M/s A & A Tech incorporated in India and having its registered office at B-20-2577 National road Ludhiana ,through its website www.bhaibandhu.com and/or Mobile/Desktop Application, provides a platform to facilitate its registered Users to connect with each other, and to enable them to grow business and maintain business relations, by way of creating a virtual business market or ecommerce platform.

The Firm, hereinafter, shall be referred as “BHAIBANDHU” and where the context so requires, the expression “Bhaibandhu” shall include Partners, employees, representatives, assigns, executor, or administrators of the Firm, or its subsidiary or holding Company, etc.

By ACCESSING, BROWSING, USING, REGISTERING WITH AND TRANSACTING THROUGH the Platform, the User agrees to the Terms and Conditions mentioned in this USER AGREEMENT. This Agreement consists of Part I, II, III & IV. The User declares that it has gone through the terms of this Agreement; and after being satisfied with the terms & conditions, hereby expressly and impliedly, accepts these terms. User accepts, confirms and acknowledges this User Agreement as legally binding.

Bhaibandhu agrees to provide the Users with access to its platform and services rendered through such Platform, in accordance with the terms and conditions hereunder:

PART-1

GENERAL TERMS & CONDITIONS

Any User, who accesses, browses, uses or transacts through the platform, with or without registration, shall be bound by this Part -I.

1. DEFINITIONS & INTERPRETATION:

1. Unless otherwise specified, the following words and expressions shall have the meaning as given herein below:

1. “AGENT” means the user, registered as Agent with the platform and includes its representatives, employees, directors, assign, successor, etc.

2. “AGREEMENT” shall mean and include this User Agreement consisting of Part I, II, III & IV and such other documents, Rules or Policies, as reflected under each part.

3. “BB WALLET” means digital wallet provided by Bhaibandhu to its User(s) through platform to store Cashback earned by such User and to utilize the same in accordance with this Agreement.

4. “BUYER” means the user registered with the platform as buyer or retailer and authorised under these terms to purchase goods from wholesaler/seller through platform. The term includes its representatives, employees, directors, assign, successor, etc.

5. “COMMERCIAL TRANSACTION” means sale of goods/products between Seller and Buyer, by paying or promise to pay the consideration in advance or deferred payment or payment in instalments or by deploying various modes of payment;

   

6. “CREDIT SALE” means sale of goods/products by Seller to Buyer credit basis, with or without Agent’s surety, on such terms of payment and delivery, as may be agreed upon between Buyer, Seller and/or Agent.

7. “DATA” means a representation of information, knowledge, facts, concepts or instructions, processed or not, posted by any User on the Platform, which is being stored, displayed, published, or is being used in or for any commercial transaction between two or more Users.

8. “DATE OF COMMENCEMENT OF SERVICE” means the date on which the User registers itself with the Platform, as a wholesaler, Seller or Agent and where the context so requires, means the date of commencement of service under specific subscription.

9. “GOODS/PRODUCTS” shall mean and include apparels or textile products and shall include any other product, as may be expressly allowed by Bhaibandhu to trade through its platform, from time to time.

10. “LIVE STREAMING” means transmitting multimedia including videos, that are simultaneously recorded and broadcasted in real-time, using internet.

11. “PERSON” shall mean and include individual, Proprietor of a Proprietorship Concern, and a legal entity, such as Bhaibandhu, Partnership Firm, Society, Trust or Association of individuals, and the term 'It' shall be used to refer to legal entity as well all genders in individuals.

12. “PLATFORM” means and includes Firms website, www.bhaibandhu.com and its Mobile/Desktop Application available on Apple store, Google Play store, or on/through any other online media and the expression shall include its hosting server and cloud storage.

13. “PRE-PAID SALE” means Sale of goods by Seller to Buyer, wherein payment of the sale price of the goods, is made in advance to Bhaibandhu, at the time of placing an order by the Buyer. Such payment is made in advance by the Buyer, subject to Refund Policy of the platform.

14. “SELLER” means the user registered with the platform as seller or wholesaler and authorised under these Terms to sell its product through platform. The term includes its representatives, employees, directors, assign, successor, etc.

15. “SERVICE” means service of any description or nature, which is made available to User by Bhaibandhu through its platform, including functionalities and features of the platform; except where the context is used for third-party services.

16. “SUBSCRIPTION PLAN” means plans made available for subscription by the platform, from time to time, and subscribed by the User by paying the requisite subscription fee along with applicable taxes;

17. “USER” shall mean any person who access or browse the Platform, including but not limited to unregistered or unauthorised User.

2. INTERPRETATION:

1. words and expressions used but not defined in this Agreement, shall have the meanings respectively assigned to them in Information Technology Act, 2000 and Rules promulgated thereunder, Sale of Goods Act, 1930 and Indian Contract Act, 1872. The definition of words and expressions provided in this Agreement, shall be in addition to the legal definition provided under Information Technology Act, 2000.
2. The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement, the terms and conditions, or any provision hereof in any manner whatsoever.

2. AGREEMENT:

1. Agreement under this Part comprises of following:

3.      Data and information submitted electronically by the User for online registration/ signing-up with the Platform;
4. General Terms & Conditions provided under this Part-I, as may be amended/updated by Bhaibandhu, from time to time,
5. Any other data, information, and documents including images, videos, text or scanned documents provided by the User to Bhaibandhu at the time of registration or anytime thereafter, by way of upload on platform or by physical delivery of such document;

2. Documents, Rules or Policies incorporated by reference under this Part, including Privacy Policy, Return, Refund & Cancellation Policy, etc., shall be deemed to be a part of this Agreement and therefore, the content thereof shall be read as a part and parcel of this User Agreement.

3. Bhaibandhu, in its sole discretion, may incorporate new, or update the existing Documents, Rules or Policies, from time to time; which shall further be treated as a part and parcel of this Agreement. The User hereby, confirms and agrees to such newly incorporated or updated document, Rules, Policies and content thereof and the same shall be binding upon the User from the date on which such newly incorporated or updated Documents, Rules or Policies are notified on the Platform.

4. This Agreement shall be deemed to have been executed in Hyderabad, notwithstanding the place of access by the User.

3. REPRESENTATION AND WARRANTIES OF USER:

5. User of the Platform, Registered or otherwise, represents and warrants as follows:

1. That

1. in case of an individual, he/she has attained the age of majority according to the law to which he/she is subject to; and  
2. in case of a legal entity, it is validly existing and duly incorporated/ registered under the relevant provisions of law and is being represented by a duly authorised representative.

2. That it is ‘competent to contract’ under section 11 of Indian Contract Act, 1872 and has agreed to enter into this Agreement with its free will and that it is not disqualified or forbidden under any applicable law from entering into a legally binding contract.

3. That it is competent to understand the terms hereunder and agree to such terms.

4. That the present Agreement is not in violation of its liability under any other Agreement.

5. It has a valid GST registration. User with valid GST Registration alone can register with the platform.

6. That all the details and information provided by the User to Bhaibandhu during Registration and with Subscription Form(s) i.e., name, mobile number, address, business name, GST number, etc. and any images, videos, text or scanned documents; hosted, displayed, uploaded, modified, published, transmitted, stored, updated or shared by it on the Platform, are true, accurate, current and complete; and does not amount to breach or infringement of intellectual property rights or any third-party rights. Sharing of incorrect or incomplete information shall be subject to Criminal Liability as defined under this Agreement. User undertakes to promptly update the data or information, in case of any change in such information, including change of address or contact details.

7. That the debit/credit card/UPI/Wallet details provided by it for the purpose of payment to the Platform, are correct and that such debit/credit card/ UPI/Wallet, legally belongs to such user or it has a legal right to use such debit/credit card/ UPI/Wallet.

8. That it has all the requisite permits/sanctions from the statutory authorities to run its business and accordingly its listing onto the Platform or any uploads, offers thereto does not violate any law. It further undertakes to renew all its permit/sanctions regularly and to comply with all applicable laws. Any action for non-compliance of any provision of law or regulations or any claim for loss or damage thereto by any third party shall be the sole responsibility of such User. The User further warrants to indemnify Bhaibandhu against all such claims, losses or damages.

4. OVERVIEW OF SERVICES OFFERED:

6. Bhaibandhu provides a platform for its Users to connect to each other by way of registration.

7. Registration process is available for three types of Users, i.e., Wholesalers, Retailers and Agents. Platform allows Wholesalers, Retailers and Agents to register/sign-up with the platform basing on their business credentials.

8. Bhaibandhu through its Platform facilitates Business to Business sale model, wherein it allows Wholesalers/ Sellers to sell its products to Retailers/Buyers, as pre-paid sale or credit sale.

9. Bhaibandhu has provided its platform and services thereof, merely to facilitate a platform for its Users to connect to each other. Any commercial transaction other than Pre-paid sale through Bhaibandhu, taken place between two or more Users, in form of cash sale, credit sale or in any other mode, shall not bind Bhaibandhu in any way.

10. Bhaibandhu’s role and participation in such commercial transaction is limited, as expressly mentioned under this User Agreement.

11. Connection: Platform provides advanced and safe technology to connect different users, by sending connection request to each other. Platform provides discretion to User to connect to businesses, Agents or other Users of their own choice. User, receiving the connection request, shall have discretion to accept or reject the request. On acceptance of request, a connection is established between the Requesting and Accepting User.

12. Platform provides a personalised experience to each User, wherein different Users may be empowered to create different groups and to control, regulate and monitor privacy of its postings, etc. in such groups.

13. Platform may, at its sole discretion, provide different services and feature to different Users, which may further vary basing on various plans, as may be subscribed by such Use(s);

     

14. In-depth details of services available to different Users, are dealt with in Part II, III, & IV.

5. TERMS OF ACCESS:

15. Application, Acceptance and Enforcement: Access to platform, use of any of its functionality, Commercial transaction conducted through platform, or any ancillary matters connected thereto or arising therefrom, shall be governed by this User Agreement. By accessing, browsing or registering with or transacting on the platform, the User unequivocally accepts the terms & conditions hereunder; and undertakes, in unambiguous terms, to comply with the terms of this Agreement. This Agreement is legally enforceable and binds the User.

16. Registered Account:

1. To access services offered by the platform, User shall register with the platform and furnish such details pertaining to the business, like Business Name, registered address, GSTIN and phone connected therewith, PAN, business registration or formation documents, or any other document, as may be required by Bhaibandhu, from time to time. User agrees and undertakes to furnish additional information and provide documents, as and when required by Bhaibandhu.

2. Registration of any User shall be subject to the verification by Bhaibandhu of the data, information or documents, provided by the User. By providing its business details and relevant documents, User consents to the inclusion of its personal data in platform database and usage of the same as per Privacy policy of the platform and further authorises Bhaibandhu to verify such data and information on its own or through a third-party service provider and to validate the same from government or statutory authorities’ database.

3. Bhaibandhu will endeavour its best to verify the credentials provided by the Users at the time of registration, but despite such best endeavours, Bhaibandhu provides no guarantee or assurance on behalf of or supporting any User. Users are advised to personally confirm such credentials, before entering into any kind of commercial transactions with other Users and to exercise care and diligence.

4. All the registered accounts are secured by log-in ids and password. The User undertakes the responsibility for the secrecy of log-in id and password, verified PIN, if any, for its Account. User shall not disclose it to any third-party.

5. User undertakes the sole responsibility for all the activities done through its account, including unauthorised activities done through unauthorised access of its account. User further undertakes to immediately notify Bhaibandhu, regarding any unauthorised access, security breach or other related issue with the secured log-in and password; and shall indemnify Bhaibandhu or other Users for any loss, damage or claim, as may be suffered by them due to such security instances.

6. User shall register only one account for a single business entity. In case of multiple accounts, Bhaibandhu reserves its right to block/suspend all or any of such accounts. Such accounts shall be used only for commercial purpose, as defined hereinafter and not for any personal use. Bhaibandhu may facilitate a register User to have multiple log-ins, basing on the plan, such User has subscribed to.

7. Details about the Sellers, Buyers and Agents such as the name of their business, their registered address, and any other information necessary for enabling other Users to make informed decisions at the prepurchase stage, shall be disclosed by Bhaibandhu and Such Users, hereby specifically agree and authorize Bhaibandhu for such disclosure of their personal information.

17. Scope of Services:

8. Platform allows Business to Business sale of apparel or textile products alone. Users are not allowed to trade in any other product through the platform. Bhaibandhu reserves the right to modify, at any time, at its sole discretion, the list of goods/products and User expressly agree and acknowledge the same.

9. The Services provided through the platform are only accessible for commercial purposes and the services are being rendered to facilitate sale of goods between two business entities for resale purposes alone.

10. The expression "commercial purpose", does not include use of goods / services by a person, for personal purposes or exclusively for the purpose of earning his livelihood, by means of self-employment.

18. Transfer and Assignment: The right given to User to use the services provided by Bhaibandhu through Platform is non-transferable and non-assignable.

19. Unregistered or unauthorised Users: Any unauthorized use of the services is prohibited. Only registered and authorised Users shall be entitled to avail such rights, as granted hereunder in this Agreement; but all the liabilities or obligations mentioned hereunder shall be equally applicable to an unregistered or unauthorised User, as it would be in case of a registered or authorised User. An unregistered or unauthorised User shall be equally liable to Bhaibandhu or to the other Users or third-parties, as a registered or authorised User would be under this Agreement.

20. Authorisation: 

1. By posting, storing, publishing, sending, receiving or uploading any data, information, images, videos, text or scanned documents, hosting live streaming, etc. on the Platform or made available to Bhaibandhu in any other form by the User, the User agrees and authorises Bhaibandhu-

1. to use such images, videos, text or scanned documents for performing business/market analysis, creating patterns, algorithms regarding market trends, or to process such data in any other way.

2. to save, copy, edit, print, use, process, sell, transfer, license, assign, etc.  for all the commercial purposes or transform in any form, the data, information, images, videos, text or scanned documents, or live streaming - hosted, displayed, uploaded, modified, published, transmitted, stored, updated or shared by it on the Platform or made available to Bhaibandhu in any other form by the User. User shall not be entitled to aver intellectual property right infringement for any of such use by Bhaibandhu.

2. By registering and verifying its phone number and email id, the User agrees and authorises Bhaibandhu to contact or send communications, update regarding Subscriptions or offers, status or details of the order being placed, accepted, cancelled, delivered, refund, replaced, etc., via SMS, E-mail or phone calls.

21. Rating system: Bhaibandhu may introduce features to rate a User or product/goods associated with such User. Such rating shall be provided by other Users and Bhaibandhu takes no responsibility for ratings, review and comments available in its Platform for any Seller, Buyer or Agent. High/low ratings may be a result of spam voting and/or review. Bhaibandhu provides no warranties or representations as to the correctness of the reviews and ratings. No user can claim loss or damage on account of inaccurate or misrepresenting reviews or ratings.

6. REFERRALS, CASHBACK, SUBSCRIPTION AND PAYMENT:

22. Referrals:

1. Bhaibandhu also provides a referral code to each of its registered Users and provides an opportunity to them to earn Referral Benefits in form of Cashback or otherwise, by inviting other people (Hereinafter referred as “Friends”) to join the platform.

2. User agrees and confirms that it would be entitled to such referral benefits only on a successful registration of such friend after due verification by the platform.

3. User further agrees and confirms that such referral benefits will be automatically added to the User account, whose referral code would be provided by such friend at the time of registration. Such User will lose the opportunity to earn such referral benefits, if their referral code is not mentioned at all or is incorrectly mentioned by such friend at the time of registration.

4. Bhaibandhu reserves its right to enter into a separate agreement with third-parties, (hereinafter referred as “Sale representatives”) to invite people (Also, referred as “Friends”) to join the platform. Bhaibandhu may also provide referral codes to such Sale representatives.

5. User agrees and confirms that by providing referral code or referral benefits to any User or to its Sale Representatives, such Users or Sale-Representatives shall not be deemed to be an agent, partner or employee of Bhaibandhu. Bhaibandhu takes no liability towards any misrepresentation, made by any of such Users or Sale Representatives to their friends, for the purpose of enticing such friend into joining the platform, with a sole view of earning referral benefits. Bhaibandhu mandates that its Users go through this User Agreement before registering with the platform. Registration of any User will be subject to this Agreement. This Agreement shall override all or any prior commitments, promises or representations made by referring User or Sale Representatives on behalf of Bhaibandhu.

23. Cashback:

6. Bhaibandhu reserves its right to introduce any cashback offer(s) for its Users and further reserves its right to modify, extend, withdraw or cancel such Cashback offers.

7. Any Cashback earned by the User will be reflected in BB Wallet and will remain valid till the date of expiry, as may be notified by the platform, from time to time.

8. Cashback can be redeemed subject to the maximum limit, as may be prescribed by Bhaibandhu, from time to time.

9.      In case of refund, the payment paid through Cashback will be reverted back first and then the other modes of payment shall be considered for refund.

10. Terms of Cashback for Buyer-

1. Buyer can redeem such cashback only against another pre-paid order, on or before the date of expiry.
3. Cashback cannot be used for credit orders, nor can it be liquidated in form of cash or bank transfer.

11. Terms of Cashback for Seller-

1. Seller can redeem such cashback only against the convenience charges, payable by it to Bhaibandhu, in accordance with Part II.

12. Bhaibandhu reserves its right to change any of terms of Cashback, at any time, at its sole discretion.

24. Subscription:

13. Bhaibandhu may, in its sole discretion, classify its Users basing upon their selection of subscription plan and accordingly, charge fees to them, which may vary from User to User and plan to plan. User agree and understands that such fee or classification of Users are based on reason and is not arbitrary.  
14. Services provided by platform, are accessible to Users basing on their respective Subscription Plans. Bhaibandhu may, at its sole discretion, classify its services in different groups in form of various Subscription Plans. Bhaibandhu may, at its sole discretion, without prior notice, -

1. introduce any new subscription plans to access its services and shall have absolute right to decide upon the fee chargeable to such plans;
2. decide upon the services that may be grouped together under different plans;
3. introduce and/or restrict/limit any  subscription plan to different kinds of Users basing on the types of registration, nature of their business, volume of business, location of access, etc. or may base such restrictions/limitations on any other criterion, as may be determined or prescribed by Bhaibandhu, from time to time;
4. modify, add or remove any services grouped under any plan;
5. modify, reduce or extend the duration of any plan.

15. User shall have unlimited or limited access to such services, basing on the plan, which it has subscribed to.
16. Bhaibandhu reserves its right to discontinue the services to the subscriber in case of failure to renew the subscription, which will result in removal of business listing and/or suspension of all accesses and/or services provided by Bhaibandhu to such User.
17. Subscription Fee shall always be paid in advance and once paid cannot be cancelled or refunded.
18. User shall be authorised to access the services corresponding to its subscription plan alone. Use of any other Service which is chargeable by Bhaibandhu and is not covered under the User’s subscription plan, shall be deemed to be an unauthorised use and the User, so accessing such service unauthorisedly, be liable to pay damages to Bhaibandhu.
19. User shall also be liable for the payment of GST or other applicable taxes, as may be levied under applicable laws, on payment of such Subscription Fee.

25. Payment Guidelines:

20. User agrees and confirms that it may have to provide information such as name, billing address, shipping address, if applicable, and/or credit card/Debit Card/UPI/Bank Details or other information pertaining to payment, while making the payment of subscription charges or payment towards pre-paid order. User further acknowledges that such information may be collected by the Bhaibandhu directly or through any third-party service providers. User, hereby, authorises Bhaibandhu to share its Personal Data including Sensitive Data, if required, with such third-party service providers, subject to Privacy Policy of the platform.

21. User further acknowledges that while making payment, if the User is directed to another website/page belonging to any third-party service provider, such payment shall be subject to terms and conditions governing use of that third party’s website/page and Privacy Policy of that particular website/page. User is requested to review such terms and conditions and privacy policy before making payment.

22. User hereby agrees and accepts to comply with guidelines for payment provided by RBI, financial Banks, Payment Gateways, payment aggregators, or any regulatory body, as the case may be or payment system provider from time to time.

23. User shall not involve in any fraudulent or suspicious activities and shall comply with all the applicable laws/ regulations governing online payments.  

24. User hereby acknowledges and agrees that Bhaibandhu shall not be liable for failure of any transaction executed through platform for any reason whatsoever including technical errors on the platform. User further acknowledges that Bhaibandhu shall not be responsible, in any manner whatsoever, for any loss incurred by it for such failed / incomplete transaction.

7. PROHIBITIONS:

26. Statutory Prohibitions:  The user shall not host, display, upload, modify, publish, transmit, store, update or share any data, information or images, videos, text or scanned documents on the platform, that—

1. belongs to another person and to which the user does not have any right;

2. is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
3. is harmful to child;

4. infringes any patent, trademark, copyright or other proprietary rights;

5. violates any law for the time being in force;

6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;

7. impersonates another person;

8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;

9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;

10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;

27. Other Prohibitions: No User shall

11. copy, edit, print, save, tamper with in any way or otherwise modify, use, process, etc. any data, information or images, videos, text or scanned documents; hosted, displayed, uploaded, modified, published, transmitted, stored, updated or shared by other User(s) or by Bhaibandhu itself except with written consent of Bhaibandhu;

12. tamper with any intellectual property notice of any material available on Platform;

13. use Platform to propagate any religion or to offend any religion;

14. introduce or post any information or material, which contains a virus, worm or other harmful component;

15. Indulge in any episode of transmission of unsolicited messages or spamming through platform;

16. Promotes or supports illegal activities or conduct that is abusive, threatening, obscene, defamatory, libellous, exploitation- sexual or otherwise, etc.

8. RIGHTS OF BHAIBANDHU:

Bhaibandhu shall have absolute right and sole discretion with respect to the posting on the platform. In addition to such rights as mentioned under this Agreement, Bhaibandhu shall have rights including but not limited to:

28. Right to monitor User postings on the Platform: Bhaibandhu may, at its sole discretion, necessitate taking prior approval of Bhaibandhu for any kind of posting on the Platform. Bhaibandhu may at its sole discretion remove, block or delete any data, information, or images, videos, text or scanned documents; hosted, displayed, uploaded, modified, published, transmitted, stored, updated or shared by the User on the Platform.

29. Right against illegal or unauthorised acts: Bhaibandhu reserves the right to report to law enforcement authorities any illegal or unauthorised act that comes in its knowledge.

30. Right in case of breach:  

17. In the event of User breaching any of the provisions mentioned hereunder, Bhaibandhu reserves its right to deactivate/suspend/block the User’s access, withdraw any or all services provided to the User and/or to remove/delete/modified the data posted by such User and/or to take any other action, as it may deem necessary, without any prior notice.

18. Bhaibandhu further reserves its right to block and/or delete in its sole discretion, any data or material posted by the User, which Bhaibandhu reasonably believes to be in violation of these Terms & Conditions or any law.

31. Subscription Plans and Services: Bhaibandhu reserves its right to introduce, modify, withdraw, or cancel any subscription plan or to add, remove, or modify any services or features associated with any subscription plan, at any time without any prior notice; and the user shall have no right to claim any loss or damage against such introduction, modification, withdrawal or cancellation.

32. Other discounts or offers: Bhaibandhu shall have sole right to modify, withdraw or cancel any offer, discount, voucher, etc. provided by it for its services at any time without notice and the user shall have no right to claim any loss or damage against such modification, withdrawal or cancellation.

33. Corrections: Bhaibandhu also reserves its right to correct any omissions, inaccuracies or any errors in the contents or material posted/updated onto the Platform.

9. GENERAL OBLIGATIONS OF THE USER:

34. The User undertakes to access the services provided through Platform in consonance with Terms & Conditions of this Agreement and in compliance with the laws and rules as may be applicable and agrees not to interfere with lawful use of platform by other Users.

35. The user agrees and acknowledges that the program code, Trade name, logo, Service Marks, contents of the Platform is an exclusive intellectual property of Bhaibandhu and the user further undertakes not to indulge in any incidence of infringement of intellectual property owned by Bhaibandhu or by other users, Third Party, etc. Bhaibandhu may grant an express and explicit license to an authorised Selelr User to use its  logo, trademarks or other Intellectual Property, for such purposes and in such manner, as may be provided under the IP license Agreement between Bhaibandhu and such UserPart II. Without grant of such license, no User shall save, copy, store, publish, reproduce, post or use any of the logo, trademark or other Intellectual Property.

36. Third-party Links: User are not allowed to provide links to the third-party platform, Apps or tools on Bhaibandhu’s platform, by way of posting, uploads, images, comments or in any other possible form. Bhaibandhu assumes no liability on behalf of such advertisements or third-party links. Bhaibandhu advises its Users not to click on any unknown third-party links, provided by other Users. Any access by the User to such Advertisements or Third-Party platform, Apps or tools will be governed by the Terms & Conditions of the concerned Platform, App or tools. Bhaibandhu shall not be liable for any content or material posted thereof, or for any goods or services offered therein or with regard to any transaction entered into by such User through such third-party platform, App or tools.

37. Tax liability and compliance:

1.  User shall be solely responsible for its tax liability and compliance of all applicable laws.
2. GST, as may be applicable on any sale transaction, shall be borne and paid by the Buyer and the Seller would be solely liability to deposit such amount so received towards GST, with the concerned authority, irrespective of collection of such payment by Bhaibandhu towards pre-paid sales.
3. Bhaibandhu shall not be liable for any claim by any User for payment of any tax, payable to the authorities or for refund of tax amount deducted, but not deposited with the authorities, or for any other liability towards the tax amount.

38. Anti-Competitive Agreement: No User shall enter into any anti-competitive agreement with other User(s) or with third-party, with respect to good/products, offered to sell or sold through platform, which may have an adverse effect on competition in India and is prohibited under the Competition Act, 2002.

10. UNFAIR TRADE PRACTICES:

39. No User shall indulge in any unfair trade practices, and also shall not indulge in any episode of enticing others in order to indulge in such unfair trade practices.

40. For the purpose of this clause, Unfair Trade Practice includes making any statement, whether orally or in writing or by visible representation including by means of images, videos, text or scanned documents, on the platform in general or in particular to any specific User, Wherein the User—

1. falsely represents that the goods are of a particular standard, quality, quantity, grade, composition, style, Brand or model;
2. falsely represents that the services are of a particular standard, quality or grade;
3. falsely represents any reconditioned, used or old goods as new goods;
4. represents that the goods or services have sponsorship, approval, performance, characteristics, accessories, uses or benefits which such goods or services do not have;
5. represents that the seller, supplier or agent has a sponsorship or approval or affiliation which such seller, supplier or agent does not have;
6. makes a false or misleading representation concerning the need for, or the usefulness of, any goods or services;
7. gives any warranty or guarantee of the performance, efficacy or length of life of a product or of any goods that is not based on an adequate or proper test thereof;
8. makes a false or misleading representation with regards to a warranty or guarantee of a product or of any goods or services; or a promise to replace, maintain or repair an article/good or any part thereof;
9. materially misleads concerning the price at which a product or like products or goods, have been or are, ordinarily sold;
10. gives false or misleading facts disparaging the goods or trade of another person;
11. publishes or posts any advertisement, offer, discount or otherwise, by way of images, videos, text or scanned documents, for the sale at a bargain price of goods that are not intended to be offered for sale at the bargain price, or that are not reasonable, having regard to the nature of the market in which the business is carried on, the nature and size of business, and the nature of the advertisement, offer or discount;
12. permits manufacturing of spurious goods and offering such goods for sale;
13. refuses, after selling goods, to take back or withdraw defective goods and to refund the consideration thereof, if paid, within the period stipulated in the Refund Policy;
14. discloses to other person any personal information given in confidence by any other User of the Platform, unless such disclosure is made in accordance with the provisions of any law for the time being in force; or
15. does any other act that amounts to Unfair Trade Practice under any Law in force.

11. SUPERIOR PLACEMENT OF PRODUCTS AND DIFFERENTIAL TREATMENT:

41. Bhaibandhu may increase visibility of certain products or Sellers by way of rating, pinning of products, platform’s suggestions, etc.
42. Bhaibandhu declares that such superior placements or differential treatment is no sponsored but is based on software-driven algorithms, specifically designed for such purposes, which will decide on a Seller's or product’s visibility and rating based on a set of rules and guidelines.
43. Product popularity, rating, quality, pricing, deals, handling of returns and refunds, Users’ feedback, etc. are key factors, on which differential treatment is based.
44. This ranking of Seller or its products may vary from User to User basing on such User’s Users’ interest, browsing and/or purchase patterns, delivery location, etc.
45. Bhaibandhu may adopt the practices of PINNING the bestseller products or popular Sellers, and may, at its sole discretion, decide upon the audience for such pinned products/ Sellers.
46. Bhaibandhu may, at its own discretion, employ manual or automatic practices, such other methods/ processes including algorithms, etc. or may rely upon any online or offline information (including confidential information), to get such ranking, or to get such data for pinning on the platform or to some specific Users’ pages. User agrees and undertakes not to challenge or question such methods employed by Bhaibandhu in giving such ranking or pinning of Sellers or their products and further undertakes not to raise any claim against Bhaibandhu for any loss or damages (including loss of reputation), due to such rankings, suggestions or pinning or on the ground of preferential treatment to any other User or their products.

12. ANTI-COUNTERFEITING POLICY:

1. Good/products offered for sale, or sold through platform, must be authentic and original. The sale of counterfeit, or fake products, including any products that have been illegally replicated, reproduced or manufactured, is strictly prohibited.
2. Bhaibandhu takes authenticity very seriously and If any complaint is received against any Seller or if Bhaibandhu determines that any Seller is engaged in sale of any counterfeit products through its platform, Bhaibandhu will immediately take appropriate action, which may include but not limited to suspending or terminating the account of the seller, removing any of the products listed by such seller, withholding or forfeiting payments to the seller or any other action that may be deemed necessary.
3. Any action taken under this clause shall be without prejudice to Bhaibandhu's rights or remedies available under law. Any liability arising to third-party or other User due to such counterfeit products, shall be the sole liability of such Seller.
4. Any incidents of sale of counterfeit produces may be reported to Grievance officer.

13. LIMITATION OF LIABILITY AND DISCLAIMERS:

5. The sole responsibility for ownership of any data, information, or images, videos, text or scanned documents or for any other liability, shall be of the concerned User and Bhaibandhu shall have no liability with regard to such data, information, or images, videos, text or scanned documents. Any third-party claim arising out of such data, information, or images, videos, text or scanned documents posted by User, for violation of law or infringement of Intellectual Property Rights, shall be the sole responsibility of that user and shall be dealt with solely by that User.

6. Bhaibandhu takes no responsibility, except as is expressly mentioned under Part II, III & IV, for any claim by the User with regard to any order placed, cancelled, returned, delivered or refund therefrom, or for any loss or damage on account of cancellation, non-payment or return of the order for any reason whatsoever.

7. Bhaibandhu takes no responsibility towards the offline payment or credit sale or sale on Agent’s promise or through Agent, etc.

8. Bhaibandhu will endeavour to provide best possible maintenance of its platform, from time to time, but in event of any technical or network issue or glitch on the platform or otherwise, Bhaibandhu shall have no responsibility to indemnify the User for any loss or damage suffered by such User; or for any claim, or demand raised by third-party, against such User, due to such technical or network issue or glitch in the platform.

9. Bhaibandhu will take reasonable care to safeguard the data, personal information including sensitive personal information or payment details or any other information disclosed by the User. In the event of any illegal or unauthorised access by the third party to such data or information, no liability can be attributed to Bhaibandhu and further, Bhaibandhu shall not be responsible for any loss or damage suffered by the user on account of such unauthorised access.

10. Bhaibandhu shall not be liable to User, in respect of any loss or damage that the User may suffer in connection with the services provided by Bhaibandhu unless Bhaibandhu has acted deliberately or negligently in causing that loss or damage.

11. Subject to above-mentioned clauses,

1. Bhaibandhu’s liability in case of failure to provide services to the User shall be limited to the actual loss/damage and shall not be extended to any prospective or consequential loss/damage.
2. Bhaibandhu’s liability shall not go beyond the actual fee/charges paid by the User for the relevant period to receive the service. The Relevant period for the purpose of this clause shall mean the actual period of failure, during which the services were not available to the User and not the entire period for which the fee was paid.
3. Bhaibandhu shall not be liable for any loss or damage, until the User provides a written notice of 30 days to put it right.

14. INDEMNITY:

12. The user agrees and confirms to indemnify Bhaibandhu against any loss, damages, expenses incurred by it or any payment made by it (including Lawyer’s or Arbitrator’s fee) in defending or settling any third-part claim, demand, arbitration or litigation; or any payment made towards compensation, penalty, fine or otherwise, that may be imposed on Bhaibandhu:

4. due to breach of any of the provisions of this Agreement containing Part I, II, III, & IV by such User, including but not limited to User’s obligations, Representations & warranties, and Terms of access.

5. due to any incorrect data and information including personal or sensitive data, posted by such User on the platform or provided in any other form to Bhaibandu.

6. due to any data, information or images, videos, text or scanned documents including comments in chat/lice chat; that may be hosted, displayed, uploaded, modified, published, transmitted, stored, updated or shared on the Platform by such User or on its behalf.

13. Seller, Buyer and/or Agent, as the case may be, jointly and/or severally, undertake to indemnify Bhaibandhu, against any loss, damage, costs, expense, demand, claim, or dispute, arising out of or in connection with, such Credit Sales including Sale through Agent.

15. CRIMINAL LIABILITY:

1. Any kind of impersonation, false or incorrect identity or business details, shall be deemed to have been done with Intention to defraud Bhaibandhu of other Users of the Platform and the User shall be criminally liable for such acts.

2. Any User, who may try to practice any fraudulent activity on Bhaibandhu or on any of its User, shall be criminally liable for such fraudulent acts.

16. TERMINATION:

1. Bhaibandhu may without notice in its sole discretion and at any time with immediate effect, terminate, suspend, restrict or block any User’s access to its platform or to any of the services provided by it, in any of the following cases: -

1. if any of the information provided during the registration or signing up process is incorrect, or any material information has been suppressed by the User;

2. if any of the representations and warranties, provided generally under Part I, and/or specifically under Part II, III, IV, is false or incorrect;

3. if it fails to fulfil any of its obligations under Part I and/ or under Part II, III, IV;

4. if Bhaibandhu believes the User to have accessed the platform or its services by violating any law, rules or regulation, or any government order or policy, terms of this Agreement, or has used/accessed the platform for any illegal or unauthorised purposes, or has adopted Unfair Trade Practices;

5. If it defaults in its tax liability under law with regards to the transaction undertaken through platform;

6. In case of Seller-

1. if it fails to fulfil its commitment to deliver the order as confirmed.;
2. if it fails to adhere to any of the provisions mentioned in part II with regards to the Sale Transactions;
3. if it defaults in payment of outstanding convenience charge or any other charges payable under Part I or Part II;

7. In case of Buyer-

1. if there has been multiple incidents of returns or cancellation of orders, without any reason;
2. If it defaults in payment of consideration or applicable tax to any of the Seller;
3. if it fails to adhere to any of the provisions mentioned in part III with regards to the Sale Transactions & payment thereto;

8. In case of Agent-

1. if it fails to adhere to any of the provisions mentioned in part IV with regards to the surety provided by it for a Commercial Transactions;

2. On such termination, if any amount is due and payable to Bhaibandhu, shall be paid within 30 days. The already paid subscription fee shall not be refunded on such termination.

17. MAINTENANCE:

Bhaibandhu reserves the right to deactivate or suspend the User access to the Platform or to its services at any time without notice to carry out system maintenance or repairs. Bhaibandhu shall not be liable for any loss or damage that the User may suffer as a result of such deactivation or suspension. Further this deactivation or/and suspension shall not be considered as “Deficiency in Service” under any Law. In any such case Bhaibandhu shall not liable to refund any Fee paid by the User.

18. INTELLECTUAL PROPERTY RIGHTS:

All intellectual property rights such as trademarks, service marks, trade names, designs and copyrights displayed on the platform are reserved. Nothing contained in Bhaibandhu’s Platform may be reproduced without written permission from Bhaibandhu. The accessing or browsing the Platform does not give any User any right to use or tamper with these intellectual property rights in any form. Any violation of this provision would constitute an offence under the prevailing laws of India.

19. ALTERATION, AMENDMENT & NOVATION:

Bhaibandhu reserves it right to alter, amend, change and/or novate any part of this User Agreement, including Part I, II, III, & IV, at any time without any notice to the User and the User hereby consents to such alteration, amendment, change and/or novation. Bhaibandhu will notify such altered, amended, changed and/or novated User Agreement on the Platform, which shall be sufficient & proper notice to all the Users.  User hereby expressly accepts and agrees to such alteration, amendment, change and/or novation and shall be bound by such altered, amended, changed and novated User Agreement.

20. SEVERABILITY:

If any provision of these terms and conditions or part thereof is held to be invalid/void by or under any law, rule, or regulation of any government or by any court of Law, such invalidity shall not affect the enforceability of any other provision of the terms and conditions.

21. WAIVER:

No forbearance or delay by Bhaibandhu in enforcing its rights shall prejudice or restrict the rights of Bhaibandhu and shall not be construed as Waiver. No waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

22. GOVERNING LAW:

By accessing and browsing Bhaibandhu’s Platform, User agrees that the laws prevailing in India shall be the governing laws in all matters relating to the Platform, as well as these terms and conditions.

23. JURISDICTION:

Courts at Hyderabad, Telangana, India shall have the exclusive jurisdiction in all matters relating to the Platform and the territory of the User access to the Platform, is immaterial for the purpose of Court jurisdiction.

24. DISPUTE RESOLUTION:

1. Arbitration:

1. The dispute, controversy or claim arising out of or incidental or in connection with this contract, including any question regarding its existence, operation, termination, validity or breach thereof and the obligations herein (the "Dispute") shall, at first instance, be resolved under Grievance Redressal Mechanism. If such dispute is not resolved through Grievance Redressal Mechanism within 30 days, then the same shall be referred to and finally resolved by arbitration as per the Arbitration & Conciliation Act, 1996 (as amended in 2015) and the parties shall get the same administered by Hyderabad Arbitration Centre, in accordance with its Arbitration Rules.

2. The Arbitral Tribunal shall consist of a “Sole Arbitrator”.

3. The Award that may be passed by the Arbitrator shall be final and binding on the respective parties to the agreement.

4. The ‘seat’ of Arbitration proceedings shall be at Hyderabad and the venue can be mutually agreed between the parties.

5. Subject to the aforementioned sub-clauses (i) to (iv), any application under Section 9 of the Arbitration & Conciliation Act, 1996 shall be subject to the jurisdiction of the Courts at Hyderabad District alone to the exclusion of all other courts in India.

2. Mediation:

1. Notwithstanding Arbitration Clause, either of the Parties hereto, may refer their dispute as to any matter arising under or out of or in connection with this Agreement, for mediation.

2. For the avoidance of doubt, prior reference of the dispute to mediation under Clause 24.2(i), shall not be a condition precedent for its reference to arbitration by either party, nor shall any of their rights to refer the dispute to arbitration pursuant to Clause 24.1 be in any way prejudiced or affected by this Clause.

3. Either Party may refer any dispute for Mediation pursuant to Clause 24.2, at any time, whether before or during any arbitration proceeding under Clause 24.1, in relation to any dispute between the Parties arising from and/or in connection with this Agreement.

25. NOTICE:

1. All notices shall be in English and in writing and shall be sent:

1. To User, through the email or SMS or WhatsApp message sent on the email-id, or number provided by the User at the time of the registration with the Platform, or as may be updated by it, from time to time; or through User’s account notifications on the platform.
2. To Bhaibandhu, to its registered office as may change from time to time.

26. VIOLATION:

Bhaibandhu in its sole discretion shall determine if any violation of terms and conditions has taken place or not and further in case of violation, it shall take any action as it deems fit including and not limited to removal of material, suspending or cancelling the subscription, blocking the access, deactivating the User account and/or can avail any legal remedy provided under civil or criminal law of India.

27. ACKNOWLEDGEMENT:

By completing the registration process and/or by accessing the platform, the User accepts these terms and conditions appearing here above. and acknowledges the fact that these Terms and Conditions have been read by the User and only after completely understanding these terms and conditions, has the User entered into this contractual relationship.  

28. TRANSFER & ASSIGNMENT BY BHAIBANDHU:

1. Bhaibandhu reserves its right to transfer or assign any or all of its rights under these Terms & Conditions to Third Party without any notice to and/or consent of the User.
2. All the rights of Bhaibandhu under these Terms & Conditions shall be transferred by the force of law in case of Merger & Acquisition.

29. FORCE MAJEURE

1. Notwithstanding anything contained under this agreement, Bhaibandhu shall not incur any liability for any delay in performance or non-performance of any of its obligations under this Agreement, if the same is caused by an event of Force Majeure (as defined hereunder), which are beyond the reasonable control of Bhaibandhu. In any of the aforesaid events, the rights of the User, and obligations of Bhaibandhu under this Agreement, shall stand suspended temporarily until the said event passes or at its sole discretion, Bhaibandhu may choose to terminate the present Agreement. Nothing in clause shall be deemed to absolve the User from its obligation to pay to Bhaibandhu, the convenience charges or subscription fees or any other charges/fees, due but not paid, under this Agreement. Further nothing in this clause, shall absolve any of the Users from any of its obligation to any other User, under commercial transactions undertaken through the platform.

2. Events of ‘Force Majeure’ include acts of god (viz., earthquake, cyclones, typhoons, flood, tempest, and all other natural calamities), pandemic / epidemic, restrictions imposed by Government(including Lockdowns), suspension of internet services, change in law or policy or regulations of the Government, which may directly or indirectly affect the business of Bhaibandhu, Act of War, Strikes, Lockouts, Civil unrest, Labour crisis, Deficiency of materials, Civil commotion, Import restrictions, Compliance with any new law enacted / promulgated by the local Government or the Government, or any Injunction or Prohibitory Order issued by the Authorities or the Courts of Law or any other circumstances, not attributable to the default of Bhaibandhu and are beyond the reasonable control of Bhaibandhu.

30. CHANGE OF NAME:

Bhaibandhu reserves its right to change the name of its platform and/or to divert the traffic of its platform to another platform belonging to Bhaibandhu or to any Third Party without any notice to the User and the User hereby consents to such change and/or diversion.

31. GRIEVANCE REDRESSAL MECHANISM:

1. Any dispute, complaint, concern against platform, Users, orders placed, delivery, goods, payment, etc. can be raised by User to the Grievance officer of the platform, in accordance with this Grievance Redressal Mechanism.
2. User can contact the Grievance officer- Mr. Akshit kapila on 9781322137 or E-mail at Bhaibandhu1609@gmail.com
3. Any dispute/complaint/concern raised with Grievance Officer, will be acknowledged by the grievance officer within 48 hours, and a ticket number will be raised, which shall be cited in all future communications with regards to such dispute/complaint/concern.

32. PRIVACY:

User agrees to the Privacy Policy of Bhaibandhu and subject itself to the same.

Part -II

TERMS OF USE FOR SELLER

Part II shall be applicable on Seller, who offers to sell or sells its goods/products through platform; or by using the services provided on the platform. Part-II and terms provided hereunder, shall be read in conjunction with Part I. All the terms and conditions mentioned under part I, shall be applicable to this Part as well.

The Seller, by registering with the platform, expressly and impliedly, agrees to the following terms:

30. DEFINITION SAND INTERPRETATION:

Words and expressions defined under Part I and interpretation clause thereof, shall carry the same meaning and interpretation hereunder.

31. AGREEMENT:

Agreement under this Part means Agreement as defined under Part I and includes terms of use for Seller, as provided under this Part- II, as may be amended/updated by Bhaibandhu, from time to time.

     

32. SERVICES PROVIDED TO SELLER     

Platform provides following services and features for access & use by Seller:

1. Facilitating the Connections:     

1. Seller may Connect with Buyers and Agents of their choice, by sending connection request or by accepting request(s) sent by others;
2. Seller may Create personalised groups with Buyers and Agents of its choice;
3. Seller shall have an option to list its authorised Agents as “I work with this Agent” in the platform and only such Agents will be visible to his connections/Buyers under option for credit sale;
4. Seller may, at any time, add, remove or modify such list of authorised Agents.
5. Platform also provides a feature for message/chat with a connection though the platform.

2. Listing and sale of Products:

1. Seller may list products, as allowed by Bhaibandhu, from to time, for sale on platform.
2. Seller may provide details regarding product, such as, category, types of fabric, color detailing, sizes and inventory per (size, color), combination, and the price thereof; and may upload images, videos, or images, videos, text or scanned documents, or host Live streaming, to showcase/highlight/explain the quality, features, or other details of such products.  
3. Seller may host a live streaming to all or any of its connections, of its choice. Platform further provides a live chat option during Live streaming;
4. Seller may offer to sell, different products in different personalised groups based on location or on any other factor, in its sole discretion;
5. Seller may manage, regulate, control or modify the privacy settings to restrict the visibility of its data, information or images, videos, text or scanned documents, Live streaming, posted or hosted by it in any of his groups, or connections, at its sole discretion;    
6. Seller must provide expected time for dispatch for all of its products;

     

3. Inventory Management:

1. Platform may facilitate inventory management for sellers, wherein seller will be notified by the platform regarding the products that are low in stock, out-of-stock, or are of old stock, basing on the data or information uploaded by the Seller, and sales made through the website.
2. Inventory Management would be limited to information provided on the platform by the Seller and shall not be deemed as a reconciliation of data of physical inventory.
3. Seller confirms and acknowledges that this service has been provided as an ancillary service and not a substantive service. This service is purely based on information, as may be updated by the Seller on the platform. Therefore, inaccurate notifications or default in notification, by the platform regarding inventory, shall not be deemed as “deficiency in services” or breach of contract, on the part of Bhaibandhu.

4. Cashback: Seller may earn Cashback, in accordance with various offers initiated by Bhaibandhu and/or notified to Seller through platform or through individual SMS or email communications.

     

5. Bhaibandhu reserves its right to introduce any new services or features; or to withdraw, suspend, modify or cancel any of the services or features, provided through its platform.

33. SELLER’S OBLIGATIONS:

6. General Terms:

1. Only a registered Seller is authorised to enter into commercial transactions for sale of goods/products, as prescribed by Bhaibandhu, from time to time, with a registered Buyer and/or Agent and all such commercial transactions between registered Users made through platform, shall be governed by terms of this Agreement and the Sale of Goods Act, 1930 and Indian Contract Act, 1872.
2. Seller undertakes to use the platform only for the legal purposes and to enter into commercial transactions with legal objects and legal consideration.
3. Seller shall not involve in any suspicious or fraudulent transaction/activities. In any such event, Bhaibandhu shall not be responsible for any loss, damage, claim or demand arising out of such suspicious or fraudulent transaction/activities.

7. Business Offers & Discounts:

Seller may introduce different business offers or discounts, at its sole discretion, on the sale of its products and may modify, suspend, withdraw or cancel any of such offers or discount, at any time. Any liability or third-party claims or disputes arising out of or with respect to such business offers or business discounts, shall be solely dealt with by the Seller.

8. Products and Price:

4. Seller may save, copy, publish, display, upload, modify or update data and information regarding its product, such as, their category, types of fabric, color detailing, sizes and inventory per (size, color), combination, and the price thereof (including discounted price, if any) and the expected time for dispatch of the goods. Bhaibandhu may also upload images, videos, or text or scanned documents or host Live streaming, to showcase/highlight/explain the quality, features, or other details of such products.  

5. It is the sole liability of the Seller to ensure that all the information uploaded onto the Platform pertaining to the goods, its price, description, etc. are accurate and updated. Any loss or damage suffered by any User including such Seller, due to incorrect information or failure to update price list or other information, shall be borne by such Seller itself and Bhaibandhu shall nowhere be responsible for any such loss or damage.Bhaibandhu    

6. Seller shall ensure that all the goods/ products (s) must be listed in an appropriate category, in conformity with guidelines, if any, issued by Bhaibandhu to facilitate such business listings on its platform.

7. Seller must provide the corresponding Harmonised System Nomenclature (HSN) code number and applicable GST rates for every product offer for sale through platform. Seller shall ensure the accuracy of HSN and GST rates of the productBhaibandhu.

8. Seller shall have exclusive and sole right to determine prices for its products and therefore, the seller shall be solely liable for any legal proceedings initiated by other User or third party for unfair trade practices in pricing the goods. BhaibandhuBhaibandhu

9. The price of goods, as displayed on platform, shall be exclusive of GST, delivery charges or any other applicable taxes, except where Seller mentions otherwise.

10. Seller shall regularly update the data and information posted on platform, regarding availability of stock of the goods posted on platform for sale, details of orders placed and confirmed, status of delivery, etc.

11. Bhaibandhu reserves it right to do the random checks and verification of content, images, videos posted, saved, published, displayed or Live Streaming hosted by the Seller or goods offered for sale through its account, to ensure that no illegal or unauthorised activities are undertaken by the Seller. Therefore, Seller acknowledges and agrees that Bhaibandhu may hold any posting for verification and after such verifications only such post shall be published and be visible to other Users.  Nothing in this clause, shall make Bhaibandhu liable towards the other Users or third-parties, with regards to such postings.

12. Seller shall be solely responsible for privacy setting of data, information or images, videos, text or scanned documents - hosted, uploaded, shared or transmitted by it through the platform.

13. Seller represents and warrants –

1. That it shall not sell/ trade, or offer to sell/ trade, any goods or products, which are not      expressly authorised by Bhaibandhu to sell on its platform; or any goods, selling of which is illegal, unauthorised or prohibited under any applicable law;
2. That it has the right and authority to sell, trade, or offer to sell, trade, distribute or export, the specific Product and such sale, trade, distribution or export or offer does not violate any Third-Party Rights;
3. That the description and particulars of the goods, as detailed on the platform are complete, accurate and in compliance with all the applicable laws and regulations;

9. Live Streaming:

1. Seller may pre-schedule to host Live Streaming and shall have sole discretion to decide upon the audience and privacy setting of such live hosting. Buyers or Agents, as allowed by the Seller, may join such Live Steaming.
2. Seller shall have right to pre-define an order for display of product and during the Live-streaming such products will be simultaneously listed for ready reference of the Buyers/Agents.
3. Bhaibandhu takes no liability towards the Live streaming, its content, live chat, messages or comments shared or posted therein, network or technical glitches from platform during such Live streaming, etc.

10. Guidelines for postings:

While hosting live streaming or uploading, storing, publishing, displaying, transmitting or sharing videos, images or visual representation in any other form, Bhaibandhu shall ensure that such videos, images, live streaming or visual representation or any content thereof:

4. is not defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, child abuse, child labour, human trafficking or otherwise inconsistent with or contrary to the laws in force;
5. does not contain an indecent representation of women in any form, including depiction in any manner of the figure of a woman, her form or body or any part thereof in such a way as  is prohibited and punishable under “The Indecent Representation of Women (Prohibition) Act, 1986;
6. does not portrait a child representation or demonstrates a child in a manner, which is prohibited and punishable under “The Protection of Children from Sexual Offence, Act, 2012.
7. does not infringe upon any patent, trademark, copyright or other proprietary rights and is not in violation of the other applicable laws.
8. Descriptions of goods, etc. displayed on the platform is accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such good.

34. COMMERCIAL TRANSACTION:

     

11. Offer, Counter-Offer and Acceptance or Modifications:

1. Every order placed by a Buyer, shall be an offer, which needs to be accepted or confirmed by the Seller, to have an effect of a binding and concluded contract.
2. Seller must either accept or reject modify the order placed by Buyer taking into account the availability of the stock or other factors, within “48” hours. Bhaibandhu reserves its right to change the period, within which Seller must confirm, accept, reject, cancel or modify the order placed by Buyer.
3. Bhaibandhu also provides an option to Seller to hold an order for maximum upto 4 days from the date of the order., within which it must either accept or reject the offer or may modify the offer, as per the availability of the product or other factors.
4.  In case of modification of order by the Seller, such modifications will be final be treated as a counter-offer, which when accepted by Buyer, will form a binding contract between the Seller and Buyer and the excess amount, if any, paid by Buyer, shall be refunded by Bhaibandhu, subject to its Refund Policy, within 7 number of days, from the date acceptance of such modification by the BuyerSeller. If such modifications are not agreeable to the Buyer, it shall have an option to cancel the order.  
5. Seller may modify the order for following reasons: -

1. disagree on or object to any particular condition or request made by the Buyer;
2. propose or counter-propose any new conditions;
3. fix a minimum quantity for order;
4. counter- offer a lesser or more quantity to place an order;
5. propose or counter-propose a time limit for delivery.

6. Any offer, acceptance or modifications counter-offer made by the Seller, shall be done electronically through the platform and such orders, offers or counter-offers shall be confirmed, accepted, rejected or modified electronically through the platform.
7. For the purpose of these sub-clauses, counter-offers, new offers or varied terms shall be a new “Proposal”, which needs to be accepted by the Buyer, but need not be re-confirmed by the Seller. Once accepted, a legally binding contract be deemed to have been executed.  
8. On confirmation or modification of the order or acceptance of counter-offer, as the case may be, the Seller shall be solely responsible to deliver the order, in accordance with terms & Conditions, as mentioned under this Agreement and additional terms, as may be agreed between Seller and Buyer. Seller shall adhere to the timelines as agreed under this Agreement.between the Seller and Buyer, in writing, for the delivery of goods.

12. Invoicing:

1. In case of pre-paid sale, Bhaibandhu will issue a Payment Receipt at the time of receiving the payment from the Buyer and the Seller shall be solely responsible to raise final invoice, including e-invoice with GST compliance.  Bhaibandhu shall not assume any liability for Seller’s failure to comply with this clause.

2. Seller shall be solely liable for any inaccurate, illegal or inappropriate levy/collection of tax and/ or failure to deposit such tax with the government.
3. Seller would be solely liable for the payment of GST, collected under any Sale Transaction, to the Government or statutory authorities within the prescribed time, irrespective of collection of payment by Bhaibandhu in pre-paid sales. Any penalty levied by any authorities, due to non-compliance of GST Law, as applicable, shall be borne by Seller alone.

35. PAYMENT AND APPLICABLE CHARGES:

13. Terms of Payment in Pre-paid Sale:

1. Payment in case of pre-paid sale shall be paid to Bhaibandhu by the Buyer at the time of placement of order. Such payment shall be deemed to have been collected by Bhaibandhu on behalf of the Seller, subject to confirmation of such order by the Seller.
2. In case of pre-paid sale, the payment shall be collected by Bhaibandhu, who shall hold such payment as a facilitator between the parties, till the goods, as ordered, are delivered to the Buyer, in accordance with terms of this Agreement.  
3. In case of pre-paid sale, after the delivery of products to the satisfaction of the Buyer, the payment will be remitted to Seller’s Bank Account, in accordance with “Settlement of Accounts”, as detailed hereinbelow.
4. Seller agrees and acknowledges that Bhaibandhu shall have no obligation, responsibility or liability to verify any transactions authenticated and/or authorised by the Buyer or its payment instructions.
5. Bhaibandhu reserves its right to use, engage, authorise, contract or sub-contract, or enter into any arrangement with third-party service providers, to act on its behalf, for the collection of payment from Buyer. Seller, hereby, authorises Bhaibandhu to share it Personal Sensitive Data with such third-party service providers, subject to Privacy Policy of the platform.

14. Terms of Payment in Credit Sale:

1. Terms of payment and delivery of goods in a credit sale, shall be agreed upon by the parties, i.e., Seller, Buyer and/or the Agent. Seller may, in its sole discretion, agree to sell the products with or without guarantee from a Registered Agent.
2. Seller has absolute autonomy to authorise such Agents, with whom it may undertake orders for credit sale. In such credit sale, Seller, at its sole discretion, may sell the products on credit under the guarantee of the concerned Agent.
3. Seller agrees and undertakes to pay the commission, if any, to such Agent(s), as agreed between the parties, for any commercial transaction undertaken by it through such Agent and further to comply with any tax liability, arising out of such transaction or payment of commission on such transaction.

15. Payment Gateway Charges:

Bhaibandhu may facilitate such payments in pre-paid sales through third-party payment gateways, which may in-turn charge Bhaibandhu for such transactions or payments made using their gateways. Such charges shall be solely borne by the Seller and Bhaibandhu shall have right to deduct such charges, from the amount payable to Seller under this Agreement.

36. TERMS OF DELIVERY AND SHIPMENT:

16. Bhaibandhu reserves its right to enter into any Agreement, partnership, joint-venture, hire or any other arrangement with third-party service providers for Logistics Services for commercial transaction undertaken through platform. (Hereinafter, referred to as “Logistics Partners”)

17. For Pre-paid Sale:

1. In case of pre-paid orders, the Seller is obliged to deliver the goods only through Logistics Partners, enlisted on the platform. Platform will provide an option to the Buyer to select a logistics Partner at the time of placing an order and in case of buyer exercising such option, the Seller shall comply with the option selected by the Buyer for delivery. Default in compliance of this clause shall be deemed to be a material breach, and may result in forfeiture of payment due to such defaulting Seller by Bhaibandhu.

2.  Seller undertakes to hand-over the consignment of goods for shipment to the Logistics Partner, in conformity with this Agreement, within the time provided as “Expected time of dispatch” in the platform at the time of placing the order, calculated from the date of confirmation of the order by the Seller and shall mark the status as “ready to ship”, failing which Bhaibandhu reserves its right to deduct a penalty or to cancel the order, if so requested, by the Buyer, or both.

3. Bhaibandhu may, at its sole discretion, provide a grace period, to Seller for hand-over of consignment of goods to Logistics Partner, on expiry of which Bhaibandhu may deduct a penalty or cancel the order, if so requested, by the Buyer, or both. Such grace period may vary, from state to state, as may be prescribed by Bhaibandhu, from time to time. Bhaibandhu reserves its right to modify such period basing on location or other factors, at its sole discretion.

 

4. Seller shall be solely liable to comply with specific instructions or guidelines, if any, provided by the Buyer, regarding time-lines for early delivery of shipment.

5. Seller may ship the entire order in a single consignment or in multiple-consignments, at its reasoned discretion, considering the factors like size of the order, different locations where the goods are stocked, immediate availability of stock, etc. In case of multiple shipment of a single order, each shipment shall be dispatched incompliance with these provisions.

6. Seller shall regularly update Bhaibandhu through its platform, regarding the status of Prepaid order(s) till it is handed over to the Logistics Partners. Seller warrants and declares that the information provided on the platform or to the Buyer through platform, relating to the Shipment is complete, true and accurate.

7. The title, interest and risk in the Shipment during transit, shall remain with the Seller, till the shipment is delivered to the Buyer. In case of pre-paid sale, as the platform requires the Seller, to ship the products through Logistics Partners specified by the platform, Bhaibandhu agrees to assist the Seller and to lend its support in all possible ways, to recover damages from the Logistics Partner, where the damage has been caused by negligence of such Logistics Partner.  

8. Buyer and Seller may agree upon different terms for Shipment among themselves, or delivery through different Logistics Agencies, but in any such case, Bhaibandhu shall have no liability towards delivery of goods or failure thereof.

9. Any dispute regarding delivery shall be raised as per Grievance Redressal Mechanism. Any dispute pertaining such delivery shall be governed by the relevant laws of India basing on the mode of carriage, i.e., by Road, Rail, Air or Sea.

18. For Credit Sale: 

1. Bhaibandhu does not take any responsibility towards delivery of goods in case of credit sale.
2. In case of credit sale, Seller and Buyer may agree on third-party Logistics Agency for the purpose of delivery of consignment or may opt for delivery through Logistics Partners enlisted on the platform, but in such cases, Bhaibandhu assumes no responsibility towards Seller or Buyer against such Logistics Partners.

19. Packaging Guidelines:

1. Consignment packed for pre-paid orders must contain Bhaibandhu’s Trade name/logo, strictly in compliance with express instructions as may be uploaded by Bhaibandhu, from time to time, through its platform.  
2. Seller shall ensure that –

1. the Consignment is properly packed and sufficiently labelled, and/or marked, in conformity with the Order, placed and accepted, with regard to the quality, quantity, weight, measure, condition, marks, number and value;
2. the Consignment is packed in a manner adequate to withstand normal handling or storing while transporting;
3. the correct and full address of the Buyer, is mentioned at the consignment or at each consignment, in case of multiple consignments;
4. the shipment is in compliance with all applicable laws and regulations;

3. The Seller undertakes to

1. declare the accurate and true value of the Consignment to the Logistics agency including Logistics Partners;
2. follow the guidelines and the rules of the concerned Logistics Agencies for preparing, stowing and packing the consignment.;
3. Appropriately mark or label the Consignment.

 

4. The consignment shall not contain any dangerous, hazardous or illegal goods or any other items, that are expressly prohibited by the railway/airport authority or any other transport agency or government authority or under any applicable law or regulation.

5. Seller shall be solely liable to comply with specific instructions or guidelines, if any, provided by the Buyer, for the packaging of goods.

6. Bhaibandhu shall not be liable for any loss arising due to confiscation of Shipments by any government agencies due to lack of proper documents or inaccurate information provided by the Seller.

7.  In case of multiple consignment of a single order, Seller shall comply with all the above-mentioned conditions for shipment.

37. RETURNS, CANCELLATION & REFUND:

Request for Return of goods or cancellation of order, shall be initiated in accordance with Return, Refund & Cancellation Policy and accordingly, refund shall be processed. By confirming an order or offering a counter-offer, Seller hereby agrees, confirms and undertakes to abide by such Policies of the platform.

38. CONVENIENCE FEE:

20. Bhaibandhu shall charge a convenience fee, from the Seller for every sale made through platform. Convenience fee may vary, as prescribed by Bhaibandhu, from time to time.  

21. Bhaibandhu reserves its right to charge different convenience fee basing on different criterion, as may be prescribed and notified by Bhaibandhu through its platform, from time to time. Bhaibandhu may charge a fixed convenience fee or fee based on fixed percentage, or on percentage that may vary with different factors, or both, as may be prescribed by Bhaibandhu, from time to time.

22. Convenience charge shall become due, as and when an order is placed by the Buyer through the platform and confirmed by the Seller.

23. GST and other applicable taxes shall be payable on such convenience charges and be borne by the Seller.

24. It shall be duty of the Seller to mention the correct GST registration number, to avail the benefits available to it under the relevant law. Bhaibandhu shall not be responsible for incorrect GST Registration details provided to it by the Seller and for any consequent loss of Input credit, or other benefits available under any applicable law.

25. Such convenience charge along with applicable taxes, shall be paid by the Seller as soon as it becomes due, or can be adjusted by Bhaibandhu from the payment collected by it against the pre-paid orders. In case of non-payment of such charges, Bhaibandhu reserves its right to terminate/suspend or discontinue Seller’s account. Bhaibandhu shall have right to recover such charges as a legally enforceable debt.

39. SETTLEMENT OF ACCOUNT:

26. Account of Seller shall be settled, for every payment collected by Bhaibandhu or on its behalf, after deducting the convenience charges (whether due and outstanding for the concerned transaction or for any other transaction), outstanding subscription fee, if any, payment gateway charges, as applicable, or any other fee/charge, payable by such Seller, to Bhaibandhu.

27. Seller’s Account shall be settled within ___7___working days (excluding Bank holidays), from the date on which right to claim refund (as provided under Refund Policy) expires for the Buyer, and no request for refund has been received or no refund has been initiated during such period. Any delay caused in updating the information on the platform or in processing the returns by the Seller, may in turn delay the settlement of Accounts and Bhaibandhu shall not be liable for such delays.

28. Settled amount shall be paid directly to the designated bank account of Seller or to any other account, as may be instructed by Seller, through platform.

29. In case of any dispute raised by the Buyer, Bhaibandhu shall withhold the settlement of such account and the same shall be settled, subject to the resolution of such dispute under Grievance Redressal Mechanism.

30. In case of any request for return or cancellation is initiated by the Buyer before or after the Settlement of Seller’s account, such settlement shall be subject to the Return, Refund & Cancellation Policy.

31. Bhaibandhu shall, in its sole discretion, withhold settlement of Seller’s account, if it believes or has reason to believe that the transaction being undertaken by the Seller is not genuine, or suspicious or fraudulent.

32. In case of an occurrence of a chargeback event, Bhaibandhu may withhold the settlement of Seller’s account, pending enquiries by the banks or any regulatory body till the resolution of such issues. In such event, Bhaibandhu shall have no responsibility for any loss, damage, costs, expenses, claim or dispute raised by the Seller; and the Buyer alone shall be liable in this regard. Seller agrees not to raise any demand against Bhaibandhu in respect of such chargeback event or consequential non-settlement of account.

33. Bhaibandhu reserves its right to use, engage, authorise, contract or sub-contract, or enter into any arrangement with third-party service providers, to act on its behalf, for settlement of Account of Seller. Seller, hereby, authorises Bhaibandhu to share it Personal Sensitive Data with such third-party service providers, subject to Privacy Policy of the platform.

40. LIMITATION OF LIABILITY AND DISCLAIMER:

1. The Seller understands, accepts and agrees that the payment collection facility provided by Bhaibandhu in pre-paid sale, is merely to facilitate the payment between Buyer and Seller and is neither a Banking or Financial Services. Bhaibandhu is neither acting as a trustee nor acting in a fiduciary capacity with respect to such payment and transaction undertaken through platform.  
2. Bhaibandhu takes no liability, whatsoever, for the data, information, document, or content posted, hosted, uploaded, stored, published, displayed, transmitted or shared by the Seller on or through the platform and Seller shall be solely liable in this regard.
3. Seller confirms and acknowledges that there is no implied or expressed Principle-Agent relationship or partnership or joint-venture between Bhaibandhu and Agent and Bhaibandhu is not liable for any act or omission of such Agent. Bhaibandhu declares that any Agent registered with platform is not an agent, representative or employee of Bhaibandhu. Bhaibandhu assumes no liability towards such Agents, Registered or not, transacting through platform. Seller categorically acknowledge that Bhaibandhu provides no assurances for the credibility of the Agent. Bhaibandhu takes no responsibility, whatsoever, for any guarantee provided or representation made by Agent to Seller in regard to any Sale through Agent. Seller shall exercise diligence, in credit sales.  
4. Seller acknowledges and confirms that

1. Credit Sale shall be done, on the exclusive risk/liability of the Seller or Agent, as the case may be.
2. Bhaibandhu shall have no role or responsibility in any manner, for credit Sale, towards delivery of goods, payment of consideration, or payment of commission to Agent for its services.
3. Bhaibandhu provides no assurances in regard to the payment or with respect to the capacity of the Buyer to pay the due amount under credit sale.
4. Bhaibandhu takes no responsibility as to the legality of any payment transaction between the Seller and the Buyer

41. INDEMNITY:

1. In addition to other liabilities as mentioned elsewhere under this Agreement, the Seller further categorically confirms and declares that it shall be solely responsible towards the following liabilities and undertakes to indemnify Bhaibandhu, against any costs, loss, damages, expenses incurred by Bhaibandhu or for any claim, demand or dispute raised by any User, third-party or statutory authorities (including levy of penalties), or legal proceedings (including costs and expenses thereto) with regards to –

1. incorrect information or failure to update data or information regarding price, description, HSN and GST rates, etc. of the products uploaded on the website by the Seller;
2. non-issuance of invoices, in compliance with GST laws or for non-compliance of any other applicable law;
3. inaccurate, illegal or inappropriate levy/collection of tax and/ or failure to pay such tax to the government;
4. Unfair Trade Practice adopted by Seller;
5. infringement of third-party rights or Intellectual Property Rights due to any video, image, live streaming or visual representation or content thereto, hosted, uploaded, stored, published, displayed, transmitted or shared by Seller through Platform;
6. packaging, products packed in the consignment; or for any label or mark inscribed on the products or consignment;
7. business offers or business discounts introduced, modified, suspended, or withdrawn by the Seller;

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Part -III

TERMS OF USE FOR BUYER

Part III shall be applicable on Buyer, who places an order to purchase, or purchases goods/products through platform; or by using the services provided on the platform. Part-III and terms provided hereunder, shall be read in conjunction with Part I. All the terms and conditions mentioned under part I, shall be applicable to this Part as well.

The Buyer, by registering with the platform, expressly and impliedly, agree to the following terms:

42. DEFINITION AND INTERPRETATION:

Words and expressions defined under Part I and interpretation clause thereof, shall carry the same meaning and interpretation hereunder.

43. AGREEMENT:

Agreement under this Part means Agreement as defined under Part I and includes terms of use for Buyer, as provided under this Part- III, as may be amended/updated by Bhaibandhu, from time to time.

44. SERVICES PROVIDED TO BUYER

1. Platform provides following services and features for access by buyer:

1. Establishing Connections & other features: 

1. Buyer may Connect with Sellers and Agents of their choice, by sending connection request or by accepting request(s) sent by others;
2. Buyer may message/chat with its connection though the platform;
3. Buyer may join Live streaming hosted by Sellers, subject to control and discretion of such Seller, and may participate in Live chat.

2. Purchasing Goods:

1.  Buyer may place orders through platform to purchase specific goods from specific seller and to make payment for pre-paid orders;
2. Buyer may buy different products from different Sellers through platform;

     

3. Cashback: Buyer may earn Cashback, in accordance with different offers initiated by Bhaibandhu and notified to Buyer through platform or through individual SMS or email communication.

     

2. Bhaibandhu reserves its right to introduce any new services or features; or to withdraw, suspend, modify or cancel any of the services or features, provided through its platform.

45. BUYER’S OBLIGATIONS UNDER COMMERCIAL TRANSACTIONS:

3. General Terms:

1. Only a registered Buyer is authorised to enter into commercial transactions for purchase of goods/products, as prescribed by Bhaibandhu, from time to time, with a registered Seller and/or Agent and all such commercial transactions between registered Users made through platform, shall be governed by terms hereunder and the Sale of Goods Act, 1930 and Indian Contract Act, 1872.

2. Buyer undertakes to use the platform only for the legal purposes and to enter into commercial transactions with legal object and consideration.

3. Buyer represents and warrants that the goods purchased are for commercial purpose, and not for personal consumption; and that it is competent to perform its obligations under these terms.

4. Offer, Counter-Offer and Acceptance, and Modifications:

1. Every order placed by a Buyer, shall be an offer, which needs to be accepted or confirmed by the Seller, to have an effect of a binding and concluded contract. Seller may accept the order as a whole or may modify the order, basing on availability of stock or other factors.; and sSuch modifications will be finaltreated as a counter-offer, which when accepted by buyer, will form a binding contract between the Seller and Buyer. and the excess amount, if any, paid by Buyer, shall be refunded by Bhaibandhu, subject to its Refund Policy, within “X” number of days, from the date  of such modification by the Seller. If such modifications are not agreeable to the Buyer, it shall have an option to cancel the order

2. Any offer or counter-offer made by the Buyer, shall be done electronically through the website and such orders, offers or counter-offers shall be confirmed, accepted, rejected or modified or put on hold electronically through the platform.

3. For the purpose of these sub-clauses, counter-offers, new offers or varied terms shall be a new “Proposal”, which needs to be accepted by the Buyer, but need not be re-confirmed by the Seller. Once accepted, a legally binding contract be deemed to have been executed.

4. Seller may modify, suspend, withdraw or cancel any of its business offers or discount, at any time. By placing an order with a Seller, Buyer confirm and acknowledges Seller’s right to modify, suspend, withdraw or cancel business offers or discount, offered by such Seller; and undertakes not to raise any claim, demand or dispute against Bhaibandhu for such offers or discounts.

46. PAYMENT AND APPLICABLE TAXES:

5. Buyer acknowledges that the price of goods, as displayed on platform, shall be exclusive of GST, delivery charges or any other applicable taxes, except where Seller mentions otherwise.

6. At the time of placing an order through platform, Buyer can opt for any of the mode of payment made available on the platform, from time to time.

7. Terms of Payment in Pre-paid Sale:

1.  In case of pre-paid sale, Buyer shall pay the entire sale consideration at the time of placing an order, subject to the Refund Policy of the Platform. By placing an order for pre-paid sale and by making payment thereto, Buyer hereby expressly agree to the terms of Refund policy of the Platform, as updated from time to time.  

2.      Such payment shall be collected by Bhaibandhu, who shall hold such payment as a facilitator between the parties, till the goods, as ordered, are delivered to the Buyer.

     

3. Buyer will receive an intimation from the platform, regarding successful delivery of goods, by way of SMS, Email or other modes of communication. On receipt of such notification, Buyer shall have right to dispute the delivery within 72 hours, if the goods delivered are not of the same standards, quality or quantity, as ordered by Buyer or if there exist any other issue pertaining to goods or delivery thereof. Bhaibandhu shall hold the payment for 72 hours from the time of receipt of such notification by the Buyer and shall settle Seller’s account on expiry of 72 hours, if no dispute is raised by the Buyer within the stipulated time. Seller’s account shall be settled in the manner prescribed under “Settlement of Account” under Part II. Buyer agrees and confirms that it shall not raise any dispute, claim or demand against Bhaibandhu, for settlement of Seller’s account, in compliance with this sub-clause and shall be bound by “Settlement of Account” under Part II in regard to the manner of settlement by Bhaibandhu. Bhaibandhu reserves its right to extend/shorten the period to raise dispute, at its sole discretion.

4.      Bhaibandhu reserves its right to use, engage, authorise, contract or sub-contract, or enter into any arrangement with third-party service providers, to act on its behalf, for the collection of payment from Buyer and/or settlement of Account of Seller.

5. Buyer agrees and confirms that the Payment guidelines provided under Part I shall be, mutatis mutandis, applicable on payment made by Buyer in pre-paid sales.    

6. Buyer agrees and acknowledges that in case of pre-paid sale, Bhaibandhu will only issue the Payment Receipt      at the time of receiving the payment from the Buyer and the Seller shall be solely responsible to raise final invoice, including e-invoice, with GST compliance.

8. Terms of Payment in Credit Sale:

1. Terms of payment and delivery of goods in a credit sale, shall be agreed upon by the parties, i.e., Seller, Buyer and/or the Agent. Buyer undertakes that it shall be solely responsible to pay the consideration for Credit Sale, incompliance with the terms as agreed between the parties. Bhaibandhu provides no assurances in regard to the payment or with respect to the capacity of the Buyer to pay the due amount under credit sale. Bhaibandhu provides no assurances in regard to the timely delivery of goods or with respect to the capacity of the Seller to deliver the goods, as agreed under credit sale.

2. Bhaibandhu declares that any Agent registered with the platform is not Bhaibandhu’s agent, representatives, and is not associated with Bhaibandhu, in any manner whatsoever. Bhaibandhu assumes no liability towards such Agents, Registered or not, transacting through platform. Buyer categorically acknowledges that Bhaibandhu provides no assurances for the credibility of the Agent. Bhaibandhu takes no responsibility, whatsoever, for any guarantee provided or representation made by Agent to Buyer in regard to any Sale through Agent. Buyer shall exercise diligence in credit sales.

9. Applicable Taxes:

Buyer shall be liable to pay the GST or other applicable tax, as payable on purchase of goods under any applicable law. It shall be the duty of the Buyer to mention the correct GST registration number, to avail the benefits available to it under the relevant law.

47. SHIPMENT & DELIVERY:

1. Bhaibandhu reserves its right to enter into any Agreement, partnership, joint-venture, hire or any other arrangement with third-party service providers to provide Logistics Services for commercial transactions undertaken through the platform. (Hereinafter, referred to as “Logistics Partners”)

2. In case of pre-paid orders, Buyer shall have an option to select a logistics Partner, out of the list provided on platform, at the time of placing an order, for the purpose of delivery of goods through such Logistics Partner.

3. Buyer and Seller may agree upon different terms for Shipment among themselves, or delivery through different Logistics Agencies, but in any such case, Bhaibandhu shall have no liability towards delivery of goods or failure thereof.

4.      In case of Credit Sale, Seller or Buyer may agree on third-party Logistics Agency for the purpose of delivery of consignment or may opt for delivery through Logistics Partners enlisted on the platform, but in such cases, Bhaibandhu assumes no responsibility towards Seller or Buyer against such Logistics Partners.

5.      Buyer shall provide the correct address for the delivery of the purchased goods. Post box number or incomplete address shall not be accepted for delivery and Buyer shall be solely liable for non-delivery in such cases.

6. Bhaibandhu will notify the Buyer about the status of delivery, from time to time, through email, messaging or other modes of communications, as employed/preferred by Bhaibandhu.

     

7. Logistics Agencies including Logistics Partners, may or may not verify the identity of the person receiving the shipment at the designated delivery address. Therefore, Buyer is advised to track the delivery and follow up with the Logistics Agencies on its own.  Signature of the recipient of the Shipment on the delivery note, shall be the conclusive proof of the delivery to the Buyer. Any dispute regarding delivery shall be raised as per Grievance Redressal Mechanism. Any dispute pertaining such delivery shall be governed by the relevant laws of India basing on the mode of carriage, i.e., by Road, Rail, Air or Sea.

8. Any patent discrepancy in weight and measure of the consignment at the time of delivery, shall be promptly taken up with the Logistics Agency and be endorsed by an Authorised representative of Logistics Agency and concern shall be raised as per Grievance Redressal Mechanism.

9. By placing an order through platform, Buyer agrees and authorises Bhaibandhu or Seller, as the case may be to share its Personal information, required for shipment, with Logistics Agencies, and with third-part service providers for SMS or Email services notifications, in compliance with Privacy Policy.

48. RETURNS, CANCELLATION & REFUND:

Request for Return of goods or cancellation of order, shall be initiated in accordance with Return, Refund & Cancellation Policy and accordingly, refund shall be processed. By placing an order or accepting a counter-offer, Buyer hereby agrees, confirms and undertakes to abide by such Policy of the platform.

49. LIMITATION OF LIABILITY AND DISCLAIMER:

10. Buyer acknowledges that Bhaibandhu shall have no liability-    

1. for any loss, damage, costs, expenses, claim or dispute raised by the Seller, in case of any payment fraud by Buyer or in case of an occurrence of a chargeback event;
2. in case the Buyer does not receive notifications regarding status of delivery, sent by Bhaibandhu, due to network issues at receiver’s end or technical glitch, or if it changes its account preference to deactivate/suspend such notifications or for any other reason, not in control of Bhai Bandhu;
3. towards wrong or incomplete delivery, sub-standard products or quality issues, non-performance or omission or commission on the part of Seller, deficiency of service and/or due to any technical errors from Seller’s side, Buyer’s side or on the platform.
4. for any loss, costs or expense incurred by it for any failed / incomplete transaction(s).
5. for any loss of input credits to the Buyer due to non-compliance of GST Laws by the Seller.
6. incorrect GST Registration details provided to it by the Buyer and for any consequent loss of Input credit, or other benefits available under any applicable law.

11. Buyer agrees and acknowledges that –

1. there is no implied or expressed Principal-Agent relationship or partnership or joint-venture between Bhaibandhu and Seller or Agent.
2. Seller is not a supplier of Bhaibandhu for the purpose of any claims against such Seller or products sold by it.
3. the payment collection facility provided by Bhai Bandhu in prepaid sale, is merely to facilitate the payment between Buyer and Seller and is neither a Banking or Financial Services. Bhaibandhu is neither acting as a trustee nor acting in a fiduciary capacity with respect to such payment and transaction undertaken through the platform.
4. the Seller would be solely liable for the payment of GST, collected under any Sale Transaction, to the Government or statutory authorities within the prescribed time, irrespective of collection of payment by Bhaibandhu in prepaid sales.
5. Any mistake or incorrect information on the part of Seller, shall be the sole liability of such Seller and Buyer agrees not to raise any demand, claim or dispute against Bhai Bandhu in this regard.

12. Buyer shall be solely liable to Bhaibandhu, Seller, Logistics Partner(s) or for any third-party claim or dispute, for any costs or expenses incurred in respect of such goods or delivery thereof, or for loss of goods, or damage to any good(s), due to incorrect address provided by Buyer.

13. Bhaibandhu shall have no role or responsibility in any manner, for credit Sale, towards delivery of goods, payment of consideration, or payment of commission to the Agent for its services. Buyer and seller shall be jointly and/or severally liable for such transactions and further jointly and/or severally, undertake to indemnify Bhai Bandhu, against any loss, damage, costs, expense, demand, claim or dispute, arising out of or in connection with, such Credit Sales or Sales through Agent.

14. Buyer shall not provide links to the third-party platform, Apps or tools on Bhaibandhu’s platform, by way of posting, uploads, images, comments or in any other possible form. Bhaibandhu assumes no liability on behalf of such advertisements or third-party links.

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Part -IV

TERMS OF USE FOR AGENT

Part IV shall be applicable on Agent, who registers with the platform to provide guarantee for the payment of sale consideration by the Buyer, to Seller, in a credit sale undertaken through platform. Part-IV and terms provided hereunder, shall be read in conjunction with Part I. All the terms and conditions mentioned under part I, shall be applicable to this Part as well.

The Agent, by registering with the platform, expressly and impliedly, agree to the following terms:

50. DEFINITION AND INTERPRETATION:

Words and expressions defined under Part I and interpretation clause thereof, shall carry the same meaning and interpretation hereunder.

51. AGREEMENT:

Agreement under this Part means Agreement as defined under Part I and includes terms of use for Agent, as provided under this Part- IV, as may be amended/updated by Bhaibandhu, from time to time.

52. SERVICES PROVIDED TO AGENT

15. Platform provides following services and features for access by Agent:

6. Connections: 

1. Agent may Connect with Sellers and Buyers of their choice, by sending connection request or by accepting request(s) sent by others;
2. Agent may Create personalised groups with connections Buyers of its choice and may manage, regulate, control or modify the setting, features and Privacy of groups created by it;
3. Agent may be listed by Sellers as their authorized Agent by marking it as “I work with this Agent” in the platform and only such Agent will be visible to such Seller’s connections/Buyers under option for credit sale;
4. Agent and Seller both shall have authority to disassociate themselves from the other.
5. Agent may message/chat with its connection – Sellers and Buyers through the platform.
6. Agent may join Live streaming hosted by Sellers, subject to control and discretion of such Seller, and may participate in Live chat;

7. Sharing of products or Profiles:

1. Agents may share data and information of connected Sellers, including seller’s profile, details of their products, images, videos, or other documents uploaded by such Sellers, to its connected Buyers.
2. Sharing of such profiles and postings will be subject to control of the concerned Seller and selected privacy settings of such data, information, images, videos, or other documents.

16. Bhaibandhu reserves its right to introduce any new services or features; or to withdraw, suspend, modify or cancel any of the services or features, provided through its platform.

     

17. Commercial Transaction with Agent:

1. Sellers may identify an Agent and mark them as Listed through the platform.
2. Agent shall exercise its discretion and do its own diligence, before providing surety for any Buyer.
3. Agents shall have absolute right to accept or reject any request for surety.

18. Agent’s Obligations under Commercial Transactions:

1. An Agent registered with Platform is only authorised to use platform for providing surety under a Commercial Transaction.
2. Agent undertakes to use the platform for entering into a contractual relationship for the legal purposes and for a valid & legal consideration.
3. Agent shall have the sole liability against the guarantee provided by it towards the payment on behalf of Buyer and agree to keep Bhaibandhu indemnified against any claim, dispute or demand arising out of such guarantee.
4. Agent shall act professionally in its engagement with other Users.
5. Agent shall not provide links to the third-party platform, Apps or tools on Bhaibandhu’s platform, by way of posting, uploads, images, comments or in any other possible form. Bhaibandhu assumes no liability on behalf of such advertisements or third-party links.

53. LIMITATION OF LIABILITY:

1. Agent acknowledges that Bhaibandhu provides no warranties in relation to minimum/maximum number of contracts it may be able to obtain through the platform.

2. Agent acknowledges and declares that Bhaibandhu shall not have any liability to pay to such Agent any commission or remuneration, etc. for any guarantee offered by such Agent in any credit sale and it shall not raise any demand against Bhaibandhu for recovery or claim of such commission or remuneration, etc.

     

3. Agent declares and warrants that it is not Bhaibandhu’s agent, representatives, and is not associated with Bhaibandhu, in any manner, whatsoever and will not bind Bhai Bandhu in any way for its omission or commission.  Bhaibandhu shall have no liability towards such Agents, Registered or not, transacting through platform. Bhaibandhu takes no responsibility, whatsoever, for any guarantee provided or representation made by Agent to Seller or Buyer in regard to any credit Sale.

4. Agent agrees and acknowledges that there is no implied or expressed Principal-Agent relationship or partnership or joint-venture between Bhaibandhu and any Seller or Buyer.

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