Vendor T&C's

MERCHANT TERMS

These Terms of Service (“Terms”) are legally binding on all Merchants of who wants to register and sell through RPTradersMarket and/or its mobile applications (the “Platform”) owned and operated by Repotraders Ltd. (the “Company”). For the purpose of these Terms, wherever the context so requires “You”, “Your”, or “Merchant” shall mean any business registered to sell on the Platform. The term “We”, “Us”, “Our” shall mean Repotraders Ltd.

ACCEPTANCE OF TERMS; BINDING CONTRACT

The Terms constitute a binding agreement between Company and Merchant. The Company is currently engaged in the business of operating a web/app based e-commerce platform RPTradersMarket and related applications to end users (the “Customers”) utilizing the Company’s Platform. Merchant is a company currently engaged in offline selling of its products. Merchant has the necessary and relevant infrastructure, licenses and registrations, technical competence and other resources to provide the Services on the Company’s Platform. The Company currently wishes to act and operate as an online facilitator between Merchant and the Customers in order for the Customers to discover, identify and purchase (as per their own sole discretion) the listed products, amongst other similar or different products, using the Platform developed, maintained and operated by the Company as a part of its business, in accordance with the Company’s internal policies, code of conduct and policies that seek to regulate the overall interaction between Merchant and the Customer. Merchant who is currently engaged in the business of acquiring, stocking and selling the Services to the Customers through an offline mode and physical presence is desirous of availing the services provided by company.

By accepting the terms of these Terms, electronically or in writing, or by otherwise using the Service or the Services, including, but not limited to, making payment and/or authorizing payment to Company, Merchant agrees to be bound by the Terms set forth in these Terms. Merchant also agrees that Merchant’s electronic acceptance of these Terms shall have the same force and effect as if Merchant had agreed to the Terms set forth in these Terms in writing. Company reserves the right to reject any order or to cancel any order previously accepted if Company determines that Merchant is in breach of any term or condition set forth in these Terms.

Company provides its services to Merchant subject to these Terms and the Pricing Plans, which may be updated from time to time. By using Company’s Service or Services, Merchant agrees to (and hereby signs) the most current version of the Terms. If Merchant decides to use the Company’s Service or Services, it means giving express consent to these Terms.

USE OF SERVICES

The Parties hereby acknowledge and agree that the Company is primarily engaged with creating, modifying, operating and maintaining the Platform which seeks to connect Merchant with Customers interested or desirous of purchasing the Services using the means of the Platform. Accordingly, the Parties agree that the scope of these Terms is limited to regulating the terms and conditions pursuant to which the Company shall display, showcase and market the Services to potential Customers (the “Services”). For the avoidance of doubt, it is hereby clarified that the Platform along with any subsequent variations or alterations and any intellectual property rights associated with such Platform or related technologies shall be the sole property of Company and that no where should these Terms be considered as creating an obligation on the Company to license any such intellectual property or to share any confidential information associated with the Platform.

The Parties further agree that the scope of Services set out in greater detail at clause above may be varied, altered, modified or redacted at the sole discretion of the Company and that Merchant shall have no right to claim any damages (direct or indirect including for loss of opportunity) against the Company pursuant to any such variation, alteration, modification or redaction. In addition, the Parties agree that the provision of any Service by the Company to Merchant and the general relationship between the Parties shall at all times be regulated by the internal policies of the Company, as amended from time to time.

FEES

The Parties agree that for the purposes of providing the Services, the Merchant is required to pay a monthly subscription fee per month to the Company.

BOOKINGS AND PAYMENTS

When a Customer sends a booking request for Service(s) on the Platform, Company will immediately contact Merchant through email/text or in-app notification and let them know of the requested Service(s).

Customer will be charged automatically on their card. For online bookings by the Customer, payment gateway charges are applicable and will be charged back to the Customer.

CANCELLATIONS, REFUNDS AND MODIFICATIONS

Cancellation by Merchant. If Merchant needs to cancel any booking for any reason before accepting, Merchant agrees to do a full refund of any payment that was made toward the order. Cancellation is solely based at Company.

Cancellation by Customer. In the event that a Customer has to cancel the order before acceptance from the Merchant, Merchant agrees to do a full refund of any payment that was made toward the order. Cancellation is solely based at Company.

Modifications. Merchant can use the walk-in billing feature in the platform to accommodate any modification requested by the user and completed by the Merchant.

Cancellations or no-shows. Merchant agrees that to accommodate to the best of their abilities to wait for the Customer to a maximum time period of 15 minutes from the scheduled time. In the event that a Customer didn’t show up for the service after acceptance from the Merchant, Merchant agrees to do a 50% refund of any payment that was made toward the order.

Damages and Order mistakes. Merchant agrees that in case of any kind of order mixup or damage /issue with Service(s) that was not brought to the notice of the Customer before the completion of the Service(s), a full or partial refund for the Service(s) will be provided to the Customer once Company investigates the matter.

PENALTIES

Cancellations or no-shows. Cancellations and no-shows must be avoided by Merchant. This will affect the rating of Merchant.

LOCK-IN PERIOD AND TERMINATION

Merchant agrees that there will be a lock-in period of 12 months. During that period, the Merchant shall not avail the Services of another company providing similar Services. Either party may terminate the Services after the lock-in period by providing 30 days written notice to the other party.

Company may terminate this Agreement with thirty (30) days’ advance written notice to the Merchant in the event of the Merchant’s material breach of the Agreement and fail to cure such material breach after thirty (30) days of being notified of such breach. Termination for the Merchant’s material breach shall not relieve the Merchant of the Merchant’s commitment to pay for the Services for the initial term or then-current renewal term.

LIMITED LICENSE

The Company grants to the Merchant, a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-resellable license to use the platform provided in conjunction with the Services during the term in strict accordance with these Terms and solely for the Merchant’s business use. All rights not expressly granted herein are reserved and retained by the Company and its licensors.

ASSIGNMENT

Neither Party may assign the Agreement or any portion thereof without the other Party’s prior written consent (which such consent shall not be unreasonably withheld or delayed), however either party may assign the Agreement and all of that Party’s rights and obligations thereunder to: (i) a person or entity that is controlled by that Party, controls that Party, or is under common control with a Party (for purposes of this clause, “control” means beneficial ownership of all of an entity’s then-outstanding voting securities or ownership interests) (that Party’s “Affiliate”)); or (ii) the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets. The Terms shall bind and inure to the benefit of the Parties, their permitted assigns, and their successors.

TAXES

Each party shall be responsible for its own federal, state and local taxes, assessments, fees, surcharges and other financial impositions. Notwithstanding the foregoing, the Merchant agrees that if there is any tax payable by it, but which is to be collected by the Company which Company does not collect for any reason, upon assessment thereof by the applicable taxing agency, on demand by the Company, the Merchant shall immediately remit the same to the Company or the agency, as directed by the Company, even if such assessment arises after the termination of the Agreement.

INTELLECTUAL PROPERTY OF YOUR CONTENT

Some parts of the Services may allow Merchant to upload or submit content (such as text, images, video, lists, links, and other materials). Merchants retain all rights in any content that Merchant upload or submit, and are solely responsible for that content. Merchant grant Company a non-exclusive, royalty-free, worldwide, transferable, sub-licenseable license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Services. Company may, in its sole discretion, remove or take down any content that Merchant upload or submit to the Services for any reason, including violation of these Terms or any other policies.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF THE MERCHANT

Merchant hereby warrants and represents that it has the right and full authority to enter into these Terms and perform the obligations mentioned herein.

All obligations narrated under these Terms are legal, valid, binding and enforceable in law against Merchant.

There are no proceedings pending against Merchant, which may have a material adverse effect on its ability to perform and meet the obligations under these Terms;

That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Company.

It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of these Terms including but not limited to Intellectual Property Rights, Taxes, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.

That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into these Terms with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.

INDEMNITY AND LIMITATION ON LIABILITY

Merchant hereby agrees to fully indemnify, protect, defend and hold the Company, its promoters, directors, officers, agents or representatives harmless from and against any and all actions, claims, demands, proceedings, liabilities or judgments and any and all losses, damages, costs (including but not limited to attorney costs), charges and expenses of whatever nature and in whichever jurisdiction which may be instituted, made or alleged against, or which are suffered or incurred by Merchant, its promoters, directors, officers, agents or representatives and which result, relate to or arise from any breach of the provisions of these Terms or on account of any claims made by a Customer in relation to or in connection with the Service(s) using the Platform maintained and operated by the Company.

The Parties agree that the Company has allowed the Merchant to display and sell its Services on the Platform on the basis of the representations and information provided by Merchant and that such representations and information are the essence of these Terms. Accordingly, it is expressly agreed by the Company that Merchant shall be liable or responsible for any loss, injury or damage to the Company, Customer or any other third party, whomsoever, arising on account of any transaction undertaken pursuant to these Terms or as a result of the Services being in any way damaged, defective, infringing/violating any laws/ regulations/ intellectual property rights of any third party, whether directly or indirectly. Merchant further acknowledges and agrees that it shall be solely liable for any claims, damages, allegation arising out of the Services offered for sale through the Page on the Platform (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims, losses and damages. Further, Merchant shall not under any circumstance be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Company or any of its representatives.

The Company under no circumstances shall be liable to Merchant for any loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of these Terms, regardless of the type of claim and even if Merchant has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by Merchant to have been deliberately caused by the Company. This Clause shall survive the termination or expiration of these Terms.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of ___________. If any disputes or differences arise between the Parties as to the interpretation or the performance of these Terms, the same shall be referred to arbitration before a sole arbitrator appointed mutually by the Parties as per Arbitration Rules. The arbitration shall be conducted in the English and any awards shall be reasoned. The venue of arbitration shall be _____________. Such arbitral award shall be considered as final and binding by the Parties.

GENERAL

These Terms supersedes all prior discussions and writings with respect to the subject matter hereof and constitutes the entire agreement between the Parties with respect to the subject matter hereof. No waiver or modification of these Terms shall be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party.

The Parties understand and agree that no failure or delay by either Party in exercising any right, power or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

The Parties acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of the provisions of these Terms and that the Parties shall in such a case be entitled to seek specific performance of these Terms or any other injunctive relief as a remedy in equity for any such breach of these Terms. Any remedy claimed by the Parties pursuant to the provisions of these Terms shall not be deemed to be exclusive or all inclusive and shall be in addition to any and all other remedies which may be available to the Parties in law or equity.

Any notice or other formal communication to be given under these Terms shall be in writing and signed by or on behalf of the Party giving it. It shall be sent over email to the respective email addresses shared by each Party with the other Party for this purpose and marked for the attention of the undersigned.

If any provision of these Terms is held invalid, void, or unenforceable under any applicable statute or rule of law, it shall to that extent be deemed omitted, and the balance of these Terms shall be enforceable in accordance with its terms.

The contents of these Terms and any information passed on by the Parties is highly confidential in nature and that the Parties hereby agrees and undertakes to maintain confidentiality of such information and user/Customer data disclosed, generated or made available to Parties under these Terms. The said information shall not be used by the Parties or its agents, servants, representatives or any other person acting through or claiming through the Parties for any purpose other than for the performance of its obligations under these Terms. The Parties agrees that the unauthorized disclosure or unwarranted use of such information would cause irreparable harm and significant injury to the Parties, the degree of which may be difficult to ascertain. Accordingly, the Parties agrees that the Parties shall at all times have the right to obtain an immediate injunction from any court of law against a breach of these Terms by the Parties and/or unauthorized and unwarranted disclosure of the Confidential Information. Notwithstanding anything else contained in these Terms, the Parties shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

Nothing in these Terms shall be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. Merchant shall not be responsible for the acts or omissions of the Company and that the Company shall not represent Merchant, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of Merchant.