Terms & Conditions

Please read these terms and conditions carefully, as they set out our and your legal rights and obligations in relation our TC eCommerce platform and services.

Affiliate

means an entity that Controls, is controlled by, or is under common Control with the relevant entity;

Agreement

means the agreement between the Provider and the Customer for the provision of the Platform as a service, incorporating these terms and conditions (including the Schedules) and the Statement of Services, and any amendments to the Agreement from time to time;

Business Day

means any week day, other than a bank or public holiday in England.

Business Hours

means between 10:00 and 20:00 IST on a Business Day.

Charges

means the amounts payable by the Customer to the Provider under or in relation to the Agreement (as set out in Schedule 2);

Control

means the legal power to control (directly or indirectly) the means the customer specified in the Statement of Services;

Product Availability

Although availability may be indicated on our site, we cannot guarantee product availability or immediate delivery. We reserve the right, without liability or prior notice to revise, discontinue, or cease to make available any or all products or to cancel any order.

Customer Confidential Information

any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential; the financial terms and conditions of the Agreement; and the Customer Materials

Customer Materials

" all works and materials: uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer's account; and otherwise provided by the Customer to the Provider in connection with the Agreement;

Defect

means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of: an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents, suppliers or sub-contractors; or an incompatibility between the Platform and any other system, application, program or software not specified as compatible in the Statement of

Services

Documentation

" means the documentation produced by the Provider and made available on the Platform to the Customer specifying how the Platform should be used

Effective Date

means the date that the Agreement comes into force as specified in Clause 2

Force Majeure Event

means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.

Intellectual Property Rights

means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs

Minimum Term

means the period specified as such in the Statement of Services.

Permitted Purpose

" means the use of the Platform by the Customer to manage its product inventory (and CRM data if required)

Personal Data

has the meaning given to it in the Data Protection Act 2019 (PDP Bill).

Platform

” means the software platform known as TC eCommerce that is owned and operated by the Provider, and that will be made available to the Customer as a service via the internet under the Agreement

Provider

means TC eCommerce Limited, a company powered by TechCarrel LLP incorporated in India, Madhya Pradesh, Gwalior (registration AAT-2587)

Schedule

means a schedule attached to the Agreement

Services

means all the services provided or to be provided by the Provider to the Customer under the Agreement, including the Support Services

Statement of Services

means the document made available by the Provider to the Customer during the order process that specifies the identity of the Customer, and other matters relating to the Agreement

Support Services

means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Schedule.

Term

means the term of the Agreement; and

Upgrades

” means new versions of, and updates to, the Platform, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform or the terms and conditions as per the requirement.





Agreement & Term

No contract will come into force between the Provider and the Customer unless and until the Provider accepts the Customer's order in accordance with the procedure detailed in this Clause 2.

In order to enter into the Agreement, the Customer must take the following steps:

(i) the Customer must decide which Plan (and Extras if required) to select from the Pricing menu

(ii) the Customer must then place its order with the Provider.

(iii) the Provider will then draw up a TC eCommerce sales order which gives details of the services to be provided and the amounts payable by the Customer.

(iv) the Customer will then confirm its acceptance of the TC eCommerce sales order including its terms and conditions.

(v) the Customer will then make the payment to the provider

(vi) once the payment has been received by the Provider the Customer will be given access to the Platform after the setup is completed for the customer to use. (at which point the Agreement will come into force).

Once in force, the Agreement will continue in force for the Minimum Term and indefinitely thereafter, unless terminated earlier in accordance with Clause 13.

The Platform

The Provider will make available the Platform to the Customer by setting up an account for the Customer on the Platform, and providing to the Customer login details for that account as soon as practicable following the Effective Date.

Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, the Provider hereby grants to the Customer a non-exclusive license to use the Platform for the Permitted Purpose via any standard web browser in accordance with the Documentation during the Term.

The license granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations.

the Platform may only be used by the customer only identified in the Statement of Services, providing the customer mentions a substitute will have to be notified and updated with the procedure set out therein

the Platform must not be used by any undefined personnel apart from the substitute authorized by the customer

the Customer must not sub-license its right to access and use the Platform or allow any unauthorized person to access or use the Platform;

the Customer must not frame or otherwise re-publish or re-distribute the Platform

the Customer must not alter or adapt or edit the Platform save as expressly permitted by the Documentation

The customer should comply to all of the clauses in adherence to use the platform (TC eCommerce)

All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of the Provider.

The Customer shall use all reasonable endeavors to ensure that no unauthorized person will or could access the Platform using the Customer's account.

The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.

The Customer must not use the Platform:

1.In any way that is unlawful, illegal, fraudulent or harmful.

2.in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

Support Services & Upgrades

During the Term the Provider will provide the Support Services to the Customer, and may apply Upgrades to the Platform, in accordance with the service level agreement set out in Schedule

The Customer warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:

1.breach any laws, statutes, regulations or legally-binding codes

2.infringe any person's Intellectual Property Rights or other legal rights

3.give rise to any cause of action against the Provider or the Customer or any third party, in each case in India and under Indian Law.

Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this Clause 5, the Provider may.

1.delete or amend the relevant Customer Materials; and/or

2.suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.

Any breach by the Customer of this Clause 5 will be deemed to be a material breach of the Agreement for the purposes of Clause

The Provider shall ensure that the Customer Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials of other customers of the Provider.

Charges

The Provider will issue invoices for the Charges to the Customer in accordance with the provisions of Schedule 2.

The Customer will pay the Charges to the Provider within 30 days of the date of issue of an invoice issued in accordance with Clause 6.1.

All Charges stated in or in relation to the Agreement are stated inclusive of TAX, unless the context requires otherwise. TAX will be payable by the Customer to the Provider in addition to the principal amounts.

All Charges must be paid by direct debit.

If the Customer does not pay any amount properly due to the Provider under or in connection with the Agreement, the Provider may:

Provide has the rights to bring down the website of the customer, and in order for the customer to get the website live again, the customer will have to pay the set-up fee again to the provider.

The Provider may suspend access to the Platform and the provision of the Services if any amounts due to be paid by the Customer to the Provider exceeds 45 days.

Warranties

The Customer warrants and represents to the Provider that it has the legal right and authority to enter into and perform its obligations under the Agreement.

The Provider warrants and represents to the Customer:

1.that it has the legal right and authority to enter into and perform its obligations under the Agreement

2.that it will perform its obligations under the Agreement with reasonable care and skill.

3.that the Platform will operate without Defects and will perform substantially in accordance with the Documentation (subject to any Upgrades);

4.that the Platform will be hosted in accordance with the requirements set out in the Statement of Services, and will be available to the Customer in accordance with the uptime commitments given in Schedule 1.

the Platform (excluding for the avoidance of doubt the Customer Materials) will not:

1.breach any laws, statutes, regulations or legally-binding codes;

2.infringe any person's Intellectual Property Rights or other legal rights.

3.give rise to any cause of action against the Provider or the Customer or any third party, in each case in India and under Indian Law

4.The provider will keep its best to keep Platform remain free from viruses and other malicious software programs.

The Customer acknowledges that.

complex software is never wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs;

the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible in the Statement of Services; and

the Provider will not and does not purport to provide any legal, taxation or accountancy advice under the Agreement or in relation to the Platform and (except to the extent expressly provided otherwise) the Provider does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement.

Indemnities

The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer of Clause 5.3.

The Provider will indemnify and will keep indemnified the Customer against all liabilities, damages, losses, costs and expenses.

Limitations and exclusions of liability

Nothing in the Agreement will:

1.limit or exclude the liability of a party for death or personal injury resulting from negligence.

2.limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

3.limit any liability of a party in any way that is not permitted under applicable law.

exclude any liability of a party that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:

1.are subject to Clause 9.1

2.govern all liabilities arising under the Agreement or any collateral contract or in relation to the subject matter of the Agreement or any collateral contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

3.The Provider will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

4.The Provider will not be liable for any loss of business, contracts or commercial opportunities.

5.The Provider will not be liable for any loss of or damage to goodwill or reputation.

6.The Provider will not be liable in respect of any loss or corruption of any data, database or software.

7.The Provider will not be liable in respect of any special, indirect or consequential loss or damage.

8.Neither party will be liable for any losses arising out of a Force Majeure Event.

9.The Provider’s liability in relation to any event or series of related events will not exceed the total amount paid and payable by the Customer to the Provider under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.

Data protection

The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement

The Provider warrants that:

it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Provider on behalf of the Customer.

it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of Personal Data and against loss or corruption of Personal Data processed by the Provider on behalf of the Customer.

Confidentiality

The Provider will:

keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause 11;

protect the Customer Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and

Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.

The obligations set out in this Clause 11 shall not apply to.

Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

Customer Confidential Information that is in possession of the Provider prior to disclosure by the Customer.

Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information.

Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the Provider must where permitted by law give to the Customer prompt written notice of the disclosure requirement.

Termination

Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

commits any material breach of any term of the Agreement

the breach is not remediable

the breach is remediable, but the other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so

persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach).

Either party may terminate the Agreement immediately by giving written notice to the other party if:

the other party:

is dissolved

ceases to conduct all (or substantially all) of its business;

is or becomes unable to pay its debts as they fall due;

is or becomes insolvent or is declared insolvent.

convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement).

(where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

Either party may terminate the Agreement by giving at least 30 days' written notice of termination to the other party, expiring at any time after the end of the Minimum Term.

If the Provider stops or makes a good faith decision to stop operating the Platform generally, then the Provider may terminate the Agreement by giving at least 30 days' written notice of termination to the Customer.

The Provider may terminate the Agreement immediately by giving written notice of termination to the Customer where the Customer fails to pay to the Provider any amount due to be paid under the Agreement by the due date

If the customer exits the agreement within the period of 365 days, the customer agrees to pay a certain amount which will be the estimate of the total consumption and the resources used during the period

If the customer exits the agreement after the period of 365 days, the customer agrees to compensate the provider by paying the amount payable as per the website evaluation and the total consumption and use of resources.

The customer agrees that the provider will have all the access of the website and the customer shall only have it completely at the time of termination.

Notices

Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email, for the attention of the relevant person, and to the relevant address or fax number or email address given below (or as notified by one party to the other in accordance with this Clause).

The Provider: 905, Kailash Vihar, behind SP Office, City Centre, Gwalior, Madhya Pradesh, India e-mail [email protected], (0751) 4001332

The Customer: The addressee, address, email and fax set out in the Statement of Services.

A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

where the notice is delivered personally, at the time of delivery;

where the notice is sent by recorded signed-for post, 48 hours after posting.

where the notice is sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

Force Majeure Event

Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will

forthwith notify the other; and

will inform the other of the period for which it is estimated that such failure or delay will continue

The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event

Force Majeure Event

No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

Each party hereby agrees that the other party may freely assign any or all of its contractual rights and/or obligations under the Agreement to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.

The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

Subject to Clause:

the Agreement and the acceptable use policy referred to in herein constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

The Agreement will be governed by and construed in accordance with the laws of India; and the courts of India will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

The customer agrees and permits the provider to hold the website on their server and keep track of it, and handover the domain name. By this agreeing to the complete onboarding process of the provider. The customer can have it all back as per described in para

Service Level Agreement

Introduction-:
"New Functionality

" means new functionality that is introduced to the Platform by an Upgrade; and

References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.

Support

The Provider will make available, during Business Hours, email support facility for the purposes of:

assisting the Customer with the configuration of the Platform and the integration of the Platform with the Customer's other systems;

assisting the Customer with the proper use of the Platform; and/or

determining the causes of errors and fixing errors in the Platform.

Subject to Paragraph 2.3, the Customer must make all requests for Support Services through the helpdesk, and all such requests must include sufficient information to allow the Provider to give the Customer a satisfactory resolution to its request

The Provider will use reasonable endeavors to ensure that a member of its support staff can be reached via email outside Business Hours in the case of an emergency.

Response and resolution times

The Provider will:

use all reasonable endeavors to respond to requests for Support Services made through the helpdesk

use all reasonable endeavors to resolve issues raised by the Customer

The Provider will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls.

Standard time to resolve any issue or query of the customer is 3 days, which may exceed depending on the nature of the same

All Support Services will be provided remotely by the Provider.

Limits on Support Services

Where the total person-hours spent by the Provider performing the Support Services under Paragraphs 2 and 3 during any calendar month exceed 24 hours, then:

the Provider will cease to have an obligation to provide those Support Services to the Customer during that period; providing that

the Provider may agree to provide additional such Support Services to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional Charges at the Provider's standard hourly rates, task based or as per agreed mutually by both the parties while entering in the agreement from time to time.

The Provider shall have no obligation under the Agreement to provide Support Services in respect of any fault or error caused by:

the improper use of the Platform; or

the use of the Platform otherwise than in accordance with the Documentation.

Upgrades

The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may, subject to Paragraph 5.2, result in changes the appearance and/or functionality of the Platform

No Upgrade shall disable, delete or significantly impair the Protected Functionality.

The Provider will give to the Customer reasonable prior written notice of the application of any significant Upgrade to the Platform. Such notice shall include details of the specific changes to the functionality of the Platform resulting from the application of the Upgrade.

new updates, addition of features, or service enhancements/developments will be chargeable accordingly, and will not affect the existing agreement.

access to or use of the New Functionality is chargeable to the customers of the Provider using the Platform generally; and

any decision by the Customer not to pay the Charges for the New Functionality will not prejudice the Customer's access to and use of the rest of the Platform

Uptime commitment

The Provider shall use all reasonable endeavors to ensure that the Platform is available 99.9% of the time during each calendar month

Tc ecommerce does not commit to any responsibility for the closure or failure of any third party services.

Scheduled maintenance

The Provider may suspend access to the Platform in order to carry out scheduled

maintenance, such maintenance to be carried out and such suspension to be for not more than 12 hours in each calendar month.

The Provider must give to the Customer at least 3 days' written notice of schedule maintenance, including full details of the expected Platform downtime

Platform downtime during scheduled maintenance carried out by the Provider in accordance with this Paragraph 7 shall not be counted as downtime for the purposes of Paragraph 6.

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