available on Fynd Platform; (b) copy and distribute the information on any other server, or modify or re-use text or graphics on this system or another system; (c) reproduce any part of the Content or sell or distribute the same for commercial gain nor shall it be modified or incorporated in any other work, publication or website, whether in hard copy or electronic format, including postings to any other web site; (d) remove any copyright, trademark or other intellectual property notices contained in the original material from any material copied or printed off from the Content or Fynd Platform; or (e) link any other material to the Content displayed on Fynd Platform, without our express written consent.
If you believe that your intellectual property rights have been used in a way that raises concerns of infringement, please write to us at firstname.lastname@example.org
LICENSE AND USE OF YOUR CONTENT
You grant to us a royalty-free, perpetual, irrevocable, non-exclusive right and license to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on any material posted by you on Fynd Platform (“User Content”) for the purpose of providing Services under the Terms, without additional approval. We do not claim ownership of the User Content; however, we do require a license to such User Content. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms. You represent, warrant, and agree that you have all necessary rights in the User Content to grant this license. You irrevocably waive all moral rights you may have in the User Content in favour of Company and agree that this waiver may be invoked by anyone who obtains rights in the materials through us, including anyone to whom we may transfer or grant (including by way of license or sublicense) any rights in the User Content.
If you owned the User Content before providing them to us then, despite uploading them to your Sales Channel they remain yours, subject to any rights or licenses granted in the Terms or elsewhere. You can remove your Sales Channel at any time by deleting your Account. Removing your Sales Channel does not terminate any rights or licenses granted to the User Content that we require to exercise any rights or perform any obligations that arose during the Term.
We do not pre-screen User Content and it is in our sole discretion to refuse or remove any User Content from any part of the Services, including if we determine in our sole discretion that the Products or services that you offer through the Services, or the User Content uploaded or posted to the Services, violates our Acceptable Use Policy or these Terms.
You agree if we become aware of inappropriate use of Fynd Platform or any of its Services, we will respond in any way that, in its sole discretion, we deem appropriate. You acknowledge that we will have the right to report to law enforcement authorities of any actions that may be considered illegal, as well as any information it receives of such illegal conduct. When requested, we will co-operate fully with law enforcement agencies in any investigation of alleged illegal activity on the internet.
Submissions and unauthorised use of any materials contained on Fynd Platform may violate copyright laws, trademark laws, the laws of privacy and publicity, certain communications statutes and regulations and other applicable laws and regulations. You alone are responsible for your actions or the actions of any person using your username and/or password.
INDEMNIFICATION AND LIMITATION OF LIABILITY
You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from (a) your access to or use of Fynd Platform or the Content or the Services; (b) violation or breach of these Terms or the documents it incorporates herein by reference (including the Acceptable Use Policy); (c) any acts of fraud, negligence or intentional misconduct by you ; (d) infringement of any of Fynd’s Proprietary Rights or any third-party intellectual property or other rights; (e) breach of Seller Representations, Warranties, Covenants, obligations as per the Terms; and (f) breach of applicable law. You will be responsible for any breach of the Terms including the Acceptable Use Policy by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
We will notify you promptly of any such claim, loss, liability, or demand, and in addition to the foregoing, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
Notwithstanding any other provision of this Agreement, the maximum aggregate liability of Fynd under this Agreement shall be equivalent to the Transaction Fees paid by Seller in the 1 (one) month preceding the date of the claim.
DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
All disputes under this Agreement that have not been resolved as set forth above shall be resolved by E-Arbitration to be conducted by a sole arbitrator, who shall be jointly appointed by the Parties from the panel of available e-arbitrators. All arbitration proceedings may be conducted through mode available on the internet or any other information and communication technology (including but not limited to video call system, telephone or mobile, fax, e-mail facilities) which can be beneficially used to solve disputes. All arbitration proceedings shall be held in accordance to the provisions of Arbitration and Conciliation Act, 1996. The language of arbitration shall be English. The arbitral award shall be final and binding on the Parties. The award may include costs, including reasonable advocates’ fees and disbursements, which shall be borne equally by both the Parties.
This Agreement shall be governed by the laws of India and, subject to the arbitration process above, the Parties agree to submit to the exclusive jurisdiction of competent courts at Mumbai, India.
From time to time, Fynd Platform may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which we will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information and subject to the confidentiality provisions in this Agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without our prior written consent. We make no representations or warranties that the Beta Services will function. We may discontinue the Beta Services at any time in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. We may change or not release a final or commercial version of a Beta Service in our sole discretion.
ANTI BRIBERY AND ANTI CORRUPTION POLICY
Both Parties agree to conduct all their dealings in an ethical manner and with the highest business standards. Both Parties agree to adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind, in the course of all dealings with each other or any other third parties for the purpose of this Agreement and to comply with any anti-bribery and anti-corruption laws. Any instances of such violations will be viewed in a serious manner and Fynd reserves the right to take all appropriate actions or remedies as may be required under the circumstances including terminating this Agreement with immediate effect. You will provide all possible assistance to Fynd in order to investigate any possible instances of unethical behavior or business conduct violations of employees or hired persons or agents of yours.
ANTI MONEY LAUNDERING (AML)
You shall, at all times, ensure compliance of law and complete all KYC/AML requirements as per law for the performance of its obligations under this Agreement. Any instances of such violations will be viewed in a serious manner and Fynd reserves the right to take all appropriate actions or remedies as may be required under the circumstances. You will provide all possible assistance to Fynd, in order to investigate any possible instances of anti-money laundering.
CUSTOMER CARE SUPPORT
In accordance with the applicable law, any concern, feedback which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Services being availed hereunder, may be directed by you to such customer support personnel at the below mentioned coordinates:
Shopsense Retail Technologies Limited
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B,
Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
In accordance with the applicable law, any grievances which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Services being availed hereunder, may be directed by you to such grievance officer at the below mentioned coordinate:
Name: Sana Kazi
Designation: Grievance Officer
Email Address: email@example.com
Registered Office: Shopsense Retail Technologies Limited
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B,
Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
Name: Abhimanyu Mallik
Designation: Nodal Officer
Email Address: firstname.lastname@example.org
Registered Office: Shopsense Retail Technologies Limited
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B,
Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
We will not be held responsible for any delay or failure to comply with its obligations if the delay or failure arises from any cause which is beyond our reasonable control.
RIGHT TO AUDIT AND / OR EXAMINE RECORDS.
In case of any audit which requires any clarification on transactions under this Agreement, Fynd may seek a certification from a certified auditor for compliance in accordance with the terms of this Agreement and Fynd shall arrange the same at its own cost. Both Parties undertake to maintain records during the term and for a period of 8 (eight) years after the expiration or termination of this Agreement.
No provision in these Terms will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by us. Any consent by us to, or waiver of your breach, whether expressed or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these Terms and the remainder of these Terms will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided however that, in such event, these Terms will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
Both the Parties agree that this Agreement is entered into on a non-exclusive basis and that both Parties shall be free to engage any third-party as its client/service provider to procure/provide similar or identical Services.
These Terms supersede all previous oral and written terms and conditions (if any) communicated to you by us, for the use of Fynd Platform, and the rights and liabilities with respect to any Services to be provided by us shall be limited to the scope of these Terms.
Fynd shall be deemed an independent contractor with respect to any and all Services performed under this Agreement. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between you and Fynd, by virtue of this Agreement.
All provisions in the Agreement that expressly or customarily survive the termination or expiration of the Agreement will continue in effect after the Agreement is terminated or expires.