1.1

Blitzscale Technology Solutions Private Limited ("Company") is a private limited company engaged in the business of developing, operating, and managing a software-as-a-service platform to facilitate and enable D2C businesses to create their online e-commerce store by way of website and/or mobile application, and provide them with all the essential tools they need to manage their e-commerce store ("Business"). The Company also provides certain ancillary services which are covered in more detail under Clause 3 of these Terms.

3.1

Scope of Services.

3.1.1

3.1.2

The specific services from the basket of Services as enumerated herein above and as required by you will be agreed between the Parties, in writing, from time to time.

3.1.3

The Terms shall govern the scope of Services as agreed to be rendered by the Company to you.

3.1.4

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any part of the Services or access to the Services without Company’s prior written consent.

4.1

You will pay such fee (“Fee”) to the Company for provision of the Services as may be mutually agreed between the Company and you, from time to time.. You agree and acknowledge that the Fee covers the Services provided by the Company. Any third-party charges and out of pocket expenses including shipment charges for shipping the products through logistics partners and advertising charges or expenses incurred by the Company on your marketing/advertising activities (as approved by you in any form and manner from time to time) on various platforms, will be billed separately and are not included in the Fee. For the avoidance of doubt, all sums payable by you to the Company under these Terms will be paid free and clear of any deductions or withholdings whatsoever. Other than taxes charged by the Company to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority.

4.2

The Company will raise an invoice for the Fee and all other expenses specified in Clause 4.1 above on you.

4.3

The Fee shall be payable by you as per the invoices raised by the Company and shall be paid / discharged by you within 30 (thirty) days from the receipt of the invoice (“Payment Period”). In the event you fail to make the payment of the relevant invoice within the Payment Period, without prejudice to any other rights and remedies that the Company may have under these Terms or under applicable laws, a simple interest at an annual rate of 18% (eighteen percent) will accrue on the outstanding amount of the invoice for the period extending beyond the Payment Period. Without prejudice to the foregoing, in such cases of default or delayed payment of Fee, the Company reserves the right to suspend provision of the Services, for the period of default, without any liability or obligation towards the Company.

4.4

If you chose to avail Shipping Aggregation service, you agree to pay additional charges on the basis of weight delta, if the product weight/dimensions provided are different from the actual shipment.

4.5

You agree that the Company shall have the right to modify the Fee for the Services by way of giving a notice, without the need to execute any addendum or amendment agreement to these Terms for each change of Fee. Such modification shall be in effect from the date communicated by the Company in the notice, and the previously agreed Fee shall stand revised, with all the other provisions of these Terms subsisting as is. It is further clarified that any payments due to the Company from you shall be communicated and disbursed in accordance with the notice sent by the Company to you, from time to time.

4.6

You agree to remit such amount as security deposit (“Security Deposit”) as agreed between the Company and you, as security for the payment of the invoices raised by the Company, for its Services. The Company shall release such Security Deposit to you forthwith, provided that, you have availed Services of an amount equivalent to the [∙] (“Minimum Amount”), and makes the full requisite payments of invoices of such Minimum Amount. Further, the refund of Security Deposit to you shall also be conditioned upon the fact that you will in minimum spend INR 20,000/- (Indian Rupees Twenty Thousand only) on sales, promotion and advertisement. Notwithstanding anything to the contrary, the Company reserves the right to adjust any outstanding Fees from the Security Deposit after the Payment Period and to terminate its engagement with you.

4.7

The Company shall have the right to hold and adjust from any money collected by the Company on behalf of you to recover Fee and other reimbursements specified in Clause 4.1 above which is owed and payable to the Company by you. Further, the Company shall have the right to recover third party expenses incurred by the Company, from the money collected by the Company on your behalf before remitting the balance to you.

5.1

All rights, titles, and interest in, and to the Services, including all intellectual property rights arising out of the use of Services, are owned by or otherwise licensed to the Company. Subject to compliance with these Terms, Company grants you a non-exclusive, non-transferable, non-sub licensable, revocable, and limited license to use the Services in accordance with these Terms and Company’s written instructions issued from time to time. Any rights not expressly granted herein are reserved by the Company.

5.2

Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in, or license to, the Company’s or any third party's intellectual property rights in your favour.

5.3

You agree that you may not use any trademarks, logos, or service marks of the Company, whether registered or unregistered, including but not limited to the word mark ShopDeck (“Company Trademarks”) unless you are authorized to do so by the Company in writing. You agree not to use or adopt any marks that may be considered confusing with the Company Trademarks.

6.1

You shall protect and preserve the confidential information shared by the Company using same degree of care as will be exercised for the confidential information owned by you and shall not use the confidential information for any purpose other than the limited purpose of Services under these Terms.

6.2

You shall not disclose confidential or proprietary information by any means that is not authorized by the Company to any third parties, both during the term of the Terms and for at least one (1) year following its termination.

6.3

You shall avoid making copies of or duplicating the Company’s confidential and proprietary information unless directed to do so by the Company.

6.4

You shall use the confidential information provided by the Company solely for the purpose that is explicitly authorized by the Company.

6.5

You shall inform Company immediately if you become aware of any unauthorized disclosure or use of any confidential or proprietary information; and

6.6

You acknowledge and agree that, as between you and the Company, the confidential information, together with all intellectual property rights embodied therein (including, but not limited to, all patent rights, inventions (whether patentable or not), concepts, ideas, algorithms, formulae, processes, methods, techniques, copyrights, copyrightable works, trade secrets, know-how, and trademarks) are the sole and exclusive property of the Company.

6.7

Failure to adhere to any of the terms contained in this clause may result in the termination of these Terms between the Company and you, and Company may initiate legal action against you.

7.1

The Terms can be terminated by the Company without any cause with written notice to you. Upon termination of the agreement, you shall not be entitled to any compensation. These Terms shall remain in effect unless terminated in accordance with the provisions hereunder.

7.2

You may terminate these Terms without any cause with 10 (ten) days prior written notice to the Company.

7.3

The Company may restrict, deactivate, or terminate your access to, or use of, the Services, any portion thereof, or immediately, and at any point at Company’s sole discretion, (i) if you violate or breach any of the obligations, responsibilities, or covenants under these Terms, (ii) when you cease to become a user of Company’s Services, (iii) you do not, or not likely to qualify under applicable law, or the standards and policies of Company, to access and use the Services, (iv) violate or breach the Privacy Policy and / or the Supplemental Terms (if any), or (v) for any legitimate business, legal, or regulatory reason.

7.4

7.5

The Terms shall terminate, except for those clauses that are expressly, or by implication, intended to survive termination or expiry.

8.1

The Services are provided by the Company on an “as is" basis without warranty of any kind, express, implied, statutory, or otherwise, including without limitation the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, the Company makes no warranty that the Services will meet your requirements or expectations.

8.2

No advice or information, whether oral or written, obtained by you from Company shall create any warranty that is not expressly stated in the Terms.

8.3

The Company shall not be liable in any manner for any obligations that have not been explicitly stated in these Terms.

8.4

It is hereby clarified that the Company provides Shipping Aggregation services to you through third-party logistics partners engaged by the Company and does not engage in actual shipping and delivery of products. Further, the Company does not engage in any warehousing and / or packaging services.

8.5

The relationship between you and the Company is voluntary, non-exclusive, on a principal-to-principal basis, and the Parties are free to enter into any other arrangements or agreements, with any third-party.

8.6

The Company is not engaged in the provision, grant, or disbursement of any products. The Company is not and will not be responsible for any claim or for any damage suffered that is related, directly or indirectly, to or arises out of the use of Services.

8.7

The Company reserves the right to block your access to the Platform if you are in breach of any material terms and conditions of the Terms.

8.8

The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or device.

8.9

8.10

In no event shall Company, its officers, directors, and employees, or its contractors, agents, licensors, partners, or suppliers, be liable to you for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation, lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever), including but not limited to, any abuse or breach of data, even if Company or an authorized representative had been advised of the possibility of such damages, arising out of, or relating to (a) these Terms; (b) the Services; (c) your use or inability to use the Services; or (d) any other interactions with another user of the Services.

8.11

Nothing in these Terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit. To the extent such a warranty implied by law applies, and to the extent the Company is permitted under applicable law to do so, the Company’s liability will be limited, at its option.

8.12

You alone shall be responsible for compliance with all applicable laws as associated with the marketing, sales, storage and distribution of the products and more so for compliance with the Legal Metrology Act, 2009 and the Packaged Commodities Rules, 2011 thereunder.

8.13

The Company shall not be held liable in any manner whatsoever for the smooth functioning of the payment gateway / payment aggregator being relied upon by you.

8.14

The Company shall not be liable in any manner whatsoever for any failure whether in terms of quality or terms of response time in the communication services provided by the Company to you.

8.15

You are responsible for your e-commerce store, the goods or services you sell, and your relationship with your customers, not us.

8.16

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise to you from or as a result of any sale on your e-commerce store or your use of the Services. The Services provided by the Company shall not be construed as marketplace. Any contract of sale made by a user on your e-commerce store through the Services is directly between you and such user.

9.1

For the purposes of providing Services to you, the Company may collect, store, use and process the personal data (including sensitive personal data) such as address, e-mail address, contact details etc. of your end customers (“End Customer Data”).

9.2

You shall obtain prior consent from the end customers for transferring the End Customer Data for collection, storage, usage and processing of such data by the Company and shall comply with all measures as may be required or prudent to be complied with in order to ensure compliance with applicable laws (including any data privacy laws).

10.1

10.2

You shall also enabbreach of applicable data privacy laws by you in relation to the collection, storage and usage of information of the end customers.le the Company to initiate legal action for recovery of dues against third party(s) such as shipping agency, marketing agency etc. towards refund claim arising on account of lost / damaged goods or for claim of refund on return of goods.

11.1

These Terms shall be governed by, construed and enforced in accordance with, the substantive laws of the India without regard to its principles of conflicts of laws

12.1

If you wish to raise a dispute, claim, or conflict, which arises out of, or in connection with these Terms or the Services, you may raise a complaint, or raise a dispute, to your designated single point of contact (“Designated SPOC”). If your complaint or grievance does not get resolved within 3 (three) business days of communicating your complaint to the Designated SPOC, you may escalate your complaint with details of the Services availed by you to our grievance officer at [insert e-mail] or [insert phone number]. The relevant grievance officer shall respond to your complaint or grievance within 7 business days of receiving the communication failing which you may choose to resolve your complaint or grievance pursuant to Clause 12.3 below.]

12.2

You acknowledge and agree that it is preferable to resolve all disputes between you and the Company confidentially, individually and in an expeditious and inexpensive manner. You and the Company acknowledge and agree that private dispute resolution is preferable to court actions. Before commencing any formal dispute resolution in the form of arbitration proceedings, you and the Company shall first attempt to resolve any dispute or differences between them by way of good faith negotiation in accordance with Clause 12.1 above.

12.3

Upon failure of good faith negotiations in accordance with Clause 12.1 above, the disputes arising out of or relating to the Services, or Terms shall be resolved exclusively by final and binding arbitration by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this clause. The seat and venue for the arbitration shall be Bengaluru. The decision of the arbitrator shall be final and binding on both the Parties. Each party to the arbitration shall bear its own costs with respect to any dispute

12.4

You agree and acknowledge that the Company shall be entitled to raise a dispute or a claim against you for settlement of dues from such third parties who are involved in the provision of the Services to you.

13.1

The Company shall have no liability to you if Company is prevented from, or delayed in performing its obligations, or from carrying on its Business, by acts, events, omissions, or accidents beyond its reasonable control, including without limitation, pandemic, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, or compliance with any law or governmental order, rule, regulation, or direction.

14.2

Modification to the Services.
The Company reserves the right at any time to add, modify, or discontinue (temporarily or permanently), the Services (or any part thereof), with or without cause. The Company shall not be liable for any such addition, modification, suspension, or discontinuation of the Services.

14.3

14.5

14.6

Relationship Between Parties.
Nothing in these Terms, is intended to, or shall be deemed to create a relationship of partnership, agency, joint venture, joint enterprise, or fiduciary relationship between the Parties, and neither Party shall have the authority to contract for, or enter into commitments, for, or on behalf of the other Party.

14.7

Execution
These Terms shall be deemed to be executed upon you clicking "I Agree".