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Terms & Conditions Policy

Last Updated: October 31, 2023

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of the website [www.busineswise.com] (“Website”), including the related mobile application (hereinafter referred to as “Platform”).

This document is a legally binding agreement between a Seller or a Buyer (collectively referred to as “you”, “your”, “User”) and Lmwisemen Technologies Private Limited (referred to as “we”, “us”, “our” or “Busineswise”). You acknowledge and agree that the Platform is a business to business (B2B) platform and provides services to business entities only.

Upon your request in writing, we may also make these terms of use and Privacy Policy available to you in one of the languages specified in the VIIIth Schedule of the Constitution of India. You may send such request to us on support@busineswise.com Upon receipt of such request, we will share the terms of use in the language so opted by you within seven (7) working days. In case of any discrepancy between the English version of the terms of use and version in language so opted by you, the English version shall prevail.

This document and such other rules and policies of the Platform (including but not limited to Return Policy, Privacy Policy, as may be amended from time to time are collectively referred to below as the “Terms”. We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to You. By accessing, browsing, or otherwise using the Platform or using the Services, including following the posting of changes, User agrees to accept and be bound by the Terms (as may be amended from time to time). It is your responsibility to review these Terms periodically for any updates / changes. Please do not use the Services or access the Platform if you do not accept the Terms or are unable to be bound by the Terms.

PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING. By impliedly or expressly accepting these Terms, You also accept and agree to be bound by any amendments, updates and modifications to the Terms and the other policies (including but not limited to, Privacy Policy and Return Policy), as maybe amended, updated and modified from time to time.

Additional terms and conditions may apply to You in respect of availing specific services and/or to specific portions or features of the Platform, including but not limited to, Services, any other additional services as may be offered by us from time to time, contests, offers, schemes, promotions or other similar features, all of which terms are to be read as part of these Terms. You agree to abide by such other terms and conditions, including, where applicable, representing that You have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Platform or for any specific service offered on or through the Platform, the latter terms shall control with respect to your use of that portion of the Platform or the specific service. Busineswise expressly reserves the right at any time, to add to and/or alter, modify, change or vary all or any of the terms and conditions or to replace wholly or in part, the contests, offers, schemes, promotions etc. with another contest, offer, scheme, promotion etc. or to withdraw it altogether.

For the ease of reference, this document is divided into following sections:

  • I. General Terms applicable to all users on the Platform;
  • II. Terms applicable to Buyers (“Buyer Terms”); and
  • III. Terms applicable to Sellers (“Seller Terms”).

If you (by itself or through your representatives) intend to make a purchase or have placed an order on the Platform for commercial purposes (“Buyer”), Section I. and II. shall be applicable to your use and access of the Platform and its Services thereof. If you (by itself or through your representatives) intend to offer your products for sale or are selling your products to Buyers through the Platform (“Seller”), Section I. and III. shall be applicable to your use and access of the Platform and its Services thereof.

I. General Terms

1. Effective Date

These Terms of Use shall come into force with effect from 0000 hours of November 1, 2023.

2. Application and Acceptance of the Terms

Your use of the Platform and Busineswise services, features, functionality, software and products (collectively the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy, Return Policy and any other rules and policies of the Platform that Busineswise may publish from time to time.

You must read Busineswise’s Privacy Policy which governs the collection, use, and disclosure of personal information about Users. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

3. Provision of Services

i. You must register on the Platform in order to access and use the Services. Further, Busineswise reserves 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 Busineswise may impose in its discretion.

ii. In case 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. Busineswise disclaims all liability for any claims that may arise pursuant to your use of services provided by such third party service provider(s).

iii. User agrees and confirms that any Services provided to you by Busineswise are on best efforts basis and Busineswise may engage services of third party service provider(s) to facilitate such Services to you. 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.

iv. User acknowledges that the Services are being provided to you on a ‘as is’ and ‘as available’ basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.

v. Busineswise 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 Busineswise.

4. ELIGIBILITY

The Platform is available for use and access to Users who can form legally binding contracts under Indian Contract Act, 1872. For the purposes of these Terms, 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.
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.

5. USER ACCOUNTS AND VERIFICATION OF ACCOUNT

  1. User must be registered on the Platform to access or avail the Services for its commercial purposes. You agree and acknowledge that you will transact on the Platform only for your business purposes and not for personal use. Except with Busineswise’s approval, one User may only register one account on the Platform. Busineswise may cancel or terminate a User’s account if Busineswise has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, Busineswise may reject User’s application, without assigning any reasons thereof, for registration for any other reason.
  2. A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your user account on the Platform or by using the unique OTP 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. When you access the Platform you are electronically communicating with Busineswise. Busineswise may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from Busineswise 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 Busineswise.
  4. While registering the User account on the Platform you will be required to furnish details about you and with respect to your business including without limitation, business name, GSTIN, PAN, TAN, Udyog Aadhar, Aadhar card address, phone number and/ or any other information that may be required by Busineswise to provide 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 user account information. If any information provided by you is found to be incorrect or misleading, Busineswise reserves its right to take appropriate steps as set forth under Clause 7 of these General Terms. For the purposes of verification of your account information, you agree that we may share your information with such third party service provider in accordance with the terms of the Privacy Policy. We reserve the right to seek additional information from you about you and your business, from time to time and you consent to provide such additional information to continue using the Platform.

6. USERS GENERALLY

  1. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform (the “Platform Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with Busineswise, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).
  2. Busineswise may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties web sites. You are cautioned to read such third parties terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that Busineswise has no control over such third parties web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
  3. You agree not to undertake any action which may undermine the integrity of Busineswise’s feedback system.
  4. 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.
  5. By posting or displaying any information, content or material (“User Content”) on the Platform or providing any User Content to Busineswise or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to Busineswise to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to Busineswise that you have all the rights, power and authority necessary to grant the above license.
  6. User agrees, undertakes, and confirms that User’s use of Platform shall be strictly governed by the following binding principles:
    1. User shall not host, display, upload, modify, publish, transmit, store, update or share any information which:
      1. belongs to another person and to which User does not have any right to;
      2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy including bodily privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to indecent representation of women within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986 or otherwise inconsistent with or contrary to the laws in force;
      3. is misleading in any way;
      4. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
      5. harasses or advocates harassment of another person;
      6. involves the transmission of junk mail, chain letters, or unsolicited mass mailing or spamming or messages using Busineswise’s communication Platform;
      7. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
      8. infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity;
      9. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
      10. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
      11. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
      12. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
      13. contains video, photographs, or images of another person (with a minor or an adult);
      14. tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
      15. engages in commercial activities and/or sales without prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of virtualproducts related to the Platform. Throughout this Terms of Use, Busineswise's prior written consent means a communication coming from Busineswise's Legal Department, specifically in response to your request, and specifically addressing the activity or conduct for which you seek authorization;
      16. solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
      17. interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services;
      18. refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
      19. harm minors in any way;
      20. infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
      21. violates any law for the time being in force;
      22. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
      23. impersonate another person;
      24. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
      25. 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 offence or prevents investigation of any offence or is insulting any other nation.
      26. shall not be false, inaccurate or misleading;
      27. shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.
      28. shall not create liability for Busineswise or cause Busineswise to lose (in whole or in part) the Services of our internet service provider ISPsor other suppliers.
      29. 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.
    2. You shall not use any deep-link, page-scrape,robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content on the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content on the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. Busineswise reserves its right to bar any such activity.
    3. You shall not make any defamatory or denigrating statement(s) about Busineswise, or our brand name or domain name used by Busineswise including the terms Busineswise, Busineswise Express, Busineswise.com, or otherwise act in any manner that might tarnish the reputation or standing, of Busineswise or Users on the Platform or otherwise tarnish or dilute any of Busineswise’s trademarks, service marks, trading name, or the goodwill associated with them.
    4. You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time.
    5. User 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.
    6. Unless expressly permitted, User shall not 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. User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other User, including any account on the Platform not owned by User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Platform.
    7. Each User agrees to indemnify Busineswise, its affiliates, directors, employees, agents and representatives and to hold them 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 User Content; (ii) from your use of the Platform or Services; (iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any service availed by you from a third party service provider using any dispute inter-se Users; and/or (vi) your negligence or wilful misconduct.
  7. Each User shall at all times, adhere to our terms and conditions policy available at https://busineswise.com/terms-conditions, while discharging its obligations under the Terms.
  8. You shall ensure that at all times, you and your employees, sub-contractors, service providers, etc, shall comply with all applicable modern slavery and human trafficking laws in force and specified in the Code of Conduct.
  9. More particularly, you shall ensure that (i) you do not, whether directly or indirectly, use any forced/bonded labour or human trafficking in your organization and you do not require your employees, contractors, etc., to maintain monetary deposits or safekeep any identity documents as terms of their service with you; (ii) you do not employ whether directly or indirectly, any child labour and all your employees are above the minimum legal age; (iii) your employees are provided fair wages and are provided fair working conditions; (iv) you are an equal opportunity employer and do not discriminate on grounds of gender, race, religion, caste, or any other socio- economic background; (v) you respect the employees’ right to freedom of association; (vi) your employees have the right to leave the employment and are not continuing with the employment under coercion or duress; and (vii) your employees have adequate grievance redressal mechanism to raise any concerns related to modern slavery.
  10. Busineswise shall retain the right to audit you specifically to ensure compliance with these modern slavery standards.

7. BREACHES AND SUSPENSION

i. If any User breaches any Terms, or if Busineswise has reasonable grounds to believe that a User is in breach of any Terms, or could subject Busineswise or its affiliates to liability, or is otherwise found inappropriate or unlawful in Busineswise’s opinion, Busineswise shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: a. suspending or terminating the User’s account and any and all accounts determined to be related to such account by Busineswise in its discretion; b. blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; c. removing any product listings or other User Content that the User has submitted, posted or displayed; d. withhold settlement of payments by Busineswise to the User; e. any other corrective actions, discipline or penalties as Busineswise may deem necessary or appropriate in its sole discretion. ii. Busineswise does not pre-screen any content or information posted, published or transmitted on the Platform by the users and Busineswise is under no obligation to pre-screen any such content or information. However, Busineswise may at its discretion and/or in accordance with applicable law may voluntarily take down any content or information posted by you on the Platform and if Busineswise determines that any content or information is in violation of these Terms, Busineswise may remove such content or information from the Platform without notice. Such actions do not in any manner negate or dilute Busineswise’s position as an intermediary or impose any liability on Busineswise with respect to content or information posted, published or transmitted by users on the Platform. iii. Notwithstanding anything contained herein these Terms, Busineswise may with or without notice and in its sole discretion be entitled to suspend, reduce visibility of the product listings, de-activate, or de-list any product listings or User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behaviour of the User on the Platform, performance of the User on the Platform, etc. iv. In the event a User becomes inactive or if no transaction is noticed by Busineswise, in such a case Busineswise reserves its right to delist, deactivate or suspend a User’s account in its sole discretion, with or without giving any notice to the User. v. Busineswise reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you. Further, Busineswise may disclose the User's identity and contact information, if requested by any third party, government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. vi. If it comes to the knowledge of Busineswise or Busineswise reasonably believes that any User has availed any Services to obtain any product/service for its personal use or consumption or for any purpose other than a commercial purpose, Busineswise shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User’s account and any and all accounts determined to be relation to such account. 8.

TRANSACTIONS BETWEEN BUYER AND SELLER

i. Busineswise is merely a intermediary 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. ii. When a product is listed for sale on the Platform by a Seller, products sold to Buyer by the Seller will be governed by the bipartite contractual arrangement entered into directly between the Buyer and the Seller. Buyer agrees that Busineswise cannot and does not confirm each Seller’s purported identity. Busineswise encourages Buyers to exercise discretion and caution while dealing with various Sellers. iii. 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 the products purchased for your personal use or consumption. iv. For any Services, Busineswise does not represent either the Seller or the Buyer in specific transactions. Busineswise 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. Busineswise 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 Busineswise nor shall Busineswise have any obligations or liabilities in respect of any transactions on the Platform. v. 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 relating to products or services 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. vi. Busineswise 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 and hereby expressly disclaims any and all responsibility and liability in that regard. Busineswise 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. vii. In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify Busineswise (and our 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 services opted for by the User by accessing any link from Busineswise site & application to avail of any independent services related to the transaction of buy-sell conducted on the Platform from any third party. viii. 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 we are not responsible in any way for the products purchased by the Buyer from the Seller and it is explicitly agreed by the User that we will not in any way, under any circumstances whatsoever, be responsible or held liable for products purchased by Buyer from the Seller and/or in relation to any issue and/or dispute thereof. 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. ix. 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. 9. LIMITATION OF LIABILITY AND INDEMNITY i. To the maximum extent permitted by law, the Services provided by Busineswise on or through the Platform are provided as is, as available and “with all faults” , and Busineswise hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded. ii. To the maximum extent permitted by law, Busineswise makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; Busineswise does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the platform does not violate any third party rights; and Busineswise makes no representations or warranties of any kind concerning any product or service offered or displayed on the platform. iii. Under no circumstances will Busineswise be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on platform or any services availed, even if Busineswise has been advised of the possibility of such damages.

10. FORCE MAJEURE

i. Under no circumstances shall Busineswise be held liable for any losses, delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties. 11.

INTELLECTUAL PROPERTY

RIGHTS i. Busineswise is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with Busineswise or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by Busineswise are hereby reserved. ii. Busineswise and any other related icons and logos are registered trademarks of Lmwisemen Technologies Private Limited, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks are strictly prohibited. iii. Busineswise may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “Busineswise” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by Busineswise. iv. All text, graphics, photographs, trademarks, logos, and artwork available or accessible on the Platform are third party user generated content and Busineswise has no control over such third-party user generated content as Busineswise is merely an intermediary for the purposes of these Terms. v. You shall be solely responsible for any content or information posted or transmitted on the Platform and shall indemnify Busineswise against any claim or liability arising from any content or information posted or transmitted by You on the Platform. Any content or information such as but not limited to images, text, videos posted or transmitted on the Platform shall be licenced to Busineswise by the User uploading such content and Busineswise shall have the worldwide, fully paid-up, perpetual and transferable licence in such content or information for the purposes of its use on the Platform and for any purposes Busineswise deems fit. You shall not be entitled to any payment or compensation for any usage of the content by Busineswise.

12. NOTICES

i. All legal notices or demands to or upon Busineswise shall be made in writing and sent to Busineswise personally, by courier, certified mail, or facsimile to the following entity and address: Lmwisemen Technologies Private Limited, 110 white enclave, Majitha road, Amritsar Punjab 143001, Attn: Legal Department. The notices shall be effective when they are received by Busineswise in any of the above-mentioned manner. ii. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Busineswise, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge or through such other mode of communication as Busineswise may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) Busineswise is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon Busineswise posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.

13. MISCELLANEOUS PROVISIONS

i. Unless otherwise communicated to you by Busineswise, the Terms (including its sections as may be applicable to the Seller or Buyer) constitute the entire agreement between User and Busineswise and govern the User’s use of the Platform and any of the Services. The Terms shall supersede any prior written or oral agreements that you may have had in relation to the use of the Platform and any of the Services. ii. Busineswise and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between you and us is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow you to create or assume any obligation on our behalf for any purpose whatsoever. iii. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced. iv. Busineswise’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of Busineswise’s right to act with respect to subsequent or similar breaches. v. Busineswise shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Busineswise)). User may not assign, in whole or part, the Terms to any third party or person. vi. The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Amritsar, Punjab, India.

14. GRIEVANCE MECHANISM

The User may submit any grievance with respect to the Platform or the Services, including with respect to any abuse on the Platform and/or any discrepancies or grievances with respect to processing of information to our support team. We will endeavour to resolve your grievances and concerns.

II. Buyer Terms

The provisions of this section II shall be applicable only to Buyer(s). These Buyer Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Buyer Terms, the provisions of Buyer Terms shall supersede and prevail.

1. DEFINITIONS

For the purposes of this Section, the following capitalised terms shall have the following meaning:

  1. “Buyer” shall have the meaning as ascribed under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Buyer.
  2. “Consignee” shall mean the Buyer or any person named in the Delivery Note or any of his/her representatives that takes the delivery of Shipment being transported.
  3. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests.
  4. “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).
  5. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.
  6. “Order Detail(s)” shall mean the details relating to the Order, including without limitation, the description of Products, details of the Seller and the Buyer, date of order placement, total amount payable by the Buyer, delivery date, mode of payment, unique order number (AWB number) etc.
  7. “Product(s)” shall mean goods of any categories (other than Dangerous Goods).
  8. “Shipment(s) / Consignment(s)” means all Products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.

2. 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 will use the Platform and Services for business purposes only;
    4. you will not use or access the Platform for your personal purposes and any Products that you purchase shall be for commercial purposes and not for personal consumption;
    5. the address you provide when registering your account on the Platform is the Buyer 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;
    8. you and Products or 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 User Content that you submit, post or display;
    10. any User Content that Buyer 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.
  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 Busineswise from time to time. Buyer represents, warrants and agrees that:
    1. 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
    2. Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
  3. Buyer may be required to promptly furnish additional documents or information as and when requested by Busineswise to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing Busineswise reserves its right to take appropriate measures as set out under Clause 7 (Breaches and Suspension) of the General Terms.
  4. Buyer consents to the inclusion of the contact information about Buyer in Busineswise’s database and usage of the same as per Busineswise’s privacy policy.

3. PAYMENTS BY BUYERS

  1. Upon placing the Order on 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.
  2. For enabling payment facility for the Buyer using a credit card, Busineswise may charge a convenience fee (including GST) from the Buyer. Such convenience fee (including GST) shall be visible on the payment page at the time of checkout and the convenience fee so charged shall be subject to change at Busineswise’s sole discretion without any further notice. Such convenience fee charged is non-refundable under any circumstances.
  3. You agree and acknowledge that our decision in this regard shall be final and binding. If you do not agree to the above, you may choose not to transact on the Platform. If you continue to transact on the Platform, it shall be deemed that you have agreed and accepted the above terms.
  4. 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 we are 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.
  5. We will transmit the payments for the Orders received from the Buyer 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 Busineswise.
  6. 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 making payments on the Platform.
  7. 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.
  8. 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.
  9. Buyer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.
  10. Any refunds shall be subject to the Return Policy. Refunds shall be processed in the same manner as they are received. Refund amount will reflect in the Buyer’s bank account based on respective banks policies.
  11. If you avail service from any third party service provider using the Platform, upon receipt of instruction 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.
  12. Buyer agrees that on placement of order, Busineswise will act as a intermediary and the payment shall be collected by Busineswise and according to the settlement window shall further be transferred to the seller.

4. LOGISTICS SERVICES

  1. Busineswise does not provide any logistics or delivery services as of now and Seller shall directly ship the shipment to the Buyer’s Billing Address provided by the Buyer of The placed order and Buyer shall pay the delivery charges to the logistics service provider. Buyer Can however recommend their preferred logistics service providers name to seller before placement of order.
  2. If you avail shipping and delivery services directly from the Seller, you agree that such provision of service shall be governed by way of a separate arrangement between you and the Seller. You agree not to hold us liable in any manner whatsoever for any deficiency in provision of such shipping and delivery services by the Seller and we disclaim all liabilities in this regard.
  3. In case of undelivered shipment to Buyer by the Seller. Busineswise after checking the reason with the Seller and Seller’s delivery Partner shall have the right to Refund the payment amount to the Buyer.
  4. We However reserve the right to engage the services of third-party service providers to provide the Logistics Services to you in future. It is hereby clarified that at that time, as the collection of payments are concerned, such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you. Busineswise shall amend its logistics services clauses at that point of time for further clarifications.

5. RETURNS

In case of any Return Request (as defined under the Return Policy), you agree to be bound by the provisions of the Return Policy which can be accessed here.

6. LIEN

We shall have a general and particular lien on the goods and other contents of Shipments and all documents relating thereto in an event of the default by you in the payment of sums of whatever nature due and payable by you to us including, without limitation, charge for attending, co-operating, reporting, fumigating, devanning, restoring, storing or reconditioning and/or all expenses incurred for the benefit or protection of the Shipments, and also for any payments, duties, fines or other expenses including but not limited to interest and legal costs and expenses, due at any time to us from you. If any amount due and payable by you to us is not paid, upon the giving of fifteen (15) calendar days prior written notice, we may, at our absolute discretion and without notice, suspend or cease providing all or any part of our Services without any liability whatsoever to you or any third party and, at our absolute discretion, may proceed to sell the Shipments in the manner which we may deem fit. Our rights are reserved for any shortfall subsequent to the disposal of the Shipments.

7. FEES AND CHARGES

  1. We will charge the Buyer for providing stated Services, all such charges shall be exclusive of Goods and Service Tax. The charges payable for availing the stated Services will be displayed on the Platform and the same may be modified or amended, from time to time, solely in our discretion without any notice thereof. It shall be Buyer’s duty to routinely check on such charges. In the event the Buyer continues to avail the stated Services from us, it shall be deemed that the Buyer agrees to such change in charges.
  2. 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.
  3. The charges shall be subject to applicable taxes, as per prevailing applicable laws. Buyer shall deduct income tax as applicable against the amounts payable to Busineswise if required by applicable law, except to the extent where Busineswise submits a nil/reduced withholding certificate. Buyer shall remit the withholding taxes to the relevant tax authorities and enable Busineswise to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.
  4. For any additional services availed by the Buyer from Busineswise, Busineswise will charge additional charges for any such additional services. Busineswise may enter into a separate bi-partite contractual arrangement with the Buyer for provisioning of such additional services to the Buyer. Busineswise reserves its right to levy penalty or late payment charges in case of delay by the Buyer in clearing any dues payable to Busineswise

8. LIMITATION OF LIABILITY AND INDEMNITY

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, 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.

9. CUSTOMER ACQUISITION PROGRAM

Busineswise is running a customer acquisition program for Buyers to service Busineswise’s customers in locations where Busineswise is unserviceable for certain additional benefits (“Customer Acquisition Program”). All Buyers who are interested in to be a part of this Customer Acquisition Program should contact its respective field executives. The selection of Buyers for the Customer Acquisition Program shall be basis the qualification to the terms and conditions introduced by Busineswise in this regard from time to time. Busineswise is also running a broker referral program where interested brokers can apply and onboard buyers and sellers on Busineswise platform. The selection of brokers for the referral Program shall be basis the qualification to the terms and conditions introduced by Busineswise in this regard from time to time.

III. Seller Terms

SELLER TERMS The provision of this Section III shall be applicable only to a Seller(s). These Seller Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Seller Terms, the terms of Seller Terms shall supersede and prevail. 1. DEFINITIONS For the purposes of this Section, the following capitalised terms shall have the following meaning: i. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests. ii. “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable). iii. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform. iv. “Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by Busineswise from the Buyer or third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Platform, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller. v. “Product(s)” shall mean goods of any categories (other than Dangerous Goods). vi. “Sales and Distribution Support Services” or “S&D Services” shall mean to include the Standard Platform Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services and other allied services that may be provided by Busineswise to support supply chain. vii. “Seller” shall have the meaning ascribed to it under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Seller. viii. “Shipment(s) / Consignment(s)” means all products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier. ix. “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. 2. “TPID” shall mean tampering proof identifier (TPID), affixed on the Shipment. 3. SELLER’S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES i. You represent, warrant and agree that: a. you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms; b. you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder; c. you shall use the Platform and Services for business purposes only; d. you will not use or access the Platform for your personal purposes and any Products that you may sell are for commercial purposes and not for personal consumption; e. the address you provide when registering your account on the Platform is the Seller place of business of your business entity; f. your business is validly existing and incorporated / established as per the provisions of applicable laws; g. you shall comply with all applicable laws while using and accessing the Platform; h. you and Products or services provided by you on the Platform (if any) comply with applicable laws; i. you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display; j. any User Content that 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 (“Third Party Rights”); k. 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 or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights; l. the description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable; m. all information provided by you or person acting on your behalf relating to the Shipment(s) are complete and accurate; n. the Shipment(s) are properly and sufficiently prepared, packed, stowed, labelled, and/or marked; o. the Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting; p. the Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable. ii. Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process on the Platform or your use of any Service or the Seller account. Seller represents, warrants and agrees that: a. 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 b. Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete. iii. 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 Busineswise reserves its right to take appropriate measures as set out under Clause 7 of the General Terms. iv. Seller consents to the inclusion of the contact information about Seller in Busineswise’s database and usage of the same as per Privacy Policy. v. Seller shall comply with the packaging guidelines as communicated to the Seller by Busineswise from time to time. The said packaging guidelines can be accessed here. vi. For delivery of Shipments, Seller hereby authorizes us to carry out the administrative task of printing Delivery Note containing information with respect to Shipment on its behalf. The Seller agrees to be solely responsible for any discrepancy or error in the details mentioned on such Delivery Note and agrees to indemnify us against any such losses or claims. vii. Upon receipt of Orders by the Seller and for onward delivery of Products to the Buyers, Seller hereby authorizes Busineswise to perform the administrative task of printing invoices and Delivery Notes containing information with respect to Products. Seller undertakes and acknowledges that Busineswise shall not assume any responsibility or liability with respect to any non-compliance of applicable laws in respect of the invoices or Waybills or other administrative tasks that are performed by Busineswise on behalf of the Seller, Seller agrees to indemnify Busineswise in this regard. viii. Seller shall ensure that the Consignment does not contain any letter of communication which will infringe any applicable laws. We accept Consignment in good faith that the Consignment do not contain anything which will infringe or be in violation of any applicable laws. ix. If more than one Consignment is booked to the same Buyer, Seller must ensure that the full address of the Buyer is written on all the Consignments. x. Seller shall not enclose cash, digital currency, high value gift articles, share certificates, travel documents, Dangerous Goods, explosives, firearms, cattle, or any other product that is prohibited by applicable laws, in the Shipment. If Dangerous Goods or any goods that are prohibited by applicable laws are found in the Shipment which constitute a risk to other goods, property, life or health, such Shipment may without notice be destroyed or otherwise dealt with at our sole discretion and at your risk and expense. In this regard, you shall, at all times, fully indemnify us and hold us harmless against all penalties, claims, damages, losses, costs and expenses (including but not limited to legal expenses) whatsoever arising in connection with any such Products. xi. Seller shall be solely responsible to declare the accurate value of the Consignment. xii. Seller shall ensure that all the Consignments which are left for delivery should cantain all the proper documents (in accordance with applicable laws including but not limited to applicable central, state, integrated, or Union Territory goods & services tax laws (GST)) required to ship the Shipments. GST on the Products contained in Shipments and all applicable statutory tax compliances shall be your sole responsibility and we shall not be responsible for any losses, damages resulting from any such non-compliances. xiii. Seller shall be solely responsible to ensure that the Consignment is shipped to the buyer’s billing address provided at the time of order placement. xiv. Sellers are required to behave professionally with the associates of Busineswise. Any misbehavior, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. Busineswise reserves the right to remove selling privileges in its sole discretion if deemed that a Seller is in violation of this clause. xv. Seller hereby expressly authorise us and/ or our third party service providers to undertake insurances for safe keeping of Products in the warehouse service if provided during transit of Products, as the case may be, and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including transit). Seller shall have no objection to the payment of claims to us and/or our third party service providers in the event of a loss. xvi. Seller shall be solely responsible to raise invoices directly on the Buyer for Products sold by the Seller to the Buyer. Busineswise shall have the right to generate such invoices on the Busineswise platform on behalf of seller of that order that is placed on the platform. 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 Consignments 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. xvii. Seller agrees to be removed from the platform on sole discretion of Busineswise if seller tries to directly deal with Busineswise’s buyers without consent or knowledge of businesswise. xviii. In addition to these Terms, the Seller agrees to be bound by the terms of the Return Policy, as may be amended from time to time, in case of any return of Shipment respectively. 4. AUDITS i. We may in our sole discretion conduct random audits of the Shipments handed over for onward delivery to the Consignee or Products that are stored in the warehouse by the Seller to ensure Seller’s adherence to these Terms. Without prejudice to other rights available to us under these Terms or under applicable laws, if it is found or if we believe in our reasonable opinion that the Shipment or Products do not comply with applicable laws and/or do not comply with the packaging guidelines as communicated by us from time to time, we may in our sole discretion levy penalty charges, as communicated to you, from time to time or take such other actions against you as listed under sub clause (ii) below. ii. We may in our sole discretion be entitled to do either one or more of the following; a. issue a warning letter to the Seller; b. for any non-compliance from your side and/or any loss incurred by us in relation to non-inclusion of hard copy of invoice in the shipment, an amount which is the higher of (a) INR 1000/- (Rupees One Thousand only), or (b) an amount equal to the total invoice value of the audited Shipment , or (c) any other amount as specified under applicable law, shall be levied on the Seller for every such non-compliance; c. for any non-compliance other than as specified in Clause 3(ii)(b) above, an amount which is the higher of (a) 2 (two) times the value of the Product for which the non-compliance is being identified, or (b) an amount equivalent to the total invoice value, shall be levied on the Seller for every such non-compliance; d. deactivate or suspend a Seller’s account on the Platform, with or without giving any notice to the Seller; and/or e. such other action which we may deem fit in our sole discretion 5. FEES AND CHARGES FOR S&D SERVICES i. In consideration of the S&D Services provided by Busineswise to the Seller, the Seller will be required to pay a fee (referred to as “Sales and Distribution Support Services Fee” or “S&D Fee”) to Busineswise. It is hereby clarified that the S&D Fee shall be calculated on the total invoice value of the Order. ii. The applicable Sales and Distribution Support Services Fee shall be as communicated by Busineswise to the Seller(s), from time to time, via the Platform or through such other mode of communication as may be determined by Busineswise in its sole discretion. It shall be the Seller’s responsibility to routinely check on such Sales and Distribution Support Services Fee. In the event you continue to use the Platform, it shall be deemed that you have agreed to such change in the Sales and Distribution Support Services Fee. iii. Busineswise shall issue the invoice for Sales and Distribution Support Services Fee on the Seller, and the Seller shall make payment of the same to Busineswise. Seller agrees that the Seller alone shall be responsible for ensuring that Sales and Distribution Support Services Fee is paid to Busineswise. Seller authorizes Busineswise to adjust and set off such Sales and Distribution Support Services Fee from the amount collected or received by Busineswise from the Buyer in accordance with the settlement process set out under the Payment and Settlement Services. iv. The Sales and Distribution Support Services Fee shall be subject to applicable taxes, as per prevailing applicable laws. Seller shall deduct income tax as applicable against the amounts payable to Busineswise if required by applicable law, except to the extent where Busineswise submits a nil/reduced withholding certificate. Seller shall remit the withholding taxes to the relevant tax authorities and enable Busineswise to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law. v. Busineswise will charge additional charges from the Seller for providing any additional services like subscriptions or services that are not covered under the S&D Services. Busineswise shall be entitled to recover/ deduct such additional charges from the amount collected or received by Busineswise from the Buyer and Seller hereby authorises Busineswise to adjust the charges from the receivable that are due and payable to Seller by Busineswise. Such settlement will be done as per the settlement clause set forth under the Payment and Settlement Services. If required by Busineswise, Busineswise may enter into a separate arrangement with the Seller to provide such additional services to the Seller. vi. Busineswise reserves its right to levy penalty or late payment charges in case of delay by the Seller in clearing any dues payable to Busineswise and/or charge cancellation charges for any cancellation of Orders by Seller. Seller authorises Busineswise to adjust / deduct such penalty amount, late payment charges or cancellation charges from the receivables that are due and payable by Busineswise to Seller. Such settlement will be done in accordance with the settlement process set out in the Payment and Settlement Services herein. 6. S&D SERVICES i. Standard Platform Services a. 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. b. 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. c. 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 Busineswise, from time to time. d. The listing description of the product must not be misleading and must describe actual details and condition of the product. If the product description does not match the actual condition of the product, you agree to refund any amounts that you may have received from the Buyer. e. 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. f. Seller agrees to pay any commission and subscriptions to Busineswise platform for the use of platforms for sale of there listed products through Busineswise platform. The applicable commission and subscription rates shall be as communicated by Busineswise to the Seller(s), from time to time, via the Platform or through such other mode of communication as may be determined by Busineswise in its sole discretion. It shall be the Seller’s responsibility to routinely check on such rates and Fee. In the event you continue to use the Platform, it shall be deemed that you have agreed to such change in the Rates and Fee. ii. Standard Warehousing Services a. Busineswise does not provide any warehousing services as of now and Seller shall be solely responsible for warehousing of shipment. However Upon receipt of request from the Seller, Busineswise may provide Standard Warehousing Services in future. Busineswise may, at its discretion, sub-contract all or part of these Standard Warehousing 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 Busineswise may deem appropriate. Busineswise shall amend its Standard Warehousing services clauses at that point of time for further clarifications. b. Seller understands and acknowledges that Busineswise is not a Party to transactions between Buyer(s) and Seller, and Seller hereby releases Busineswise (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions. iii. Payment and Settlement Services . We will provide the Payment and Settlement Services to the Sellers in relation to each transaction on the Platform. Busineswise 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 Busineswise may deem appropriate. a. 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 shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer. b. Seller acknowledges and agrees, that as part of the payment collection services, if Busineswise is collecting post-dated cheques on behalf of the Seller on sellers request from buyer, it is clarified that Busineswise is acting merely as a payment collector, solely in a fiduciary capacity, and shall take no responsibility as to the legality of such post-dated cheques received from the Buyer. It is further clarified that if such post dated cheques bounce and/or are not encashable for any reason whatsoever, the Buyer alone shall be responsible for such payment obligation. Any legal action for such failure of the payment obligation shall be against the Buyer only and the Seller shall not hold Busineswise responsible for such failure of the payment obligations. c. 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. d. 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. e. Refunds (if any) shall be processed in the same manner as they are received. Refund amount will reflect in the Seller’s bank account based on respective banks policies. f. We will settle the payments received from the Buyer at the time of actual delivery of the order(s) to the designated bank account of Seller (or third party based on the instructions given by the Seller (if applicable)) within the following timelines: A. Busineswise shall make the payments to the Seller six times a month i.e. on the 5th day of the Month, the 10th day of the month, the 15th day of the Month, the 20th day of the month, the 25th day of the Month, and the Last day of the Month through NEFT/RTGS or account payee cheque after deducting Busineswise Service Fee as per Clause 4 below. The basis for which are stated below: B. Payment to the Seller shall be released on the 10th day of the month for the consignments delivered to the Buyer between the 1st day and 5th day of the month (Including the 1st day and the 5th day of the month) C. Payment to the Seller shall be released on the 15th day of the month for the consignments delivered to the Buyer between the 6th day and 10th day of the month (Including the 6th day and the 10th day of the month) D. Payment to the Seller shall be released on the 20th day of the month for the consignments delivered to the Buyer between the 11th day and 15th day of the month (Including the 11th day and the 15th day of the month) E. Payment to the Seller shall be released on 25th day of the Month for the consignments delivered to the Buyer between the 16th day and the 20th day of the month (Including the 16th day and the 20th day) F. Payment to the Seller shall be released on last day of the Month for the consignments delivered to the Buyer between the 21st day and the 25th day of the previous month (Including the 21st day and the 25th day) G. Payment to the Seller shall be released on 5th day of the next Month for the consignments delivered to the Buyer between the 26th day and the last day of the previous month (Including the 26th day and the last day) H. In case of public holiday or bank holiday, the payment release date will be shifted to the next business day. Provided that, in case of any returns request raised by Buyer or any claims or disputes raised by Buyer, we reserve our right to withhold the settlement of payments to Seller until the resolution of such return requests, claims or disputes, as the case may be. It is hereby clarified that if the Buyer(s) make payments by way of cheque(s) at the time of actual delivery of the Order(s), we will settle such payments only upon the realisation of the cheque. g. In consideration of the services provided by Busineswise, the Seller agrees and acknowledges paying Sale/Services fees, which shall be calculated in the manner as specified below. The service fee shall be calculated on each transaction through Busineswise platform, irrespective of the transaction value or any other parameter involved in the transaction. The Busineswise Service fee charged above is on the account of three major services which Busineswise as a B2B Market place is providing to the users being a facilitator of trade.
A general Example is given below: (The following representation to calculate the Seller Pay-out is just an example. Actual Busineswise Service Fee and taxes can be different from the example stated below)
Seller Price100 Seller will input this price
GST5%If Seller price > = 1000 then 18 % else 5%
Busineswise price105This price will be shown on app

A sample example of Transfer Value calculation:

Seller Price per pcs500Seller will input this price
Set of5If Seller price > = 1000 then 18 % else 5%
Total product value2500This price will be shown on app
Product GST1255% Product GST
Busineswise price2625
( Less ) Busineswise commission fee1255% Of product Value
Gross Earnings to the seller2500
( Less ) Tax on businesswise commission fee 18%22.5
( Less ) TCS251% Of Product Taxable Value
( Less ) TDS251 % Of Product Taxable Value ( if applicable )
Transfer Value2427.5

*Calculations are just for understanding purpose. Actual figures may differ as per the case

**Seller shall receive the Input Tax Credit for the Tax on Busineswise service fee i.e. GST (Goods & Services Tax) stated above and so the burden of the service shall not fall upon the seller *The Busineswise service fee and the taxes charged on the order of each product/article is subject to change which will be informed prior to the seller at regular time intervals h. Sellers can change their default fee/charge commission plan to Seller subscription plan at the sole discretion of Busineswise platform. i. In any of the settlements methods, Seller (or third party as per the instructions received from Seller) will receive the amount (minus our Sales and Distribution Support Services Fees in relation to the S&D Services provided by us, such other amounts due and payable by Seller to us or any third-party (in case we are instructed by such third party or Seller to collect such monies from the Seller), any amount to be refunded to the Buyer and any taxes payable under applicable laws) within the aforesaid timelines. It is clarified that any settlement of payment to the Seller shall be subject to applicable tax laws and Busineswise 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 under clause (i) and (j) below. j. In relation to the tax collection at source under applicable GST laws, as may be amended from time to time: k. 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. l. Seller will provide the corresponding Harmonised System Nomenclature (HSN) code number and applicable GST rates for every product sold of the Platform. 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. m. Seller will be responsible to provide their 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 case 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 with respect to such tax, interest or penalty as may be levied by the GST authorities. n. 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. o. Seller shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws. p. 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 our or its employees, officers etc.: q. Chargeback of transactions; r. 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; s. any amount due to us from the Seller. t. 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. u. 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. iv. ADDITIONAL SERVICES These terms for specific services will be applicable to a Seller’s use of any of the additional services described hereunder and will be read together with these Terms set out under Section III and General Terms. In the event of any conflict between the terms for any additional Service opted by the Seller, Terms set out under Section III and General Terms, the provisions for additional Services shall supersede and prevail. If required by Busineswise, Busineswise may enter into a separate arrangement with the Seller to provide additional services (whether or not described hereunder) to the Seller. The specific terms and conditions for the Additional Services are as under: . Advertisement Services i. Seller may subscribe to the ad program (“Program”) offered by Busineswise to promote its Products that it lists and offers for sale on the Platform. Busineswise will facilitate in the display of such advertisement (“Ad”) of the Seller on the Platform upon receipt of a written request from the Seller. ii. The intellectual property rights in the Ad provided by the Seller on the Platform hereunder shall vest solely with the Seller. Seller shall ensure that it has all requisite rights, permits, authorizations, title, and/ or interest over the Ad and is compliant with the branding guidelines and laws that may be applicable to use and display the Ad on the Platform. The Seller hereby grants to Busineswise an unrestricted, non-exclusive, royalty-free license to use the Ad and all other information provided by the Seller on the Platform. Busineswise will display the Ad provided by the Seller on the Platform or otherwise made available by Seller to Busineswise for the purposes set out herein on an ‘as is’ basis (except for formatting changes limited to re-sizing the Ad). Seller shall at all times remain fully liable and responsible for the Ad and further agrees to indemnify, defend, and hold harmless Busineswise from and against any claims that may arise from or in connection to such Ad with regard to the content of the Ad, any intellectual property claim or third party. iii. Busineswise further disclaims all liability for any Ad, content of the Ad, availability of the product or any related information that may be displayed or made available by the Seller, quality, delivery, or usefulness of the Products that are offered for sale by the Seller on the Platform. The Seller agrees that Busineswise disclaims all liabilities and shall not be party to any dispute in this regard. iv. Seller hereby represents and warrants that: A. Seller has the power and authority to enter into and perform its obligations according to these terms; B. Seller has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by these terms; C. Seller has not and will not enter into any agreement that is inconsistent with its obligations hereunder; D. none of the Ad provided or approved by the Seller shall violate any rights of any third party, including but not limited to intellectual property rights; E. none of the Ad provided or approved by the Seller will violate any applicable law, regulation and/or code of conduct; F. none of the Ad provided or approved by the Seller shall, when viewed or clicked on by a Seller, cause such customer’s computer to download any software application; G. Ad provided by the Seller shall not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal; H. none of the Ad will contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Platform and Busineswise; and I. Seller shall be in compliance with applicable laws while using the Platform and the Program. v. Seller shall be required to pay charges to Busineswise for the use of Ad program. Such charges shall be as displayed on the Platform or otherwise communicated to the Seller, from time to time. vi. The charges payable by the Seller shall be exclusive of all applicable taxes. Busineswise shall issue tax invoices in accordance with applicable laws at such intervals as set out herein above. vii. Seller authorises Busineswise to adjust and set off the charges from the money collected / received by Busineswise from the Buyer or third party paying on behalf of Buyer in relation to the Products sold by the Seller. Such settlement shall be done by Busineswise in accordance with the settlement process set out under the Payment and Settlement Services of the Seller Terms). Seller hereby irrevocably grants Busineswise permission to adjust the charges against the receivables that are due and payable to the Seller by Busineswise. viii. If the sale proceeds collected by Busineswise from the Buyer is less than the charges payable by the Seller, the Seller shall be liable to pay the deficit balance amount to Busineswise within seven (7) days from the date of receipt of email communication from Busineswise in this regard. ix. Busineswise shall be entitled at its discretion to engage/ avail services of any person/ third party service provider/agency/ agent, for recovery of charges from the Seller in the event Seller fails to pay the charges in a timely manner. Busineswise further reserves its right to levy late payment charges in the event of Seller’s failure to pay the charges in a timely manner. x. Busineswise may in its sole and absolute discretion, at any time with or without notice, withdraw, terminate, and/or suspend the Program for any reason whatsoever or in case of any breach of these terms or Terms by the Seller. The charges that has accrued until the effective date of such termination, withdrawal or suspension, as the case maybe, shall become immediately due and payable by the Seller and settled as per the settlement process set out in these terms. xi. Unless otherwise provided under the Terms, Busineswise may terminate or discontinue this advertisement services for a Seller by giving a prior written notice of seven (7) days. xii. Busineswise and Seller shall retain all rights in their individual intellectual property rights and do not give each other rights in their intellectual property rights, unless otherwise agreed. xiii. Busineswise gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non- infringement or the quality or fitness for any particular purpose of the Program provided herein. a. Subscription services Upon request of the Seller, Busineswise may agree to charge Seller subscription amount instead of default commission charge, Busineswise in its sole discretion shall make such change. Busineswise shall provide tax invoice of such subscription charge to Seller. b. Sampling services Upon request of the Buyer, Busineswise may provide sampling service to buyer and will charge buyer for use of such services. Busineswise will provide tax invoice of such charge to the buyer. In consideration for any special services, other than the standard services provided by Busineswise to the Sellers, which are based on variable parameters, including any logistics services provided by us to the Seller, Busineswise may levy a variable charge to the Sellers as may be communicated to the Sellers from time to time.

LIMITATION OF LIABILITY AND INDEMNITY

i. 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) riots, civil commotions, strikes, lockouts, stoppage or restraint of labour; (g) explosion, fire, flood or storm; (h) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence; (i) any loss, miss-delivery, delay or damage to any Shipment; and/or (j) any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or Products hereunder. ii. Each Seller agrees to indemnify Busineswise, its affiliates, directors, employees, agents and representatives and to hold them 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 User 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 offered/ listed for sale on the Platform; (vi) your 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 Busineswise 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 consumer protection laws, including any non-conformity or defect in, or any recall of, any of Products. 8. TRADE CREDIT BY SELLER(S) . Busineswise does not provide any trade Credit to its Buyers as of now. If any Seller intends to grant a trade credit (“TC”) to its Buyers, then such Seller may send a request to our registered office address along with the intended terms and conditions of the TC to be offered by the Seller to its Buyers. i. Upon receipt of the Seller’s request, Busineswise will endeavour to revert within 7 (seven) working days of receipt of such request. In the event, Busineswise requires any additional information or documents, such requirement will be communicated to the Seller. The Seller shall be required to respond to such additional requests within 7 (seven) days of receipt of such request from Busineswise. Upon receipt of complete information from the Seller, Busineswise will endeavour to provide its final response to the request within 7 (seven) working days. ii. The final decision on enablement of the TC feature on the Platform for the Seller shall rest with Busineswise and Busineswise’s decision in this respect shall be final and binding on the relevant Seller.

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