This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is a legally binding agreement between the Retailer (“you”, “your”, “Retailer”, “user”) FSN Distribution Pvt. Ltd. (“we”, “our”, “us”, “FSN-D”), whether acting for itself and/or on behalf of any of its affiliate companies and/or its third party suppliers and/or service providers. You acknowledge and agree that the Platform is a business to business (B2B) platform and provides services to business entities only.
I. GENERAL TERMS
1. EFFECTIVE DATE: The date you register on this Platform
2. APPLICATION AND ACCEPTANCE OF THE TERMS
3. PROVISION OF SERVICES
- You must register on the Platform in order to access and use the Services. Further, FSN-D 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 FSN-D may impose in its discretion.
- In case you avail services while accessing the Platform, that may be supported and/or provided by A 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. FSN-D disclaims all liability for any claims that may arise pursuant to your use of services provided by such third party service provider(s).
- User agrees and confirms that any Services provided to you by FSN-D are on best efforts basis and FSN-D 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.
- The Services included on or otherwise made available to you through the Platforms are provided on an “as is” and “as available” basis without any representations or warranties, express or implied, except if otherwise specified in writing. FSN-D does not covenant or warrant that:
- the Services will be made available at all times
- the operation of the Platform, including the functions contained in any content, information and materials on the Platform or any third-party sites or services linked to the Platform will be uninterrupted, timely or error-free, that the defects will be rectified, or that the Platform or the servers that make such content, information and materials available are free of viruses or other harmful components
- FSN-D shall have the right, at any time, to change or discontinue any aspect or feature of the Platform, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, FSN-D may discontinue disseminating any portion of information or category of information. FSN-D does not accept any responsibility and will not be liable for any loss or damage whatsoever arising out of or in connection with any ability/inability to access or to use the Platform.
- FSN-D 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 FSN-D.
- FSN-D may provide the User with non-binding market intelligence from time to time which is merely indicative. However, the User agrees that the purchases made by the User is relying on its own judgement, experience and skill and FSN-D shall not be liable for the same.
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
- 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 consumption. Except with FSN-D’s approval, one User may only register one account on the Platform. FSN-D may cancel or terminate a User’s account if FSN-D has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, FSN-D may reject User’s application, without assigning any reasons thereof, for registration for any other reason.
- 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 “Retailer 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.
- Your mobile phone number is treated as your primary identifier on the Platform. It is Your responsibility to ensure that Your mobile phone number is up to date on the Platform at all times. You agree to notify Us promptly if Your mobile phone number changes by updating the same on the Platform through a onetime password verification.
- The Retailer shall ensure that it: (1) shall not share, sell, resell, rent, lease, lend, or otherwise provide access to the Retailer Account, Retailer Account credentials or any services provided therewith in whole or in part, to any third party; (ii) shall not solicit or request other Retailers to provide their Retailer Account Credentials and/or related account information and materials; (ii)shall be fully responsible for all activity performed through or in connection with the Retailer Account and using the Retailer Account Credentials
- When you access the Platform you are electronically communicating with FSN-D. FSN-D 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 FSN-D 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 FSN-D. Please note that while FSN-D endeavors to provide these notifications and reminders to you, FSN-D does not provide any guarantee and shall not be held liable or responsible for any failure to send such notifications or reminders to you.
- FSN-D shall be entitled without prejudice to any other accrued rights, to terminate this Agreement by discontinuing/deactivating Retailer’s Account, on or at any time after the occurrence of any of the following events:
- Without assigning any reason by giving 5 days prior written email notification to the Retailer;
- if Retailer commits a breach of this Agreement; or
- In the event of any violation of laws/regulations or any unlawful / unethical conduct on the part of Retailer; or
- In the event any inquiry is initiated against Retailer by any statutory authority that has a material bearing on the reputation or Business or Products or Brand image of FSN-D; or
- in case Retailer files, a petition for bankruptcy/insolvency, is adjudicated bankrupt/insolvent, makes a general assignment for the benefit of its creditors, or is voluntarily or involuntarily dissolved or if Retailer passes a resolution for winding up; or a court of competent jurisdiction makes a winding up order for Retailer; or a receiver or administrative receiver is appointed in respect of all or any of Retailer's undertaking or assets;
- in case Retailer's directors/partners/proprietor or other officers are convicted for a criminal offence or an offence involving moral turpitude;
- in case the Retailer has provided any false or inaccurate information;
- for any other reason that FSN-D deems fit in its sole discretion.
- Upon termination of the Retailer Account, the Retailer shall be obligated to forthwith cease the use of Platform.
6. USERS GENERALLY
- 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 FSN-D, 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).
- FSN-D may allow User’s 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 FSN-D 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.
- You agree not to undertake any action which may undermine the integrity of FSN-D’s feedback system.
- You agree that the Services shall be availed by you only for commercial purposes that is for purchase of products for retail sale. You further agree that you will not use the Platform or any of its Services thereof for your personal use or consumption.
- The information, photo, image, chat communication, text, software, data, music, sound, graphics, messages, videos or other materials transmitted, uploaded, posted, emailed or otherwise made available to us ("User Content "), are entirely your responsibility and we will not be held responsible, in any manner whatsoever, in connection to the User Content. You agree to not encourage or assist or engage others as well as yourself in transmitting, hosting, displaying, uploading, modifying, publishing transmitting, updating or sharing any information that:
- User shall not host, display, upload, modify, publish, transmit, update or share any information which:
- belongs to another person and to which User does not have any right to;
- is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; 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;
- is misleading in any way;
- is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
- involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using FSN-D’s communication Platform;
- promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- 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;
- 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;
- contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
- provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
- provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- contains video, photographs, or images of another person (with a minor or an adult);
- 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;
- solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
- interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services;
- 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;
- harm minors in any way;
- 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;
- violates any law for the time being in force;
- deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- impersonate another person;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; 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;
- 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.
- is false, inaccurate or misleading;
- 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.
- shall not create liability for FSN-D or cause FSN-D to lose (in whole or in part) the Services of our internet service provider ("ISPs") or other suppliers.
- 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. FSN-D reserves its right to bar any such activity.
- 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.
- 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.
- You agree to indemnify FSN-D, 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. BREACHES AND SUSPENSION
- If any User breaches any Terms, or if FSN-D has reasonable grounds to believe that a User is in breach of any Terms, or could subject FSN-D or its affiliates to liability, or is otherwise found inappropriate or unlawful in FSN-D’s opinion, FSN-D shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
- Discontinuation, suspension or termination of whole or part of Services or the User’s account and any and all accounts determined to be related to such account by FSN-D in its discretion;
- any other corrective actions, discipline or penalties as FSN-D may deem necessary or appropriate in its sole discretion.
- Notwithstanding anything contained herein these Terms, FSN-D may with or without notice and in its sole discretion be entitled to suspend or de-activate User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behavior of the User on the Platform etc.
- FSN-D 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, FSN-D 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.
- If it comes to the knowledge of FSN-D or FSN-D 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, FSN-D 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. PURCHASES ON THE PLATFORM
User acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes. Retailer agrees to purchase the products from the Platform only for further retail sale and shall not use the products purchased for your personal use or consumption.
- FSN-D 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.
- The Retailer 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 retail, or offer to sell, the Products at its Retail Stores.
9. DISCLAIMER AND WARRANTIES
FSN-D will try to make access to and use of the Platform error-free. However, your access to the Platform may be suspended or restricted to allow for repairs, downtime, upgradation, maintenance, or for introduction of new facilities or services. Please note that FSN-D does not take responsibility for any access or use problems that arise from internet related issues at your end. FSN-D reserves at all times, the right, at its sole discretion, to refuse access to the Platform, terminate accounts, remove or edit content at its discretion
10. LIMITATION OF LIABILITY AND INDEMNITY
- To the maximum extent permitted by law, the Services provided by FSN-D on or through the Platform and the Services are provided "as is" and "as available" and FSN-D 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.
- FSN-D 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 FSN-D makes no representations or warranties of any kind concerning any product or service offered or displayed on the platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of FSN-D for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.
- Under no circumstances will FSN-D, or any of its directors, officers, employees, agents or content or service providers, be liable for any indirect, consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that relae to your purchase of any products on platform or any services availed, the use of, or the inability to use, the Platform or the content, materials and functions related thereto, the Services, provision of information via the Platform, even if FSN-D has been advised of the possibility of such damages. None of the directors, officials or employees of FSN-D shall be personally liable for any action in connection with the Platform or the Services.
- Retailer alone shall be responsible for any loss or damage caused to any third party in connection with the operation of its Retailer Store. Thus, Retailer indemnifies FSN-D from any and all losses arising out of a third-party claim made against FSN-D due to any breach or non-compliance by the Retailer of any law, agreement, this agreement, etc.
11. FORCE MAJEURE
Under no circumstances shall FSN-D 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.
12. INTELLECTUAL PROPERTY RIGHTS
- FSN-D 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 FSN-D or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by FSN-D are hereby reserved.
- "FSN-D", “Nykaa” and any other related icons and logos are registered trademarks or trademarks or service marks of FSN Distribution 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 is strictly prohibited.
- The trademark, copyright and all other rights photographs, marketing materials, brochures and all other documents, Products, and items capable of copyright or IPR protection and all secret or Confidential Information contained therein, are FSN-D’s and/or its Affiliate’s/suppliers’ property and Retailer undertakes not to copy the photographs and other documents, materials, Products, and items supplied by FSN-D nor to disclose any of their contents to any other party and Retailer undertakes to not make any direct or indirect use thereof otherwise than in conducting the business in accordance with the terms of this Agreement. Retailer undertakes to not make any direct or indirect use thereof otherwise than for the purpose of sale of the Products in accordance with the terms of this Agreement.
- All legal notices or demands to or upon FSN-D shall be made in writing and sent to FSN-D personally, by courier, certified mail, or facsimile to the following entity and address: FSN Distribution Pvt. Ltd., #A2, 4th Floor, Cnergy IT Park, Old Standard Mills Compound, Appasaheb Marathe Marg, Prabhadevi 400 025, email address: firstname.lastname@example.org. The notices shall be effective when they are received by FSN-D in any of the above-mentioned manner.
- 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 address, fax or email address registered by the Retailer on this Platform, 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 FSN-D may deem fit in its discretion
14. USER INFORMATION
FSN-D will collect, process and/ or use the information provided by You (including details of transactions on the platform). FSN-D may also share the aforesaid information with its associated companies for user verification, background verification, administering and performing customer care, suggesting credit & financing product(s)/scheme(s), personalized customer services as well as for sales promotion, marketing and opinion research activities, offering additional services, schemes, promotions, opportunities, enrolment in special programs, etc. You expressly consent to share such information and to receive calls and messages from telemarketers (engaged by FSN-D or its associated companies) for the aforesaid purposes.
In the event, FSN-D is required by any law, regulation, validly given order of any judicial or government authority or legal process to disclose any details related to You or purchases made on Your behalf, You give unconditional consent to share all such details with the concerned authority without any prior intimation to You.
II. RETAILER’S TERMS
These specific Retailer’s Terms shall be read in conjunction with the General Terms mentioned above and in the event of any conflict between the General Terms and Retailer’s Terms, the provisions of Retailer Terms shall supersede and prevail.
For the purposes of this Section, the following capitalised terms shall have the following meaning:
- “Retailer” OR “Retailer” 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 Retailer.
- “Consumer” shall mean the end-customer buying the Products from Retail Stores of the Retailer;
- “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.
“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 Retailer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).
“Logistics Services”strong> means the shipping, delivery, including cash on delivery (“COD”)strong> and other allied services provided by us to you pursuant to these Retailer Terms.
- “Order(s)”strong> shall mean order placed by Retailer for purchasing Products on the Platform.
- “Order Detail(s)”strong> shall mean the details relating to the Order, including without limitation, the description of Products, date of order placement, total amount payable by the Retailer, delivery date, mode of payment, unique order number (AWB number) etc.
- “Product(s)”strong> shall mean goods of any categories purchased by the Retailer on the Platform;
- “Retail Store”strong> shall mean such offline store (s) of the Retailer/Retailer that are registered with FSN-D at the time of creating the Retailer Account;
- “Shipment(s) / Consignment(s)”strong> 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.
- RETAILER’S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
- You represent, warrant and agree that:
- you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
- you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
- you will use the Platform and Services for business purposes only;
- 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;
- the address you provide when registering your account on the Platform is the Retailer place of business of your business entity;
- your business is validly existing and incorporated / established as per the provisions of applicable laws;
- you shall comply with all applicable laws while using and accessing the Platform;
- Subject to the terms and conditions contained herein, the Retailer shall sell the Products to its customers only from and at the Retail Stores. Retailer shall not be permitted to sell the Products in any other manner whatsoever and are not permitted for personal use or consumption.
- In case we provide you with Testers or Samples, the same shall be used solely for the purpose as Testers or be given as Samples, as the case may be, at the registered Retail Stores and shall not be used in any other manner whatsoever, including for retail sales.
- Retailer shall be solely responsible if it retails/sells the Products to end Customer of exhausted shelf life.
- Retailer shall ensure that it has all necessary infrastructure and facilities at Retail Store for the operation of its business.
- Retailer shall comply with applicable law, including but not limited to product display, packaging, sales, taxation, GST and data protection, at all times, including all data privacy safeguards as may be stipulated by FSN-D from time to time.
- Recall of a Brand or Product range: In case a Brand or a Product range is recalled due to reasons attributable to infringement, advertising, regulatory or legal matters, FSN-D shall intimate Retailer about such discontinuation. Post which, the Retailer shall be obliged to discontinue the display and sale of such discontinued Products.
The title to the Products shall pass over to Retailer upon delivery at the address mentioned in the registration form. Products shall be at the risk of Retailer from the date of delivery. The quantity of any consignment of Products as recorded by FSN-D upon dispatch shall be conclusive evidence of the quantity received by Retailer on delivery
- PAYMENTS BY RETAILERS
- Upon placing the Order on Platform, Retailer 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.
- We may also facilitate credit/EMI option to the Retailer at the time of check out. In case the Retailer opts for such EMI/Credit facility, FSN-D shall not be responsible for any default or delays by Retailer in payment of EMI/installments/interest/penalties, etc. or for non-compliance by Retailer with the terms of such EMI/credit facility.
- At the time of placing the Order to purchase Products on Platform, we may in our sole discretion require Retailer to pay a token amount equivalent to a certain percentage of the value of the Product(s) purchased (“Token Amount”). Such Token Amount payable by the Retailer shall in no event exceed the transaction amount for an Order. The Token Amount shall be non-interest bearing and shall be held in trust by us. This Token Amount shall be adjusted from payment received from the Retailer against the order delivered. In the event of any cancellation of the Order by the Retailer, we may in our sole discretion either:
- refund the Token Amount to the Retailer;
- forfeit the Token Amount as cancellation fee.
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.
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.
Retailer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.
Any refunds shall be subject to the Returns and Refund Policy. Refunds shall be processed in the same manner as they are received.
All payments made against the purchases on Platform by You shall be compulsorily in Indian Rupees acceptable in the Republic of India. Platform will not facilitate transaction with respect to any other form of currency with respect to the purchases made on Platform.
Further, FSN-D shall be entitled to set-off amounts payable by it to the Retailer upon refund, returns, penalties, damages etc. against the amounts due from the Retailer to FSN-D.
You understand, accept and agree that the payment facility provided by FSN-D is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, receiving payment through Cash On Delivery, collection and remittance facility for the transactions on the Platform using the existing authorized banking infrastructure and Credit Card payment gateway networks.
While availing any of the payment method/s available on the Platform, We will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to You due to:
- Lack of authorization for any transaction(s), or
- Exceeding the preset limit mutually agreed by You and between "Bank(s)", or
- Any payment issues arising out of the transaction, or
- Decline of transaction for any other reason.
III. MISCELLANEOUS PROVISIONS
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.
- Unless otherwise communicated to you by FSN-D, the Terms (including its sections as may be applicable to the Seller or Retailer) constitute the entire agreement between User and FSN-D 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.
- FSN-D 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.
- 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.
- FSN-D’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 FSN-D’s right to act with respect to subsequent or similar breaches.
- FSN-D 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 FSN-D). User shall not assign, in whole or part, the Retailer Account and this Agreement to any third party or person.
- These Terms, all transactions consummated between you and FSN-D and the relationship between you and FSN-D is governed by the laws of India, without reference to any conflict of laws principles and with an exclusive jurisdiction to the courts of Mumbai.
IV. Customer Support
In case of any issues with your order, please connect with customer support at email@example.com.
ORDER AND DELIVERY POLICY
We may modify this Policy from time to time, and any such changes will be reflected on the Platform and be effective immediately upon the changes being reflected on the Platform. Users agree to be bound to any such changes or modifications and understand and accept the importance of regularly reviewing the Policy as updated on the Platform from time to time.
I. LOGISTICS SERVICES
- Upon acceptance of your Order, we will deliver the Shipment(s) to You only at the delivery address registered with your Retail Account. We will not verify the identification of the person receiving the Shipment at the registered delivery address, however, we will obtain the signature of recipient of the Shipment on the Delivery Note. We reserve the right to engage the services of third-party service providers to deliver the Products to you. Please note, we usually dispatch most orders within 2-4 business days (excluding Sundays and public holidays).
At the time of placing the Order, if the Retailer chooses the option, pay ‘cash on delivery’, we will collect the amount pertaining to the Order at the time of delivery of the Products to the Consignee. The cash collected against the Order at the time of delivery of the Shipment shall be settled and remitted to the Seller in accordance with the settlement process as set out in the Seller Terms. In case the entire payment is not done at the time of delivery of the Order, the delivery will not be done and the Order shall stand cancelled. In case of frequent instances, FSN-D shall have the right to disable COD payment option for You.
We shall not be liable for any loss arising due to confiscation of Shipments by any government agencies due to lack of proper documents or inaccurate information provided to us.
Retailer is required to behave properly with the pickup and delivery associates of FSN-D and shall also support in loading and unloading of its consigments. Any misbehaviour, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. FSN-D reserves the right to suspend your use or access to the Platform in its sole discretion if deemed that a Retailer is in violation of this clause.
Every effort will be made to adhere to the delivery schedule, if any, mentioned at the time of Order check out, however, the Shipment may be delayed due to circumstances beyond our reasonable control or due to any force majeure event.
If the performance of our obligations, in our reasonable opinion is or is likely to be affected by any hindrance, risk, delay, difficulty, or disadvantage whatsoever and which cannot be avoided by our reasonable endeavour, we may, on giving notice in writing to you or without notice where it is not reasonably possible to give such notice, place the Shipment or any part of them at any place which we may deem safe and convenient. We may in our sole discretion charge additional costs of carriage to, and delivery and keep at, such place and all other expenses incurred by us in this regard and such additional costs will be as displayed on the Platform.
II. UNDELIVERED SHIPMENT
We or our third party service providers will attempt to deliver the Shipment to the Retailer for a maximum of three (3) attempts. However, in case of the occurrence of any one of the following event, we shall make no more than three (3) attempts to deliver the Shipment:
- Retailer refuses to accept the Shipment in 1st or 2nd or 3rd attempt;
- Address of the Retailer is not found despite two (2) attempts to deliver the Shipment
- Retailer asks FSN-D to hold the Shipment for delivery for more than seven (7) days;
- Retailer is unavailable at the delivery address to receive the Shipment
- Retailer does not have enough cash to make payment for the Shipment
- such other scenarios which are beyond our reasonable control
III. RETURNS AND REFUNDS
Terms of returns and refunds shall be governed by the Returns and Refund Policy, you agree to be bound by it.
IV. FEES AND CHARGES
- We will charge the Retailer for providing Logistics Services and unless otherwise stated, all such charges shall be exclusive of Goods and Services Tax.
- 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 Retailer will be liable to pay the same.
- For any additional services availed by the Retailer from FSN-D, FSN-D will charge additional charges for any such additional services. FSN-D may enter into a separate bi-partite contractual arrangement with the Retailer for provisioning of such additional services to the Retailer. FSN-D reserves its right to levy penalty or late payment charges in case of delay by the Retailer in clearing any dues payable to FSN-D.
RETURNS AND REFUND POLICY
This Returns and Refund Policy ("Policy") governs the return request raised by the Retailer in accordance with the terms of this Policy ("Return Request") and the mechanism for refunds for the payments made for accepted Orders.
We may modify this Policy from time to time, and any such changes will be reflected on the Platform and be effective immediately upon the changes being reflected on the Platform. Users agree to be bound to any such changes or modifications and understand and accept the importance of regularly reviewing the Policy as updated on the Platform from time to time.
A. RETURN AND CANCELLATION REQUEST
- Upon delivery of the Shipment, the Retailer shall immediately inspect the Products and may raise a Return Request for the Products, not later than 5 days from the date of delivery of the respective Shipment, on the Platform for solely for the following reasons:
- Product(s) is physically damaged, wrong, short;
- wrong Product or the Product is not matching the description or specifications mentioned on the listing page on the Platform;
At the time of making a Return Request on the Platform, Retailer will be required to provide appropriate supporting documentation/ proof including without limited to:
- images of the Product(s) indicating the issue in the Product/ shipment delivered. The images need to capture the following: (a) the shipping label with Order ID; (b) Order details; (c) packed shipment; (d) issue observed by the Retailer in the Product; (e) damages to the Product;
- copy of bill/ tax invoice for the Product received.
If any further information or clarification is required from the Retailer, we will contact the Retailer.
- Upon receipt of a Return Request from the Retailer, the same will be displayed on the Platform. We will internally scrutinize the Return Request raised by the Retailer. The Return Request raised by the Retailer will either be approved or rejected for the purpose of pick-up and the same will be communicated to the Retailer.
- Once the Return Request raised by the Retailer is accepted, our logistic service provider’s field executive ("FE") will pick up the Shipment from the Retailer ("Reverse Shipment") within such timelines, as maybe communicated or displayed on the Platform. At the time of such pick-up the FE shall conduct a QC check of the Shipment ("QC Check"), and the FE may take photos, videos, etc. of the Reverse Shipment.
- Cancellation requests before the shipment is dispatched: If the order or the item(s) that you want to cancel have not been dispatched yet, you can cancel the same on the app.
In such cases, the order will be cancelled, and the money will be refunded to you as point no. C (Refunds) below.
- Cancellation requests after the shipment is dispatched: A Shipment once dispatched, cannot be Cancelled by the Retailer.
- We shall verify the contents of the returned Shipment that are picked up from the Retailer. Retailer's return request shall automatically stand cancelled in case the Products handed over to us do not pass the verification check. We will not entertain any further return request in case of any cancellation due to verification check.
B. DECISION ON THE REFUND REQUESTS
Basis our internal scrutiny of the Return Request raised by the Retailer, any of the following may occur:
- Approval of the Return Request: In case of approval of the Return Request, if the Retailer has already paid for the Order, the order amount for the Product(s) shall be refunded to the Retailer within 24-48 hours days from the date of receipt of Products back in FSN-D’s warehouse and will take additional 5 days for the refund to reflect in Retailer’s account, provided the account details are accurate.
Rejection of the Return Request: The Return Request raised by Retailer shall be rejected, in case of any of the following reasons:
- If the Retailer does not respond to the inquiry calls and/or communication via other modes made by us to procure missing documentation and information in relation to the Return Request; or
- supportive documents are insufficient, or Retailer is unable to provide sufficient proof in support of the claim.
- Except for Cash On Delivery transaction, refund, if any, shall be made at the same Issuing Bank from where transaction price was received, or through any other method available on the Platform, as chosen by You.
- For Cash On Delivery transactions, refunds, if any, will be made via electronic payment transfers or through any other process as communicated to You from time to time.
- Refund shall be made in Indian Rupees only and shall be equivalent to the transaction price received in Indian Rupees.
- For electronics payments, refund shall be made through payment facility using NEFT / RTGS or any other online banking / electronic funds transfer system approved by Reserve Bank India (RBI)
- Refunds may be supported for select banks. Where a bank is not supported for processing refunds, You will be required to share alternate bank account details with us for processing the refund
D. The Retailer agrees to be bound to any changes or modifications made to this Policy as may be updated on the Platform, from time to time or any additional terms that may be communicated to the Retailer from time to time.