Buyers Agreement

1. DEFINITIONS :

“Company” shall mean O(1) India Private Limited, a company registered under the Companies Act, 2013 having its registered office at Office no. 401, 4th floor, Prudential building, Central Avenue, Powai, Mumbai, MH (400076).

“Platform” shall mean ‘Roposo Clout for Business’ which is a B2B E-commerce platform operated by the Company and includes the related website, mobile site and the mobile application of the platform, as applicable;

“Products” shall mean the goods and services listed on the Platform for the purposes of marketing and selling such goods and services to the Buyers;

“Us”; “We”; “Our” “Seller” shall mean the Company;

“Users”, “Buyers”, “You” or “Your” shall mean any natural or legal person who has access to and is using the Platform for the purpose of buying Products listed on the Platform; and

“User Account” shall be the account, which the Users shall be required to create with the Platform to avail the entire gamut of Services offered by it.

2. INTRODUCTION :

This Platform is operated by the Company under the brand “RoposoClout for Business”. The Company offers this Platform, including all information, tools and services available from this Platform to You, the User, conditioned upon Your acceptance of all terms, conditions, policies and notices stated here. The User’s use of the Platform and related tools and services thereof, including but not limited to viewing information, acting on such information and the transactions that may be implemented through the Platform, is governed by and shall be subject to these terms and conditions (hereinafter referred as “Terms of Service” or “Buyer’s Agreement”), the terms whereof are subject to change at any time, without prior notice to You. Any new features or tools which are added to the current Platform shall also be subject to the Terms of Service. To ensure that You are aware of the changes, please review this Agreement and all the documents referred to hereunder periodically.

If You continue to browse through this Platform, You are agreeing to be bound by the Terms which along with the Privacy Policy govern your relationship with us. You confirm that You have also read and have agreed and accepted to be bound by the terms and conditions incorporated in the terms of the Privacy Policy, which shall be deemed to be a part of this Buyers’ Agreement.

In the event You are representing an incorporated entity, You hereby confirm that You have been expressly authorised by such entity to consent this Buyers’ Agreement, and such entity agrees to be bound by the terms hereunder.

This Buyers’ Agreement sets forth the legally binding terms of Your use of the Platform and related services. By proceeding further, You confirm that You have read and have agreed and accepted to be bound by the terms and conditions mentioned herein and incorporated in any additional guidelines or rules applicable to particular services on the Platform (“Additional Documents”), which shall be deemed to be a part of this Buyers’ Agreement. In the event of any conflict between the terms of this Buyers’ Agreement and any aforesaid Additional Documents, the Additional Documents shall prevail. If any of the terms of this Buyers’ Agreement or of any of the Additional Documents are not acceptable to You, please do not use the Platform. Your continued usage of the Platform after any change constitutes Your acceptance of the amended Buyers’ Agreement.

3. SCOPE OF THE PLATFORM :

The Platform is an e-portal/mobile based application for marketing, purchasing and selling of Products. By visiting the Platform and/or buying/agreeing to buy Products listed on the Platform, You engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies, as may be laid down under any Additional Documents as referenced herein and/or available by hyperlink. These Terms of Service apply to all Users of the Platform, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of data, content, information, pictorial representations and/or images (“Content”). By signing up to this Platform, You also agree to not transact on any other e-commerce platforms operated by the Company.

4. EXCLUSION OF LIABILITY :

You are aware and fully understand that:

• Your order is an offer to us to buy the product(s) and we will provide you a confirmation of your order which will be an acknowledgement that we have received your order and does not confirm acceptance of your offer to buy the product(s) ordered. We only accept your offer and conclude the contract of sale for a product ordered by you, when the product is delivered.
• Your contract is with us (the Seller) and you confirm that the product(s) ordered by You are purchased for resale or for your business / institutional usage and not for personal use. You authorize us to declare and provide declaration to any governmental authority on your behalf stating the aforesaid purpose of the Products ordered by you on the Platform. We may fix minimum quantity of units or value that can be purchased in a specific order, and you shall be bound with such conditions.
• Platform will not be liable for any third-party complaints with respect to any misinformation provided by You to such third-party.
• You are responsible to remit to Us, the price of the product in INR upon placing a prepaid order on the Platform. You are responsible for remittance of taxes in applicable jurisdiction, as applicable on Your transactions.
• Company is not responsible for transactions which You undertake outside the Platform with respect to the products purchased by You from the Platform and We shall not be liable for any third party claims (including Your end customer claims) which we receive arising due to or in relation to the transactions undertaken by You outside the Platform.
• You reserve the right to return the Products to Us within five (5) days from the date of delivery. Refunds for any order will be processed to You or Your customer on your behalf. We may charge reverse logistics fees to You as set out in the below clause. For raising any returns or refund request please reach out to our customer support team. You are solely responsible for rendering customer support and addressing customer claims pertaining to Your dropshipping platform.

5. ONLINE STORE TERMS AND PRICING :

• By agreeing to these Terms of Service, You represent that You are at least the age of majority in your state or province of residence and You have given Us, Your consent to allow any of representatives to use this Platform;
• You may not use any Products for any illegal or unauthorized purpose;
• You may not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws);
• You must not transmit any worms or viruses or any code of a destructive nature;
• That the Content submitted by You shall not be derogatory, offensive or misleading in any manner;
• You are solely responsible for the Content that You upload, submit or send to or exchange on the Platform. We shall under no circumstances be responsible for any claims made by a third party in respect thereof;
• Any fraudulent use of this Platform or applicable payment method to purchase the Products, which causes any monetary loss to the Company as a result of Your action/inaction shall be recovered from You. Without prejudice to the above, the Company reserves the right to initiate legal proceedings against You for the fraudulent use of this Platform or for any other unlawful act or omission in breach of this Buyer’s Agreement;
• That images and pictorial representations on the Platform may be enhanced for advertising purposes;
• That You shall be responsible for checking the Content, Product description and other related information; and
• That You also understand and acknowledge that the use of the Platform requires internet /mobile network connectivity. You shall bear the costs incurred to access and use the Platform and We shall not, under any circumstances whatsoever, be responsible or liable for such costs;
• That You shall be solely responsible for all activities undertaken through Your User Account, whether or not You have authorized such activities or actions and shall, at all times, keep the Company indemnified in this regard; and
• If You are registering as a business entity, You represent that You are duly authorized by the business entity to accept this Buyers’ Agreement and You have the authority to bind that business entity to this Buyer’s Agreement.

A breach or violation of any of the Terms will result in an immediate termination of Services and may result in reporting to the law enforcement agencies.

6. TITLE OF GOODS :

We will endeavor to list availability information for products sold on the Platform, including on each product information page. Please note that dispatch estimates are estimates and not guaranteed dispatch times and should not be relied upon as such. As we process Your order, You will be informed by e-mail if any products You order turn out to be unavailable.

Title of goods will be transferred to You on CIF (Cost, Insurance and Freight) basis once Products are delivered at the desired delivery location provided by You. For ‘Cash on Delivery’ (COD) orders, we may collect COD amounts on behalf of You and shall remit payments owed to You if any as per mutually agreed timelines. Such remittance will be made only to Your bank account registered in name of Buyer’s entity. We reserve the right (however are not obligated) to seek relevant supporting documents to verify the accuracy of such information (including bank account details) provided by You. We are not liable for any incorrect, inaccurate, or false information provided by You and You agree to indemnify us against all liabilities and claims arising in connection with any incorrect or inaccurate information provided by You. In the event, Your authorized representative or the addressee fails to pay COD amount for a COD order placed by You, You shall be liable and shall indemnify Us against any third party claims arising from such failure in collecting COD amounts on your behalf for such COD order.

7. GENERAL CONDITIONS :

• We reserve the right to refuse Service to anyone (without assigning any reason) at any time.
• You understand that Your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Platform through which the Service is provided, without express written permission by Us.
• The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms.

8. PROHIBITED USES :

In addition to other prohibitions as set forth in the Terms of Service, You are prohibited from using the Platform, Products or its Content:

• for any unlawful purpose;
• to solicit others to perform or participate in any unlawful acts;
• to violate any international, federal, provincial or state regulations, rules, laws, or any applicable ordinances;
• to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
• to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• to submit false or misleading information;
• to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related Platform, other Platforms, or the internet;
• to collect or track the personal information of others;
• to spam, phish, pharm, pretext, spider, crawl, or scrape;
• for any obscene or immoral purpose; or
• to interfere with or circumvent the security features of the Service or any related Platform, other Platforms, or the internet. We reserve the right to terminate Your use of the Service or any related Platform for violating any of the prohibited uses.

9. TERMS OF USE :

You acknowledge that certain parts of this Platform are available only if You register on this Platform by following the registration process mentioned under this Buyer’s Agreement.

10. ADDITIONAL SERVICES TO YOU :

We also offer certain business support services for Your dropshipping platforms such as calling services, WhatsApp messaging, including logistics services and as part of customer support, We will facilitate return and refund requests from Your end consumers for Your dropshipping platform basis Your returns and refunds policy communicated to Us. You may opt for such services upon payment of mutually agreed fees set out under Annexure A, which may be amended from time to time. However, the liability for any refunds or returns for Your dropshipping platform lies entirely with You with respect to Your end customers and Your dropshipping platform. The Company shall not be liable for any third-party claims arising out of such services rendered for Your dropshipping platform. Platform accepts no liability associated with the pricing, product listing or delivery of goods or services by You to any third-parties. Platform is not responsible for transactions which You undertake outside the Platform with respect to the products purchased by You from the Platform and We shall not be liable for any third party claims arising outside the Platform (including Your dropshipping platform) which we receive arising due to or in relation to the transactions undertaken by You outside the Platform.

11. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION :

The material on the Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary and more accurate sources of information. Any reliance on the material on the Platform is at Your own risk; and

We reserve the right to modify the contents of the Platform at any time, but We have no obligation to update any information on the Platform. You agree that it is Your responsibility to monitor changes to Our Platform.

12. MODIFICATIONS TO THE SERVICE AND PRICES :

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to You or to any third-party for any modification, price change, suspension or discontinuance of the Service.

13. PRODUCTS :

We reserve the right, but not the obligation, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of Products or Product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product at any time. Any offer for any Product made on this Platform is void where prohibited.

14. OPTIONAL TOOLS :

We may provide You with access to third-party tools which We neither monitor nor have any control over nor do We provide any input. You acknowledge and agree that we provide access to such tools on an “as is basis” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by You of optional tools offered through the Platform is entirely at Your own risk and discretion and You should ensure that You are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the Platform (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

15. THIRD-PARTY LINKS :

Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this Platform may direct You to third-party Platforms that are not affiliated with Us. We are not responsible for examining or evaluating the content or accuracy and We do not warrant and will not have any liability or responsibility for any third-party materials or Platforms, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of Products, goods, services, resources, Content, or any other transactions made in connection with any third-party Platforms. Please review carefully the third-party's policies and practices and make sure You understand them before You engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

16. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS :

You agree that We may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that You forward to Us.

We are and shall be under no obligation to:

• maintain any Comments in confidence;
• pay compensation for any Comments; or
• respond to any Comments.

We may, but have no obligation to, monitor, edit or remove Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that Your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related Platform. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments You make and their accuracy. We take no responsibility and assume no liability for any Comments posted by You or any third-party.

17. PERSONAL INFORMATION :

Your submission of personal information is governed by Our Privacy Policy.

18. ERRORS, INACCURACIES AND OMISSIONS :

Occasionally there may be information on the Platform or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related Platform is inaccurate at any time without prior notice (including after You have submitted Your order).

We undertake no obligation to update, amend or clarify information in the Service, Product(s) or on anything related to the Platform, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related platform, should be taken to indicate that all information in the Service or on any related Platform has been modified or updated.

19. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY :

We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.

You expressly agree that Your use of, or inability to use, the Service is at Your sole risk. The Products delivered to You through the Service are (except as expressly stated by us) provided on an 'as is basis' and 'as available' for Your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Company our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Your use of any of the Service or Products, or for any other claim related in any way to Your use of the Service, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Product, Service or any Content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. The total aggregate liability of the Company for all claims arising under this Agreement shall be limited to the price of the Product in relation to which such claim has arisen. In states or jurisdictions that do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

20. COPYRIGHT AND TRADEMARK :

Our Platform and all Content on Our Platform, including graphics, text, icons, interfaces, audio clips, logos, images, reviews, comments and software is the property of Company and/or its Content suppliers and is protected by Indian and international copyright laws. Any use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the Content on this Platform can only be made with the express permission of Company. All other trademarks, brands and copyrights other than those belonging to Company, belong to their respective owners and are their property. Each time You upload the Content, You grant the Company a worldwide non-exclusive, transferable, royalty free license to use any such content including by way of distribution, storage, hosting, sub-license, reproduction, communication, creation of derivative works, and modification of such content. You accept that such license will not terminate upon Your deletion or removal of the Content or other uploaded content in respect of which it is granted; and shall continue to be used by the Company, on the Platform.

You agree and confirm that:

• All copyright, database right and all other proprietary rights, title and interest in all Content and or information presented on this Platform (“IP”) is owned by and/or licensed to Company or owned by and/or licensed to the supplier of the Products and/or Services or is owned by and/or licensed to the person uploading such Content and is or may be protected or covered by copyright, trade mark, intellectual property law and/or other proprietary rights, unless expressly stated otherwise.
• No extracts of this Platform or part thereof shall be displayed, printed or downloaded by You or with Your assistance, for any reason, including without limitation to commercialise any IP in any way.
• Your use of this Platform does not confer on You or any other party, any licence or other rights under the intellectual property or other proprietary rights of Company, the seller of the Products and/ or Services and/or of any third party, whether implied or otherwise.

21. INDEMNIFICATION :

You agree to indemnify, defend and hold harmless Company and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of Your breach of these Terms of Service or the documents they incorporate by reference, or Your violation of any law or the rights of a third-party.

22. SEVERABILITY :

You acknowledge that certain parts of this Platform are available only if You register on this Platform by following the registration process mentioned under this Buyer’s Agreement.

23. TERMINATION :

These Terms of Service are effective unless and until terminated by either You or Us. If in our sole judgment You fail, or we suspect that You have failed, to comply with any term or provision of these Terms of Service, we also may terminate this Buyer’s Agreement at any time without notice and You will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny You access to our Services (or any part thereof).

24. NO WAIVER AND ENTIRE AGREEMENT :

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by Us on this Platform or in respect to The Service constitutes the entire agreement and understanding between You and Us and govern Your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

25. GOVERNING LAW :

These Terms of Service and any separate agreements whereby we provide You Services shall be governed by and construed in accordance with the laws of India and the Courts of Mumbai, Maharashtra, India will have the exclusive jurisdiction.

26. FORCE MAJEURE :

We shall not be held liable for any of Our obligations under the Buyer’s Agreement due to reasons beyond our control such as down time of servers, viruses, strikes, technical snags, system compatibility, natural calamities, acts of war, terror etc. You agree not to hold Us liable for any delay or adverse effect caused due to the occurrence of such an event.

27. CHANGES TO TERMS OF SERVICE :

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Platform. It is Your responsibility to check our Platform periodically for changes. Your continued use of or access to our Platform or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

28. CONTACT INFORMATION :

For any queries about Terms of Service, you can call us at 022-48964047 or mail us on support@roposoclout.com.

ANNEXURE A

1. Calling Service Charges:

Who is charged: Buyers who choose the calling service for address collection or Non-Delivery Report (‘NDR’) related to their orders on the Platform.

Charge amount: Rs.6 + applicable taxes per connected call.

Deduction frequency: Company will deduct this amount fortnightly from the settlement amount of the Buyer.

2. Shipping Charges: Company will charge forward logistic costs for all delivered orders. RTO and RVP penalty/charges shall apply in case of return of products.

Rate (Non Bluedart)

Rate (Bluedart)

3. Priority Shipping Program: Buyers may opt for special discounted rates on shipping charges by opting for the priority shipping program. This program is subscription based and must be “opted in” by communicating your intent to join the program over email to the Company. Once opted in, an annual subscription fee of INR 1000 plus taxes is charged/billed to the Buyer and the priority shipping rates are communicated.

Company may also run various discount offers on regular shipping charges and on priority charges respectively, at its own discretion. For offers details, please refer to the announcements/notification section on the platform.

4. WhatsApp Messaging service:

This service is available on an “opt-in” basis. Buyers can opt-in for this service by communicating their intent over email or via the Platform.

Charging Basis: Company will charge INR 1.6 + GST for every order that is shipped in the billing period. Cancelled orders that are not shipped will not be charged (as no messages will be sent).

The services include WhatsApp messaging to Buyers’ end customers at the below triggers (if applicable) –

COD to prepaid conversion: Company may provide additional services as part of WhatsApp messaging services to the Buyer to help the Buyer convert a COD order to a prepaid order on his/her dropshipping platform. Company shall send the payment link to the end customer of the Buyer via WhatsApp Messaging to offer the end customer an option to convert their COD order to prepaid and make payment for the said order. Such services shall be covered in the above-mentioned charges for WhatsApp messaging services. Buyer is responsible to obtain his/her end customer’s consent under its platform’s privacy policy to enable Company to contact such end customer via WhatsApp message for the said purposed.