TERMS AND CONDITIONS
This document is an electronic record as per the terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions of electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record does not require any physical or digital signatures.
This document is a legally binding agreement between a Seller and a Buyer, as the case may be (acting by itself or through its representatives) (collectively referred to as “you,” “your,” “User” starting now) who access or use the Portal and avail the Services (referred to as “we” or “our” starting now). You acknowledge and agree that the Portal is a business-to-business (B2B) platform and only provides services to business entities.
That this document and such other rules and policies of the Portal (but not limited to a few of the guidelines) as may be amended from time to time are collectively referred to below as the “Terms.” We shall reserve all the rights to change, modify, add or remove any of these Terms at any time without any prior notice.
By accessing, scrolling, or otherwise using the Portal or the Services, the user agrees to accept the terms and conditions and shall be bound by the Terms and conditions mentioned hereunder. It shall be the responsibility of the user itself that he shall review these Terms constantly for any updates/changes. Please do not use the Services or access the Platform if you do not accept the Terms or cannot be bound by the Terms.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING AND IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PORTAL OR THE SERVICES PROVIDED BY US.
By impliedly or expressly accepting these Terms and conditions, it is assumed that you have provided your consent and you agreed to be bound by any amendments, updates, and modifications to the Terms and the other policies, as may be amended, updated, and modified from time to time.
“Asset” has the same meaning as Item.
“Best Offer” means a transaction where the buyer purchases an item for less than the list price.
“Buy now” means a transaction in which the buyer purchases an Item for the list price.
“Buyer” means a purchaser of Inventory.
“Claims” means claims, losses, liabilities, costs, and expenses, including reasonable attorney’s fees.
“Company Marks” means the Company’s trademarks, trade names, service marks, taglines, and logos.
“Confidential Information” means any confidential or proprietary information of the user which is identified as such or should reasonably be understood as such.
“Dangerous Goods” means any product or goods that are dangerous, hazardous, damaging in nature, etc.
“Delivery Note” shall mean the waybill that contains essential information required for the performance of the logistic services such as name, delivery address, and contact number of the buyer or other description of the shipment.
“Deal” means a close of an auction, execution of a Buy Now transaction, or seller’s acceptance of Buyer’s Best Offer, depending on the type of transaction.
“Effective Date” means the day on which the agreement commences.
“Inventory” means the Company’s goods offered through the Company.
“Item” means any product or Inventory that is published on the Portal.
“Login Credentials” means a validated set of a username and a password.
“Logistic Services” means shipping, delivery, and other allied services provided by us to the Buyer Terms.
“Order(s)” shall mean an order placed by buyer for purchasing products from seller on the Portal.
“Order Details” shall mean the details relating to the order and shall include a description of products, details of the seller, date of order/ placement, delivery mode, delivery date, etc.
“Products” shall mean goods of any category (other than Dangerous Goods).
“Rack 37” means the Rack 37 trademarks, trade names, service marks, taglines, logos, and the Site’s branding elements.
“Seller” shall mean a vendor of the Inventory.
“Shipment/ Consignment” shall mean all the products that are traveled under one Delivery Note and which is carried by any means of transportation like air, road, etc.
“Termination Date” means the day on which the agreement terminates.
“User Information” means all information submitted by a User in connection with the use of such information.
“User” means any person who is using the services.
This Terms and condition document is divided into four sections:
- General Terms
- Buyer Terms
- Seller terms
- Additional Terms
The Terms and conditions of these services shall come in force from 00:00 hours of 19th February 2021.
When a user logins or access the Portal or services, it is therefore implied that he/she is accepting the terms and conditions mentioned on the Portal.
- A user must be registered on our Portal to access the services. Therefore he/she agree and acknowledge that he/she will use our services/Portal for business purpose itself and not for any other purpose except business.
- We (Rack 37 Innotech Pvt. Ltd) shall have all the rights to cancel or terminate any user’s account if we think fit. Further, we may reject any user’s application without giving any reasons to the user.
- A set of a user ID and OTP/ Password shall be given to the users. Any action that is activated on the user’s account on the Portal or by using the OTP will be considered to have been authorized by the user with the user’s express consent.
- When users access the Portal, he directly communicates with us (Rack 37 Innotech Pvt. Ltd) via e-mail, SMS, WhatsApp, or any other communication modes.
- While the user is registering on the Portal, he is required to furnish the details like business details and personal details or any other information that is needed by us for registration. User also agrees to provide any additional information and proofs as and when required by us for verification of the user’s account information.
- All the information provided by the user shall be correct and accurate to his knowledge. If any info founded to be incorrect or misleading, we shall reserve the right to take appropriate steps for such inaccurate and deceptive information served.
- User agrees that he shall not copy, re-publish, download any information, text, images, videos, etc., that is available on the Portal, nor will a user use, copy or download, etc. any content from the Portal for its personal or professional use.
- We may, at any time with or without notice can withdraw, terminate or suspend any or part of the services without cause or in case of any breach of the Terms by the user. In addition, termination of any or part of any Services shall not impact the provision of other services or other business arrangements or agreements which the user may have entered into with us.
Eligibility of the user who can form a legally binding contract under Indian Contract Act, 1872. For this purpose, the term ‘persons’ shall mean any sole proprietor, firm, Company, corporate body, government or state or any trust, joint venture, partnership, or any other body corporate which is duly incorporated as per Laws of India.
Any user shall not use the Portal and the services provided thereunder for its personal use; the Portal shall only be used for the business purpose itself.
BREACH OF THE AGREEMENT
If any user breaches any terms of the agreement or if we have a reasonable ground to believe that a user has breached the terms and conditions mentioned on the Portal, then we shall have all the right to suspend, terminate, block, remove, withdraw, etc. any product listing or the account of the user and if we think fit and appropriate we can impose penalties as well.
If a user becomes inactive in such cases, we shall de-activate the user’s account with or without any prior notice within a prescribed time limit.
We shall fully cooperate with all the government norms and policies.
We shall expressly disclaim all warranties either expressed or implied, including but shall not be limited to any such conditions, accuracy, performance, etc., for a particular purpose. It shall exclude all the warranties, undertakings, etc.
We shall under no circumstances be liable for any consequential, punitive, special, or exemplary damages, including but not limited to any lost profits that shall result from the purchase of any product from our Portal or any services availed even if we were before advised of the possibility of such damages.
Under no circumstances shall we be held liable for any losses, delay, or failure of the services that are delivered through our Portal that are resulting directly or indirectly from the acts of nature, an act of God, floods, earthquake, etc., that are beyond our reasonable control.
INTELLECTUAL PROPERTY RIGHTS
We (Rack 37 Innotech Pvt Ltd) shall be the sole lawful owner and licensee of all the rights that are vested with us.
All the title, ownership, intellectual property rights like copyright, trademark, trade secret, marks, logos, icons, etc., shall be the intellectual property of Rack 37 itself. The unauthorized use, modifications, copying, etc., of these marks, are strictly prohibited.
We may, at our sole discretion, permits the user of our Platform in writing to use any related logos or icons in the form and manner prescribed by us.
All the legal notices or demands to be sent or made upon a user shall be effective if either it is delivered personally or by courier, e-mail, fax, SMS, WhatsApp messages, etc. or posting notices or demand on an area of the Portal that is accessible by the public without any charges or through another mode of communication as we deem fit.
- Buyer’s Responsibilities and representation.
- A buyer represents and agrees that he is a lawfully incorporated business entity and is fully competent to understand and agree to the Terms;
- Have all the authority to accept the terms to grant the license/ authorization to perform the obligations etc.
- The Portal is used only for business purposes itself, and it shall not be used for personal or another purpose other than business.
- The address provided on the Portal shall be the buyer’s place of business, and the business is validly incorporated/ established as per the applicable laws.
- The content that buyer submits or posts shall not infringe or violate any copyright, patent, trademark, or other intellectual property rights.
- The buyer shall provide the information about the material and buyer’s entity, services, or products detail while registering the Portal process. Such information shall be required to be furnished from time to time. This information provided shall be true, accurate, and complete.
- Payment by Buyers
While placing the order on Portal, a buyer can opt to make payment for the products that are purchased by using any of the modes of payment available, from time to time.
At the time of placing the order, we may require the user to pay a token amount that can be equivalent to a certain percentage of the total value.
The buyer agrees and acknowledges that the decision in this regard shall be final and binding on him. And if buyer does not agree to the above-mentioned clauses, he/she can choose not to transact and discontinue the services provided on the Portal. If you continue to transact on the Portal, then it shall be deemed that you have agreed and accepted the terms.
Buyer shall solely be responsible for the transactions/payments made to the seller for the products purchased or services rendered. A buyer should acknowledge that we are merely acting as a payment collector, and we shall not be legally liable for any payment done between seller and the buyer, and we shall have no obligations, responsibilities, or liabilities to verify the transactions that the buyer makes.
We shall only transmit the payments for the orders received by the buyer in the same manner as it was processed by the seller’s terms. Therefore, a buyer shall agree to these terms.
A buyer also acknowledges and agrees that we shall not be liable for the failure of any transaction done on the Portal for any reason whatsoever, including but not limited to non-performance or omission, etc., on the part of seller, any technical errors on the Portal.
Buyer shall comply with all the applicable rules/regulations with the transactions as specified under the laws.
- Fees and Charges
We shall charge the buyer for providing the Logistic Services, and all such other charges shall be exclusive of Goods and Service Tax. The charges payable for logistics services can be displayed on the Portal itself, and it can be modified or amended from time to time without any prior notice. It shall be the duty of the buyer to keep a check on the logistic charges.
Any taxes, levies, etc., that are applicable on entry or any other charges that are levied by central/ state/ local authorities shall be extra, and the buyer shall be liable to pay such charges.
- Limitation of Liability and Indemnity
We shall not have any liability whatsoever for any claims that are arising from: (a) any act or omission; (b) compliance with the instructions given by you or by any person acting on your behalf; (c) an act or order of any government authority; (d) nature, description or contents of the shipment; (e) any dispute or claim arising between seller and buyer without limitation relating to the shipment of products hereunder.
- Seller’s Responsibilities and representation.
- A seller represents and agrees that he is a lawfully incorporated business entity and is fully competent to understand and agree with the Terms;
- Have all the authority to accept the terms to grant the license/ authorization to perform the obligations etc.
- The Portal is used only for business purposes itself, and it shall not used for personal or another purpose other than business.
- The address provided on the Portal shall be the seller’s place of business, and the business is validly incorporated/ established as per the applicable laws.
- The content that a seller submits or posts shall not infringe or violate any copyright, patent, trademark, or other intellectual property rights.
- The seller shall provide the information about the material and buyer’s entity, services, or products detail while registering the process on the Portal; such information shall be required to be furnished from time to time. This information provided shall be true, accurate, and complete.
- Seller shall be solely responsible for obtaining all the necessary 3rd party licenses and permissions regarding any user content that is submitted, posted, or displayed.
- All the information provided relating to the shipment shall be complete and accurate; the shipment must be properly packed, labeled, or marked. And it shall be with adequate standards and norms.
- They may require to furnish any such additional information or documents that are related to the services/ products of the seller that are offered for sale on the Portal or any other information that is relevant.
We can any time and randomly conduct audits of the shipments that are handed over to us for delivery of the product. Without prejudice to other rights that are available under these terms and applicable laws respectively, if in our opinion we believe that the shipment or the product do not comply with the applicable laws or packaging guidelines, then we may, in our sole discretion can levy a penalty or can take action against the same.
We can also be entitled to do either one or more of the following:
- Issue a warning letter;
- De-activate or suspend a seller’s account on the Portal, with or without prior notice
- Any other action which we may deem fit in our sole discretion.
- Payment and Settlement Services
We shall provide the payment and settlement services to the seller in relation to each transaction on the Portal. And it shall be the discretion of the Company to either sub-contract all or any part of the payment.
Seller agrees and acknowledges that we are just acting as a payment collector and shall have no responsibility as to the legality of any payment transaction between seller and buyer.
We shall have all the rights to withhold the settlement of payment to the seller or any third party if we think that the transaction is being undertaken by you is not genuine or is fraudulent.
The seller hereby consent and agrees to comply with the guidelines, instructions, etc.
Refunds (if any) shall be processed in the same manner as it is received.
The Company shall be entitled to recover any amount due from the seller for any illegal act, negligence, act or omission, etc.
In case of any chargeback event, we reserve all the rights to withhold the settlement to the seller, pending inquiries, or any regulatory body until resolving such issues.
Any other additional terms that are required by the Company to be covered under the Terms and Conditions shall come under additional terms. These additional terms can be changed from time to time and at the discretion of the Company itself.