Terms and Conditions

Grosale India Pvt Ltd, a company incorporated under the Companies Act, 2013 with its registered office at C/O Anjan Bhadra, Near Shalgarah HS School, Shalgarah, Udaipur, South Tripura, Tripura 799114. The domain name www.grosale.in is owned by the Company.

It is strongly recommended that you read and understand these ‘Terms of Use/ Terms and Conditions’ carefully, as by accessing this site or any of Grosale’s or it’s brand mobile applications (hereinafter the “Platform”), you agree to be bound by the same and acknowledge that it constitutes an agreement between you and the Company (hereinafter the “User Agreement”). If you do not agree with this User Agreement, you should not use or access the Platform for any purpose whatsoever.

This document is published in accordance with the provisions of Rule 3 of the Information Technology (Intermediaries Guidelines) Rules, 2011. The User Agreement may be updated from time to time by the Company without notice. It is therefore strongly recommended that you review the User Agreement, as available on the Platform, each time you access and/or use the Platform.

The terms ‘visitor(s)’, ‘user(s)’, Customer(s), Consumer(s), ‘you’ hereunder refer to the person visiting, accessing, browsing through and/or using the Platform at any point in time.

Should you have any clarifications regarding the Terms of Use, please do not hesitate to contact us at help@grosale.in

1. User Terms

You shall be permitted to access the Platform, avail the Grosale Services and connect with Merchants and Delivery Partners on the Platform only upon creating an Account (as defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, Grosale Services is subject to Your continued registration on the Platform. You will be required to enter Your personal information including your name, contact details, valid phone number while registering on the Platform.

Grosale shall have the right to display the information, feedback, ratings, reviews etc. provided by You on the Platform. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Grosale of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Grosale has not independently verified the information provided by You. Grosale shall in no way be responsible or liable for the accuracy or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, not current or incomplete, or Grosale has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Grosale reserves the right to suspend or terminate Your Account.

2. Grosale Services:

a. The Platform provides You with the following services:

It allows You to connect with Merchants and Delivery Partners;
It allows You to view the items/services ("Items") listed on the Platform by the Tied Up Merchants;
It allows You to purchase Item(s) from the Tied Up Merchants listed on the Platform and allows You to get the Items delivered to You through Delivery Partners;
It allows You to give ratings, write comments and reviews about Delivery Partners and Merchants;
It facilitates improvement in the quality of the services provided by Grosale on the Platform based on User ratings, reviews and feedbacks provided on the Platform.

b. Grosale may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or alienate any of the Grosale Services listed above from time to time. Grosale does not provide any guarantee to You that the Grosale Services will be made available to You at all times.

c. You hereby agree and acknowledge that Grosale is only a facilitator between You, the Merchants and Delivery Partners (as the case maybe) and Grosale only provides You with access to the Platform to connect with Merchants and Delivery Partners for You to initiate transactions on the Platform. You hereby agree and acknowledge that Grosale will not be a party to any of the transactions that are initiated by You through the Platform and Grosale shall not be liable in any manner or incur any liability with respect to the services performed by the Merchants or the Delivery Partners, as the case may be. Further, You hereby agree and acknowledge that Grosale shall not be liable for the conduct, acts and omissions of the Merchants (including their employees and consultants) and Delivery Partners in the course of providing their services to You, or for any loss or damage to the Item or otherwise caused to You as a consequence of or in relation to the services being provided to You by the Merchants or the Delivery Partner, as the case may be.

d. You shall be eligible to avail the Grosale Services as per applicable laws. If You are purchasing any medicinal product, using the Platform, for which You are required to have a valid prescription from a medical practitioner, You shall, ensure that physician, as far as possible, prescribe drugs with generic names and he / she shall ensure that there is a clear prescription and will upload the same on the Platform, while initiating a transaction with respect to the same on the Platform. Failure to do the same, shall result in cancellation of the transaction. Only upon verification of the medical prescription, will You be able to avail the Grosale Services for purchasing the required medicines.

e. You shall not initiate any transaction for any Item on the Platform which is illegal, immoral, unethical, unlawful, unsafe, contains harmful substance and is in violation of this Terms of Use and applicable laws. You specifically agree that You shall not initiate any transaction on the Platform for the purchase or delivery of any alcoholic beverages, narcotic drug or psychotropic substance, etc. Further, You hereby acknowledge and agree that Grosale shall not be liable for any indirect, direct damage or loss, cost, expense incurred by You in relation to the transactions initiated by You on the Platform.

f. Grosale does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Grosale shall have no liability with respect to the same.

g. You hereby acknowledge that Grosale shall not be liable for any damages of any kind arising from Your use of the Grosale Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

h. Grosale shall be entitled at any time without giving any reason terminate Your request for any Grosale Service.

i. You hereby agree that Grosale shall not be liable for any conduct or misbehavior or actions of Delivery Partner with respect to any transactions initiated on the Platform. Further, You agree that Grosale has no control over the Items provided to You by the Merchants and therefore, Grosale shall not incur any liability with respect to such Items. However, keeping in mind the interests of the Users, We have informed our Merchants to ensure that Items are packaged properly to avoid any form of spillage or damage to the Item or any issues related to packaging.

j. Grosale shall use Your location based information that is captured by Grosale through global positioning system when You are using Your mobile device to request a Grosale Service on its mobile app. Such location based information shall be used by Grosale only to facilitate and improve the Grosale Services being offered to You.

k. You understand and acknowledge that Grosale by itself does not sell or provide any such Items. Grosale is not responsible for the quality, merchantability or fitness of such Items. Accordingly, in the event of any grievances arising from the transaction initiated by You on the Platform pertaining to purchase or sale of any product from any Merchant, You may contact Grosale support for routing. your grievances to the Merchant through the Platform.

l. You hereby acknowledge that if You have any complaint with respect to the Grosale Services, You will first inform Grosale in writing within 24 (twenty four) hours of using such Grosale Services.

3. Payment Terms:

a. All payments made against the purchases/services on the Platform by you shall be compulsorily in Indian Rupees acceptable in the Republic of India. The Platform will not facilitate transactions with respect to any other form of currency with respect to the purchases made on Platform. You can pay by (i) credit card or debit card or net banking; (ii) any other RBI approved payment method at the time of booking an order; or (iii) credit or debit card or cash at the time of delivery. You understand, accept and agree that the payment facility provided by Grosale is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, receiving payment on delivery, collection and remittance facility for the transactions on the Platform using the existing authorized banking infrastructure and credit card payment gateway networks. Further, by providing payment facility, Grosale is neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction or the transaction price.

b. Delivery Services: While availing Delivery Service, You shall pay the purchase price of the Item through the Platform, as may be communicated to You by the Delivery Partner on behalf of the Non- Tied up Merchant. Only upon processing such agreed amount via Platform, shall the Delivery Partner purchase the Item on Your behalf.

c. You agree that Grosale may use certain third-party vendors and service providers, including payment gateways, to process the payments made by You on the Platform.

d. You acknowledge and agree that we act as the Merchant’s payment agent for the limited purpose of accepting payments from you on behalf of the Merchant. Upon your payment of amounts to us, which are due to the Merchant, your payment obligation to the Merchant for such amounts is completed, and we are responsible for remitting such amounts, to the Merchant. You shall not, unless for Cash on delivery orders, make any payment directly to the Merchant for Order bookings made using the Platform.

e. The prices reflected on the Platform are determined solely by the Merchant and are listed based on Merchant’s information. Very rarely, prices may change at the time of placing order due to Merchant’s product pricing changing and such change of price are at the sole discretion of the Merchant attributing to various factors beyond control.

f. Disclaimer: Prices on any product(s) as is reflected on the Platform may due to some technical issue, typographical error or product information supplied by Merchant be incorrectly reflected and in such an event Merchant or Grosale may cancel such your order(s).

g. The Merchant shall be solely responsible for any warrantee/guarantee of the products sold to the customers and in no event shall be the responsibility of Grosale.

4. Cancellation and Refund

a. Grosale shall confirm and initiate the execution of the transaction initiated by Users upon receiving confirmation from Users for the same. If Users wish to cancel a transaction on the Platform, they shall select the cancel option on the Platform. It is to be noted that Users may have to pay a cancellation fee for transactions initiated on the Platform for which work has already been commenced by the Delivery Partner or the Merchant, as the case may be.

b. Grosale may cancel transactions initiated by Users on the Platform, on the instructions of the Merchants/Delivery Partners, if :

1. The designated address provided by Users is outside the service zone of Grosale.
2. There is no User response via phone or any other communication channel at the time of confirmation of the order booking.
3. The transaction involves supply/delivery/purchase of any material good that is illegal, offensive or violative of the Terms of Use.
4. The User is not physically present or is unreachable once the Delivery Partner reaches the designated delivery location, for a period in excess of fifteen (15) minutes.
5. Information, instructions and authorisations provided by Users are not complete or sufficient to execute the transaction.
6. If a Delivery Partner is not available to perform the services.
7. If the transaction cannot be completed for reasons not in control of Grosale.
c. Users shall only be able to claim refunds for transactions initiated if they have already pre-paid the fees with respect to such transaction. Subject to relevant Grosale's refund policy and in accordance therein, Users shall be eligible to get the refund in the following circumstances:
- The package has been tampered or damaged at the time of delivery, as determined by Grosale basis the parameters established by Grosale in its sole discretion.
- If the wrong Item has been delivered to Users, which does not match with the Item for which the Users had initiated a transaction on the Platform, provided however, that such change in Item was not previously communicated to the User.
d. All decisions with respect to refunds will be at the sole discretion of Grosale and in accordance with Grosale's internal refund policy and the same shall be final and binding. All refunds initiated by Grosale shall be refunded to the financial source account from which Users have initiated the transaction on the Platform.

5. Grosale Express Services

i. As a part of the Grosale Services, Grosale also gives You an option to avail the Grosale Express Service being provided by the Delivery Partners.

ii. You agree that You shall not request for a Pick and Drop Services for Items which are illegal, hazardous, dangerous, or otherwise restricted or constitute Items that are prohibited by any statute or law or regulation or the provisions of this Terms of Use.

6. General Terms of Use

a. Eligibility:

Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use/access the Platform.

However, if you are a minor, i.e. under the age of 18 years, you may use/access the platform under the supervision of an adult parent or legal guardian who agrees to be bound by these Terms of Use. You are however prohibited (even under provision) from purchasing any product(s) which is for adult consumption, the sale of which to minors is prohibited.

The platform is intended to be a platform for consumers desirous of purchasing product(s) for domestic self-consumption. If you are a retailer, institution, wholesaler or any other business user, you are not eligible to use the platform to purchase products from third-party sellers, who have been granted access to the platform to display and offer their products for sale through the platform.

The Company, in its sole discretion and without liability, reserves the right to terminate or refuse your registration, or refuse to permit use/access to the platform, if: (i) it is discovered or brought to notice that you do not conform to the eligibility criteria, or (ii) the Company has reason to believe (including through evaluating usage patterns) that the eligibility criteria is not met/is violated by a user, or (iii) may breach the terms of this User Agreement.

b. License & Access

The Company grants you a limited sub-license to access and make personal use of the platform, but not to download (other than page caching) or modify it, or any portion of it, except with express prior written consent of the Company. Such limited sublicense does not include/permit any resale or commercial use of the platform or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the platform or its contents; any downloading or copying of information for the benefit of another third party; or any use of data mining, robots, or similar data gathering and extraction tools. The platform or any portion of the platform may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express prior written consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the platform or of the Company and/or its affiliates without the express prior written consent of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks without the express prior written consent of the Company. You shall not attempt to gain unauthorized access to any portion or feature of the platform, or any other systems or networks connected to the platform or to any server, computer, network, or to any of the services offered on or through the platform, by hacking, ‘password mining’ or any other illegitimate means.

You hereby agree and undertake not to host, display, upload, modify, publish, transmit, update or share any information:

belongs to another person and to which you do not have any right;
is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
harms minors in any way;
infringes any patent, trademark, copyright or another proprietary/intellectual property rights; v. violates any law for the time being in force;
deceives or misleads the addressee about the origin of such messages communicates any information which is grossly offensive or menacing in nature;
impersonates another person;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
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 cognizable offense or prevents investigation of any offense or is insulting any other nation;
is misleading or known to be false in any way.
any unauthorized use shall automatically terminate the permission or sub-license granted by the Company.

c. Pricing

The Company aims to ensure that prices of all products offered for sale are true and correct. However, from time to time, the prices of certain products may not be current or may be inaccurate on account of technical issues, typographical errors or incorrect product information provided to the Company by third-party seller. In each such case, notwithstanding anything to the contrary, the Company reserves the right to cancel the order without any further liability

Subject to the foregoing, the price mentioned at the time of ordering a product shall be the price charged at the time of delivery, provided that no product offered for sale on the Platform will be sold at a price higher than its MRP (Maximum Retail Price).

d. Disputes

Grosale is indemnified from any claim of personal loss, physical damage, gross negligence or willful misconduct arising out of any activity or accident affiliated with this Agreement. Member shall reimburse Grosale for any costs, including but not limited to, reasonable attorney’s fees incurred in defense against any such claim. In no event should Grosale be liable to Member for any damages which have occurred through no fault of their own.

e. Indemnification

You agree to defend, indemnify and hold harmless Grosale, its subsidiaries, affiliates, subcontractors, officers, directors, employees, consultants, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees and costs) arising from:

Your use of and access to our Platforms in a manner except as permitted herein;
Your violation of any of these Terms or any applicable law;
Your violation of any third party right, including without limitation any copyright, property, or privacy right; or
This indemnification obligation will survive the termination of Your account or use of services and the App.

f. Governing Law

The laws of India will govern these Terms and Conditions and the same shall be subject to the exclusive jurisdiction of the courts at the location at which the relevant centre is located. The Members agrees and accepts that it shall not raise any disputes in respect to the Terms and Conditions in any other courts except such courts that are located in the relevant centre is located.

Any dispute or difference whatsoever arising between the parties arising out of or in relating to the construction, scope, operation or effect of these Terms and Conditions, including any question regarding their existence, validity or termination, shall be settled by negotiation in the first instance, and if that fails, it will be referred to and settled by arbitration in Agartala in accordance with the Indian Arbitration and Conciliation Act, 1996 and the award made in pursuance, thereof ,shall be binding on the parties. The number of arbitrators shall be one and he / she will be approved by mutual consent. The language of the arbitration shall be in English.

g. DISCLAIMER

THE PLATFORM MAY BE UNDER CONSTANT UPGRADES, AND SOME FUNCTIONS AND FEATURES MAY NOT BE FULLY OPERATIONAL.

DUE TO THE VAGARIES THAT CAN OCCUR IN THE ELECTRONIC DISTRIBUTION OF INFORMATION AND DUE TO THE LIMITATIONS INHERENT IN PROVIDING INFORMATION OBTAINED FROM MULTIPLE SOURCES, THERE MAY BE DELAYS, OMISSIONS, OR INACCURACIES IN THE CONTENT PROVIDED ON THE PLATFORM OR DELAY OR ERRORS IN FUNCTIONALITY OF THE PLATFORM. AS A RESULT, WE DO NOT REPRESENT THAT THE INFORMATION POSTED IS CORRECT IN EVERY CASE.

WE EXPRESSLY DISCLAIM ALL LIABILITIES THAT MAY ARISE AS A CONSEQUENCE OF ANY UNAUTHORIZED USE OF CREDIT/ DEBIT CARDS.

YOU ACKNOWLEDGE THAT THIRD PARTY SERVICES ARE AVAILABLE ON THE PLATFORM. WE MAY HAVE FORMED PARTNERSHIPS OR ALLIANCES WITH SOME OF THESE THIRD PARTIES FROM TIME TO TIME IN ORDER TO FACILITATE THE PROVISION OF CERTAIN SERVICES TO YOU. HOWEVER, YOU ACKNOWLEDGE AND AGREE THAT AT NO TIME ARE WE MAKING ANY REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY’S SERVICES NOR WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENCES OR CLAIMS ARISING FROM OR IN CONNECTION WITH SUCH THIRD PARTY INCLUDING, AND NOT LIMITED TO, ANY LIABILITY OR RESPONSIBILITY FOR, DEATH, INJURY OR IMPAIRMENT EXPERIENCED BY YOU OR ANY THIRD PARTY. YOU HEREBY DISCLAIM AND WAIVE ANY RIGHTS AND CLAIMS YOU MAY HAVE AGAINST US WITH RESPECT TO THIRD PARTY’S / MERCHANTS SERVICES.

Grosale DISCLAIMS AND ALL LIABILITY THAT MAY ARISE DUE TO ANY VIOLATION OF THE FOOD SAFETY AND STANDARDS ACT, 2006 AND APPLICABLE RULES AND REGULATIONS MADE THEREUNDER AND SUCH LIABILITY SHALL BE ATTRIBUTABLE TO THE MERCHANT.

THE INFORMATION PROVIDED HEREUNDER IS PROVIDED “AS IS”. WE AND / OR OUR EMPLOYEES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE TIMELINESS, CONTENT, SEQUENCE, ACCURACY, EFFECTIVENESS OR COMPLETENESS OF ANY INFORMATION OR DATA FURNISHED HEREUNDER OR THAT THE INFORMATION OR DATA PROVIDED HEREUNDER MAY BE RELIED UPON. MULTIPLE RESPONSES MAY USUALLY BE MADE AVAILABLE FROM DIFFERENT SOURCES AND IT IS LEFT TO THE JUDGEMENT OF USERS BASED ON THEIR SPECIFIC CIRCUMSTANCES TO USE, ADAPT, MODIFY OR ALTER SUGGESTIONS OR USE THEM IN CONJUNCTION WITH ANY OTHER SOURCES THEY MAY HAVE, THEREBY ABSOLVING US AS WELL AS OUR CONSULTANTS, BUSINESS ASSOCIATES, AFFILIATES, BUSINESS PARTNERS AND EMPLOYEES FROM ANY KIND OF PROFESSIONAL LIABILITY.

WE SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSSES OR INJURY ARISING OUT OF OR RELATING TO THE INFORMATION PROVIDED ON THE PLATFORM. IN NO EVENT WILL WE OR OUR EMPLOYEES, AFFILIATES, AUTHORS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN BY YOUR RELIANCE ON THE CONTENT CONTAINED HEREIN.

IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH, AND DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), RESULTING FROM ANY SERVICES PROVIDED BY ANY THIRD PARTY OR MERCHANT ACCESSED THROUGH THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

h. Intellectual Property

We are either the owner of intellectual property rights or have the non-exclusive, worldwide, perpetual, irrevocable, royalty free, sub-licensable (through multiple tiers) right to exercise the intellectual property, in the Platform, and in the material published on it.
You may print off one copy, and may download extracts, of any page(s) from the Platform for your personal reference and you may draw the attention of others within your organisation to material available on the Platform.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
You must not use any part of the materials on the Platform for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of the Platform in breach of these Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

i. Third Party Content

We cannot and will not assure that other users are or will be complying with the foregoing rules or any other provisions of these Terms of Use, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

You acknowledge that when you access a link that leaves the Platform, the site you will enter into is not controlled by us and different terms of use and privacy policy may apply. By assessing links to other sites, you acknowledge that we are not responsible for those sites. We reserve the right to disable links to and / or from third-party sites to the Platform, although we are under no obligation to do so.

j. IP Notice

If You believe the Platform violates Your intellectual property, You must promptly notify Grosale in writing at rahul@grosale.in . These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform.

You are required to provide the following details in Your notice:

the intellectual property that You believe is being infringed;
the item that You think is infringing and include sufficient information about where the material is located on the Platform;
a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;
Your contact details, such as Your address, telephone number, and/or email;
a statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and
Your physical or electronic signature.

(Note: Grosale does not and cannot verify that Merchants have the right or ability to sell or distribute their listed products. However, Grosale is committed ensure that item listings do not infringe upon intellectual property rights of third parties once an authorized representative of the rights owner properly reports them to Grosale.)

Merchant Terms

1. SCOPE OF SERVICE

1.1 During the Term (as defined below), Merchant shall be able to list its products on the Company’s Platform and avail Company’s Services in return for a consideration, payable by way of Commission in a manner as provided in Clause 2;

1.2 During the Term, Merchant shall be responsible for uploading the product description, product specifications, and minimum retail price (“Product Details”) on the Platform;

1.3 All such Product Details shall be subject to Company’s approval and the Company reserves the right to reject any Product Details if found inconsistent with its internal policies and/or provisions of the Applicable Law;

1.4 Merchant shall ensure that the Products listed on the Platform are describing actual condition of the Products and the Product Details are not misleading. Merchant further warrants that it is a duly authorized seller/reseller of the Products listed on the Platform and has obtained necessary permits and licenses under the Applicable Law. Merchant shall be responsible to exercise due diligence to ensure that the Products are authentic, authorized for sale, not illegal, counterfeit, stolen, or misbranded;

1.5 Company may provide to the Merchant, or any person nominated by him from his store, a one-time training and support to help Merchants in understanding the use of Platform interface and tools. During such training, Merchant shall be responsible for managing its account with the Company and the Company’s role shall be limited to providing training and support.

Customer may cancel the order within 5 (Five) minutes of placing the order on the Platform. However, where the customer writes to the Company for return and refund of the amount after the cancellation time is over, or at the time of the delivery of the Product, and if the Company, at its sole discretion, finds that genuine reason exists, then the Company may refund whole or any part of the amount and in such event the Merchant shall comply with such return and refund request.

2. PAYMENT

2.1 In consideration for rendering Services to the Merchant, Merchant agrees to pay to the Company a commission (% of net sales per order) that can either be a i) flat commission on sale of Products; or a ii) Variable Commission which shall vary on each category of Products. Commission payable under this Agreement is set out in Appendix-A to this Agreement;

2.2 All payments received from the customers shall be disbursed in Merchant’s Designated Bank Account (as provided in Appendix-A) by electronic funds transfer or similar method after deduction of the following:

a. A commission as per Appendix-A;

b. Payment Gateway fee, if applicable;

c. Applicable taxes;

d. Any other charges that are due to the Company

2.3 All such commission will be disbursed and credited in the Designated Bank Account of the Merchant within 2(Two) Business Days from the date of receipt of the requisite amount from the customers and within the settlement time chosen by the Merchant and as set out in Appendix-A.

2.4 Merchant will have to, using the Merchant application, make a “Withdrawal Request” to enable the Company to initiate disbursement of amount mentioned in clause 2.2.

3. TERM AND TERMINATION

3.1 This Agreement shall come into effect on Effective Date and shall continue for a period of 1(one) year. Upon expiry of the Term, the Agreement shall automatically renew for the same period on the same terms and conditions as contained herein unless expressly agreed otherwise. In the event the Merchant does not wish to automatically renew the Term for an additional period, the Merchant shall provide the Company a written notice of 30 (Thirty) days prior to the expiry of the Term;

3.2 Either party may terminate this Agreement by providing an advance written notice of 30 days to the other Party. Either Party shall have the right to terminate this Agreement forthwith without providing advance written notice upon the occurrence of breach of any of the provisions of this Agreement by the other party;

3.3 Nothing contained in this clause shall absolve the Parties from all the outstanding obligations that the Parties have towards each other and such outstanding obligations.

4. CONFIDENTIAL INFORMATION

4.1 In the event that confidential information is exchanged, each party will protect and safeguard the confidential information of the other in the same manner in which it protects its own equivalent confidential, and trade secret information, but in no event less than a reasonable degree of care;

4.2 As used herein, the term “Confidential Information” shall include, without limitation, all information designated by either party as confidential including all information or data concerning or related to general business operations including sales costs, profits, pricing methods, commission structure, formal contractual communications, strategies, marketing methods, lists of other company, organization and employee lists, and any information obtained through access to any systems (including computers, networks, Platforms codes, voice mail, etc.) which, if not otherwise described above, is of such nature that a reasonable person would believe it to be confidential. Such information shall be deemed Confidential Information subject to the provisions of this Agreement.

5. INTELLECTUAL PROPERTY RIGHT

5.1 You acknowledges that nothing contained in this Agreement transfers to you any right, title or proprietary interest, or any proprietary information in the Intellectual Property of the Company (including without limitation any trademarks, service marks, trade names, or logos (“Marks”), trade secrets, know-how, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs;

5.2 You agree that you shall not acquire any right whatsoever through use in commerce in the Intellectual Property Rights of the Company on account of permitted use in terms of the above and all such rights pertaining to use and title of all Intellectual Property Rights shall exclusively vest with the Company.

6. LICENSE FOR MERCHANT’S CONTENT

The Merchant will be uploading the Product Details on the Company’s Platform and for the said purpose, Merchant grants a limited, non-exclusive, royalty free, perpetual license and authorizes Company to:

a. Use, reproduce, publish, transmit, distribute, display, modify, commercially exploit Merchant’s Mark (whether registered or not) and all the content in relation to Merchant’s Products uploaded on the Platform;

b. List, advertise/display, on Merchant’s behalf, Products on the Platform based on the preference Merchant have opted and in the manner Company deems fit;

c. Promote Products on the Platform, social media platforms, and other third party Platforms;

d. Provide information through the Platform to the customers in relation to Merchant Products;

e. Provide detailed description of Merchant’s products, price, and/or any other applicable terms on the Platform;

f. Access and process information relating the status of the order that the customer has placed with you through the Platform;

g. Provide ratings to your products based on customer reviews and feedbacks;

h. Operating customer help desk (at sole discretion of the Company) for handling inquiries, orders, complaints, and grievances if any;

7. DISCLAIMER

7.1 All the terms relating to Product Details any other terms offered by the Merchant are agreed upon between the Merchant and the customers alone. Company does not determine, advice, have any control, or in any way involve itself in the offering or accepting terms between the Merchant and the Customer

7.2 Company does not make any representation or warranty regarding the features and quality of the Product listed/offered/sold on the Platform nor does it support or endorse the sale of any Products listed on the Platform. Company accepts no liability for any omission/errors of the Merchants or third-parties in relation to the products so listed/offered/sold;

7.3 Company shall not be responsible for any breach of any terms and conditions/contract between the Merchant and customer(s). Company further doesn’t guarantee conclusion of contract and performance of transaction thereunder through the Platform. In the event of any disputes between the Merchant and customer(s), Company shall not be required to settle the disputes in any manner whatsoever;

7.4 Company does not take possession, gain title, or have any rights over any Products offered by the Merchant through the Platform. At no point does the Company hold any right/title/interest in the Products and Product Details. Company is not responsible for any delayed/unsatisfactory/damaged delivery of Products or for infringement of intellectual property rights of third-parties.

8. INDEMNIFICATION

8.1 Merchant agrees to indemnify, defend and hold harmless the Company, its subsidiaries, affiliates, contractors, agents and their directors, officers, employees (herein after individually and collectively referred to as "Indemnified Parties") from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified Parties that arise out of, result from, or in connection with (i) Merchant’s breach of the Agreement(s); or (ii) any claims made by the Customer, or iii) any third-party due to, or arising out of, or in connection with Merchant’s use of the Platform;

9. GOVERNING LAW AND JURISDICTION

9.1 The laws of India will govern these Terms and Conditions and the same shall be subject to the exclusive jurisdiction of the courts at the location at which the relevant centre is located. The Members agrees and accepts that it shall not raise any disputes in respect to the Terms and Conditions in any other courts except such courts that are located in the relevant centre is located.

9.2 Any dispute or difference whatsoever arising between the parties arising out of or in relating to the construction, scope, operation or effect of these Terms and Conditions, including any question regarding their existence, validity or termination, shall be settled by negotiation in the first instance, and if that fails, it will be referred to and settled by arbitration in Agartala in accordance with the Indian Arbitration and Conciliation Act, 1996 and the award made in pursuance, thereof ,shall be binding on the parties. The number of arbitrators shall be one and he / she will be approved by mutual consent. The language of the arbitration shall be in English.

10. COMMUNICATION AND NOTICES

Any notice or request required to be given or made under this Agreement to the Parties shall be given in writing. Such notice or request shall be deemed to have been duly given or made if the same is in writing and sent by e-mail or by hand delivery (a written acknowledgement in receipt thereof shall be sufficient evidence that the notice or other information has been duly given) or by registered post or by a recognized courier to the address of the relevant Party (if the same is not returned to the sender as undelivered, the notice shall be deemed to have been given, seven days after the envelope containing it was so posted).The address and other details of the Parties for the purpose of communication, unless otherwise notified in writing to the other Parties shall be as follows:

For the Company:

Name	Email Id	Address

For the Merchant:

Name	Email Id	Address

11. Waiver

The failure, with or without intent, of any Party hereto to insist upon the performance by the other Party, of any term or stipulation of this Agreement, shall not be treated as, or be deemed to constitute, a modification of any terms or stipulations of this Agreement. Nor shall such failure or election be deemed to constitute a waiver of the right of such Party, at any time whatsoever thereafter, to insist upon performance by the other, strictly in accordance with any terms or provisions hereof.

Appendix-A

Sr. No.	Particulars	Details
1.	Merchant Name
2.	Effective Date
3.	Commission
4.	Bank Details
5.	Payment Gateway Charges
6.	Settlement Time
7.	Applicable Law

Contact Us

Please contact us for any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Platform.

Grosale India Pvt Ltd

Reg Office: Near Shalgarah HS School, Shalgarah, Udaipur, South Tripura, Tripura 799114.

Phone: 0381 – 7969302

Eamil - help@grosale.in