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Terms And Conditions of Vendor

TERMS AND CONDITIONS OF VENDOR ENROLLMENT FORM FOR SNOH MARKETS ("TERMS")

These Terms form part of the Vendor Enrollment Form for SNOH Markets ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Vendor"), and SNOH Technologies Private Limited and its affiliates (collectively, "SNOH"), wherein the Vendor agrees to list, sell, and buy Products to/from the Customers via the SNOH Platform.

1. Definitions:

  1. "Calendar Month" means a month as named in the English calendar.

  2. "Commission" means the amount payable by the Vendor to SNOH, being a percentage (%) of Net Sales as set out in the Form.

  3. "Customer" means users who place Orders through the Platform.

  4. "Customer Application" means the proprietary online website and/or mobile based Order placement application of SNOH available on the Platform, which enables the Customers to (a) place an Order with the Vendor for the purpose of selling Products; and (b) track the status of the Order placed by such Customer with the Vendor; and (c) facilitates a provision of payment the Vendor towards the Products purchased from the Store.

  5. "Customer Data" means any and all identifiable information about Customer provided by the Customer via the Platform, including, but not limited to, Customer’s name, delivery addresses, email addresses, phone numbers, and Customer preferences, to be governed by the privacy policy located at https://www.snoh.in/privacy-policy.

  6. “Declaration” means the Declaration for SNOH Markets executed by the Vendor.

  7. "Pickup Charges" means the pickup fee charged by the Logistics Personnel from the Customers on each Order picked from the Customers.

  8. "Electronic Payment Mechanism" means the online and mobile based payment mechanisms including the third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or SNOH credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer.

  9. "Execution Date" means the date of execution of Form.

  10. "Form" means the Vendor Enrolment Form for SNOH Markets executed by the Vendor.

  11. "Information" means the information set out and provided along with the Form and includes any information which is supplied by the Vendor to SNOH under these Terms such as the Store(s) name, establishment name, logo, list of Products and images of the Products, the Price lists for the Products, opening hours of the Store operated by the Vendor, rates at which taxes are charged by the Vendor to the Customer, specific information the Vendor is under an obligation to supply to SNOH (a) immediately on the Execution Date; or (b) within 1 (one) day from any change in such information.

  12. "Logistics Personnel" means a third party service provider who shall be providing delivery services to the Customer and is connected for providing pickup services through the online technology Platform of SNOH.

  13. "Payment Mechanism Fee" means a fee as more specifically set out in the Form;

  14. "Logistics Services" means services offered by SNOH wherein SNOH connects the Vendor with Logistics Personnel through its online technology platform, who shall pick Order(s) from the Store, and deliver the same to the Customers.

  15. "Price" means the buying price of the Products as indicated on the Platform at the time of placing Order and as intimated by Vendor to SNOH from time to time.

  16. "Products" means the virtual page on the Platform, which lists out the scrap (either scrap metals, paper, plastic, glass, etc) including but not limited to paper-based goods (such as books, notebooks, cardboards, and related items), plastic-based goods (such as Plastic Bottles, plastic caps, plastic plates, and other plastic related items), metal-based scrap (such as copper wires, aluminium pipes, iron rods, and other metal related scrap), and other scrap items that are offered for sale by the Vendors to the Customers, on the Platform.

  17. "Vendor Application" means the SNOH developed online Order management application which provides Vendor the ability to (a) receive an Order for the Products; (b) accept or reject the Order within stipulated time; (c) provide updates on the Customers Order and its status; and (d) place a request for Logistics Services, if applicable.

  18. "Net Order Value"  means Final Order value received, including Commission and any other additional amount, charges, etc. that are due to SNOH from the Vendor under these Terms or the Form.

  19. "Net Sales" means the gross amount charged by the Vendor to any Customer that is attributable to any Order placed through the Platform, less all: (a) applicable taxes, (b) discounts being offered by the Vendor on the Platform, (if any);

  20. "Optional Services" means the optional services offered to the Vendor by SNOH from time to time.

  21. "Order" means the placement of an order by the Customer with the Vendor for the selling/purchase of Products via the Platform.

  22. "Order Value" means the amount which is payable by the Vendor upon order being picked or after being delivered, as the case may be  by the placement of an Order with the Vendor on the Platform for the Products.

  23. "Parties" means SNOH and the Vendor.

  24. "Platform" means the Website and Customer Application owned by SNOH.

  25. "Store" means a commercial establishment(s) for which the Vendor is executing the Form, and from where the Products picked from customer are delivered.

  26. "Vendor" means the entity/ individual being the legal owner / operator of the Store as mentioned in the Form.

  27. "Services" means the following services offered by SNOH to the Vendor on and from the Execution Date, for the provision of purchase of Products by the Vendor from the Customer through the Platform:

    1. listing of the Products and the Price list to be purchased by the Vendor in respect of the Products on the Platform;

    2. Order placement mechanism for the purchase of Products by the Customer from the Vendor on a real time basis;

    3. payment mechanism for the payment of the Order Value by the Vendor;

    4. Customer’s and Vendor complaint redressal services in respect of the functioning of the Platform; and

    5. Logistics Services.

  28. "Website" means www.snoh.in (including the webpages contained or hyperlinked therein and owned or controlled by SNOH), and such other media or media channels, devices, mobile applications, software, or technologies as SNOH may choose from time to time.

 

2. SNOH’s Obligations:

  1. SNOH will (a) list the Products and the Price list on the Platform as provided by the Vendors; and (b) Transfer to the User’, the amounts or payments received from the Vendor to the customer in accordance with agreed Terms set out herein.

  2. SNOH will display on the Platform, on a best effort and as-is basis, all necessary information provided by the Vendor. However, SNOH is not under any obligation to display any information until the Vendor provides all required information and such information is in compliance with SNOH’s policies, guidelines and applicable laws.

  3. SNOH will transmit the Orders placed by the Customer with the Store as per below:

    1. Orders through a third party point of sale system or SNOH API or a SNOH provided web dashboard, Order transmission on a real time basis; or

    2. Vendor device having the Vendor Application.

  4. SNOH will redress the Customers and the Vendor’s complaints in respect of the functioning of the Platform

  5. For the avoidance of doubt it is hereby expressly clarified that SNOH is only responsible for providing the Platform to the Vendor to list, offer and buy the Products from the Customers SNOH will not be responsible or liable for (i) the quality of the Products listed and advertised on the Platform; and/or (ii) the processing of the Orders which have been placed by the Customers with the Vendor on the Platform.

  6. If applicable, SNOH may suspend the Vendor’s account if the Vendor is found non-compliant with Consumer Protection Act, 2019, Legal Metrology Act, 2009 and any other applicable rules, regulations, licenses, standards and guidelines issued thereunder from time to time.

  7. For the Logistics Services:

    1. Vendor acknowledges and agrees that delivery will be made through a Logistics Personnel. Vendor understands and agrees that SNOH shall not be responsible if the Logistics Personnel indulges in theft of the Order or indulges in any illegal activity or misconduct against/with the Customer(s) and / or the staff of Vendor or indulges in any vandalism activity against the Vendor and/or the Store. Please note that SNOH uses its best endeavors to fulfill the Logistics Services opted by the Vendor. SNOH has no control, in any manner whatsoever, with respect to the ratings or reviews received by the Vendor for Order delivered through the Logistics Personnel, as such ratings are dependent on multiple factors including but not limited to each Customer’s experience with the Vendor.

    2. The Vendor shall not hold SNOH liable for any claims, raised by the Customer where the delay in handing over the Order to the Logistics Personnel is solely attributable to the Vendor and its staff.

    3. SNOH may collect Pickup Charges from the Vendor for pickup of the Order.

  8. Vendor acknowledges and agrees that SNOH for the purpose of Logistics Services, merely connects Logistics Personnel with the Vendors for pickup of Order(s) from the Customer to the Store and hence cannot be held liable for any illegal / unlawful activity of the Logistics Personnel.

 

3. Vendor’s Obligations:

  1. Vendor will not discriminate while purchasing Products from Customers ordering via the Platform. Vendor will not provide any preferential treatment to customers ordering directly from the Vendor through its direct sales channels including its own websites.

  2. Vendor shall ensure that all mandatory information pertaining to taxes, levies, and charges applicable on the Order(s) are clearly visible to the Customers on their invoice as per applicable laws.

  3. Vendor will ensure that the Information provided to SNOH is current and accurate, including but not limited to the Vendor name, geographic address, contact number, email ID, manager/contact person details, delivery times, opening hours, Products and, Price lists, taxes, service addresses, and any other relevant information that is required to be given as per applicable laws.

  4. Vendor shall provide to SNOH all relevant details pertaining to the Products being purchased through the Platform from the Customers, including but not limited to the Products description, images, country of origin, information that is required to be given as per applicable laws and any other content which is necessary for enabling the Customer to make an informed decision before making any purchase (“Content”). For the purpose of these Terms, the Content will include any materials, catalogue images, catalogue information, product information, text or graphics that the Vendor has shared with SNOH prior to the Execution Date of the Form. SNOH hereby disclaims all liability with respect to usage of such Content.

  5. Vendor will ensure that the Content pertaining to the Products, which is transmitted or submitted by the Vendor to SNOH for displaying, is accurate and corresponds directly with the appearance, nature, packaging, quality, purpose and other general features of such Products.

  6. Vendor shall process and execute the Order(s) promptly.

  7. Vendor shall be obligated to turn off “Accepting Orders” feature on its online ordering mechanism whenever the Vendor is unable to purchase Products from the Customer via SNOH Platform.

  8. Vendor shall not reject any Order transmitted by SNOH. In the event the Vendor rejects any Order, SNOH reserves the right to suspend the Vendor from the Platform

  9. Vendor shall inform SNOH about any change or modification made to the Order by the Customer, directly with the Vendor

  10. Where the Vendor avails any Optional Services, the Vendor will additionally be liable to abide with the terms and conditions of such Optional Services or any other terms and conditions pertaining to the Optional Services, communicated by SNOH to the Vendor from time to time.

  11. Vendor will contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order. In such cases, if the products are to sent back to the customer the pickup charges or any other related charges shall be borne by the Vendor.

  12. The Vendor shall at all times be responsible to check the quality and quantity of the Products at the time of receiving the Order from the Logistics Personnel. The Vendor agrees that SNOH shall not be responsible for any deficiency, damage or claims as regards quality or quantity or packaging of the Products. Vendor shall at all times be responsible to check the quality and quantity of the Products after receiving the order from Logistics Personnel. The Vendor agrees that SNOH shall not be responsible for any deficiency, damage or claims as regards quality or quantity or packaging of the Products.

  13. The Vendor hereby agrees to appoint a grievance officer to promptly redress the Customer complaints which have been referred by SNOH to the Vendor in respect of the (a) quality and/or quantity and/or issues related to payment; and (b) failure on part of the Vendor to comply with the special requests / instructions of the Customers where such requests and/or instructions have been clearly communicated by the Customer at the time of the placement of Order. The Vendor shall ensure that its grievance officer acknowledges the receipt of any Customer complaint within forty-eight (48) hours and redresses the complaint within one (1) month from the date of receipt of such complaint.

  14. The Vendor shall remove any/all such Products that are unavailable with the Vendor or does not wish to purchase through the Vendor from the Platform to ensure that the Customer is not able to place an Order for such unavailable/ineligible Product.

  15. For the avoidance of doubt it is hereby expressly clarified that SNOH is not responsible or liable to the Vendor and/or Customer for the (a) quality of the Products listed and advertised on the Platform; and/or (b) processing of the Order; (c) misconduct / illegal activity of the Logistics Personnel. The Vendor acknowledges and agrees that it will be solely responsible and liable to the Customer for the (a) quality of the Products listed and advertised on the Platform; and/or (b) processing of the Order.

  16. The Vendor shall be solely responsible for any warranty/guarantee of the Products purchased by the Customer and in no event shall be the responsibility of SNOH.

  17. The Vendor hereby agrees not to falsely represent itself as the Customer and post reviews about the Products or misrepresent the quality or the features of any Product.

  18. The Vendor shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer; and (b) appropriately processed to avoid any conflicts with Products sent. Vendor understands that the Order will be in transit for the period of pickup from the Customer to the Vendor and the Vendor shall ensure that this is taken into consideration while accepting and processing the Order.

  19. The Vendor shall process and check the order in their own discretion. In case there are any missing Products, the vendor has the right to edit order and deduct order value. In case there are products other than the ones mentioned in the order, the vendor in their sole discretion can segregate the products and only pay for the ones mentioned in the order.

  20. The Vendor understands that upon picking up the order, the pickup personnel might mix up the order with other orders (“Consignment”). For better understanding, Consignment is a mix of products, which may or may not involve multiple orders. In such cases, The Vendor can choose to process the entire consignment and/or orders without altering the consignment or process the order and /or consignment updating order and/or consignment and processing the rest.

  21. The Vendor shall address and resolve all Customer complaints received by SNOH relating to the efficacy, quality or any other issues relating to the Products expeditiously within timelines prescribed by the Ministry of Consumer Affairs or any other authority from time to time. Further the Vendor shall be solely liable and bound to take action on complaints raised by the Customers pertaining to the Order(s).

  22. Vendor acknowledges and agrees that it shall be required to furnish a copy of its PAN Card, TAN, GSTIN, FSSAI license and registration certificates and other details required as per law or for provision of Services, as maybe requisitioned by SNOH from time to time failing which, SNOH reserves the right to delist the Vendor from the Platform and / or curtail it’s access from the Platform.

  23. Where Vendor avails Logistics Services from SNOH, Vendor shall ensure that it upon receiving the order by SNOH Logistics Personnel Vendor shall check the contents of the orders its weight, the photograph and initiate the payment immediately. In case of consignments, the Vendor shall as per their own due process shall initiate the payment expeditiously after check the contents of the consignments or the orders.

  24. Furthermore, where SNOH offers Logistics Services, Vendor shall indicate to SNOH an indicative Order processing and completion time. Vendor shall ensure that the Order starts processing at the time the Logistics Personnel arrives to deliver the Order. Where the Vendor fails to process the Order after the arrival of Logistics Personnel within the indicated time, Vendor shall be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer.

  25. Vendor acknowledges and agrees that it shall not make any independent calls to the Customer and asks the Customer to make payments of amounts lesser than what was agreed by the Customer at the time of picking the Order through the Platform.

  26. Vendor except as required for the fulfilment of Order shall not use the Customer data for sending any unsolicited marketing message, announcements.

  27. Vendor shall not engage in any fraudulent activity or misuse any benefits extended by SNOH to Customers and shall be liable to SNOH in the event SNOH becomes aware of any fraudulent activity undertaken by the Vendor.

  28. Vendor shall not charge any Pickup Charges from Customers on Orders where delivery is through a Logistics Personnel.

  29. Vendor shall ensure to update the Vendor Application as and when the latest version of the application is available.


4. License:

  1. Vendor grants to SNOH an unrestricted, non-exclusive, royalty-free licence in respect of all Content (defined hereinabove) and Information provided to SNOH by the Vendor for the purposes of inclusion on the Platform and as may be otherwise required under the Form. This includes, but is not limited to, (a) use of the Vendor’s name in the context of Google adwords to support advertising and promotional campaigns to promote online ordering on internet which may be undertaken by SNOH (b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by SNOH for the purposes of its business.

  2. Any Content, Information or material that the Vendor transmits or submits to SNOH either through the Platform or otherwise shall be considered and may be treated by SNOH as non-confidential, subject to SNOH’s obligations under relevant data protection legislation.

  3. The Vendor also grants to SNOH a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any Content, Information or material for the purposes of providing services under these Terms or to or for the purposes of advertising and promotion of the Platform. SNOH may perform a variety of marketing activities to promote the Vendor and the Products; provided, however, that all such marketing activities will be determined in SNOH’s sole and absolute discretion and the Platform may be modified or updated, without notice and from time to time, to reflect any such changes.

  4. The Vendor agrees that all Content, Information or material provided to SNOH which is published on the Platform, may be relied upon and viewed by the Customers to enable them to make informed decisions before making any purchases or selling stage.

 

5. Intellectual Property:

  1. SNOH is, and will remain, the owner of the Platform, or otherwise, and all patents, copyrights, trademarks, service marks, trade secrets and other proprietary intellectual property, whether registered, unregistered, associated with the Platform and except as expressly provided in these Terms, no right, title or interest therein or thereto will be transferred to the Vendor hereunder.

  2. Vendor shall not use the name or any logo or trademark of SNOH without SNOH’s prior written consent.

 

6. Products and Price List:

  1. SNOH will display on the Platform the Products and Price list for the Vendor. The Vendor agrees that SNOH reserves the right to modify and delete certain items from the Product list at its sole discretion, listed on the Platform, to ensure compliance with requirements under applicable law in the relevant State or Territory and all other applicable legislation, regulations or standards.

  2. For the purpose of clarity, SNOH is merely a facilitator and the responsibility of the correctness and accuracy of such declarations and Content shall lie with the Vendor.

  3. SNOH shall endeavour to update Price lists within 72 hours of being notified of changes (in writing) by a Vendor. Where the Vendor has a unilateral right to access Vendor admin panel or dashboard to edit and update the Information which is displayed on the Platform by SNOH, the Vendor should ensure that it (i) keeps such information true, accurate and updated at all times; and (ii) complies with SNOH’s internal terms and conditions of use in this regard.

7. Payments Mechanism:

  1. The Vendor acknowledges and agrees that the Platform will provide the following payment mechanisms to the Customers for the payment of the Order Value:

    1. Electronic Payment Mechanism; and

    2. Redemption of vouchers and/or discount coupons (if any) approved by SNOH.
       

6. Returns and Refund:

While placing an order the User or Customer has confirmed that the goods being sold are of no use to them and are considered scrap and thus there is no option of returning the goods once connected with the Vendor or Merchant, though under certain exceptional circumstances, such requirements could be taken up at the sole discretion of SNOH.

The Vendor acknowledges taking care of the goods in such a manner to avoid any conflicts with the user or the customer.

 

8. Confidentiality:

  1. Any confidential or proprietary information of either Party, whether of a technical, business or other nature, including, but not limited to consumer information/ Customer Data, trade secrets, know-how, technology and information relating to customers, business plans, promotional and marketing activities, finances and other business affairs, including but not limited to these Terms (collectively, “Confidential Information”) disclosed to the receiving Party by the disclosing Party, including Confidential Information disclosed before the date of signing the Form, will be treated by the receiving party as confidential and proprietary.

  2. These Terms shall be considered SNOH’s Confidential Information. Unless specifically authorized by the disclosing Party, the receiving Party will: (i) not use such Confidential Information except as authorized by the disclosing Party; (ii) not disclose such Confidential Information to any third party; and (iii) otherwise protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature.

  3. This clause will not apply to any information that: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of these Terms; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (v) was developed independently by the receiving party without any use of Confidential Information.

  4. The Vendor shall restrict all Confidential Information of SNOH to its authorised personnel on a “need to know” basis and apprise them of the confidentiality requirements. This obligation shall survive the termination of the arrangement.

  5. Nothing in this clause will prevent SNOH from disclosing Confidential Information of the Vendor where it is required to be disclosed by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceeding or claim or otherwise by applicable law. In the event Vendor is required to disclose SNOH’s Confidential Information pursuant to any judicial, administrative, governmental or regulatory process in connection with any action, suit, proceeding or claim or otherwise by applicable law, the Vendor shall uses efforts to provide notice of such disclosure to SNOH and the opportunity for SNOH to seek a protective order to guard the confidentiality of the disclosed Confidential Information.The Vendor hereby agrees and acknowledges that disclosure of any Confidential Information of the Vendor for the provision of Services shall not be a breach of these Terms.

 

9. Representations and Warranties:

  1. During the subsistence of these Terms, the Vendor hereby unconditionally represents and warrants to remain in compliance with all applicable Indian laws and all other applicable legislation, regulations or standards.

  2. Vendor warrants that it complies and will remain compliant with Legal Metrology Act, 2009, Consumer Protection Act, 2019 and the applicable rules and regulations made thereunder and any other requirements or applicable law in the relevant State or Territory and all other applicable legislation, regulations or standards.

  3. Vendor warrants to procure and keep valid during the subsistence of these Terms, all requisite consents, licenses and/or registrations thereunder and provide copy of such consents, licenses and/or registrations to SNOH prior to availing the Services

  4. Vendor warrants to abide by all the terms and conditions provided under the Declaration.

  5. Vendor warrants that all the Content, Information or material provided by the Vendor to SNOH is and shall at all times be true, correct, genuine and accurate and not misleading in any manner.

  6. Vendor warrants that it is the sole author of, owns or otherwise controls all Content, Information or material provided to SNOH or has been granted the right to use such Content, Information or material from the rights holder of such Content, Information or material and that it does not violate or infringe the rights of any third party or applicable laws.

  7. Vendor warrants that it shall at all times be responsible to check the packaging, quality and quantity of the Products at the time of receiving the Order from the Logistics Personnel.

  8. Vendor warrants that it will not offer for purchase of any item prohibited by law.

  9. By executing the Form, the authorised representative signing on behalf of the Vendor represents and warrants that: (i) he/she is of legal age to form a binding contract; (ii) he/she is an authorized representative of the Vendor or other entity with the authority to bind such party to these Terms, and (iii) all information provided within the Terms and the Form is true.

  10. Vendor warrants that if the Vendor ceases to do business, closes operations for a material term or is otherwise unable to offer services to Customers it will inform SNOH promptly.

  11. SNOH warrants that it will undertake its obligations with reasonable skill and care.

  12. SNOH does not guarantee or warrant that the Platform, Vendor Application software, hardware or Services will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible.

 

10. Indemnity:

  1. The Vendor agrees to indemnify and hold SNOH (and its directors, officers, agents, representatives and employees) harmless from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand:

    1. by a Customer (or any party on whose behalf a Customer has been acting), for reasons not attributable to the Service;

    2. by a Customer (or any party on whose behalf a Customer has been acting) or any third party in respect of, arising out of or relating to the Content, Information or material provided by the Vendor to SNOH, to be listed on the Platform

    3. in respect of, arising out of, or in connection with the Products;

    4. in respect of or connected to the collection or payment of applicable taxes in any way connected to these Terms or any matter or Products or Services under or arising from it;

    5. in respect of quality of the Products purchased or sold by the Vendor;

    6. on account of any non-compliance of a condition under the license issued by any rule/regulation/statute.

    7. in respect of the representations and warranties provided by the Vendor under these Terms.

    8. infringement of any intellectual property right of the Party or any third party.

    9. brought either by SNOH and/or third party on account of misuse, abuse, cheating, fraud, misrepresentation carried out by the Vendor;

    10. in respect of, arising out of or in connection of any use of the Customer Data, not in accordance with the Terms and/or the applicable law;

    11. for any misleading or incorrect or false information or data including images provided by the Vendor.

  2. The Vendor acknowledges that it supplies certain rights to SNOH to enable SNOH to provide services to the Customer. SNOH will not be liable for any applicable taxes liability in respect of transactions by which the Vendor provides Products to Customers and the Vendor hereby indemnifies SNOH against any applicable taxes it may become liable for arising out of such transactions.

 

11. Customer Data:

  1. The Vendor agrees that the Vendor will only use the Customer Data in fulfilling the applicable Customer Order and in complying with the Vendor’s obligations in the Form and/or the Terms, and the Vendor agrees that Customer Data will not be used to enhance any file or list of the Vendor or any third party. The Vendor represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The Vendor agrees it shall not use the Customer Data for sending any unsolicited marketing message, announcements and for feedback purposes, and shall be solely liable to ensure that any third party with whom Customer Data is shared complies with the restrictions set forth herein. The Vendor agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling the applicable Customer Order. The Vendor (and any other persons to whom the Vendor provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the Vendor (or otherwise on its behalf), the Vendor shall ensure that it (and any applicable third parties) adopts, posts, and processes the Customer Data in conformity with an appropriate and customary privacy policy. For purposes of the Form and the Terms, the restrictions set forth herein on the Vendor's use of Customer Data do not apply to: (a) data from any Customer who was a customer of the Vendor prior to the Vendor using the Platform or the Services, but only with respect to data that was so previously provided to the Vendor by such Customer; or (b) data supplied by a Customer directly to the Vendor who becomes a Customer of the Vendor and who explicitly opts in to receive communications from the Vendor for the purposes for which such Customer Data will be used by Vendor; and, provided in all cases, that the Vendor handles and uses such Customer Data in compliance with applicable laws and the Vendor’s posted privacy policy.

 

12. Term and Termination:

  1. The arrangement between Parties shall commence from the Execution Date and unless terminated earlier as per these Terms, shall continue indefinitely.

  2. Either Party may terminate the arrangement, with or without cause, at any time upon seven (7) days prior written notice to the other Party.

  3. SNOH may terminate the arrangement or suspend the Services of the Vendor with immediate effect if:

    1. the Vendor fails to conduct its business in accordance with these Terms;

    2. upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, dissolution;

    3. SNOH identifies any alleged, threatened or actual fraudulent or suspicious activity on the Vendor’s account;

    4. The Vendor fails to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;

    5. the Vendor fails to comply with applicable laws;

    6. in case SNOH conducts any investigation to ensure Vendor’s compliance with the applicable law and/or these Terms.

  4. The Vendor hereby agrees and acknowledges that in addition to the aforementioned right to terminate and/or suspend the Services, in accordance to sub- clause 13 (c)(iii), SNOH shall also have the right to withhold any payments that may be due to the Vendor from SNOH.

  5. Parties may terminate their arrangement with immediate effect by notice in writing to the other Party if the other Party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 14 days after written notice is given to the breaching Party, specifying the default.

  6. Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the Parties at the date of termination; and (b) shall have no effect on: (i) the validity of Services already issued to Customers; or (ii) Vendor’s obligations to pay for Services availed in accordance with this Agreement.

 

13. Notice requirements:

  1. Factors that prevent you from fulfilling your obligations towards SNOH or the Customers should promptly be reported to SNOH by contacting the account manager appointed by SNOH or by writing an email to grievances@snoh.in

 

14. Disclaimers:

  1. To the fullest extent permitted by law, SNOH and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Form, the Platform and the Services and any use thereof, including, without limitation, the implied warranties of Vendorability, fitness for a particular purpose and non-infringement. SNOH makes no warranties or representations about the accuracy or completeness of the content and data on the Platform or the Services' content or the content of any other websites linked to the Website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Vendor’s access to and use of the Platform and the Services, (c) any unauthorized access to or use of SNOH' servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the website or otherwise with respect to the Services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website or the SNOH services by any third party, and/or (f) any errors or omissions in any Content, Information and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the website or the SNOH Services.

 

15. Limitation of Liability:

  1. For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Form and/or the Terms, including liability expressly provided for under the Form and/or the Terms or arising by reason of the invalidity or unenforceability of any term of the Form and/or these Terms. SNOH does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, SNOH shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such Liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although SNOH will use its best endeavours to ensure that the unintentional operational errors do not occur, SNOH cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, SNOH’s aggregate liability under the Form and the Terms shall not exceed the total value of the Order under which the claim arose.

 

16. Miscellaneous:

  1. Governing Law and Dispute Resolution
    The Form and these Terms shall be governed by the Laws of India, for the time being in force and the courts of Kota shall have the exclusive jurisdiction to preside over matters arising hereunder. Parties shall first endeavour to resolve their disputes amicably within fifteen (15) days from the date on which the dispute was first notified. Failing which, the dispute shall be referred to court.

  2. Waiver
    The failure of either Party to assert any of its rights under the Form and/or the Terms, including, but not limited to, the right to terminate the Form in the event of breach or default by the other Party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of the Form in accordance with these Terms. Invalidity or unenforceability of any provision of or right arising pursuant to these Terms shall not adversely affect the validity or enforceability of the remaining obligations or provisions.

  3. No third party rights
    No term of the Form and/or these Terms shall be enforceable by a third party.

  4. No assignment
    The Vendor must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Form and/or the Terms or any right, benefit or interest under it, nor transfer, novate or sub-contract any of the Vendor’s obligations under it.

  5. Independent contractors:
    The Form and/or the Terms does not create any agency, employment, partnership, joint venture, or other joint relationship. SNOH and the Vendor are independent contractors and neither has any authority to bind the other.

  6. Change of control:
    The Vendor acknowledges that the business and assets of SNOH may be sold in the future and consents to the transfer or disclosure of its personal Information and these Terms and the Form to any purchaser of the business of SNOH or its assets if that outcome occurs.

  7. Acceptance to SNOH’s Privacy Policy:
    By signing the Form, the Vendor acknowledges and agrees to be bound by SNOH’s privacy policy (https://www.snoh.in/privacy-policy). Vendor will immediately notify SNOH if it becomes aware of or suspects any unauthorized use or access to the Customer Data or any other Confidential Information of SNOH, and shall co-operate with SNOH in investigation of such breach and the mitigation of any damage.

  1. Modification:
    SNOH may modify these Terms from time to time, and any such changes will (i) be reflected on the Platform, and (ii) be effective immediately upon the changes being reflected on the Platform. The Vendor agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform.

 

Further, in the event SNOH upgrades, modifies or replaces the Services ("Service Modifications") offered to the Vendor, SNOH will notify the Vendor prior to making the same and give the Vendor the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternative service offered by SNOH. The Service Modifications will also be reflected on the Platform. If the Vendor continues to use the Service or any alternate service offered by SNOH, following any notice of the Service Modifications, it shall constitute the Vendor’s acceptance of such Service Modifications.

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