Seller Terms and Conditions
1. Agreement and Acceptance
- As used in these Terms and Conditions,
- “Agreement” shall mean these terms and conditions, which shall apply and govern the purchase of Services of the Platform by the Seller from the Company as amended by any other separate written agreement entered into between the Seller and the Company, whether or not they are specifically referenced in or incorporated by the forms exchanged by and between the Seller and the Company.
- “Company” shall mean a company incorporated under the Companies Act, 2013 and having its registered office address at Kanakia Wallstreet, 505 A, B wing, 5th floor Chakala, Andheri Kurla Road, Andheri (E), Mumbai – 400093, Maharashtra, India.
- “Seller” shall mean a company incorporated under the Companies Act, 1956/2013 registered on the Platform and availing the Services provided on the Platform.
- “Corporate” in relation to the Seller shall mean the corporate buyer, registered on the Platform and availing the Services provided on the Platform.
- “Intellectual Property Rights” shall deem to mean and include all copyright, designs, inventions, patents, service marks, trademarks (in each case, whether registered or arising at common Law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether registered or not).
- “Platform” shall mean [www.cashinvoice.in], having the brand name, “Cashinvoice”.
- “Services” shall mean the services to be provided by the Company to the Corporate and the Seller through the Platform and more particularly described in Clause 2.1.
- “Laws” shall mean all statutes, enactments, and acts of legislature, laws, ordinances, rules, bylaws, regulations, notifications, guidelines, policies, directions, directives, treaties and orders of Government of India and or any government authority as amended or supplemented from time to time.
- The provision of the Services by the Company to the Seller is subject to the Agreement. Without limiting the foregoing, the Company shall be under no obligation to provide any services that the Company has not expressly agreed to provide under the Agreement in writing.
- The Company objects to terms and conditions that are additional to or different from those contained in the Agreement, and no additional or different term will be part of the Agreement unless expressly made so in writing signed by an authorized representative of the Company.
- The Seller shall be deemed to have accepted the Agreement if the Seller or its representative:
- Accepts the Offer placed by the Corporate, assents to the Agreement in writing or clicks an “accept” or similar button on the Company’s website or software; or
- accepts any part of the Services; or
- takes any other action evidencing the Seller’s acceptance of the benefits of any part of the Agreement.
2. Scope and Provision of Services
- The Company is inter alia engaged in the business of operating the Platform which provides dynamic discounting solution to the corporates registered on the Platform and provides flexibility and options to such corporates and their corporate participant and/ or seller to choose the payment terms.
- Pursuant to the recommendation of the Corporate, the Seller hereby agrees to be registered on the Platform for the purpose of availing the Services of the Platform and entering into transactions with the Corporate and the Company agrees to provide the Services to the Seller through the Platform i.e. providing online services for enabling the Seller to negotiate the discounts, as agreed between the Corporate and the Seller, against pre-payment of non-disputed invoices.
- The Seller agrees and acknowledges that subject to the fulfilment of eligibility criteria, terms of on-boarding process of the Company and the Platform, and in accordance with the terms and conditions of this Agreement, the Seller shall be registered on the Platform for the purpose of availing Services and entering into transactions with the Corporate from time to time.
- The Seller agrees and undertakes that (i) It is the responsibility of the Seller to keep such log in credentials for all user profile confidential; (ii) The Seller shall be solely responsible for any activity which takes place under its log in credentials; (iii) In case of any unauthorized use of such log in credentials, the Seller shall immediately intimate about the same in writing to the Company and the Company shall take such steps as it deems appropriate to limit the effects of such unauthorized use and the Seller shall take all steps as directed by the Company in such situation; (iv) The Seller shall not sell, trade or otherwise transfer its log in credentials or account to another party; (v) The log-in credentials shall be valid for a period of 60 (sixty) days from the date of creation of user profile; (vi) The Seller shall log in its profile using the log in credentials and shall be required to change the password after first use. It is hereby clarified that the new password shall be deemed to be a part of the log in credentials and all obligations and restrictions in respect of the log in credentials as specified herein shall be applicable to the new password. Upon the Seller having successfully logged in the account, the account shall be termed as valid.
3. User Management
- The Seller acknowledges that the following user accounts for the Seller shall be created by the Corporate: (i) Maker User: shall mean the user appointed and authorized by the Seller, on behalf of the Seller who creates a transaction (“Seller Maker User”); (ii) Checker User: shall mean the user appointed and authorized by the Seller, on behalf of the Seller who checks and authorizes the transaction created by the Seller Maker User (“Seller Checker User”); (iii) Full Access User: shall mean the user appointed and authorized by the Seller, on behalf of the Seller who has the power and authority as that of the Seller Maker User and the Seller Checker User (“Seller Full Access User”). The Company shall not be responsible and shall not assume any liability for any claims from the Seller or any other third party in respect of the transactions created and authorised on the Platform by the Seller and/ or by Seller Maker User, Seller Checker User and the Seller Full Access User. The Seller and all users claiming through the Seller understands and acknowledges that the Platform is only a tool to facilitate the transaction and shall not liable for any breach, default, misuse or misrepresentation by the Seller or such users.
4. Transaction Process
- The Seller, with the assistance of the Seller Maker User shall be able to view the offers and / or discounts proposed by the Corporate against the undisputed invoice(s) raised by the Seller which are pending payments (“Offer”), the transaction process more particularly provided in Annexure I (Transaction Process). Upon reviewing the Offer, the Seller may, at its sole discretion either (i) accept the Offer, enter its cash requirement and basis the cash requirement, the Platform will calculate the lowest rate offers with least balance tenure to match the cash requirement or (ii) choose the invoices it wants to accept the discount offer on and accept only those offers. Notwithstanding anything contained herein, upon acceptance of this Agreement, the Offer will be deemed to have been accepted and the same constitutes a final and binding agreement between the Seller and the Corporate for the selected pending invoice (“Valid Offer”). The date of execution of this Agreement shall be deemed to be the date when the Valid Offer is accepted and authorized by the Seller on the Platform (“Acceptance Date”).
- In the event the Corporate seeks assistance from the financier to make the early payment to the Seller and in consideration thereof, is required to securitise the amounts payable to the Seller in respect to a transaction, the Seller, at the request and direction of the Corporate undertakes to assign the receivables from the Corporate in favour of such financier. The Seller undertakes to execute at the request of the Corporate, all necessary documents / writings, the financier may require the Seller to execute in respect thereof and undertakes to not to object or withhold the execution of the same for any reason whatsoever.
- Upon acceptance of the Valid Offer, a settlement advice will be generated which stipulates the terms and conditions of payment of the agreed sum towards the relevant invoice (“Settlement Advice”). The Seller agrees and confirms that the Settlement Advice constitutes the full and final settlement between itself and the Corporate and shall abide by the same. It is hereby clarified that the Platform does not process payments and thus all payments as per the Settlement Advice shall be made by the relevant party offline without any intervention of the Platform. The Settlement Advice shall also include the fees and/ or charges, if any, payable to the Company for the Services. The Settlement Advice shall constitute a final and binding document on the Seller.
- In consideration of the Company providing Services to the Seller, the Seller shall charge a commission or Platform fees on each Settlement Advice, more particularly specified in Annexure II (“Commission”). The Settlement Advice shall also include the Commission payable by the Seller to the Company which shall be a binding invoice on the Seller. The Seller shall make all payments to the Company within 2 (two) days from the Acceptance Date. Any overdue amounts shall accrue interest from the relevant due date until the date on which such payment is received by the Company at the rate of two percent (2%) per month plus any and all costs incurred in collection (including attorneys’ fees or dispute resolution costs). In case the Seller fails to pay the Commission along with any overdue amounts, the Company may, in its sole and absolute discretion, also suspend the access and/or usage rights of the Corporate to the Platform.
- The Seller shall be solely responsible for all applicable taxes and such similar levies and impositions payable in respect providing Services on the Platform or otherwise arising out of or in connection with this Agreement. Any and all stamp duty, registration charges and other legal costs in respect of this Agreement shall be solely borne and paid by the Seller.
7. Other Terms and Conditions
- The Seller agrees that it is sole discretion of the Corporate to authorise the Valid Offer.
- The Platform and the Services are intended to enable and facilitate transparent transaction between the Corporate and the Seller as principals and the Company shall through the Platform and the Services is merely providing a platform to facilitate such transactions.
- The Seller acknowledges and covenants that (a) The Company is not a party to, third party beneficiary of, or a guarantor of performance with respect to any transaction agreement or arrangement concluded between the Seller and the Corporate using the Platform and the Services; (b) The Company is not liable to pay or ensure payment of any sums for and on behalf of the Corporate or any user on its behalf by virtue of use of Platform and Service; (c) The Company does not control the quality, safety, legality, validity or availability of any information or Services accessed by the Seller through the Platform and the Services; (d) The Company is not responsible for contractual and commercial terms and conditions between the Corporate and the Seller and of compliance of the Settlement Advice; (e) Under no circumstances, shall the Company in any manner be deemed to be within the chain of title of, any goods and or related services assessed of the Seller or of the Corporate; (f) The Seller may raise any issues regarding the arrangement, understanding or Settlement Advice, it has reached with the respective Corporate using the Platform and the Service, solely with the respective Corporate and the Company shall not be responsible or liable in any manner for any acts or omissions by the Corporate; (g) The Seller shall not engage in unethical behavior during the transaction process on the Platform and the Seller, shall notify the Company if it witnesses practices that are inconsistent with the fair operation of the transaction of the Platform or inconsistent with the Company’s terms and conditions.
- The Seller represents and warrants that it has the legal right and authority and has obtained consents to make the disclosure of any and all information under this Agreement and to permit the use of such information. The Seller acknowledges and confirms that the supply of such information and its receipt and use by the Company does not and will not infringe any rights of any third party, which may be construed as unauthorized use of such information belonging to the Seller and if such is the case then the Seller shall indemnify the Company.
8. Use of Services and Platform
- The Seller agrees not to and shall cause the other users to not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform and the Services available to any third party; (b) use the Platform and the Services to process data on behalf of any third party; (c) modify, adapt or hack the Services and the Platform to falsely imply any sponsorship or association with the Company, or otherwise attempt to gain unauthorized access to the Platform and the Services or its related systems or networks; (d) use the Platform and the Services in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable Laws; (e) use the Platform and the Service in any manner that interferes with or disrupts the integrity or performance of the Platform and the Services or its components; (f) use the Platform and the Services to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (g) attempt to use any method to gain unauthorized access to any paid features of the Platform; (h) unless otherwise explicitly agreed to in writing by the Company, use the Platform and the Services or the Applications or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism.
- The Seller agrees that the Company shall not be made a party to any such legal proceedings, litigation, disputes and/ or matters between the Corporate and the Seller with respect to any transaction.
- The Company reserves the right to add or modify the procedure for providing Services or the Platform for any reason whatsoever and any such withdrawal or addition shall not be deemed as a breach of this Agreement. Further, the Company may change or discontinue any functions of any part of the Platform at any time at its sole discretion.
- The Platform can be used by the Seller only in accordance with the terms of this Agreement and the Platform as specified on www.cashinvoice.in. The Seller shall at all times comply with all the applicable Laws.
- The Seller shall ensure and be responsible for compliance by the Seller Maker User, Seller Checker User and Seller Full Access User and / or all its authorized users with the provisions of this Agreement and the terms and conditions of the Platform.
- The Seller shall ensure that each of Seller Maker User, Seller Checker User and Seller Full Access User and / or all its authorized users abides by, the ‘terms and conditions’ published on the Platform. The Company may amend or modify the ‘Terms and Conditions’ from time to time without any notification to the Seller.
- The Seller hereby agrees and understands that the Company is only acting as an intermediary between the Corporate and the Seller and shall not be responsible for the Settlement Advice and transactions between them.
9. Rejection / Cancellation of Order
- In the event a Valid Offer is cancelled by the Corporate or the Corporate fails to honour the Valid Offer for any reason whatsoever, the Seller or any other users or any third party shall not raise any claim on the Company in this respect and the Company shall, in no event be responsible for the same.
10. Proprietary Rights
- The Company shall at all times own and/or be deemed to own or have rights in respect of all Intellectual Property Rights in or to the Platform, works of or improvements enhancements, modifications or updates thereto. The Company shall also retain title to any tools, developer codes, and templates, used in connection with the Platform. The Seller acknowledges that the Platform (including without limitation its structure, model, specifications and codes), the documentation and the Company’s confidential information, and all technical data and information associated therewith constitute trade secrets and are the valuable property of the Company and/or its licensors or service providers engaged by the Company and are protected, without limitation, by intellectual property Laws. It is hereby clarified that all rights, title and interests to the Platform, confidential documentation, and all related and other Intellectual Property Rights of the Company not expressly granted to the Seller under this Agreement are reserved to the Company.
- The Company may develop and provide mobile applications (collectively referred to as “Applications”) to the authorised users of the Platform. The Seller agrees not to reverse engineer, decompile or disassemble the Applications; distribute, rent, lease, lend the Applications to any third party; use the Applications in any way other than the way it is intended to be used; not create derivative work or modify the Applications.
11. Protection against Unauthorized Use
- The Seller shall promptly notify the Company of any unauthorized use of the Seller’s account of which the Seller becomes aware. In the event of any unauthorized use by any user authorized by the Seller, the Seller shall immediately terminate and prevent further occurrences of such unauthorized use. If the Company commences any legal proceeding in connection with such unauthorized use, then the Seller shall provide the Company with such authority, information and assistance related to such proceeding as may be reasonably necessary to safeguard the Company’s interests and rights under this Agreement.
- All losses incurred due to inconsistency in the information provided by the Seller or error in the Valid Offer uploaded by the Seller from time to time which may result in an incorrect quote being automatically generated by the Platform shall be borne by the Seller.
12. Representations and Warranties
- The Seller represents and warrants to the Company that (a) It is a body corporate duly incorporated, validly existing and is in good standing under the Laws of country of its incorporation; (b) It has all necessary power (including corporate power, if applicable) and authority to enter into this Agreement and/or to perform all the obligations to be performed by it hereunder, as the case may be; (c) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfilment of and compliance with the terms and conditions hereof, do not (i) violate any applicable Laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutive documents, if applicable, or any other contractual obligations or regulations; and (d) This Agreement constitutes its valid and legally binding obligations and will be enforceable against the Seller in accordance with terms of this Agreement.
- In addition to this use, the Seller represents and warrants to the Company that (a) all necessary documents furnished to and uploaded on Platform are genuine, true and complete and that no false, fake, forged information (including all documentation) is furnished for securing an account and provide Services on the Platform (b) the access by the Seller of Platform shall not cause any act which is illegal, improper, indecent, immoral or which may expose the Company to any damage, loss or harm.
- Not withstanding anything contained herein, services/platform provided on “as is” basis and the Company hereby expressly disclaims any and all warranties of any kind or nature, (whether written, oral, express, implied, contractual, extra-contractual, legal, statutory, or in tort, whether arising by Law, statute, usage of trade, custom, course of dealing or performance, or the conduct or communications (whether oral, written or otherwise) between the Company and the Seller, or whether arising as a result of the nature of this Agreement or in conformity with usage, equity or Law, or otherwise), and without any warranties as to title, non-infringement, merchantability and fitness for a particular purpose, fitness for a general purpose, quality, workmanship, hidden defects, security, delivery, good state of repair, or otherwise.
- It is expressly clarified that the Company shall not be responsible in any manner whatsoever for any breach and/or error caused by: (a) use of the Platform in a manner not approved by the Company; (c) the Seller or user’s own computer system; and/or (d) failure of the Seller and/or any user to comply with the relevant documentation.
- No waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by the Company. The Seller’s sole and exclusive remedy in the event of interruption to and/or access to the Platform may be to raise a dispute on the system of such interruption and/or access and the Company shall, on such intimation, use all reasonable endeavours to resolve such dispute amicably between the Company and the Seller.
- The Corporate acknowledges that it has been advised that no agent, employee or representative of the Company has any authority to facilitate or affirm or promise any representation and warranty concerning the Platform and or the Seller availing the Services on the Platform, and unless such representation and warranty is specifically set forth in this Agreement, it does not form part of this Agreement and shall not be enforceable against the Company. The Seller acknowledges that it is cognizant of this provision and evidences its agreement to be bound thereby.
The Seller shall fully indemnify, defend and hold the Company including its partners, employees representatives and agents harmless from and against any liabilities, claims or demands (including the costs, expenses and attorneys’ fees on account thereof) relating to or may result from any (i) breach by the Seller or Seller Maker User, Seller Checker User, Seller Access User or its authorized users of any of the terms and conditions of this Agreement and or the terms and conditions of the Platform; (ii) claims brought against the Company arising in whole or in part out of claims brought against the Seller or Seller Maker User, Seller Checker User, Seller Access User or its authorized users; or (iii) claims brought against the Company for reasons attributable to the Seller.
14. Force Majeure
No Party shall be liable to the other, nor be in default if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of such Party, including but not limited to, applicable Laws, fires, floods, tsunami, explosions, epidemics, diseases, accidents, acts of God, threat of wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of Government, shortages of materials and/or industrial emergency, terrorist attacks (“Force Majeure”). The Party claiming an event of force majeure shall promptly notify the other Party in writing and in any event not later than fifteen (15) business days, and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the force majeure event has ceased and also keep the other Party informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder when such cause is removed.
15. Term and Termination
- Term: This Agreement shall become effective in accordance with clause 1.2 and shall continue in full force and effect unless sooner terminated in accordance with the terms of this Agreement.
- In the event of termination or expiry of this Agreement, as the case may be, the Company shall cease and terminate the access to the Platform granted to the Seller pursuant to this Agreement.
- The Seller shall be entitled to terminate this Agreement by uninstalling the Application and the Company shall be entitled to terminate this Agreement with or without cause by stopping access of the Seller to the Platform.
- Notwithstanding anything contained in this Agreement, upon written notification to the Seller, the Company reserves the right at its sole discretion to immediately suspend its performance, in whole or in part, under this Agreement, and/or to subsequently terminate this Agreement, or both: (1) if the Company, in good faith, determines that (a) the requirements of any Laws, regulations and/or judicial action have not been or will not be met; (b) any new, or changes in existing Laws, regulations, or regulatory or judicial action will adversely affect the ability of the Company to perform its obligations under these presents, in its sole and absolute opinion; or (c) any combination of the foregoing.
- On termination of this Agreement, all pending transactions as on the effective date of termination shall be dealt with individually and solely by the Seller and the Company shall be entitled to the Commission as per clause 6) of this Agreement.
- The Company shall be entitled to receive from the Seller, the Commission and any other amounts due until such date of termination or expiry.
- Upon termination or expiry of this Agreement, the Seller shall uninstall any Applications supplied to it by the Company and return or destroy all confidential information in its possession.
16. Limitation of Liability
The Company shall not be liable to the Seller or any third party under this Agreement for any indirect, special, incidental, remote punitive, exemplary, or consequential damages arising out of or resulting from this Agreement. This limitation of liability provision applies regardless of whether Company has been advised of the possibility of or could have foreseen any damages. Notwithstanding any other provision of this Agreement, the Company shall not have any liability arising under this Agreement in respect of the Platform and the Services rendered by the Seller or any person claiming through the Seller, whether directly or indirectly, whether based in contract, tort, equity, at Laws, and/or otherwise, howsoever arising.
17. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the Laws of India. All disputes under this Agreement shall be referred to arbitration by sole arbitrator mutually appointed by the Parties. The proceedings of such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 (as amended from time to time) and shall be held at Mumbai. The Parties shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration. Subject to the above, courts of Mumbai shall have exclusive jurisdiction over any of the disputes arising out of or in connection with this Agreement.
This Agreement and the rights and liabilities hereunder shall bind and inure to the benefit of the respective successors of the Parties hereto. The Corporate shall not be entitled to assign or transfer any of its rights and liabilities hereunder to any third party without obtaining a prior written consent of Company. However, the Company shall be entitled to assign or transfer any of its rights and liabilities hereunder to any third party without obtaining the consent of the Seller. This Agreement, including all documents incorporated herein by reference, constitutes the complete, full, final, binding and entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement is on principal to principal basis. This Agreement does not create any agency or partnership or joint venture relationship between the Parties. No failure on the part of either Party to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. This Agreement shall be altered, modified or supplemented only in writing and when duly signed by the Parties. Any notices/communication to be given by a Party to the other shall be sent by registered letter or email to the other Party at the address/email ID last notified by such Party. If any part of this Agreement is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. The provisions of this Agreement which by its nature survives shall survive the expiration or termination of this Agreement. The Parties herein hereby understand and agree that this Agreement is non-exclusive, and that Company may enter into similar agreements with any other party(ies). The Seller undertakes that during the term of this Agreement and 2 years thereafter, it shall not in any manner directly or indirectly circumvent the operation of this Agreement or otherwise deprive the Company of any of its benefits or fee intended pursuant to this Agreement. In the event the Seller executes any settlement with the Corporate through the Platform, outside of the Platform, the Seller shall be liable to pay the Commission to the Company as if the order was executed through the Platform. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Transaction Process ( As specified at the time of onboarding)
Commission (if applicable)