Terms & Conditions

These Terms and Conditions (“Terms”) constitute a binding legal agreement between Xneeti Tech Private Limited, a private limited company incorporated under the provisions of the Companies Act 2013, having its registered office at 965, 100 Feet, Road, Chawla Colony, Ballabgarh, Faridabad, Haryana, India - 121004 (hereinafter referred to as “Service Provider”) and any customer / seller (“Customer”) availing the Services (as defined below). These Terms are an electronic record in terms of the Information Technology Act, 2000 and applicable rules thereunder.

These Terms are intended to constitute a standard, uniform and non-negotiable framework governing the provision of Services by the Service Provider. The specific commercial understanding between the Service Provider and the Customer (collectively referred to as the “Parties” and individually as a “Party”), as may be determined at the time of onboarding or during the course of the engagement, shall be separately agreed and recorded in the manner prescribed by the Service Provider (“Commercial Terms”). In the event of any inconsistency between these Terms and the Commercial Terms, the Commercial Terms shall prevail solely to the extent of such inconsistency and strictly in relation to the commercial understanding between the Parties. All other matters shall continue to be governed by these Terms.

The Services are intended to be availed only by persons who are competent to contract under the Indian Contract Act, 1872 and are not disqualified from entering into legally binding agreements under any applicable law. By availing the Services, the Customer represents and warrants that it satisfies the foregoing requirements and has the requisite authority to enter into and perform its obligations under these Terms. The Service Provider reserves the right to refuse or discontinue Services where it reasonably believes that the Customer does not meet the eligibility criteria set out herein.

The Service Provider reserves the right to modify, amend or update these Terms from time to time, at its discretion. Any such updates shall become effective upon being made available to the Customer in the manner prescribed by the Service Provider. The Customer is responsible for reviewing the Terms periodically and continued availing of the Services following any such update shall constitute acceptance of the revised Terms. If the Customer does not agree to the updated Terms, it must discontinue availing the Services. In the event of any breach of these Terms or any other applicable policies or guidelines issued by the Service Provider from time to time, the Service Provider reserves the right to take appropriate action, including suspension or termination of Services, without prejudice to any other rights or remedies available under applicable law.

SCOPE OF SERVICES

• The Service Provider shall provide services relating to the management, optimisation and growth of the Customer’s e-commerce business, including accessing and operating the Customer’s marketplace accounts, evaluating existing operations, implementing growth strategies, optimising listings and advertising, and facilitating expansion across geographies (“Services”), as may be further detailed in the Commercial Terms.

• The Services set out herein are indicative in nature, and the specific scope, deliverables and service levels shall be as agreed in the Commercial Terms. The Service Provider shall not be obligated to provide any services beyond those expressly agreed.

CUSTOMER ACCOUNT AND ACCESS

The Service Provider may require the Customer to provide access credentials, business information and other details necessary for provision of the Services. The Customer shall ensure that all information provided is accurate, complete and updated, and shall be responsible for maintaining confidentiality of such credentials. The Service Provider reserves the right to suspend or restrict Services in case of inaccurate information, breach of these Terms or misuse.

ACCOUNT ACCESS AND RESPONSIBILITY

• The Customer shall provide the Service Provider with all necessary access to its marketplace accounts, systems, tools, and relevant data as may be required for the performance of the Services.

• The Customer represents and warrants that it has all requisite rights, permissions and authority to grant such access and that the provision of such access does not and will not breach any third-party agreements, platform terms of use or applicable laws.

• The Customer shall be solely responsible for: (i) all activities undertaken through its accounts, whether by the Customer, its personnel or any third party; (ii) ensuring that appropriate internal controls, approvals and safeguards are in place in relation to such access; and (iii) promptly notifying the Service Provider of any unauthorised access, breach or compromise of its accounts or systems.

FEES AND PAYMENT TERMS

• All fees shall be as set out in the Commercial Terms.

• Invoices shall be payable within 7 (seven) days from the date of invoice, unless otherwise agreed, and in the event of any delay in payment beyond such 7 (seven)-day period, the Customer shall be granted a further cure period of 15 (fifteen) days to make the outstanding payment.

• The Service Provider reserves the right to suspend Services upon prior written notice in the event that payment remains outstanding beyond the cure period. The Service Provider shall not be liable for any consequences arising from such suspension.

INTELLECTUAL PROPERTY

• Each Party shall retain all right, title and interest in and to its respective pre-existing intellectual property, including any modifications, enhancements or derivatives thereof.

• All deliverables, reports, outputs or materials specifically created and developed by the Service Provider for the Customer in the course of providing the Services (“Deliverables”) shall, upon full payment of applicable fees, vest in the Customer. Notwithstanding the foregoing, the Service Provider shall retain ownership of all underlying tools, platforms, methodologies, processes, know-how, templates and proprietary materials used in the course of providing the Services (“Service Provider IP”). To the extent such Service Provider IP is embedded in or forms part of the Deliverables, the Service Provider hereby grants to the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to use such Service Provider IP solely for its internal business purposes.

• The Customer shall not reverse engineer, copy, modify, distribute or commercially exploit the Service Provider IP, except to the extent expressly permitted under these Terms.

• The Customer hereby grants to the Service Provider, during the term of the engagement, a limited, non-exclusive, non-transferable and revocable right to use the Customer’s name, trademarks and logo solely for the purpose of identifying the Customer as a client of the Service Provider, including on the Service Provider’s website, marketing materials and other promotional communications. The Customer represents and warrants that it has all necessary rights to grant such usage.

• Except as expressly set out herein, no rights, title or interest in any intellectual property are transferred or assigned by either Party.

CUSTOMER OBLIGATIONS

• The Customer shall:

  • provide all necessary information, access, cooperation and support required for the provision of the Services in a timely manner;
  • obtain and maintain all necessary rights, consents and approvals required for the Service Provider to perform the Services;
  • comply with all applicable laws, marketplace policies and third-party terms applicable to its business and accounts;
  • implement appropriate internal controls and safeguards in relation to access provided to the Service Provider; and
  • not use the Services in any manner that is unlawful, fraudulent or in breach of these Terms.

• The Service Provider shall not be responsible for any delay, deficiency or failure in performance to the extent caused by the Customer’s failure to comply with its obligations under these Terms.

REPRESENTATIONS AND WARRANTIES

• Each Party represents and warrants that: (i) it has full power and authority to enter into and perform its obligations under these Terms; (ii) the execution and performance of these Terms does not conflict with any other agreement binding on it; (iii) it shall comply with all applicable laws in the performance of its obligations; and (iv) it shall obtain and maintain all necessary consents, licences and approvals required to perform its obligations under these Terms.

• The Customer further represents and warrants that: (i) it has valid and lawful rights to all data, content and materials shared with the Service Provider; (ii) such data, content and materials do not infringe any third-party rights or violate applicable laws; and (iii) it shall be solely responsible for the accuracy, legality and quality of its products, listings and marketplace activities.

• Except as expressly set out herein, the Services are provided on an “as is” and “as available” basis, and the Service Provider disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose or guaranteed results.

TERMINATION

• The Commercial Terms may provide for a lock-in period applicable to the Customer. During such lock-in period, the Customer shall not be entitled to terminate the engagement for convenience. The Service Provider shall, however, retain the right to terminate the engagement for convenience by providing 30 (thirty) days’ prior written notice at any time, including during the lock-in period. Upon expiry of the lock-in period, either Party may terminate the engagement for convenience by providing 30 (thirty) days’ prior written notice to the other Party.

• Notwithstanding the above, either Party may terminate these Terms with immediate effect upon written notice in the event of: (a) gross negligence, wilful misconduct or fraud; (b) a material breach by the other Party which remains uncured within a period of 30 (thirty) days after written notice; or (c) the other Party becoming insolvent, bankrupt, being unable to pay its debts as they fall due, or being subject to any insolvency, liquidation, winding up or similar proceedings.

• Upon termination or expiry: (a) the Services shall cease; (b) all outstanding dues shall become immediately payable; (c) refunds, if any, shall be governed by the Commercial Terms; and (d) the Service Provider shall, within 30 (thirty) days of termination or expiry (or earlier upon the Customer’s written request), delete or remove Customer’s Confidential Information (defined hereinafter) in its possession or control, subject to applicable law and internal retention requirements. Upon such deletion or removal, the Service Provider shall have no further liability in respect of such Confidential Information.

FORCE MAJEURE

The Parties shall not be held liable for any delay or failure in the performance of its obligations under these Terms if such delay or failure is due to circumstances beyond its reasonable control, including but not limited to acts of nature, labour disputes, strikes, pandemics, technical disruptions, hacking, and any other unforeseeable events. During any force majeure event, the Parties’ obligations will be suspended for the duration of the event.

CONFIDENTIALITY

• Each Party shall maintain the confidentiality of all non-public, proprietary or sensitive information disclosed by or on behalf of the other Party in connection with the Services (“Confidential Information”) and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except as required for the performance of the Services or as required by applicable law. Confidential Information shall include, without limitation, business and commercial information, customer data, pricing information, internal processes, marketing strategies, business plans, technical and technological information, trade secrets and financial information, whether disclosed in oral, written, electronic or any other form, that is designated as confidential or that reasonably ought to be treated as confidential.

• The Service Provider undertakes that all Customer Confidential Information shall: (i) be used solely for the purpose of providing the Services; (ii) be maintained in a manner that ensures logical segregation and isolation from data of other clients; and (iii) not be shared, disclosed, reused or otherwise utilised for the benefit of any other client or third party.

• The Service Provider shall implement and maintain reasonable industry-standard technical and organisational measures to protect Customer Confidential Information against unauthorised access, disclosure, alteration or loss.

INDEMNIFICATION AND LIMITATION OF LIABILITY

• Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its affiliates and their respective directors, officers and employees (“Indemnified Party”) from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach by the Indemnifying Party of these Terms or the Commercial Terms; (ii) any inaccuracy in or breach of the representations and warranties of the Indemnifying Party; (iii) any violation of applicable laws, marketplace policies or third-party rights by the Indemnifying Party; and (iv) the negligence, fraud or wilful misconduct of the Indemnifying Party. Without prejudice to the foregoing, the Customer shall additionally indemnify the Service Provider against any third-party claims arising from or in connection with the Customer’s products, listings, content, data or business operations.
• To the maximum extent permitted under applicable law, the aggregate liability of the Service Provider arising out of or in connection with these Terms or the Services shall be limited as follows:
  • where a lock-in period applies, to an amount equal to the total fees payable by the Customer for such lock-in period, subject to an overall cap of USD 5,000 (United States Dollar Five Thousand); and
  • where no lock-in period applies, to an amount equal to the fees paid by the Customer to the Service Provider in the preceding 2 (two) months.
• The foregoing limitation shall apply irrespective of the form of action, whether in contract, tort (including negligence) or otherwise.
• In no event shall the Service Provider be liable for any indirect, incidental, consequential, special or punitive damages, including loss of profits, loss of business, loss of data or loss of goodwill, even if advised of the possibility of such damages.

NON-SOLICITATION

Each Party agrees that, during the term of the engagement and for a period of 12 (twelve) months thereafter, it shall not, directly or indirectly, solicit for employment or engagement any employee, consultant or key personnel of the other Party who has been involved in the provision or receipt of the Services, without the prior written consent of the other Party. This restriction shall not apply to: (i) general solicitations not specifically targeted at such personnel; or (ii) any individual who independently responds to such general solicitations without prior direct or indirect solicitation.

MISCELLANEOUS

• Entire Agreement and Amendments. These Terms, together with the Commercial Terms, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior discussions, understandings or agreements, whether written or oral. These Terms may be amended only in the manner prescribed by the Service Provider from time to time, and such amendments shall become effective upon being made available, unless otherwise agreed in writing between the Parties.

• Governing Law and Dispute Resolution. These Terms read with the Commercial Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. Any dispute, controversy or claim arising out of or in connection with these Terms read with the Commercial Terms, including any question regarding its existence, validity, interpretation, performance or termination (“Dispute”), shall be resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time of commencement of arbitration. The seat and legal place of arbitration shall be Singapore. The arbitration proceedings shall be conducted in the English language. The tribunal shall consist of a sole arbitrator, unless otherwise agreed in writing between the Parties or required under the SIAC Rules. The award of the arbitral tribunal shall be final and binding on the Parties, and the Parties agree to waive any rights of appeal or challenge to the extent permitted under applicable law. Nothing in this clause shall prevent either Party from seeking interim or injunctive relief from any court of competent jurisdiction.

• Independent Parties. The Parties are independent contractors and nothing in these Terms shall be deemed to create any partnership, joint venture, agency or fiduciary relationship. Neither Party shall have the authority to bind the other.

• No Third-Party Rights. These Terms are for the sole benefit of the Parties and do not confer any rights or remedies upon any third party.

• Notices. All notices and communications under these Terms shall be in writing and may be delivered by electronic mail to the designated contact details of the Parties, and shall be deemed received upon transmission, unless delivery failure is notified.

• Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

• Survival. Provisions which by their nature are intended to survive, including those relating to confidentiality, intellectual property, limitation of liability, indemnity and dispute resolution, shall survive termination or expiry of these Terms.

• Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of such right, nor shall any single or partial exercise preclude any further exercise of such right.

• Assignment. Neither Party shall assign, transfer or novate its rights or obligations under these Terms, in whole or in part, without the prior written consent of the other Party. Any assignment in violation of this clause shall be void.