Chemaxe

THIS USER ONBOARDING (CLICKWRAP) AGREEMENT (“AGREEMENT”) IS MADE BETWEEN JAY TECHNOCHEM PRIVATE LIMITED (“COMPANY”) AND ANY PERSON WHO APPLIES FOR REGISTRATION TO OPEN AND MAINTAIN AN ACCOUNT WITH THE COMPANY (“USER”) ON COMPANY’S WEBSITE “CHEMAXE” (www.chemaxe.com) AND/OR ITS RELATED MOBILE, CLOUD, DESKTOP AND OTHER SOFTWARE APPLICATIONS (COLLECTIVELY REFERRED TO AS THE “PLATFORM”) .

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ABOUT RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS IN RELATION TO THE PLATFORM. BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS AGREEMENT BEFORE REGISTERING ON THE PLATFORM.

BY CLICKING ON THE “AGREE” BUTTON, YOU AS A USER INDICATE YOUR PERSONAL ACCEPTANCE AND CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AND IN CASE THE USER IS AN ENTITY, THE USER’S AUTHORIZED REPRESENTATIVE REPRESENTS THAT HE/SHE IS DULY AUTHORIZED TO COMMIT USER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO ACCEPT THIS AGREEMENT ON USER’S BEHALF.

The Company and the User shall hereinafter be individually referred to as the “Party” and collectively as the “Parties”.

Now therefore, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, it is hereby agreed by and between the Parties hereto, and this agreement witnesseth as under:

GENERAL

The Platform is acting as an intermediary for providing an online trading platform for Buyers and Sellers to connect and facilitate the purchase and sale of Products and other ancillary services relating thereto (“Services”).

User agrees to abide by the terms of this Agreement, Terms of Use and Privacy Policy to avail the Services on the Platform. [Note: Please create hyperlink to Terms of Use and Privacy Policy here.] If User does not understand these documents or do not accept any part of them, then User shall immediately discontinue the use of the Platform and the Services and close its User Account (if already opened).

Upon availing the Services on the Platform and/or matching of order on the Platform, the User (as a Buyer or Seller) shall be contracting on a principal-to-principal basis with the respective Seller / Buyer, as the case maybe, for completion of the purchase / sale of the Products.

This Agreement takes effect when you click on “Agree” button or earlier when User uses any of the Services (the “Effective Date”).

2. DEFINITIONS

In addition to the terms defined elsewhere, the following terms shall have the meaning as provided below:

“Applicable Laws” or “Laws” shall mean any applicable national, local or other laws, statutes, ordinances, regulations, guidelines, policies, order, ruling, judgment and other pronouncements having the effect of laws of the applicable jurisdiction or jurisdictions, as the case may be, enacted, issued or promulgated by Governmental Authority as may be prevalent at the relevant time.
“Broker” shall mean the Person who assists in completing the Credit on Broker Trade on the Platform between the Buyer and the Seller and is registered with the Platform as a “Broker”.
“Buyer” shall mean such Users who have registered on the Platform for purchase of the Products which are listed on the Platform by the Sellers.
“Consent” means any approval, consent, license, no-objection, registration, ratification, permission, waiver, authorization, or permit granted by a Person (whether in accordance with Applicable Law or pursuant to the terms of any contractual obligation binding on such Person).
“Directors” means the directors of the company and “Director” means any one of them (as the context requires) and such usage of the term “Directors” or “Director” will include alternate directors appointed in accordance with the Companies Act.
“Governmental Authority” or “Governmental Authorities” means any national, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency, any statutory body or commission or any non-governmental regulatory or administrative authority, body or other organisation to the extent that the rules, regulations and standards, requirements, procedures or orders of such authority, body or other organisation have the force of Laws or any court, tribunal, arbitral or judicial body, or any stock exchange of India or any other country.
“Products” means bulk chemicals which are listed on the Platform from time to time.
“Person” shall mean an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company or other entity or organisation, a government or political subdivision or an agency or instrumentality thereof and/or any other legal entity (in each case, whether or not having separate legal personality).
“PO” shall mean the purchase order.
“Seller” shall mean such Users who have registered on the Platform for selling their Products on the Platform.
“Virtual Escrow Account” shall mean the digital escrow account allotted to the Buyer during registration.
“Trade”/ “Trades” shall mean online selling and purchasing of the Products on the Platform between Buyer and Seller.
“Trading Day” shall mean such days of the week on which trading is permitted on the Platform from 10:00 AM to 6:00 PM, excluding Sundays and designated holidays as maybe decided by the Platform from time to time. Further, time during which Trades can be executed on any Trading Day can be revised by the Company at its sole discretion.
“Trade Confirmation” refers to the document titled ‘Trade Confirmation’, or such other title as may be decided by the Company from time to time, that is automatically generated upon the matching and confirmation of the Trade between the Buyer and the Seller on the Platform, and which will contain the details regarding such Trade.

3. TERMS OF SERVICE

3.1 User understands and acknowledges that the Trades on the Platform are algorithmically matched and that the Company/ Platform does not exercise any discretion for matching of Buyers and Sellers.

3.2 The Platform will allow Users to execute such types of Trades as may be decided by the Company from time to time, which may include the following:

a. Cash Trade, which can be either online or offline;
b. Credit Trade;
c. Credit on Broker Trade

The rules governing the aforesaid Trades are provided in Annexure A below and the User consents to such rules and agrees to comply with the same as per the type of Trade chosen by him/her/it. The User acknowledges that that the role of the Platform in case of each of the aforesaid type of Trades is limited and Platform will only be carrying out functions as explicitly provided hereunder.

3.3 To facilitate secure transactions between Buyers and Sellers, the Platform may at its discretion offer virtual escrow services (“Escrow Services”) for Cash Trade and where the Company has decided to provide Escrow Services, it will open a Virtual Escrow Account for the Buyer upon registration, with such third party trustees/ banks / escrow agent, as the Company may deem fit. Where the Buyer and Seller choose to use the Escrow Services, if and when provided by the Company, they undertake and agree to the terms of using Escrow Services as provided in Annexure B below.

3.4 The User understands and agrees that any of the Services on the Platform can (at the sole discretion of the Company) undergo changes or be discontinued by the Company at any time without any prior intimation to the User.

4. REGISTRATION AND PASSWORD
1. The User acknowledges and agrees that to use the Services on the Platform, the User will be required to register on the Platform and create login ID and password (“User Account”). The User agrees to provide all such details, information and documents that may be asked by the Platform for creation of the User Account. The mere creation of the User Account will not entitle the User to buy/ sell on the Platform and completion of the know your customer (“KYC”) norms shall be mandatory.
2. The User further agrees to provide all details that are asked by the Platform as part of its KYC norms including but not limited to:
  1. Entity Details (Name, type of business, nature of business, phone number, email id, website and address)
  2. Management Details (Director’s name, email address, phone number, identification proof and trades handling person name, email address and phone number)
  3. Licenses (GST, address proof documents, methanol license, C9 license)
3. In addition to the above, the User agrees to provide all such additional information/ documents / declarations as may be required by the Platform from time to time for complying with the Applicable Law.
4. The User represents and warrants that all the information / documents provided by the User (either for User Account opening or as part of the KYC norms or otherwise) to the Company shall always be true, accurate, correct and complete in all respects and that the User will not misrepresent any facts.
5. The User understands and undertakes that it shall be solely responsible for updating the licenses and certifications that they previously provided to the Company before the expiration date of the same. The Company reserves the right to limit the access and usability to the Platform if the Company finds that the User does not have valid documentation required to conduct the Trades legally.
6. The User represents and warrants that it has all Consents as are required under the Information Technology Act, 2000 and the rules made thereunder, Consumer Protection Act, 2019 and the rules made thereunder including the Consumer Protection (E-Commerce) Rules, 2020, Manufacture, Storage and Import of Hazardous Chemical Rules, 1989 and all other Applicable Laws or regulations which are necessary for the storage, handling, transportation, safety, import, export, operation, sale, purchase or trade, whether online or not, of the Products, as applicable, and such licenses, registrations, consents and approvals are valid and existing as of the date of this Agreement and every time the User uses the Platform in terms hereof.
7. The User agrees, acknowledges and consents that any of the information or documents provided by the User can in addition to being shared by the Company/ Platform within the organization, can also be shared by the Company with third parties who are facilitating providing any part of the Services, including but not limited to escrow agents, trustees, banks, software partners and payment gateways, without any prior intimation or consent of the User.
8. The Parties agree that if at any time during or after receiving a request for Services from the User, if the Company has reason to believe the same to be unauthorized, untrue or false, the Company may at its sole discretion shall have the right to take any steps against the User, including cancellation of all or any of the Services, without refund of the Platform Fees already paid and without any prior information to the User. The User agrees that in such an event, the Company shall not be responsible or liable for any loss or damage that may be caused to the User as a consequence of such cancellation of all or any part of the Services.
9. The User can make limited changes to its User Account such as its profile information, contact details and such other details as may be permitted by the Company from time to time. The User shall be solely responsible for updating its contact details promptly so that the Platform can contact the User.
10. The Company reserves the right to refuse registration or delete User Account at the Platform’s sole discretion for any reason whatsoever. The User represents and warrants that he/she/it will not set up an account on behalf of another individual or entity unless it is authorized to do so. The User agrees to abide by all Applicable Laws and regulations and is solely responsible for all acts or omissions committed by him/her or where the User is not a natural person, by its employees/ officers/ representatives/ agents, etc.

By using the Platform and registering on the Platform, the User authorizes the Company to take any such action in respect of a User Account on the Platform as may be required by a Governmental Authority or under Applicable Law.

5. FRAUD OR UNAUTHORIZED USE

5.1 The User shall be solely responsible for maintaining the confidentiality of their User Accounts including its password and User agrees to accept responsibility for all activities that occur under its User Account. The User shall be responsible for the content of all the messages communicated through the User Account.

5.2 All Trades / transactions made, or instructions provided through any User Account on the Platform shall be deemed to be provided by such User. If User believes that its User Account on the Platform has been accessed or used in an unauthorized manner, then it shall be the User’s responsibility to contact the Company immediately for blocking of the User Account and the User shall be liable for all Trades/ transactions executed on the Platform till such time the User Account is blocked.

6. PLATFORM FEES AND PAYMENT TERMS

6.1 The User agrees and undertakes to pay all such fees and charges as may be required by the Company from time to time for availing any of the Services on the Platform (“Platform Fees”).

6.2 The Platform Fee payable by the User shall include (but not be limited to) the following:

Registration fees: This is a one-time fee payable by the User at the time of registration. This fee shall be non-refundable.
Subscription fees: Certain features of the Platform, as maybe decided by the Company from time to time, shall be available to the User only after payment of a subscription fee of such amount and at such intervals as may be decided by the Company. The subscription fees once paid, shall be non-refundable.

Trading fees: On matching with a Buyer/Seller (as the case may be) on the Platform, 0.1% of the total Trade order amount (as mentioned in the Trade Confirmation) shall be payable by the User to the Company as fees. Such percentage may be modified or waived by the Company from time to time at its sole discretion and such change shall be intimated to the User by the Company by email.

6.3 The Platform Fee shall be payable in such a manner as may be decided by the Company from time to time.
6.4 The User shall be liable to pay taxes, including goods and service tax, on the Platform Fee as per Applicable Law.
6.5 The Company may at its sole discretion revise and/or waive any of the Platform Fee, in part or full and such changes shall be intimated to the User by the Company by email.

6.6 The User understands, acknowledges and agrees that:

6.6.1 Platform facilitates payment settlement through banking partner to access Users bank account which is operated by the Users authorised signatories using the secure online payment system, and which is susceptible to hacking, virus attacks, malfunction.

6.6.2 All payments are subject to their own risk and volition.

6.6.3 The Platform shall not be liable for any loss or damage occurred to the User due to any such malfunction, hacking, virus attacks, errors and/or unscrupulous activities.

7. TRADING ON THE PLATFORM
7.1 The Seller shall provide list of Products which can be made available on the Platform for selling. Such list shall include details, hazardous nature, packing and storage details, specifications, disclaimers of Products and such other details as maybe required by the Company or under Applicable Law.

7.2 Pricing

7.2.1 The Company itself does not play any role in determining the price of any of the Products.

7.2.2 The Platform will display the Last Traded Price (“LTP”) for each Product and LTP is solely determined based on the last Trade matched between a Buyer and Seller on the Platform irrespective of the final completion of the purchase / sale between the Buyer and Seller. The LTP and other data analysis / reports/ historical data, etc. provided to the Buyers and Sellers as part of the Services are derived by the Company basis the Trades that are placed and matched on the Platform and any trades executed in the market other than through the Platform are not taken into consideration.

7.2.3 The User agrees that to mitigate high price volatility of Products, the Platform has right to take such steps as it may deem necessary including imposing limits on the percentage change permissible over the LTP while placing an order for the Product by a Buyer / Seller on the Platform. These limits can be modified at any time by the Company and can also vary depending on the type of Product being traded.

7.3 Rules governing the order

7.3.1 By entering into this Agreement, the User agrees to Trade in the manner and subject to such rules as laid down under this Agreement and/or as may be prescribed by the Company from time to time. The User acknowledges and consents to abide by the rules as detailed in Part A of Annexure C below.
7.3.2 In addition to above, the Buyer acknowledges and consents to abide by the rules as detailed in Part B of Annexure C below.
7.3.3 In addition to above, the Seller acknowledges and consents to abide by the rules as detailed in Part C of Annexure C below.
7.3.4 The User agrees and understands that the rules detailed under Annexure C will be enforceable by the User against another User as per the terms of the Sale Document (as defined below) and the Company does not provide any guarantee or warranty to any Person in respect of any User abiding / following such rules.

7.4 Placing of Trade order

7.4.1 The Trades on the Platform operate in the form of a bid system. The buy bids (created by the Buyer) (“Buy Bid”) and the sell bids (created by the Seller) (“Sell Bid”) are entered by providing the order details (Product details, port details, payment time, lot size, allow split purchase, minimum split quantity, price, order duration selector) and will be listed on the Platform.

7.4.2 Once a bid is placed on the Platform, it shall remain open and valid for such number of hours as may be selected by the Buyer or the Seller, as the case maybe, while placing of the bid, provided however the bid cannot remain open beyond the end of trading hours for the Trading Day on which the bid was placed. To clarify, the maximum time for which the bid placed on the Platform can be kept open will be for the day on which it is placed and will automatically expire at 6:00 PM (or such other time as decided by the Company from time to time) of that Trading Day.

7.4.3 Once the bid is placed and matched on the Platform, a Trade Confirmation will be generated. The matching of Buyer and Seller is automatic and is based on the algorithm developed by the Company. The User understands and acknowledges that the Company exercises no discretion in matching of the Buyer and Seller.

7.4.4 The User may at its discretion withdraw or modify the bid before matching and generation of the Trade Confirmation.

7.4.5 By placing a bid on the Platform, the User accepts, confirms and consents to become a party to and be bound by the terms and conditions as provided in Annexure G below (“Sale Document”) and agrees to complete the sale/ purchase of the Products as per the terms of the Sale Document.

7.4.6 Once a Trade Confirmation is created, the order cannot be cancelled, modified or withdrawn by the User on the Platform unilaterally and any cancellation / modification / withdrawal of the Trade order will be governed by the terms of the Sale Document.

7.4.7 The User understands that he/she/it will be permitted to place a bid (Buy Bid/ Sell Bid) on the Platform only after the trading fees corresponding to such proposed bid has been deposited by the User in the online closed wallet (“My Balance”) maintained by the User with the Platform. The User agrees to be bound by the terms of use for the My Balance account as provided in Annexure D below.

7.4.8 The User authorises the Company and consents to automatic deduction of the trading fees from the My Balance account on matching of the bid on the Platform. The User acknowledges and agrees that the trading fee once deducted from the My Balance account pursuant to an order matching on the Platform shall be non-refundable, non-transferable, and will not be refunded to the User even if the purchase / sale of the Product is not completed (either wholly or partly) between the Buyer and Seller after order matching.

8. USER LIABILTY
8.1 The User acknowledges and agrees that the Platform is only an intermediary for connecting the Buyer and the Seller and the Platform does not in any manner whatsoever give any assurances, representations, confirmations, warranties or indemnities in the relation to any of the Product or gives any assurances or commitments for fulfillment of purchase and sale of the Product between the Seller and Buyer as per the Trade Confirmation.

8.2 Notwithstanding anything contained herein, the role of the Platform in respect of any Trade is limited to matching of the bid on the Platform and once the bid is matched and Trade Confirmation is generated, the role of the Platform as against the User in relation to such Trade completes, save and except for limited involvement of the Platform in acting as an intermediary between the User and the escrow agent where Escrow Services are being used for payment as per the terms of this Agreement.

8.3 The User agrees and consents to the roles and liabilities as listed in Annexure E below and acknowledges that the same forms an integral part for the other User to place bids on the Platform and will form an integral part of the Sale Document. The User agrees and understands that the role and liabilities detailed under Annexure E will be enforceable by the User against another User as per the terms of the Sale Document and the Company does not provide any guarantee or warranty to any Person in respect of any User abiding / following such roles and liabilities.

9. PROHIBITED CONDUCT

The User represent, covenants and undertakes that the User shall not, either directly or indirectly:
9.1 Use the Platform for any illegal purpose or in violation of any Applicable Law or violate or encourage others to violate any right of or obligation to a third party, including but not limited to, by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights;

9.2 Use the Platform in any manner that could disable, overburden, damage, or impair the Platform, or interfere with any other User’s use and enjoyment of the Platform;

9.3 Use of Platform, or any information provided through the Platform for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, or any other form of unsolicited or unwelcome solicitation;

9.4 Use the Platform to buy, sell, or transfer Products which are stolen or fraudulently obtained or taken without authorization, and/or which are illegally obtained or products that have been subject to any government or regulatory action or warning or prohibited for dealing;

9.5 Use the Platform to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;

9.6 Impersonate another person or entity or misrepresenting their affiliation with a person or entity when using the Platform. User shall not use or attempt to use another’s account or personal information; and shall not attempt to gain unauthorized access to the Platform, or the computer systems or networks connected to the Platform, through hacking password mining or any other means;

9.7 Transmit content which posts or discloses any personally identifying information or private information about any third parties without their express consent.

10. USE AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

The Services provided by the Company are protected by copyright, trademarks, patents, trade secret and/or other intellectual property laws. The Company owns the title, copyright and other worldwide intellectual property rights in the Services. This Agreement or use of the Platform does not grant the User any rights to the intellectual property rights in the Services.
Nothing contained herein shall authorize the Users to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the Company without prior written consent. The User is hereby given a limited license to use the Service, subject to the User’s agreement of the terms of this Agreement.
When User upload, submit, store, send or receive content that may include feedback to or through the Platform and/or Trade history, the User gives the Company a worldwide, perpetual license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such content. This license shall not revert back to the User even if it is not used by the Company. The rights the User grants in this license are for the limited purpose of operating, promoting, and improving the Services, and to develop new ones. This license continues even if the User stops using the Services.

11. DISCLAIMER
11.1 THE SERVICES AND CONTENT ON THE PLATFORM INCLUDING PRODUCT DETAILS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE USE OF THE SERVICES IS AT USER’S OWN RISK. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, THE COMPANY (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE PRODUCTS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES OR PRODUCTS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
12. INDEMNITY AND LIMITATION OF LIABILITY
1. The Company makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability or completeness of any information provided on or through the Platform including display or listing of prices or Products on the Platform which in no manner is endorsed by Platform.
2. The Company is only providing a Platform for connecting the Users to buy or sell their Products. The Platform does not take any responsibility or hold any liability for any kind of loss due to Product quality, safety, genuineness, lawfulness, or availability of the Products offered for sale on the Platform. Moreover, the Platform does not facilitate or participate in any delivery and/or storage related to any Product.
3. The Company does not represent or warrant that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of Products offered or displayed on the Platform does not violate any third-party rights; and the Company makes no representations or warranties of any kind concerning any Product offered or displayed on the Platform. Any material downloaded or otherwise obtained through the Platform is at the User(s) sole discretion and risk and the User(s) is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by the User(s) from Platform or through or from the Platform shall create or be deemed to create any warranty not expressly stated hereinunder.
4. The Company provides the Services on the Platform on best effort basis and notwithstanding anything contained herein, under no circumstances whatsoever shall the Company be held liable for any harm, loss, damage or injury caused to any person or for any delay or failure or disruption of the content or Services delivered through the Platform which in any way arises out of the causes beyond its control including but not limited to act of god, riots, floods, fire, war, act of violence, natural calamities, epidemic, pandemic or other similar occurrence, telecom network or system errors/ failures, governmental actions, orders of courts or tribunals or regulatory bodies, accident/ neglect/ misuse/ fraud by User or its employees, agents, directors, officers, etc or non-performance by third parties. Without prejudice and notwithstanding anything contained hereinabove, any failure on the part of the Company/ Platform out of causes beyond its control shall not in any way reduce, alter, limit or affect the liability of a User in respect of any transaction entered into or executed through the Platform by such User.
5. The User acknowledges that the contract for sale and purchase of Products is between the Seller and the Buyer and that the Company / Platform has no obligation to ensure completion of such sale/ purchase. The User accepts that the Company shall not be liable for any loss, damage or injury resulting from any defect in Products offered by a Seller or any services availed by a User from a third-party service provider even where such third party services are availed through the Platform or for any breach of the terms of the Sale Document or this Agreement by another User or any third party (including a broker listed on the Platform).
6. To the fullest extent permitted by Law, the User hereby agrees to indemnify and hold harmless the Company and its affiliates, directors, officers and employees from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from its use of the Platform (including but not limited to the display of User’s information on the Platform) or from User’s breach of any of the terms and conditions of this Agreement. The User hereby further agrees to indemnify and hold harmless the Company, its affiliates, directors, officers and employees from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any of the terms and conditions of this Agreement or the Terms of Use or Privacy Policy.
7. The Seller hereby further agrees to indemnify and hold harmless the Company and its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims raised by other User or any third parties relating to any of the Products which are offered or displayed on the Platform for sale by the Seller. User hereby further agree that the Company is not responsible and shall have no liability for any material posted by other User(s) or any other person, including defamatory or false material and that the risk of damage from such material rests entirely with the User(s). The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User, in which event such User shall cooperate with the Company in asserting any available defenses.
8. To the fullest extent permitted by Law, in no event shall the Company be liable to any User for any direct, indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to User’s access to or use of the Platform and Services or any materials or content on the Platform or as part of the Services, whether based on warranty, contract, tort (including negligence), statute, or under any other law. To the fullest extent permitted by Law, User agrees that the Company will have no liability for any data that may be destroyed, lost or otherwise rendered inaccessible, whether because User failed to backup the data or for any other reason.
9. The User hereby agrees that all acts of the Company in relation to the Platform or any act / omission by the Company in relation to the User (including Company’s decision to declare such User as a defaulter under this Agreement) shall be binding on the User and that the User shall not challenge or dispute the accuracy or the authenticity of such acts/ omissions of the Company and the User hereby waive any and all of User’s rights, if any arising based on any contract or under law or otherwise, to so object or initiate any legal proceedings (including civil/criminal).
10. To the fullest extent permitted by Law, the aggregate liability of the Company towards any User for any claims arising out of or relating to this Agreement or Terms of Use or Privacy Policy or the Platform or the Services or otherwise, whether in contract, tort, or otherwise, is limited to the last subscription fees received from the User for the Services immediately prior to the event or circumstance giving rise to claim.
  
  13. REPRESENTATIONS AND WARRANTIES

The User represents and warrants to the Platform / Company that:

13.1 it has full legal authority and capacity to enter into this Agreement;

13.2 it has power to execute, deliver and perform its obligations under this Agreement and all necessary corporate approvals, permits, licenses (as applicable) have been taken to authorize such execution, delivery and performance;

13.3 the delivery and performance of its obligations under this Agreement does not and will not:

contravene any law, regulation or order of any government, regulatory or other official body or agency or any judgment or decree of any court having jurisdiction over it; or
conflict with or result in any breach or default under any agreement, instrument, regulation, licence or authorization binding upon it.

14. DEFAULTER
1. The Company reserves the right to declare any User as a “Defaulter” on the Platform in the circumstances as mentioned in Annexure F below. The User agrees and gives consent for such list of “Defaulter” to be displayed on the Platform accessible only to the registered Users and Brokers.
2. The User agrees to provide all such information, data and documents as may be required by the Company from time to time in relation to or to give effect to the terms of this Agreement including this clause.
On being classified as a “Defaulter”, the Company reserves the right at its sole discretion to impose such restrictions on the User as it may deem fit, including suspension and/or cancellation of the User Account.

15. ADVERTISING

Some of the features on the Platform may be supported by advertising revenue and the Platform may display advertisements and promotions. In consideration of the Company granting User access to and use of the Services, the User agrees that the Company may place such advertising and promotions at its sole discretion.

16. MODIFICATION/ AMENDMENT OF THE TERMS OF THIS AGREEMENT AND/OR THE SERVICES

16.1 The Company may update this Agreement from time to time at its sole and absolute discretion, and the date of the last update shall be reflected at the bottom of this Agreement. The Company may communicate such amendments through email or on the User Account. If the User continues to use the Services on the Platform after such date, the User is deemed to have accepted such variation/ amendment. If the User does not accept the variation, the User must stop accessing or using the Platform and the Services and close the User Account.

16.2 The Platform’s right to vary this Agreement in the manner aforesaid can be exercised by the Company without the consent of any person or entity.

16.3 In addition, the Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (in whole or in part) with or without notice. The Company may also change the Services, including applicable Platform Fees, in its sole discretion. If User does not agree to the changes, the User may stop using the Services. The User’s use of the Services, after implementation of the change(s) will constitute User’s agreement to such change(s). The User agree that the Company shall not be liable to the User or to any third party for any modification, suspension, or discontinuance of the Services.

17. TERMINATION

17.1 The term of this Agreement will commence on the Effective Date and will remain in effect until terminated as per this Clause 17.
1. Termination by User: If the User wishes to terminate this Agreement, the User shall immediately stop accessing the Platform and using the Services and shall close the User Account. The termination shall be effective from the date the User’s request for closure of the User Account is accepted by the Company or the User stops using the Services, whichever is later.
2. Termination by Company: While the Company prefers to give advance notice of termination, the Company reserves the right, in its sole discretion, to terminate User’s access to the User Account and the Platform and terminate this Agreement at any time, with or without notice, effective immediately.
  
  It is clarified that the termination of this Agreement by the Company or User is coterminous with the closing of the User Account and User ceasing to use any of the Services.

17.2 Except as otherwise decided by the Company in its sole discretion, any and all Platform Fees paid to the Company are non-refundable and any and all Platform Fees still owed to the Company by the User at the time of such termination shall be immediately due and payable. Upon termination, any and all rights granted to the User by this Agreement will immediately be terminated, and the User must also promptly discontinue all use of the Platform and Services.

18. MISCELLAENOUS

18.1 Governing Law and Jurisdiction:

This Agreement is governed by the laws of India.

2. Any claim or dispute arising as a result of this Agreement or relating to the Company or the Platform or any of the Services shall be subject to the exclusive jurisdiction of the courts at Ahmedabad, Gujarat.

18.2 Disputes

a. The User agrees and understands that the Trade and/or the sale and purchase of the Products is solely between the Buyer and the Seller and the Company does not provide any guarantees or warranties with respect to any User, third party or any service, good or delivery commitment provided by such User or third party. Use of Services on the Platform in no way represents any endorsement by the Company of any User or third party.

b. The User agrees and consents to undertake his/her/its own adequate due diligence prior to using of Services on the Platform. Any dispute is between the Seller and the Buyer without making Company, a party to such disputes. Further, the Company is not obligated to mediate disputes between the Seller and Buyer. However, the Company may at its sole discretion assist Users in communicating with each other regarding a dispute or in sending the User’s complaint to the other User.

c. In the event of any complaints regarding the Services, the User may contact the Company directly and the Company will work with the User to resolve it, where possible.

18.3 Cumulative rights and remedies: The provisions of this Agreement and the Company’s rights and remedies under this Agreement are cumulative and are without prejudice and in addition to any other rights or remedies that the Company may have in law or in equity, and no exercise by the Company of any one right or remedy under this Agreement, or at law or in equity, shall (save to the extent, if any, provided under law or in equity) operate so as to hinder or prevent Company’s exercise of any other such right or remedy under law or in equity.

18.4 No Partnership: The User agrees that no joint venture, partnership, employment, or agency relationship exists between it and the Company as a result of this Agreement or the User’s access to or use of the Platform.

18.5 Headings: Headings used in this Agreement are for reference purposes only and in no way define or limit the scope of the Clauses.

18.6 Severability: If any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable.

18.7 Waiver: The failure of the Company to act with respect to a breach of this Agreement by the User or others does not constitute a waiver and will not limit the Company’s rights with respect to such breach or any subsequent breaches.

18.8 Survival: The obligations under the provisions of Clauses 8, 10, 11, 12, 13, 17 and 18 will survive any expiration or termination of this Agreement.

18.9 Entire Agreement: This Agreement, the Terms of Use and the Privacy Policy on the Platform constitute the entire agreement between the User and the Platform and govern the User’s use of the Platform, superseding any prior agreements between User and the Company.

18.10 Assignment: This Agreement and any rights and licenses granted hereunder, cannot be transferred or assigned by the User. The Company may assign, in whole or in part, the benefits or obligations of this Agreement. The Company will provide an intimation of such assignment to the User, which will be binding on the User.

18.11 Rights of third parties: A person or entity who is not a party to these this Agreement shall have no right to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

18.12 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on the Company’s part shall be subject to correction without any liability on the Company.

18.13 Currency: Money references on the Platform shall be in Indian Rupees, unless otherwise specified.

18.14 Binding and conclusive: The User acknowledges and agrees that any records (including records of any telephone conversations relating to the Services, if any) maintained by the Company or the Company’s service providers relating to or in connection with the Platform or the Services shall be binding and conclusive on the User for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between the Platform and the User. The User hereby agrees that all such records are admissible in evidence and that the User shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and the User hereby waive any of User’s rights, if any, to so object.

18.15 Sub-contracting and delegation: The Platform reserves the right to delegate or sub-contract the performance of any of the Platform’s functions in connection with the Platform and/or Services and reserve the right to use any service providers, sub-contractors and/or agents on such terms as they deem appropriate.

Annexure A: Types of Trade

Part A: Cash Trade

“Cash Trade” means a Trade where the Buyer makes the payment upfront to the Seller, whether online or offline as mutually agreed terms between the Buyer and the Seller.
The User will match on the Platform for Cash Trade only where under both Buy Bid and Sell Bid cash trade has been selected.
Once the Trade Confirmation in relation to Cash Trade has been generated, the Platform will provide the contact details of the Buyer and Seller to each other and thereafter the Buyer and Seller to mutually whether to complete the Trade online or offline and will communicate the same to the Platform by clicking on the “I do not wish to use escrow” button in the User Account.
1. Para A: Offline Cash Trade
Where the Buyer and the Seller mutually decide to complete the Cash Trade offline by clicking on the “I do not wish to use escrow” button on the User Account in relation to the particular Cash Trade, the role of the Platform is completed and the purchase and sale of the Products as per the Trade Confirmation shall be governed by the terms of the Sale Document and as may be mutually agreed between the Buyer and Seller.
1. Para B: Online Cash Trade
Where the Platform offers Escrow Services, the Buyer and the Seller may mutually decide to complete the Cash Trade online by not clicking on the “I do not wish to use escrow” button on the User Account in relation to the particular Cash Trade and they shall be automatically redirected to the Escrow Services page. By not clicking on the “I do not wish to use escrow” button, the Buyer and the Seller undertake to complete the Cash Trade through the Escrow Services and as per the process provided hereunder.
Process:

The Buyer will deposit the total sale amount into its Virtual Escrow Account of the Buyer as registered on the Platform.
Once the Platform receives confirmation of the deposit of the total sale amount into the Virtual Escrow Account from the escrow agent appointed by the Company, the Platform will notify the Seller of such deposit on its User Account.
After the aforesaid confirmation, the Seller shall issue a DO to the Buyer immediately on the confirmation but in no event later than 3 (three) days of such confirmation.
The Buyer and Seller to mutually decide the terms and condition for delivery, including the delivery date and whether delivery will be in tranches.
On the delivery day, the Seller shall upload the invoice and e-way bill (together referred to as the “Delivery Documents”) on the Platform and click on the “Upload Documents” button. Thereafter, once the Delivery Documents have been uploaded by the Seller, the Buyer will be prompted in its User Account to click on the “Release Payment” button. The Seller shall ensure that before the tanker/container containing the Products as per the Delivery Documents leaves the port/ storage facility of the Seller, the Buyer clicks on the “Release Payment” button in its User Account.
The Buyer and Seller agree and acknowledge that the Platform will release the monies from the Virtual Escrow Account of the Buyer to the bank account of the Seller only after the Buyer has clicked on the “Release Payment” button.
In cases of partial delivery, the Seller shall issue a partial invoice and the Buyer shall ensure that it is giving instructions by clicking on the “Release Payment” button only for release of proportionate payment from the Virtual Escrow Account. The Platform will not verify such amounts from the Delivery Documents.

Where the Buyer and the Seller have decided not to complete the sale/ purchase of the whole or any part of the Product as per the Trade Confirmation or where the purchase/ sale is completed, the Buyer and Seller shall click on the “Mark as Complete” button on the Platform in their respective User Account. The Platform will under no circumstances whatsoever verify completion of the sale and purchase and will assume such completion (in whole or part) or cancellation of the same once both the Buyer and the Seller click on the “Mark as Complete” button on the Platform.

Part B: Credit Trade

“Credit Trade” means a Trade where the Seller agrees that the Buyer will make the payment for the Products at a later date and not immediately / at the time of delivery of the Products.
The User will match on the Platform for Credit Trade only if all the following conditions are fulfilled:

Seller should have selected the particular Buyer for Credit Trade from the list of Buyers made available to him/her/it on the Platform (“Seller Approved Credit Buyer”) and credit limit for each of the Seller Approved Credit Buyer been selected by the Seller (“Seller Approved Credit Limit”);
Under both Buy Bid and Sell Bid credit trade has been selected;
The total value of the Trade Confirmation shall be within the Seller Approved Credit Limit for that particular Seller Approved Credit Buyer.

Once the order for Credit Trade is matched between the Buyer and the Seller, the role of the Platform is completed and the purchase and sale of the Products as per the Trade Confirmation shall be governed by the terms of the Sale Document and as may be mutually agreed between the Buyer and Seller.
The Seller Approved Credit Limit for that particular Seller Approved Credit Buyer will be reduced/ blocked by the total amount of the Trade Confirmation.
Where the Buyer and the Seller have decided not to complete the sale/ purchase of the whole or any part of the Product as per the Trade Confirmation or where the purchase/ sale is completed, the Seller shall click on the “Mark as Complete” button on the Platform in its User Account. The Platform will under no circumstances whatsoever verify completion of the sale and purchase and will assume such completion (in whole or part) or cancellation of the same once the Seller click on the “Mark as Complete” button on the Platform. On clicking of the “Mark as Complete” button on the Platform, the Seller Approved Credit Limit for that Seller Approved Credit Buyer will be reset to include the blocked credit limit.

Part C: Credit on Broker Trade

“Credit on Broker Trade” means a Credit Trade where the Buyer and the Seller choose to complete the Trade with the assistance of a Broker.
Seller will be allowed to select the Broker with whom it wants to Trade; however, the Seller will be allowed to commence such Trade only once the Broker has accepted the request of the Seller to act as a Broker for Seller’s Trades.
Every Broker will be allowed to set credit limits for each of the Buyers listed on the Platform with respect to whom it wishes to deal with and the Trades will match only if the transaction value is within the credit limit set for the Buyer by such Broker.
The User understands that the fees payable to the Broker will not form part of the Platform Fee or the Trade Confirmation, and the fees for the Broker will be decided offline between the Seller and the Broker.
The User understands that the terms and conditions regarding the services to be provided by the Broker and the role, obligations and liability of the Broker in respective of any Credit on Broker Trade shall be determined offline between the Seller and the Broker before placing of a bid on the Platform for a Credit on Broker Trade and the Platform shall not be involved in the same. Any claim by a User against the Broker shall be governed by the terms of the Sale Document and as per the mutual understanding between the User and the Broker.

Annexure B: Terms of Escrow Services

The Escrow Services are being provided by the Company through third parties, trustee/ escrow agent and banks pursuant to an agreement by the Company with such third party entities. For details on Escrow Services, the User may request for additional details from the Company.

By using Escrow Services, the User shall be deemed to have given its consent to the following terms and conditions and also to abide by the terms of the agreement entered by the Company with third parties and provide all information / documents as may be required by such third parties for providing Escrow Services:

Since third parties are involved in providing Escrow Services, the User acknowledges that there might be delays, lags or interruptions in such services without any fault of the Company and that the Company cannot be held liable in any manner whatsoever for any such delays, lags or interruptions.
The Company will act as per the instructions of the User and the process for deposit and release of the monies to/ from the Virtual Escrow Account shall be as provided under Para B of Part A of Annexure A above.

[Note: Once the Escrow Agreement with a third party is finalized, the terms agreed therein including timelines within which moneys will be released, the same will be replicated here.]

Annexure C

Part A: Rules applicable to all Users

The minimum lot quantity for any bid on the Platform shall be 20 metric tons (“MT”).
The minimum split quantity on the Platform shall be greater than or equal to 20 MT.
Beyond the minimum lot quantity, the bid lot size may be increased or decreased in multiples of 5 MT.
The prices for any bid may be increased or decreased in multiples of INR 0.05.
The minimum split quantity may be increased or decreased in multiples of 5 MT.
A quantity tolerance of minus 1 MT shall apply for all orders at Kandla port and a quantity tolerance of minus 1.5 MT shall apply at Hazira and Mumbai ports, during delivery, for all Trade orders on the Platform (regardless of quantity).
If the delivered quantity exceeds the original delivery order quantity during delivery, the excess quantity shall be charged at the current market average price plus one unit (INR 1/-).
The Platform accepts buy and sell bids from its Users during the bid submission window of a call auction and the continuous auction hours.
Storage period for any Product provided by the Sellers shall be for a maximum period of 15 days from the time of generation of Trade Confirmation on the Platform (“Storage Period”) and can be extended only with the mutual consent between the Buyer and Seller.
The User understands that the transportation and insurance cost (if applicable) is not included in any prices displayed on the Platform or in the Trade Confirmation generated and the same will be arranged by the Buyer. The insurance responsibility (if applicable) and other liabilities on the Product will shift from the Seller to the Buyer on the payment date.
The Buyer and Seller may mutually agree for purchase and sale of additional quantity of the Product beyond the initial quantity as per the Trade Confirmation and for such additional quantity the Seller may issue a new PO. In such cases, the Buyer and Seller to mutually decide on the terms of such purchase and sale without any involvement of the Platform.
In addition to the above, in case of Credit Trade including Credit on Broker Trade, the following rules shall also apply:

The Buyer to send a Post-Dated Cheque (“PDC”) to the Seller.
The DO shall be issued by the Seller immediately on the receipt of the PDC but in no event later than 3 days of receiving the PDC from the Buyer.
The Buyer shall have a 70-day window, from the date of receiving the delivery to complete the payment towards the Seller. In the event the payment is not completed by the Buyer within such period, then at the discretion of the Seller, the Buyer may be granted another 30 days period to complete the payment.

Part B: Rules applicable to Buyer

In case of delay in payment, the Buyer is required to pay an interest of 1% of the total sale amount per month at an annualized rate of 12%, plus applicable GST.
If the Product as per the Trade Confirmation is not collected within the Storage Period, then separate storage charges will be applicable from the 16th day by the Seller and the same shall be settled offline between Buyer and Seller. The Buyer and Seller may mutually decide to extend the Storage Period for a period of another 15 days or such other extended time as may be mutually decided. For the extended Storage Period, the Buyer shall be liable to pay charges at INR 0.5 per kg + GST or as per mutually agreed terms between the Buyer and the Seller.

Part C: Rules applicable to Seller

The Seller to place bids and offer for sale only on Products which are in stock and are available with him for immediate sale. It shall be the responsibility of the Seller to withdraw Sell Bids in respect of Products which are not available with him for immediate sale.
Seller shall pack the Products carefully in order to provide safe delivery to the Buyer.
Seller shall be fully liable for claims without any limitation with respect to Products delivered by it.
The Seller shall provide the delivery order (“DO”) to the Buyer immediately upon generation of a Trade Confirmation, but in no event later than 3 days after the generation of the Trade Confirmation. The DO shall contain such details as provided in the Sale Document including the transporter details if the same has been communicated by the Buyer in advance.

Provided where the Buyer and Seller have decided to use the Escrow Services, the DO shall be issued by the Seller immediately on confirmation but in no event not later than 3 days of the confirmation being given by the Platform to the Seller of deposit of the total sale amount by the Buyer in the Virtual Escrow Account.

Provided further, in case of Credit Trade, the DO shall be issued by the Seller immediately on the receipt of the PDC but in no event not later than 3 days of receiving the PDC from the Buyer.

Annexure D: My Balance wallet terms and conditions

Wallet loading: The User may load money in the My Balance wallet through any of the mode of payments as may be permitted by the Company from time to time. The User represents and warrants that it is legally and fully entitled to use any debit card, credit card or bank account that he/she/it attempts to use to load funds into the My Balance wallet.
Transfer of funds: The User cannot transfer money from the My Balance wallet to other money accounts or bank accounts. The only time the User will be permitted to transfer money out of the My Balance wallet is at the point of closure of the User Account and discontinuation of the use of the Platform by the User, at which point the User would be required to transfer money to its bank account post providing required bank account proof of ownership and after completing the necessary formalities as may be required by the Company.
Expiry period: The My Balance wallet will be valid for an indefinite period unless communicated to the User otherwise or as may be required under the Applicable Law. In the event a validity period is prescribed for the My Balance wallet, the unused balances after the expiry of such account will be forfeited in accordance with Applicable Laws.
Permissible use: The money in the My Balance wallet can be used only towards payment of the trading fees and for such other purposes as may be communicated by the Company to the User from time to time.
Suspension: The User is obligated to use the My Balance wallet only as per the provisions of this Agreement and other terms as may be prescribed by the Company from time to time. Any activity in contravention of such provisions may lead to suspension of its My Balance wallet. Further, suspension of the User Account for any reason whatsoever will lead to automatic suspension of the My Balance wallet. During such period, User’s ability to use the My Balance wallet will be restricted, as prescribed by the Company.

Annexure E: User Liabilities

Quality Assurance: The Seller is liable for providing accurate evidence regarding the manufacturer, country of origin, alternate name, quantity, manufacturing month and year, hazardous nature, storage details, packaging information, and any other relevant information related to the Product that affects the quality of the Product. The Buyer may request for the relevant documents / details directly from the Seller once the bid is matched and the Trade Confirmation is generated on the Platform.
Certification: User is liable to ensure that it has valid and subsisting certifications and licenses as required under Applicable Law for them to Trade on the Platform and buy and/or sell the Products using the Platform throughout its use of the Platform. The Company may at its discretion ask for copies of any such documents at any time.
Transportation: The Seller is responsible for safe-keeping and delivering the correct Product (as per the DO) in good condition, ready for handover to the Buyer on the delivery day. Unless otherwise mutually agreed between the Buyer and Seller, the Buyer is responsible for pickup of the Product from the warehouse of the Seller and transporting the Product to the destination. In the instance that the Buyer needs authorization to transport the Product to their facility, they should consult with the Seller about the required documentation, whether they are to be uploaded on the Platform or as a physical copy during delivery.
Timely Delivery: The User shall be responsible for the timely delivery of the Products, transportation, documentation, funds, and any other factors. The timeline of the delivery will be pre-determined between the Buyer and the Seller and shall be subject to the Sale Document.
Tracking: The User is responsible for providing regular updates of the status of the delivery of the Product on the Platform.
Post-Trade Liability (Seller): Once the Products has been delivered, the Seller undertakes no liability with respect to the usage of such Products by the Buyer. Subject to the Sale Document, on and from the date of taking of delivery, the Buyer shall be solely responsible for the handling, usage, disposal, and distribution of the Product.
Post-Trade Liability (Buyer): The Buyer is liable for using the Product in a genuine manner and for commercial purposes. The Buyer is solely responsible for any damages or hazards caused due to mishandling, spillage, wastage, storage, sale, and/or distribution of the Product post-delivery. The Seller shall not be liable for any incidents that occur once the Product has been delivered to the Buyer.
Product Specifications: The User understands that Platform is not responsible for the particulars of the Product and any concerns regarding any discrepancies in the Product should be addressed between the Seller and the Buyer.
Quality Check: The User shall ensure that all the Products made available on the Platform shall be of excellent quality in accordance with best industry practices and shall meet with requirements of Buyers and shall comply with the Applicable Laws. The User undertakes to maintain all quality records, as may be required to establish and monitor if the Products conform to agreed specifications

The Buyer shall be responsible for conducting any quality checks they require beyond the certifications provided by the Seller. In the event the Buyer requires any quality checks to be conducted prior to delivery, then the same shall be at the discretion of the Seller and subject to such terms as may be mutually agreed between the Seller and the Buyer. The Company does not and will not play any role or provide any assistance for conducting of such additional quality checks.

Pre-Trade Liability: Prior to the delivery of the Product, the Seller is liable for the Product. The Seller shall ensure that it has the required quantity in stock before placing a Sell Bid on the Platform. Post the matching of the bid, if the Seller is unable to make the Products available for delivery, the Seller shall be liable to the Buyer for such breach as per the terms of the Sale Document and the Company shall not be accountable in any manner whatsoever for any deficiency in the availability, quality, or delivery of the Product by the Seller as per the Trade Confirmation.
Packaging and Management: The Seller shall be solely responsible for the packaging and management of the shipment before delivering it to the Buyer. At any stage, neither the Buyer nor the Seller can hold the Company accountable for the lack of availability, improper packaging, and management of the Trade order.
Credit on Broker Trade: The User acknowledges and agrees that the terms and conditions governing the services to be provided by a Broker and the role and responsibilities of the Broker in respect of any Credit on Broker Trade shall be discussed and agreed directly between the Broker and the Seller prior to the Broker agreeing to act as a broker for a particular Seller and Seller placing Sell Bid for Credit of Broker Trade by selecting such Broker.

The User acknowledges and agrees that the Company / Platform shall not be obligated to assist the Broker or any Seller or Buyer in negotiation or finalization of the terms and conditions or roles and responsibilities of the Broker and cannot be held liable in any manner whatsoever for breach by any party (either the Broker, Seller or Buyer) of such agreed terms and conditions in relation to Credit on Broker Trade.

The Company / Platform shall not be deemed to have assumed any responsibility or liability for any agreements made between any User (Seller / Buyer) and the Broker and the Company cannot be held liable in any manner whatsoever for any breaches, losses or damages suffered by the User as a result of breach by the Broker of any of the agreed terms of services as per the Sale Document or this Agreement or as otherwise agreed between the Broker and the User.

Annexure F: Defaulter

The User may be classified as a “Defaulter” by the Company as its sole discretion in the following circumstances:

The User breaches any terms of this Agreement (or act in a manner that clearly shows that the User does not intend to, or are unable to, comply with the terms);
The User fails to make the payment of any part of Platform Fees;
The User fails to rectify the breach of any of the terms of this Agreement within the timeline communicated by the Company;
The User in any manner abuses, threatens, bullies, or harasses the Company or the Company’s personnel;
The User has repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after the Company has asked the User to stop; or
The Company are required to do so under Applicable Law.

In addition to the above, the Buyer may be classified as a “Defaulter” if:

In case of a Credit Trade, the Buyer does not clear its dues towards the Seller after receiving the Product.
In the event that the Buyer fails to take delivery of the goods after receipt of the DO and upon the expiration of the Storage Period (including any agreed paid extended storage period).

In addition to the above, the Seller may be classified as a “Defaulter” if:

In case of any Trade Confirmation where the Seller has taken an advance and refuses to hand over delivery of the Product to the Buyer even after receiving the advance payment.

Annexure G: Sample Sale Document