Terms and Conditions

Retailio Terms of Use

This document (“Terms”) is an electronic record in terms of Information Technology Act, 2000 and rules thereunder, as applicable and the amended provisions pertaining to electronic records in various statutes, as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures. The Terms are published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 that requires publishing of the rules and regulations, privacy policy and Terms for access or usage of the Platform (as defined below).

PROVISION OF SERVICES

1. You must register on the Platform in order to access and use the Services. Further, We, reserve the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that We may impose in Our discretion. User agrees and confirms that any Services provided to You by Us are on best efforts basis and We may engage services of third-party service provider(s) to facilitate such Services to You. In the event, You avail Services while accessing the Platform, that may be supported and/or provided by third-party service provider(s), for all such Services, Your contracting entity will be such third-party service provider(s), as the case may be. We disclaim all liability for any claims that may arise pursuant to Your use of Services provided by such third-party service provider(s).

2. We shall not in any manner be liable to You for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by Us or for any consequences resulting from such actions or reasons that are beyond Our reasonable control. User acknowledges that the Services are being provided to You on ‘as is’ and ‘as available’ basis and may be interrupted while browsing, transacting, using or uploading information on the Platform.

3. User agrees that We reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at Our sole discretion. We may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other Services or other business arrangements or agreements which the User may have entered into with Us.

ELIGIBILITY

1. The Platform is available for use and access to such persons who can form legally binding contracts under the Indian Contract Act, 1872 including any statutory amendments thereto. For the purposes of this paragraph, the term ‘persons’ shall mean any sole proprietor, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other body corporate duly incorporated under the laws of India.

2. User must not use the Platform and its Services for their personal use and the Platform shall be used by the User only for their business purposes.

USER ACCOUNT AND VERIFICATION OF ACCOUNT

1. User agrees and acknowledges that the User will transact on the Platform only for its business purposes and not for personal use. Except with Our written approval, one User may only register one account on the Platform (“Account”). We may cancel or terminate an Account if We have reasons to suspect that the User has concurrently registered or controlled two or more Accounts. Further, We may reject User’s application for registration without assigning any reasons thereof.

2. A set of user ID and OTP (One Time Password) / password is unique to a single Account. Any action triggered on Your Account on the Platform by using the unique OTP or the password will be deemed to have been authorised by You and with Your express consent. You shall be solely responsible for maintaining the confidentiality and security of Your user ID and password and for all activities that occur under Your Account. You agree that all activities that occur under Your Account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by You.

3. We may communicate with You through any mode of communication including but not limited to by e-mail, SMS, WhatsApp, phone call or by posting notices on the Platform or by sending in-app notifications. For contractual purposes, You consent to receive communications (including but not limited to transactional, promotional and/or commercial messages) in the above manner, from Us or third-party service providers with respect to Your use of the Platform and it shall be deemed by Your continued use of the Platform that You agree and consent to receive any communications from Us and/or third-party-service providers.

4. While registering on the Platform You may be required to furnish certain details about You and with respect to Your business including without limitation, business name, GSTIN, PAN, TAN, address, phone number and/ or any other information that may be required by Us in relation to Your business. You agree and acknowledge that We may directly or through a third-party service provider validate the information provided by You on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by Us, from time to time, for the purposes of verification of Your information. If any information provided by You is found to be incorrect or misleading, We reserve Our right to take appropriate steps in a form and manner set forth in these Terms. For the purposes of such verification, You agree that We may share Your information with such third-party service provider in accordance with the terms of the Privacy Policy.

USERS OBLIGATIONS

1. Subject to compliance with these Terms, Company grants You a non-exclusive, non-transferable, limited privilege to access and use the Platform and the Services provided herein. You agree to use the Services, Platform and the materials provided therein only for purposes that are permitted by: (a) the Terms; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions including but not limited to the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time. You agree that the Services shall be availed by You only for commercial purposes, that is for sale or purchase of products for further distribution or sale. You further agree that You will not use the Platform or any of its Services thereof for Your personal use or consumption.

2. You agree to adhere to all limitations on dissemination, use and reproduction of any materials (such as the product catalogues) that You access on the Platform in a form and manner set forth herein. You agree not to access (or attempt to access) the Platform and the materials or Services by any means other than through the interface that is provided by the Company. You shall not use any automated means such as data scraper, deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process to access the Platform, the information, or Services and/or to access, acquire, copy or monitor any portion of the Platform or Content (as defined below), or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.

3. You acknowledge and agree that by accessing or using the Platform or Services, You may be exposed to Content from other Users that You may consider offensive, indecent or otherwise objectionable. The Company disclaims all liabilities arising in relation to such offensive Content on the Platform. Further, You may report such offensive Content in the manner prescribed herein. If the Platform allows You to post and upload any material on the Platform, You hereby undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, You undertake not to:

   1. Host, display, upload, modify, publish, transmit, store, update or share any information or user submissions which:

      • belongs to another person and to which the User does not have any right;
      • is 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 or is objectionable;
      • is harmful to a child;
      • infringes patent, trademark, copyright or other proprietary or intellectual property rights;
      • violates any laws for the time being in force;
      • 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;
      • 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;
      • 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; or threatens public health or safety;
      • defame, abuse, harass, threaten or otherwise violate the legal rights of others; and
      • impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

   2. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information through any bookmark, tag or keyword;

   3. Upload files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;

   4. Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;

   5. Engage in any activity that interferes with or disrupts access to the Platform or the Services (or the servers and networks which are connected to the Platform);

   6. Attempt to gain unauthorized access, (i) to any portion or feature of the Platform, (ii) any other systems or networks connected to the Platform, (iii) to any Company server, (iv) or to any of the Services, by hacking, password mining or any other illegitimate means;

   7. Probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You will not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Platform, or any other customer of the Company, including any account of the Company not owned by You, to its source, or exploit the Platform or Service or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information;

   8. Disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;

   9. Collect or store data about other Users in connection with the prohibited conduct and activities set forth under these Terms.

   10. Use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person's use of the Platform;

   11. Use the Platform or any material or Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of Company or other third parties;

   12. Conduct or forward surveys, contests, pyramid schemes or chain letters;

   13. Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;

   14. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

   15. Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

   16. Violate any applicable laws or regulations for the time being in force within or outside India;

   17. Violate the Terms, including but not limited to any applicable additional terms contained herein or elsewhere; and

   18. Reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

4. Company has no obligation to monitor such communications by You. However, Company reserves the right to review materials posted by You and to remove any materials in its sole discretion. Company reserves the right to terminate the User's access to any or all of such communication services provided by Company at any time, without notice for any reason whatsoever. Company reserves the right at all times to disclose any information as is necessary to satisfy or comply with any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company's sole discretion. Company does not control or endorse the content, messages or information found in any communication service and, therefore, Company specifically disclaims any liability or responsibility whatsoever with regard to the communication services and any actions resulting from the User's participation in any communication service. You agree that You are solely responsible to Company and to any third-party for any breach of Your obligations under the Terms and for the consequences (including any loss or damage which Company or its affiliates or its vendors may suffer) for any such breach. You agree and acknowledge that Company is not the owner of the products offered on the Platform and Company shall in no manner be deemed to be the owner of such products. Company is only facilitating purchase of the products by You from the third parties by providing the Services to You. You agree that Company may, at any time, modify or discontinue all or part of the Platform, charge, modify or waive fees required to use the Platform, or offer opportunities to some or all Users of the Platform.

5. You agree that the information, Services and/or the Platform shall not be used for illegal purposes. You shall not access our networks, computers, or the information and Services in any manner that could damage, disable, overburden, or impair them, or interfere with any other User's use and enjoyment. You shall not attempt to gain unauthorized access to any information or Services, other accounts, computer systems, or networks connected with the Platform, the information, or Services. Such unauthorized access includes, but is not limited to, using another User’s login credentials to access the profile/ Account. Any attempt by any individual or entity to solicit login information of any other User or third-party service provider or to access any such Account is an express and direct violation of these Terms and of applicable law(s).

6. You agree and acknowledge that the exchanges between the third-party registered service providers and You would be accessible to the Company for the purposes of monitoring and security purposes.

7. Notice and Takedown – If You believe that any Content on the Platform is defamatory, obscene, pornographic, paedophilic, illegal, offensive, sexually explicit, promotes bigotry, hatred or physical harm, deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libellous, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling; or is otherwise injurious to third-parties; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of any nation or its or friendly relations with foreign states; or which consists of or contains software viruses or violates any of the Terms, please notify Us immediately at support@retailio.in. As soon as You inform Us, We will make all reasonable endeavours to remove such objectionable content complained about within a reasonable time.

8. Risks associated with Company’s Services - You abide by these Terms, Privacy Policy and any other policy of the Company by using the Services or the Platform. You acknowledge that You are fully assuming the risks of conducting any purchase and sale transactions in connection with using the Platform or Services, and that You are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. You acknowledge and undertake that You are transacting on the Platform at Your own risk and are using its best and prudent judgment before entering into any transactions through the Platform. You also acknowledge and understand that in very rare instances, security protocols could fail, causing a breach of privacy of personal information.

USE OF MATERIALS

1. Except as expressly indicated to the contrary in any applicable additional policies of the Company, the Company hereby grants You a limited, non-exclusive, freely revocable (upon notice from Company), non-transferable access to view, download and print product catalogues or any other materials available on the Platform, subject to the following condition:

   1. You may access and use the materials solely for informational, and internal purposes, in accordance with the Terms; You may not modify or alter product catalogues or any other materials available on the Platform;
   2. You may not distribute or sell, rent, lease, license or otherwise make the product catalogues or any other materials available on the Platform available to others; and
   3. You may not remove any text, copyright or other proprietary notices contained in the product catalogues or any other materials available on the Platform.

2. The limited rights granted to You in the product catalogues, or any other materials as specified above do not confer upon You any rights to the design, layout or look and feel of the Platform. Such elements of the Platform are protected by intellectual property rights and may not be copied or imitated in whole or in part. The product catalogues or any other materials available on the Platform shall not be copied or retransmitted unless expressly permitted by the Company. Any software that is available on the Platform is the property of the Company or third-parties. You may not use, download or install any software available at the Platform, unless otherwise expressly permitted by these Terms or by the express written permission of the Company.

3. Any purchase of the products or Services from the Platform will be strictly for commercial use of the User.

USAGE CONDUCT

1. You shall solely be responsible for maintaining the necessary computer equipment and internet connections that may be required to access, use and transact on the Platform.

2. You are also under an obligation to use this Platform for reasonable and lawful purposes only, and You shall not indulge in any activity that is not envisaged through the Platform. You shall use this Platform for commercial use only.

INTELLECTUAL PROPERTY RIGHTS

1. The Platform, the processes, and their selection and arrangement, including but not limited to all text, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork and computer code (collectively, the "Content") on the Platform is owned and controlled by the Company and the design, structure, selection, coordination, expression, look and feel and arrangement of such Content is protected by copyright, patent and trademark laws, and various other intellectual property rights.

2. The trademarks, logos and service marks displayed on the Platform ("Marks") are the property of Company or third-parties. You are not permitted to use the Marks without the prior written consent of the Company and/or the relevant third-parties that may own the Marks. Unless otherwise indicated or anything contained to the contrary or any proprietary material owned by a third-party and so expressly mentioned, Company owns all intellectual property rights in and to the trademark ‘Retailio’, domain name ‘www.retailio.in’, and the Platform, including, without limitation, any and all rights, title and interest in and to copyright, related rights, patents, utility models, designs, know-how, trade secrets and inventions (patent pending), goodwill, source code, meta tags, databases, text, content, graphics, icons, and hyperlinks.

3. Except as expressly provided herein, You acknowledge and agree that You shall not copy, republish, post, display, translate, transmit, reproduce or distribute any Content through any medium without obtaining the necessary authorization from Company or third party owner of such Content.

ADVERTISEMENTS

1. As part of the Services provided by Us; We may facilitate and allow third-party advertisers (“Third-Party Advertisers”) to place advertisements on the Platform.

2. For Users: The Platform clearly distinguishes between the editorial content and content that is created or provided by one of Our Third-Party Advertisers. This content will not be reviewed by Our in-house editorial staff and shall not be subject to Our editorial policy but shall be subject to applicable laws, these Terms and the Privacy Policy.

3. For Third Party Advertisers: The Third-Party Advertisers must be honest about the products or services their advertisements promote; the advertisement shall be in compliance with the applicable laws; the advertisement shall not create unrealistic expectation and must not be misleading or offending; must be responsible and of the highest standards and without compromising consumer protection.

4. General Rules: The Company may, at any time and without having to serve any prior notice to the Third-Party Advertisers, (i) upgrade, update, change, modify, or improve the Platform or a part thereof in a manner it may deem fit, and (ii) change the content of the advertising policy/editorial policy and/ or these Terms and/ or the Privacy Policy. It is the responsibility of the Third-Party Advertisers, in such cases, to review the terms of the advertising policy/editorial policy and/ or these Terms and/ or the Privacy Policy, from time to time. Such change shall be made applicable when they are posted. We may also alter or remove any content from the Platform without notice and without liability. The Third-Party Advertisers are also responsible for ensuring that their advertisements comply with all applicable law(s) in India and any other jurisdiction that such Third-Party Advertiser(s) are based out of, industry codes, rules and regulations in each geographic area where the advertisements will run. All disclosures in the advertisements must be clear and conspicuous. We are not responsible for any liability arising from an advertisement by a Third-Party Advertiser.

5. The Company reserves the right to reject or remove any advertisement in its sole discretion for any reason. Further, the Company also reserves the right to request modifications to any advertisement, and to require factual substantiation for any claim made in an advertisement.

6. As part of the Services provided by Us, the Platform provides editorial content targeted at the public for informational purposes only and such editorial content does not constitute professional advice, consultation or recommendations of any kind.

WARRANTIES AND LIABILITIES

1. You expressly understand and agree that, to the maximum extent permitted by applicable laws, the Platform, Services and other materials are provided by Company on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Company makes no warranty that (i) the Platform or the Services will meet Your requirements or Your use of the Platform or the Services will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the Platform, Services or materials will be effective, accurate or reliable; (iii) the quality of the Platform, Services or other materials will meet Your expectations; or that (iv) any errors or defects in the Platform, Services or other materials will be corrected. No advice or information, whether oral or written, obtained by You from Company or through or from use of the Services shall create any warranty not expressly stated in the Terms.

2. To the maximum extent permitted by applicable law, Company will have no liability related to any content of the User arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Company also disclaims all liability with respect to the misuse, loss, modification or unavailability of any content of the User.

3. Company will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform or any Services or materials, either with or without Your knowledge. Company has endeavoured to ensure that all the information on the Platform is correct, but Company neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. Company shall not be responsible for the delay or inability to use the Platform or related functionalities, the provision of or failure to provide functionalities, or for any information, software, products, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Company shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Company's control. The User understands and agrees that any material or data downloaded or otherwise obtained through the Platform, is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data. Company is not responsible for any typographical error leading to an invalid coupon. Company accepts no liability for any errors or omissions, with respect to any information provided to You whether on behalf of itself or third parties. The Company shall not be liable for any third-party product or services. The advertisement available on e-mail or Platform with respect to the third-party website or any products are for information purpose only. You expressly agree that Your use of the Platform is at Your risk.

INDEMNIFICATION AND LIMITATION OF LIABILITY

1. You agree to indemnify, defend and hold harmless Company including but not limited to its affiliates, vendors, representatives, directors, agents and employees from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by Company that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by You pursuant to these Terms. Further, You agree to hold Company harmless against any claims made by any third-party due to, or arising out of, or in connection with, Your use of the Platform, any claim that Your material caused damage to a third-party, Your violation of the Terms, or Your violation of any rights of another, including any intellectual property rights. Notwithstanding anything to contrary, to the fullest extent permissible by applicable law, the Company's maximum aggregate liability under these Terms or otherwise shall be INR 1,000/- (Indian Rupees One Thousand only). In no event shall Company, its officers, directors, employees, partners or suppliers be liable to You, the vendor or any third-party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not Company has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of or access to the Platform, Services or materials. The Company is not responsible for any non-performance or breach of any contract entered into between Users and third-party service providers. Company cannot and does not guarantee that the concerned Users and/or third-party service providers will perform any transactions that are entered into on the Platform. Company shall not and is not required to mediate or resolve any dispute or disagreement between Users and third-party service providers. Company does not, at any point of time during any transaction between Users and third-party service providers on the Platform come into or take possession of any of the products or services offered by third-party service providers nor does it at any point gain title to or have any rights or claims over the products or services offered by third-party service providers to Users.

2. Company is not responsible for any unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable or back ordered. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.

VIOLATION OF TERMS

1. You agree that Company may, in its sole discretion and without prior notice, terminate Your access to the Platform and block Your future access to the Platform, if Company determines that You have violated these Terms or any additional terms/policies of the Company. You also agree that any violation by You of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Company, for which monetary damages would be inadequate, and You consent to Company obtaining any injunctive or equitable relief that Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Company may have at law or in equity. You agree that Company may, in its sole discretion, and without prior notice, terminate Your access to the Platform, for cause, which includes (but is not limited to): (1) requests by law enforcement or other government agencies; (2) a request by You (self-initiated account deletions); (3) discontinuance or material modification of the Platform or any Service; or unexpected technical issues or problems. If Company does take any legal action against You as a result of Your violation of these Terms, Company will be entitled to recover from You, and You agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to Company.

TERMINATION

1. These Terms will continue to apply until terminated by either You or Company as set forth below. If You want to terminate Your agreement with Company, You may do so by (i) not accessing the Platform; or (ii) closing Your accounts for all of the Services that You use, where Company has made this option available to You.

2. Company may, at any time, with or without notice, terminate the Terms (or portion thereof, such as any individual Additional Terms) with You if:

   1. You breach any of the provisions of the Terms, the Privacy Policy or any other terms, conditions, or policies that may be applicable to You from time to time (or have acted in a manner that clearly shows that You do not intend to, or are unable to, comply with the same);
   2. Company is required to do so by laws (for example, where the provision of the Services hereunder, to You is, or becomes, unlawful);
   3. The provision of the Services to You, by Company is, in Company's opinion, no longer commercially viable;
   4. Company has elected to discontinue, with or without reason, access to the Platform, the Services (or any part thereof); or
   5. Company may also terminate or suspend all or a portion of Your Account or access to the Services with or without reason.

3. Except as may be set forth in any additional terms applicable to a particular Service, termination of Your Account may include: (i) removal of access to all offerings within the Platform or with respect to the Services; (ii) deletion of Your materials and Account information, including Your personal information, log-in ID and password, and all related information, files and materials associated with or inside Your Account (or any part thereof); and (iii) barring of further use of the Services. You agree that all terminations shall be made in Company's sole discretion and that Company shall not be liable to You or any third-party for any termination of Your Account (and accompanying deletion of Your Account Information), or Your access to the Platform and the Services offered thereunder.

4. Notwithstanding the foregoing, these Terms will survive indefinitely unless and until Company chooses to terminate them. If You or Company terminates Your use of the Platform, Company may delete any content or any other materials relating to Your use of the Platform and Company will have no liability to You or any third-party for doing so.

GOVERNING LAW

1. These Terms and all transactions entered into on or through the Platform and the relationship between You and Company shall be governed in accordance with the laws of India without reference to conflict of laws principles.

2. Arbitration - Notwithstanding anything to the contrary contained herein, any dispute, controversy and / or claim arising out of and / or relating to these Terms, including its construction, interpretation, meaning, scope, operation, effect or validity thereof (“Dispute”), shall be resolved by arbitration, administered electronically by Presolv360, an independent institution, in accordance with its dispute resolution rules (“Rules”). The Users agree that the arbitration shall be before a sole arbitrator appointed under the Rules. The juridical seat of arbitration shall be Mumbai, India. The language of arbitration shall be English. The law governing the arbitration proceedings shall be the laws of India. The decision of the arbitrator shall be final and binding on the Users. Subject to the above, the competent courts at the seat shall have exclusive jurisdiction. The costs of arbitration shall be paid by the party registering the dispute with Presolv360 and the unsuccessful party shall pay the costs of the successful party or as may be determined by the sole arbitrator. Each right or remedy of the Seller in case of initiation of legal action for recovery of long pending outstanding dues under these Terms is without prejudice to any other right or remedy of the Seller.

3. You agree that all claims, differences and disputes arising under or in connection with or in relation hereto the Platform, the Terms or any transactions entered into on or through the Platform or the relationship between You and Company shall be subject to the exclusive jurisdiction of the courts at Mumbai, India and You hereby accede to and accept the jurisdiction of such courts.

REPORT ABUSE / GRIEVANCE REDRESSAL

1. In the event You come across any abuse or violation of these Terms or if You become aware of any objectionable content on the Platform, please report to Company’s customer support team.

2. If You have any concern about the Terms or grievances about the Platform or our Services, please contact us with a thorough description and We will try to resolve the issue for You. Please address them to Our grievance redressal officer at:

   Name: Ms Anamika Shrivastava
   Address: Ayro Retail Solutions Private Limited, Office No. 317, Phii Platinum Square, Viman Nagar, SNO 30/3A3B, Mext to Hyatt, Pune-411014
   Phone number: 9111808884/8291930065
   E-mail: anamika@retailio.in

PRIVACY POLICY

1. Company collects, processes and shares data with third-parties, in accordance with its Privacy Policy, in order to provide, manage and complete the Services requested by You. Company views the protection of Your privacy and information as a very important principle. Please view the Privacy Policy, available at https://retailio.in/policy.html, to understand how the Company collects, processes, shares Your information and maintains data security practices in relation to Your information.

COMMUNICATIONS

1. You hereby expressly agree to receive communications by way of SMS, e-mails or any other mode from Company, phone calls relating to the use of the Platform, the Services, any other products or services offered through the Platform, and this supersedes any opt-out preferences you may have set in relation to the Telecom Regulatory Authority of India’s National Do Not Call (and Do Not Disturb) registry as per the Telecom Commercial Communications Customer Preference Regulations, 2018.

2. A User can unsubscribe / opt-out from receiving communications from Company through SMS and e-mail anytime by:
   1. Writing at support@retailio.in to unsubscribe from messages/ SMS; and
   2. Newsletters sent daily at the registered email address and by clicking on the unsubscribe option attached at the bottom of newsletter received through e-mail.

ADDITIONAL SERVICES

Any additional services availed by the Users through the Platform shall be governed by the respective terms associated with such additional services, in addition to these Terms.

1. Rio Credit/ Buy Now Pay Later- The ‘Rio Credit’ or the ‘Buy Now Pay Later’ program offered at the Platform shall be governed by the additional terms and conditions “Buy Now Pay Later - Terms and Conditions” available here

2. Group Insurance- The Company may offer various insurance benefits to the Users under group insurance policies as listed below and such and such benefits shall be governed by additional terms and conditions which will be communicated to the Users from time to time by the Company.

3. Logistics Services - The Company also offers logistic services through its third-party service providers. The Users may avail such services by getting in touch with the Company at the contact details provided on the Platform. Such logistics services shall be provided and governed by the terms and conditions as may be agreed between the User and the Company by way of a separate agreement.

1. Notice: All notices of Company will be served by email or by general notification on the Platform. Any notice provided to Company pursuant to the Terms should be sent to legal@retailio.in.

2. Disclaimer:

   1. The Company is merely a facilitator and is not and cannot be a party to or control in any manner any advertisement, exhibition, making available, offer to sell or transactions of sale or purchase on the Platform. When a product is listed for sale on the Platform by a Seller, and such products are sold to Buyers, the transaction will be governed by a bipartite contractual arrangement entered into directly between the Buyer and the Seller. Buyer agrees that the Company cannot and does not confirm each Seller’s purported identity. The Company encourages Buyers to exercise discretion and caution while dealing with various Sellers. User further acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes. Buyer agrees to purchase the products from the Seller for further resale or commercial purpose and shall not use such purchased products for personal use or consumption. For any Services, the Company does not represent either the Seller or the Buyer in specific transactions. The Company does not control and is not liable to or responsible for the quality, safety, suitability of products, lawfulness or availability of the products or services offered for sale on the Platform, or the ability of the Seller to complete a sale or the ability of Buyers to complete a purchase. The Company does not implicitly or explicitly support or endorse the sale or purchase of any products on the Platform. At no time shall any right, title or interest in the products sold through or displayed on the Platform vest with the Company nor shall the Company have any obligations or liabilities in respect of any transactions on the Platform. Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions (hereinafter referred to as “Transaction Risk”) in connection with using the Platform or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind that are the subject of transactions using the Platform. User acknowledges and undertakes that it is transacting on the Platform at its own risk and is using its best and prudent judgment before entering into any transactions through the Platform. The Company shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the products or the Services and hereby expressly disclaims any and all responsibility and liability in that regard. The Company shall not mediate or resolve any dispute or disagreement between Buyer and the Seller of the products or any third-party that is rendering services to You. In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify the Company (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. This clause shall also apply to any other services opted for by the User by accessing any link from the Platform to avail of any independent services related to the transaction of buy-sell conducted on the Platform from any third-party. We do not make any representations pertaining to the information, content, products included on or delivery of the products or otherwise made available to User and User acknowledges that We are only acting as an intermediary between the Buyer and the Seller. User hereby further agrees, acknowledges and confirms that under the aforesaid circumstances Buyer’s only recourse will be against the Seller and We will not be made a party to any such issue and/or dispute between the Seller and the Buyer. The User(s) shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required under applicable law) regarding the right and authority (if required under applicable laws) to re-sell, trade, re-distribute or export or offer to sell, trade the products or services and such sale, trade, distribution or export or offer does not violate any applicable laws.

   2. The Company is not engaged in the insurance business and does not provide any insurance services. The Company has facilitated provision of insurance services for the benefit of the Users, under group insurance policies availed from insurance companies, whereby the Company is acting as the group manager of the insurance policy. The Company does not guarantee or make any promise in relation to the insurance policy/ insurers, including but not limited to any benefits from use of the insurance services provided by the insurers, such as coverage, claims and settlements. Any claim or servicing of insurance policies, raised through the Platform, remains a matter between the User and the insurer, and the Company shall not be responsible for the actions of the insurer or the User. It is to be noted that the insurance policy number, claim certificate, invoice for the insurance premium/ fee collected from the User etc. is not to be issued by the Company, but will be issued by the respective insurers. Any queries and/or issues in receiving tax invoices or issues faced in claiming the insurance are not the responsibility of the Company. The Company disclaims any and all liability in relation to the services of the insurers. Please reach out to the insurers in case of any questions/ issues.

3. Assignment: You cannot assign or otherwise transfer the Terms, or any rights granted hereunder to any third-party. Company's rights under the Terms are freely transferable by Company to any third-parties without the requirement of seeking Your consent.

4. Severability: If, for any reason, a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

5. Waiver: Any failure by Company to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver by Company of that provision or right.

BUYER’S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

1. You represent, warrant and agree that:
   1. You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
   2. You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
   3. You have all the appropriate, requisite and valid licenses, approvals, permits and consents to enter into transactions with the Sellers on the Platform;
   4. You will not use or access the Platform or Services for Your personal purposes and any products/services that You purchase shall be for commercial/business purposes and not for personal consumption;
   5. the address You provide when registering Your account on the Platform is the place of business of Your business entity;
   6. Your business is validly existing and incorporated / established as per the provisions of applicable laws;
   7. You shall comply with all applicable laws while using and accessing the Platform or the Services;
   8. You shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required) regarding any content that you submit, post or display;
   9. any content that You submit, post and/or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party.



In the event, the Platform become aware that any Buyer is a retail consumer and/or is purchasing products for personal consumption on the Platform, the Platform will have the right to take all appropriate measures it deems fit in its sole discretion including but not limited to blocking/invalidating the transaction, black listing the Buyer from transacting on the Platform, imposing penalties on the Buyer etc.

2. Buyer will be required to provide information or material about Buyer’s entity, its business, services or products as part of the registration process on the Platform or your use of any Service or the Buyer Account and such information may be required to be furnished by the Platform from time to time. Buyer represents, warrants and agrees that such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current and complete and Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete. Buyer may be required to promptly furnish additional documents or information as and when requested by the Platform to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing which, the Platform reserves its right to take appropriate measures as set out under these Terms. Buyer consents to the inclusion of the information about Buyer in the Platform’s database and usage of the same as per the Platform’s Privacy Policy.

PAYMENTS BY BUYERS

Upon placing the Order on the Platform, Buyer can opt to make payment for the Products purchased by using any of the modes of payment made available by Us on the Platform, from time to time. However, it is pertinent to note and is hereby clarified that if the Buyer opts to make payments through any such mode made available by Us or any third-party engaged by Us for this purpose, then We or the third-party engaged by Us for the same shall only act in a fiduciary capacity. Buyer acknowledges that it is solely responsible for the transactions / payments made to the Seller for the products purchased by the Buyer. Buyer acknowledges and agrees that the Company is acting merely as a payment collector and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer. We do not have any obligation, responsibility or liability to verify any transactions authenticated and/or authorised by the Buyer or its payment instructions. The Seller may block the Buyer if any amount due to the Seller as per the Platform or any other invoice is overdue or if, in the opinion of the Seller, the credit outstanding of the Buyer has been impaired for any other reason, until payment is received. We will transmit the payments for the Orders (as defined in the Seller Terms) in the manner as set forth under the settlement process of Seller Terms. You hereby agree to be bound by the applicable provisions of the Seller Terms in this regard and agree not to raise any dispute with respect to the manner of settlement by the Platform. The Buyer hereby consents and agrees to comply with policies, terms and conditions, guidelines, instructions, requests, etc., as maybe made by Us or third-party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to making payments on the Platform. Buyer hereby acknowledges and agrees that We shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever including but not limited to non-performance or omission or commission on the part of Seller, deficiency of service and/or products delivered, technical errors on the Platform. You further acknowledge that We shall not be responsible, in any manner whatsoever, for any loss incurred by You for a failed / incomplete transaction undertaken by You on the Platform. In the event of an occurrence of a chargeback event, We reserve Our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues. Buyer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws. If you avail service from any third-party service provider using the Platform, upon receipt of instructions from such third-party service provider, you agree and authorise Us to remit and settle such collected payments (after deduction of our fees (if any) and any other charges or taxes applicable under tax laws) to the designated bank account of the third-party service provider within such timelines as mentioned in the settlement process of Seller Terms. You agree and acknowledge that no separate authorisation will be required by Us to collect and transfer payment to such third-party service provider.

FEES AND CHARGES

We may charge the Buyer for providing the Services and unless otherwise stated, all such charges shall be exclusive of Goods and Service Tax. The charges payable for availing the Services will be communicated to the Buyer from time to time. Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra and Buyer will be liable to pay the same. The charges shall be subject to applicable taxes, as per prevailing applicable laws. For any additional services availed by the Buyer from Us, We will charge additional charges for any such additional services. The Platform may enter into a separate contractual arrangement with the Buyer for provisioning of such additional services to the Buyer. We reserve the right to levy penalty or late payment charges in case of delay by the Buyer in clearing any dues payable to Us.

LIMITATION OF LIABILITY AND INDEMNITY

In addition to the indemnification obligations set forth in the General Terms, We shall not have any liability whatsoever for any claims arising from: (a) any of Your acts or omissions; (b) compliance with the instructions given by You or any person acting on Your behalf; (c) an act or order of any government authority; (d) the insufficiency of the packing or labelling of Shipment (as defined in the Seller Terms); (e) the nature, description, or contents of the Shipment; (f) any force majeure event; (g) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence; and/or (h) any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or products hereunder.

LIMITATION OF LIABILITY AND INDEMNITY

In the event, where the Seller accepts return requests on the Platform for the products, the Buyer may be able to place a return request on the Platform in relation to such Sellers. It is hereby clarified that the Company does not play any role in such return requests other than providing an option to the Seller to accept return requests from the Buyers via the Platform. The Company has no role in the actual return of the products or any refunds thereto. The acceptance or rejection of such return requests is solely at the discretion of the Seller and any disputes related thereto are to be directly resolved between the Buyer and the Seller without any role, intervention, and liability of the Company.

DEFINITIONS

1. “Order(s)” shall mean order placed by Buyer for purchasing products from the Seller on the Platform.
2. “Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by the Platform from the Buyer or third-party paying on behalf of the Buyer, pursuant to an Order, to the designated bank accounts of the Seller or any third-party upon receipt of instructions from the Seller.
3. “Shipment(s)” means all products sold by the Seller pursuant to an Order.
4. “Standard Platform Services” shall mean the use and access of the Platform by the Seller, which includes but not limited to creation, display and updating of product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Seller Terms and General Terms.

SELLER’S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

1. You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
2. You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
3. You will not use or access the Platform or Services for your personal purposes and any products/services that You may sell are for commercial/business purposes and not for personal consumption;
4. The address and other details You provide when registering Your account on the Platform is the Seller place of business of Your business entity;
5. Your business is validly existing and incorporated / established as per the provisions of applicable laws;
6. You shall comply with all the applicable laws including but not limited to the Drugs and Cosmetics Act, 1940, Legal Metrology Act, 2009 in relation to listing products/services on the Platform;
7. You shall comply with all applicable laws while using and accessing the Platform;
8. You and products/services provided by You on the Platform (if any) comply with applicable laws;
9. You shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required) regarding any content that you submit, post or display;
10. Any content that the Seller submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party;
11. You have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the products/services as listed on the Platform and such sale, trade, distribution or export or offer does not violate any third party rights;
12. All information provided by You or person acting on Your behalf relating to the Shipment(s) are complete and accurate;
13. The Shipment(s) are properly and sufficiently prepared, packed, stowed, labelled, and/or marked;
14. You shall be solely responsible for delivering the Shipments to the Buyers;
15. The Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting;
16. You have undertaken necessary due diligence and conducted checks to ensure that no transaction undertaken by You on the Platform amounts to a retail sale or sale to an end consumer. In the event, You become aware of any such Buyer who may be purchasing the products as a retail user/end consumer/for personal consumption, You will immediately inform the Company of the same.The Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable.

1. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service is true, accurate, current and complete; and
2. Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Platform in order to authenticate that the products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third-party. Seller agrees to promptly provide such additional documents and information, failing which the Platform reserves its right to take appropriate measures as set out under these Terms. Seller consents to the inclusion of the information about Seller in the Platform’s database and usage of the same as per Privacy Policy. 

Seller shall be solely responsible to raise invoices directly on the Buyer for products/services sold by the Seller to the Buyer. In the event any penalty is levied by any governmental or regulatory authority on Us due to Seller’s non-compliance of applicable laws, including without limitation, non-availability of invoices with the Shipments etc., Seller agrees to indemnify Us, in this regard for all costs, losses, liabilities, penalties or expenses that We may have to incur. We shall not assume any liability for Seller’s failure to comply with this clause.  It is the duty of the Seller to generate and update the invoices from time to time further to any transactions undertaken with the Buyers. The Company shall not be responsible for any claims, losses and/or liabilities arising out of any incorrect or un-generated invoice.

FEES AND CHARGES

We may charge the Seller for providing the Services and unless otherwise stated, all such charges shall be exclusive of Goods and Service Tax. The charges payable for availing the Services will be communicated to the Seller from time to time. Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra and Seller will be liable to pay the same. The charges shall be subject to applicable taxes, as per prevailing applicable laws. For any additional services availed by the Seller from Us, We will charge additional charges for any such additional services. The Platform may enter into a separate contractual arrangement with the Seller for provisioning of such additional services to the Seller. We reserve the right to levy penalty or late payment charges in case of delay by the Seller in clearing any dues payable to Us.

FINANCIAL FACILITIES FOR BUYERS

The Company has operationalized tie-ups with multiple lending partners for providing financial assistance to the Buyers for purchasing products on the Platform and thereby enhancing the transaction capability of the Buyers. In pursuance of the same, in the event of the Buyers opting for the financial assistance program and You duly receiving such amounts from the lending partners (on behalf of the Buyers), You hereby agree to assign all receivables from such Buyer for such transaction. Therefore, You hereby agree that without any further action on Your part, and upon receipt of the amount due to You from the lending partner, any and all receivables due from such Buyer shall stand assigned in favour of the lending partner. You hereby authorize the Company to enter into any documentation on Your behalf to complete and perfect the assignment. Upon such assignment, the lending partner shall have all the rights as the Seller may have had in relation to the collection of receivables from the Buyer and the Buyer shall be required to repay the lending partner directly. The lending partner further reserves the right to assign and transfer such receivables under these terms and conditions to any financial institution as it may deem fit. It is hereby clarified that the Company acts only as a facilitator in connecting the Buyers to the lending partners and is not a lender and is not engaged in providing the lending services. The Company has no role in any manner in the financial assistance including but not limited to conducting KYC verification, negotiation, underwriting, assessment of creditworthiness, disbursal, servicing or recovery of the loans and all such other actions which are subjected to regulations issued by the Reserve Bank of India from time to time.

STANDARD PLATFORM SERVICES

You are allowed to list products(s) for sale on the Platform subject to your compliance with these Seller Terms. You must be legally able to sell the products(s) you list for sale on the Platform. You must ensure that the listed product(s) do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics and pictures that describe your product for sale. All listed product(s) must be listed in an appropriate category on the Platform. All listed products must be kept in stock for successful fulfilment of sales. You agree to adhere to the listing guidelines that may be communicated to you by the Platform, from time to time. The listing description of the product must not be misleading and must describe actual details and condition of the product. If the description does not match the actual condition of the product, You agree to refund any amounts that you may have received from the Buyer.

You represent, warrant and agree that you will avail the Services of the Platform only for the business and commercial purposes and will not use the Platform for availing and products/services for personal use or consumption. The products offered or sold by You to the Buyer through the Platform shall only be used by the Buyer for resale or commercial purpose and shall not be for the purposes of personal use or consumption by the Buyer.

Seller shall be solely responsible to complete all documentation and pay any duties and taxes (if applicable) under applicable laws. Seller further authorises Us, if required and necessary, to pay any duties and taxes (if applicable) on behalf of the Seller required under applicable laws, to the extent such actions are necessary to enable Us to provide the Services. The Platform shall be entitled to charge, and Seller shall be liable to reimburse and indemnify the Platform for, any such costs, duties and taxes incurred on the Seller’s behalf.

Seller acknowledges and understands that it is solely responsible for any non-conformity or defect in, or any public or private recall of, any of its products. Seller shall promptly notify the Platform of any such non-conformity, defect, or public or private recall, or the threat thereof, and cooperate and assist the Platform in connection with any recalls, including by initiating the procedures for intimating the Buyers in this regard. Seller will be responsible for all costs and expenses the Platform may incur in connection with any recall or threatened recall of any of the products.

The Seller, may at its sole discretion, may accept return requests from the Buyers through the Platform. Subject to these Terms, the Company may, at the request of the Seller provide such return acceptance facility via the Platform.

1. Seller is in breach of any obligations, covenants, representations or warranties under these Terms;
2. in the event of the Seller’s improper use of intellectual property rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under applicable laws.

PAYMENT AND SETTLEMENT SERVICES

We will provide the Payment and Settlement Services to the Sellers in relation to each transaction on the Platform. The Platform may, at its discretion, sub-contract all or part of the Payment and Settlement Services, and/ or shall have the right to use or engage the services of any third-party services provider(s), sub-contractor(s) or agent(s) on such terms as We may deem appropriate. Seller acknowledges and agrees that in performing the payment collection services, We are acting merely as a payment collector, solely in a fiduciary capacity, and have no responsibility as to the legality of any payment transaction between the Seller and the Buyer. We shall have the right to withhold settlement of payments to You or any third-party, if We, in Our sole discretion, determine that the transaction being undertaken by You is not genuine or suspicious or fraudulent. You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by Us or third-party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to these Payment and Settlement Services.

The Platform does not provide the Payment and Settlement Services in relation to any refund transactions which may happen between the Buyer and the Seller. Refunds (if any) shall be processed directly between the Seller and the Buyer.

Where the Buyer makes online payment in relation to an Order, such payment shall be transmitted to the designated bank account of the Seller (or third-party based on the instructions given by the Seller (if applicable)) within such timelines as specified in the applicable laws and as may be communicated to the Users from time to time. It is clarified that any settlement of payment to the Seller shall be subject to applicable tax laws and We may deduct or collect such taxes from the amount to be paid to the Seller in accordance with the provisions of applicable tax laws as set out below.

1. In relation to the tax collection at source under applicable GST laws, as may be amended from time to time:
   1. In case of any mismatches on account of tax collection at source, Seller shall be required to provide all relevant information to Us, to correspond with the relevant authorities and also in case of any liability accruing on account of omission shall be Seller’s obligation to pay such deficit.
   2. Seller will provide the corresponding Harmonised System Nomenclature (HSN) code number and applicable GST rates for every product. You accept that declaring the HSN and GST rates of the product is your responsibility, and that in order to sell the product(s) on the Platform pre-declaring the respective HSN and GST rates shall be mandatory.
   3. Seller will be responsible to provide the correct GST registration number against which the tax collected at source (under GST laws) need to be reported by Us. We shall not hold any responsibility of incorrect disclosures of GST registration number and consequent loss of credits of tax collected at source in the hands of the Seller. In the event any tax, interest or penalty is imposed on Us, on account of incorrect disclosure of information by the Seller, then such Seller shall indemnify Us and hold Us harmless with respect to such tax, interest or penalty as may be levied by the GST authorities.
   
   

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

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

4. We shall be entitled to recover from the Seller, from time to time, any amounts due from it or incurred by Us on account of the following, unless the same are caused on account of negligence, act or omission of Us:
   1. Chargeback of transactions;
   2. Any penalty or charge which may be levied on us by any payment instrument or the clearing house i.e. Reserve Bank of India or its local clearing agent (as the case may be) arising, inter alia, for excessive chargeback of transactions or excessive failure of transactions or excessive Buyer disputes and/or any other reason;
   3. any amount due to Us from the Seller.



5. If there are reasonable grounds to suspect that a transaction has been conducted in breach of any applicable laws or is a fraudulent transaction, We shall be entitled to suspend or withhold the payments of the Seller that are due to the Seller.

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

INDEMNITY AND LIMITATION OF LIABILITY

In addition to the indemnification obligations set forth in the General Terms, We shall not have any liability whatsoever for any claims arising from: (a) any of Your acts or omissions; (b) compliance with the instructions given by You or any person acting on Your behalf; (c) an act or order of any government authority; (d) the insufficiency of the packing or labelling of Shipment; (e) the nature or description of the Shipment; (f) any cause which We could not avoid and the consequences whereof We could not prevent by the exercise of reasonable diligence; and/or (g) any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or products hereunder. Each Seller agrees to indemnify Us, Our affiliates, directors, employees, agents and representatives and to hold Us and Our affiliates, directors, employees, agents and representatives harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) Your submission, posting or display of any content; (ii) from Your use of the Platform or any of the Services;(iii) from Your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any of the service availed by You from a third-party service provider using the Platform; (v) any liability or defect in the products or services offered/ listed for sale on the Platform; (vi) your fraud, negligence or wilful misconduct; (vii) any sale or offer of sale of counterfeit or fake products on the Platform or any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, publishing, promotion, manufacture, sale, distribution or use of any of the products; (viii) any alleged or actual personal injury, death or property damage suffered by Us or third-party arising from the supply or sale of products by Seller; and/or (ix) any claim by a third-party or Buyer made pursuant to, or liability arising under any applicable laws including but not limited to consumer protection laws, including any non-conformity or defect in, or any recall of, any of products

Retailio Credit Terms

Given below are the terms and conditions for Rio Credit/Buy Now Pay Later option as offered on the Platform (“Rio Credit Terms”). These Rio Credit Terms are applicable between You and Ayro Retail Solutions Private Limited (“Ayro”) for the transactions for purchase of products You make through the Platform (“Transaction”) using the “Rio Credit” payment method (“Rio Credit”). It is clarified that these Rio Credit Terms are applicable only if Rio Credit is available as a payment option for the Transaction. These Rio Credit Terms are applicable in addition to any terms and conditions that may be applicable to Your use of the Platform. Any capitalized terms used herein but not defined shall have the meaning ascribed to it under the Terms.

The following terms & conditions apply to any and all Transactions made on the Platform using Rio Credit payment option:-

• Rio Credit is a payment option available to certain select Buyers to make payments on the Platform. Rio Credit option may only be available for purchase of select products from select Sellers on the Platform.
• If a Buyer chooses to pay using Rio Credit, the Buyer will transact with one of our partner lenders (“Lending Partner” and the co-lender, if any, engaged by the Lending Partner from time to time). Under Rio Credit, the Lending Partner will provide a credit facility to the Buyers to make purchases on the Platform and make payments for the same on a deferred basis in accordance with the terms and conditions agreed between such Lending Partner and the Buyer (“Facility”). Prior to providing the Facility, Lending Partner and its co-lender may (in its discretion) conduct credit approval and background checks for the Buyer.
• Provision of the Facility is at the discretion of the Lending Partner, and Lending Partner reserves the right to reject (exercisable in its discretion) the Facility to a Buyer, with or without any notice or reason and without any liability.
• Ayro has no role to play pertaining to the offering of the Facility or the terns on which the Facility is provided by the Lending Partner and its co-lender, including but not limited to its issuance, approval, extension, pre-closure or closure of the Facility and such matters are solely determined by the Lending Partner.
• As a pre-requisite to avail the Facility, a Buyer must have a valid Account on the Platform, a PAN (permanent account number) card, and an officially valid document as address proof. The Buyer must also have a bank account with one of the specified banks in India. The Lending Partner may specify the banks for this purpose from time to time, which will be listed on Lending Partner's website.
• In order to avail the Facility, the Buyer must enter into a loan agreement with the Lending Partner and its co-lender, if any (“Loan Agreement”) as an essential pre-condition, in the form notified by the Lending Partner. You may also be required to make a pre-payment to the Lending Partner towards the Facility extended by the Lending Partner.
• Rio Credit can only be used for purchases on the Platform if the Buyer has sufficient balance / limit available under the Facility granted by the Lending Partner.
• The amount of the Facility may be modified and the Facility may be cancelled by the Lending Partner in its sole discretion, and without assigning any reason and without any liability. Ayro has no role in this regard.
• Repayment of the Facility is governed by the terms notified by the Lending Partner from time to time. Ayro and its Lending Partners may make various modes and mediums available for repayment of the Facility, which may be made using the Platform and/or other mechanism, as made available.
• Availing the Facility is governed by the terms and conditions prescribed by the Lending Partner mentioned below and any other terms that the Lending Partner may notify from time to time.
• By using Rio Credit, by availing the Facility, each Buyer hereby fully and unconditionally releases and completely discharges Ayro and its affiliates against any claims (howsoever arising) in respect of availing of the Facility, and all such claims (if any) will lie only against the Lending Partner
• If a Buyer consents for Lending Partner and its co-lender, if any, to collect any data / information from Ayro, such Buyer consents for and permits Ayro to share with Lending Partner, the data / information (so requested by the Lending Partner) of such Buyer in possession of Ayro, which was collected from the said Buyer by Ayro in respect of the Buyer's KYC for other products offered by Ayro or may be specifically collected by Ayro for the purposes of facilitating the Facility.
• The Buyers also agree and acknowledge that Ayro and its affiliates will not be liable or responsible for any claim on account of availability or non-availability of Rio Credit facility on the Platform.
• Ayro reserves the right to cease to make Rio Credit available as a payment option, at any time without prior notice and without any liability.
• By using Rio Credit, by availing the Facility, the Buyer acknowledges that Ayro and its Lending Partner and co-lender, if any, may use the Buyer's data in connection with the Facility, including without limitation for processing and activation of the Facility. In this regard, the Buyer agrees and consents for Ayro to share the information or data pertaining to the Buyer with Lending Partner and its co-lender, if any.
• The Buyers agree that Ayro and its affiliates will not be liable for any losses or damages suffered by the Buyers on account of use of Rio Credit or the Facility, including as a result of any fraud in connection with such use.
• If an order for which payment has been made using the Buy Now Pay Later facility is cancelled, any refund to the Buyers will be undertaken directly with the Seller and the cancellation of the Facility will be undertaken by the Lending Partner. The Buyers hereby agree and acknowledge that Ayro has no role in this regard and that Ayro will not be liable or responsible for any claim on this account.
• Ayro will not be held liable for any dispute arising out of or in connection with use of the Rio Credit payment option or the Facility.
• You authorize Ayro and/or its Lending Partner and co-lender, if any, to communicate with You, through any mode including but not limited to by emails or SMS or notifications on websites / mobile applications or any other mode, in connection with use of Rio Credit or the Facility. You acknowledge that the Lending Partner and its co-lender, if any, may communicate with you through IVR or telephonically or any other mode.
• The detailed terms and conditions including the charges, tenure of the Facility, rate of interest etc. will be communicated to the Buyers at time of availing the Facility by the Lending Partner.
• Please contact the Lending Partners for any queries in relation to the Facility or Ayro for any queries in relation to availability of Rio Credit.