Last Updated : 26th February 2020
Thank you for using Shupple. In terms of Information Technology statutes, this document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system it does not require any physical or digital signatures.
Revolux Solutions Pvt Ltd (“ RSPL”), a company incorporated under the Companies Act, 2013 with its corporate office at F Wing, 338, Solaris 1, Saki Vihar Road, Opp. L&T Gate No. 6, Powai, Mumbai, Maharashtra 400072, is the owner of the brand Shupple, owner of the website domain name shupple.com (” Site”) and owner of the mobile application software’s Shupple and Shupple Partner (“ Application”).
Please read these Terms carefully. By accessing or using the Shupple Platform, you are agreeing to these Terms and concluding a legally binding contract with Revolux Solutions Pvt. Ltd. and/or its affiliates (hereinafter collectively referred to as "Shupple"). These Terms of Service (" Terms") constitute a legally binding agreement (" Agreement") between You and Shupple (as defined below) governing your access to and use of the Shupple website, including any subdomains thereof, and any other websites through which Shupple makes the Shupple Services available (collectively, " Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, " Application") and all associated services (collectively, " Shupple Services"). The Site, Application and Shupple Services together are hereinafter collectively referred to as the “ Shupple Platform”.
When these Terms mention “ We”, “ us”, “ Our”, “ Company”, “ Shupple”, it refers to Revolux Solutions Private Limited you are contracting with.
“ Agreement” shall mean and refer to this Terms of Service, including any amendments that may be incorporated into it.
All payment processing services through or in connection with your use of the Shupple Platform (" Payment Services") are provided to you by one or more Shupple Third Party Payments entities (individually and collectively, as appropriate, " Shupple Payments") as set out in the Payments Terms of Service (" Payments Terms").
The headings of each section in this Agreement are only to organise the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.
We hold the sole right to modify the Terms of Service without prior permission from you or providing notice to you. The relationship creates on you a duty to periodically check the Terms of Service and stay updated on its requirements. If you continue to use Shupple Platform or avail any of its services without registration following such change, this is deemed as consent by you to the so amended policies. Your continued use of Shupple Platform is conditioned upon Your compliance with the Terms of Service, including but not limited to compliance with the Terms of Service even after alterations if any. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. Your continued access to or use of the Shupple Platform will constitute acceptance of the revised Terms
The Shupple Platform is an online marketplace that enables registered users (“ Consumer”) and certain third parties who offer services (Consumers and third parties who offer products and services are “ Retailers” and the services they offer are “ Retailer Services”) to publish such Retail Services and Products on the Shupple Platform (“ Listings”) and to communicate and transact directly with Consumers that are seeking to buy such Retailer Services (Consumers using Retailer Services are “ Buyers”). Retailer Services may include the offering of various products or other services for purchase (" Offerings"), offering services like Free Home Delivery, Online Payment, Discount Coupons, Credit Facility, Urgent Delivery, Promotion Offers and other such value additions depending on various product categories, consumer group, order value and other criteria (“ Experiences”), and a variety of other retail and non-retail related services.
As the provider of the Shupple Platform, Shupple does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Retailer Services. Retailers alone are responsible for their Listings, Retailer Services and Offerings. Retailer alone is responsible for Product Listing details like Product Name, Brand Name, Images, MRP Prices, Product Description, HSN Code, GST Rates and other product-related information listed on Shupple Platform, explicitly authorizing Shupple to display them as Offerings. When Consumers make or accept an order, they are entering into a contract directly with each other. Shupple is not and does not become a party to or another participant in any contractual relationship between Consumers. Shupple is not acting as an agent in any capacity for any Consumer, except as specified in the Payments Terms.
While we may help facilitate the resolution of disputes, Shupple has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings, Retailer Services or Offerings, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Consumer Content (as defined below), or (iii) the performance or conduct of any Consumer or third party. Shupple does not endorse any Consumer, Listing, Retailer Services or Offerings. Any references to a Consumer being "verified" (or similar language) only indicate that the Consumer has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Shupple about any Consumer, including of the Consumer's identity or background or whether the Consumer is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding as a Buyer whether to buy Retailer Offerings, Experiences, or use other Retailer Services, accept an Order from a Buyer, or communicate and interact with other Consumers, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Shupple of any Retailers, Offerings or Listing.
Retailers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings, Products and Retail Services. Retailers are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Retail Services they offer. Certain types of Retail Services may be prohibited altogether. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Listing(s), Products and Retail Service(s) on Shupple, you should always seek legal guidance.
If you choose to use the Shupple Platform as a Retailer (as defined below), your relationship with Shupple is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Shupple for any reason, and you act exclusively on your behalf and for your benefit, and not on behalf, or for the benefit, of Shupple.
To promote the Shupple Platform and to increase the exposure of Listings to potential Buyers, Listings and other Consumer Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Consumers who speak different languages, Listings and other Consumer Content may be translated, in whole or in part, into other languages. Shupple cannot guarantee the accuracy or quality of such translations and Consumers are responsible for reviewing and verifying the accuracy of such translations. The Shupple Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for Retailer ability, fitness for a particular purpose and non-infringement.
The Shupple Platform may contain links to third-party websites or resources (“ Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Shupple is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Shupple of such Third-Party Services.
Due to the nature of the Internet, Shupple cannot guarantee the continuous and uninterrupted availability and accessibility of the Shupple Platform. Shupple may restrict the availability of the Shupple Platform or certain areas or features thereof if this is necessary due to capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Shupple Platform. Shupple may improve, enhance and modify the Shupple Platform and introduce new Shupple Services from time to time.
Eligibility, Using the Shupple Platform, Consumer Verification
Company may make the access to and use of the Shupple Platform, or certain areas or features of the Shupple Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or ordering and cancellation history.
User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Consumer’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Consumers to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Consumers, (ii) screen Consumers against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Consumer, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
The access to or use of certain areas and features of the Shupple Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Shupple Platform, the latter terms and conditions will take precedence concerning your access to or use of that area or feature, unless specified otherwise.
If you access or download the Application from the Google Play Store, you agree to Google Plays Store End User License Agreement . Some areas of the Shupple Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
You must register an account (" Shupple Account") to access and use certain features of the Shupple Platform, such as publishing or ordering a Listing. If you are registering a Shupple Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
You can register a Shupple Account using your mobile phone number and creating a password.
You must provide accurate, current and complete information during the registration process and keep your Shupple Account profile page information up-to-date at all times.
You may not register more than one (1) Shupple Account unless Shupple authorizes you to do so. You may not assign or otherwise transfer your Shupple Account to another party.
You are responsible for maintaining the confidentiality and security of your Shupple Account credentials and may not disclose your credentials to any third party. You must immediately notify Shupple if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Shupple Account. You are liable for all activities conducted through your Shupple Account unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
Besides, you may also be contacted by Third Parties who may have access to the information disclosed by You or to whom We may have disclosed Your information for purposes such as, but not limited to, statistical compilations.
Company may, at its sole discretion, enable Consumers to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Shupple Platform (" Consumer Content"); and (ii) access and view Consumer Content and any content that Shupple itself makes available on or through the Shupple Platform, including proprietary Shupple content and any content licensed or authorized for use by or through Shupple from a third party (" Shupple Content" and together with Consumer Content, " Collective Content").
The Shupple Platform, Shupple Content, and Consumer Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of India and other countries. You acknowledge and agree that the Shupple Platform and Shupple Content, including all associated intellectual property rights, are the exclusive property of Shupple and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Shupple Platform, Shupple Content or Consumer Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Shupple used on or in connection with the Shupple Platform and Shupple Content are trademarks or registered trademarks of Shupple. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Shupple Platform, Shupple Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Shupple Platform or Collective Content, except to the extent you are the legal owner of certain Consumer Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Shupple or its licensors, except for the licenses and rights expressly granted in these Terms.
Subject to your compliance with these Terms, Shupple grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your device(s); and (ii) access and view any Collective Content made available on or through the Shupple Platform and accessible to you, solely for your personal and non-commercial use.
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Consumer Content on or through the Shupple Platform, you grant to Shupple a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Consumer Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Consumer Content to provide and/or promote the Shupple Platform, in any media or platform. Unless you provide specific consent, Shupple does not claim any ownership rights in any Consumer Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Consumer Content.
Company may offer Retailers the option of having professional photographers take photographs of their Retailer Services, which are made available by the photographer to Retailers to include in their Listings with or without a watermark or tag bearing the words "Shupple.com Verified Photo" or similar wording (" Verified Images"). You are responsible for ensuring that your Retail Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Shupple Platform if they no longer accurately represent your Listing, if you stop hosting the Retail Service featured, or if your Shupple Account is terminated or suspended for any reason. You acknowledge and agree that Shupple shall have the right to use any Verified Images in advertising, marketing and/or any other business purposes in any media or platform, whether concerning your Listing or otherwise, without further notice or compensation to you. Where Shupple is not the exclusive owner of Verified Images, by using such Verified Images on or through the Shupple Platform, you grant to Shupple an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether concerning your Listing or otherwise, without further notice or compensation to you. Shupple, in turn, grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Shupple Platform solely for your personal and non-commercial use.
You are solely responsible for all Consumer Content that you make available on or through the Shupple Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Consumer Content that you make available on or through the Shupple Platform or you have all rights, licenses, consents and releases that are necessary to grant to Shupple the rights in and to such Consumer Content, as contemplated under these Terms; and (ii) neither the Consumer Content nor your posting, uploading, publication, submission or transmittal of the Consumer Content or Shupple use of the Consumer Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any Consumer Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates Shupple’s Content Policy or any other Shupple policy. Shupple may, without prior notice, remove or disable access to any Consumer Content that Shupple finds to violate these Terms or Shupple then-current Policies or Standards, or otherwise may be harmful or objectionable to Shupple, its Consumers, third parties, or property.
Company respects copyright law and expects its Consumers to do the same. If you believe that any content on the Shupple Platform infringes copyrights you own, please notify us under our Copyright Policy.
We may charge fees to Retailers ("Platform Fees") and other Fees ("Seller Fees") (collectively, "Service Fees") in consideration for the use of the Shupple Platform.
In consideration for Shupple Payment Service, you shall pay Payment Gateway Charges or Transaction Discount Rate (“TDR”) + Taxes. The TDR shall be deducted by Shupple from the Buyer Charge payable to you in respect of each completed Transaction. Shupple reserves the right to revise the TDR periodically, and Shupple will intimate you of any such change within a reasonable time.
Any applicable Service Fees (including any applicable Taxes) will be displayed to a Retailer before publishing or ordering a Listing or continued use of the Shupple Platform to process Orders from Buyers. Shupple reserves the right to change the Service Fees at any time, and we will provide Retailers adequate notice of any fee changes before they become effective.
You are responsible for paying any Service Fees that you owe to Shupple. The applicable Service Fees are due and payable and collected by Shupple Payments according to the Payments Terms. Except as otherwise provided on the Shupple Platform, Service Fees are non-refundable.
The retailer may charge fees to Buyers like Delivery Charges and Payment Gateway Charges (collectively, "Retailer Service Fees") in case Buyer Order is below Retailer defined Minimum Order Value (“MOV”). Whenever the Buyer places an Order to Retailer and Order Value is below MOV, Retailer may apply Delivery Charges as specified to process such orders. Buyer Orders above MOV are delivered without any Delivery Charges. MOV and Delivery Charges vary by Retailer and the amount of Delivery Charge, MOV or Free Delivery is set by the Retailer. Similarly, Payment Gateway Charges may be applied by Retailer in case Buyer chooses to Pay through Online Payment Modes for Orders which are below Online Payment MOV amount. Such charges will attract GST as applicable. As a Buyer, such applicable charges are notified to you in advance and you may choose to change your order value, cancel the order, select another Retailer who provides Free Delivery or Free Online Payment or Lower MOV limits, Or proceed and pay the Retailer Service Fees. Except as otherwise specified, such Retailer Service Fees are non-refundable.
Shupple Platform provides payments services to Members, including payment collection services, payments and payouts, in connection with and through Shupple Platform (“ Payment Services”).
Shupple Platform only acts as an intermediary, by creating a link between the Member and the respective Financial Institution using Shupple Platform, for enabling Members to make payment for the Transactions carried, using Shupple Platform. To serve in this role, we have entered into agreements with Financial Institution and other software providers who are in the business of providing information technology services, including but not limited to, internet-based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to (i) route internet-based Valid Card Transactions; (ii) offer various facilities through the internet, including net banking facilities; (iii) provide Authorization from Card Associations or other third-party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the Members.
These Transactions are between you and your Buyer and we are only acting as an intermediary. We are not (i) a payment System Provider as defined under the Payment and Settlement Systems Act, 2007,(ii) a banking company as defined under the Banking Regulation Act, 1949 or (iii) a non-banking financial company as defined by the Reserve Bank of India Act, 1938.
We may restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. Shupple Platform may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.
The Payment Services may contain links to third-party websites or resources (“ Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Members should review them independently. Shupple is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Shupple of such Third-Party Services.
Your access to or use of certain Payment Services may be subject to or require you to accept additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence concerning your use of or access to that Payment Service, unless specified otherwise.
Company reserves the right to modify these Payments Terms at any time under this provision.
Eligibility, Consumer Verification
You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.
If you are agreeing to these Payments Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Payments Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
We may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport, Aadhar No, PAN), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. Shupple reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
To use the Payment Services, you must have a Shupple Platform Account in good standing. If you or Shupple closes your Shupple Platform Account for any reason, you will no longer be able to use the Payment Services.
You may authorize a third party to use your Shupple Platform Account under this Agreement. You acknowledge and agree that anyone you authorize to use your Shupple Platform Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. Shupple is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.
Each Member collecting payment for Offerings provided via the Shupple Platform (“Providing Member”) hereby authorizes Shupple and appoints Shupple to collect payments solely for the limited purpose of accepting funds from Members purchasing such services (“Purchasing Members”).
Each Providing Member agrees that payment made by a Purchasing Member through Shupple Platform, shall be considered the same as a payment made directly to the Providing Member, and the Providing Member will provide the purchased Offerings to the Purchasing Member in the agreed-upon manner as if the Providing Member has received the payment directly from the Purchasing Member. Each Providing Member agrees that Shupple may refund the Purchasing Member in accordance with the Shupple Terms. Each Providing Member understands that Shupple obligation to pay the Providing Member is subject to and conditional upon successful receipt of the associated payments from Purchasing Members. Shupple guarantees payments to Providing Members only for such amounts and Online Payment Transactions that have been successfully received through Shupple Platform from Purchasing Members per these Payments Terms. In accepting appointment as the limited payment collection agent of the Providing Member, Shupple assumes no liability for any acts or omissions of the Providing Member.
Each Purchasing Member acknowledges and agrees that, although Shupple is not a party to the agreement between you and the Providing Member, Shupple acts as the Providing Member’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Providing Member. The Providing Member shall be solely responsible for all customer service issues relating to its supply of goods or services (including pricing, rebates, item information, availability, technical support, functionality, warranties, guarantees, order fulfilment, shipping, handling, order cancellation, returns, refund, adjustments, feedback and product or service complaints). It is the responsibility of the Retailer to resolve any dispute or claim raised by Buyer relating to the purchase or sale of goods or services.
We may take steps to rectify any payment processing errors that we become aware of so that you end up receiving or paying the correct amount.
In case of an unauthorized Refund or a Refund that was incorrectly executed, We shall at the Retailer's request credit to Retailer Account the refunded amount. Company shall not be liable, where the unauthorized Refund arises from (a) the Retailer's failure to keep the personalized security features of the Retailer’s Account safe in accordance security policies prescribed under the law time being in force; or (b) any breach of this Agreement by the Retailer, or the Retailer's negligence or willful misconduct; (c) if the Retailer fails to notify us of any loss of the Retailer's Password or other events that could reasonably be expected to have compromised the security of the Retailer Account after the Retailer has gained knowledge of such event; or (d) the Retailer fails to dispute and bring the unauthorized or incorrectly executed transaction to Our attention within 24 (Twenty Four) Hours from the time/date of the transaction.
Company is obligated to perform only those duties expressly described in this Agreement. We shall not be liable for any error in judgment by any Member, for any actions taken or not taken, or for any mistake of fact, except for as expressly provided for herein.
Company shall maintain daily transaction record for accounting purpose and data and information generated/maintained by Shupple under this agreement shall prevail and be binding on the parties.
Company hereby agrees that the payment identification number generated by Shupple Platform and Payment Service shall be the proof of payment made by Shupple to Member.
The Retailer shall bear the risk of Chargebacks initiated in respect of Buyers. If a Chargeback is initiated, Shupple will deduct from the Retailer Account the amount of the Chargeback plus the applicable Chargeback Handling Fee. The Retailer will provide such information and assistance as is reasonably requested by Shupple to process, administer, challenge or dispute Chargebacks. If the Chargeback is successfully challenged by submitted relevant documents and reversed, Shupple shall credit the Retailer the amount of such reversal and if Retailer is unable to defend the Chargeback then Shupple shall deduct the amount from Retailer’s account and shall credit in the electronic Wallet in Buyer’s Account in Shupple Platform.
Retailer hereby acknowledges that Issuing Bank/ payment Gateway service provider reserves the right to either accept or reject the chargeback of the Buyer.
In case of fraudulent online purchase transaction done by Buyer then it shall be resolved by Buyer and Retailer at the exclusion of Shupple. The Retailer shall immediately inform Shupple.
Obligation of Retailer
The Retailer will designate an Account to which all amounts due according to Shupple will be credited as per its terms and Conditions. Retailer shall be responsible for providing its accurate bank details to Shupple.
Company shall not credit amounts due according to Shupple to the Retailer’s Account, until or unless Retailer shall not settle all disputes relating to payment or chargeback etc.
Retailer hereby expressly authorizes Shupple to initiate credit entries to Retailer’s Account for payment of amounts due to Retailer as per record and entries available with Shupple, and to debit Retailer’s Account (for the commission, payment gateway charges or any other charges) from time to time.
Retailer hereby confirms to provide relevant information to Shupple and to comply with applicable laws and industry rules or standards or as otherwise reasonably necessary to receive Shupple Platform access from Shupple. Retailer shall be required to submit the KYC documents as sought by the Shupple from time to time or in compliance to a statutory obligation to avail services under this agreement.
Retailer agrees to maintain Transaction records and retain the proof of delivery of services from the Buyers for up to two (2) years from the Transaction date and to make these records available to Shupple upon request.
The Retailer shall not offer to its Buyers any Product or Services, which are illegal or offensive or banned and/or is not in compliance with applicable laws, and regulations whether central, state, local or international of all jurisdiction from where the Customers avail the Products or Specified Purpose Services. The Retailer agrees and understands that Shupple reserves the right to suspend payments to the Retailer or suspend the services of the Retailer, until such time that the Retailer does not discontinue selling such banned/illegal Products or uses the Funds collected for illegal, unlawful or banned purposes or does not conform with all applicable laws and regulations in force from time to time. Besides, Shupple reserves the right to terminate this Agreement forthwith, if the Retailer continues to sell such banned/illegal Products or uses the Funds collected for illegal, unlawful or banned purposes.
Retailer acknowledges that concerning Transactions, Shupple will be acting as the payment facilitator to the Retailer.
Retailer shall not cause to be done any act/representation/omissions which results in loss of goodwill and damage to the reputation of Shupple.
Retailer or any person on behalf of Retailer must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder, Money Laundering Law, Sales of Goods Act, Legal Metrology Act and any other law for the time being in force, and shall not do, or omit to do, any act that will cause Shupple to be in breach of any such applicable law. If Retailer breaches the obligations, it shall indemnify Shupple against any costs claims and liabilities arising as a result of the breach.
Retailer shall take all such precautions and security measures to ensure that there is no breach of security and the integrity of the link and they have proper encryption and robust security measures to prevent any hacking into the information of the customers and other data pertaining to Buyer/Shupple. The Retailer should have to do the following: use anti-virus, protect the Password and Login ID, restrain from using Unlicensed or unmanaged applications, restrain from using third party links, and protect its devices and the data from unauthorized access etc. In the event of any loss being caused as a result of the link being breached due to fraud, negligence and misconduct of the Retailer and any person on its behalf, the Retailer shall indemnify and keep indemnified Shupple, from any loss as may be caused to it.
Retailer shall provide such assistance for the prevention and detection of fraud in respect of any transaction as Shupple may from time to time request.
In the transaction between the Retailer and the Buyers, Shupple shall not be responsible for any defect in goods/services sold/provided by the Retailer. Shupple shall not be deemed to be a party in respect of any such Transaction. Any disputes, subject to the other provisions of this Agreement, between the Buyers and Retailer in respect of any goods/services sold/provided by Retailer shall not require Shupple to be a party to any such dispute.
The Retailer shall only accept payments from and/or make Refunds to Buyers in connection with goods and/or services which the Retailer has sold and supplied to those Buyers;
The Retailer shall only accept payments and/or make Refunds in respect of goods and services the sale and supply of which commonly falls within the Retailer's business as identified to Shupple.
The Retailer shall only accept payments and submit data to Shupple in respect of Transactions which Buyers have authorized under Applicable Law, the Agreement and any other information or instructions provided by Shupple to the Retailer from time to time.
The Retailer shall cooperate with the Shupple and provide all information as Shupple shall reasonably require enabling it to provide the Payment Services;
Retailer shall display the QR Code at a significant location where it is easily visible to Buyers.
The Retailer shall also be responsible for informing, updating the Buyer’s about the cancellation and refund policy and Shupple shall not be responsible for the same in any manner.
The Shupple shall have no liability for any failure to provide or delay in providing the Services under the terms of this Agreement to the extent such failure or delay results from the failure of the Retailer to comply with terms or the Retailer has otherwise caused or contributed to the failure (by act or omission).
Unless otherwise agreed by the Shupple in writing, the Retailer acknowledges and agrees that it shall (at its own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable the Retailer to receive the Services.
The Retailer will comply at its own expense, with all laws, policies, guidelines, regulations, ordinances, rules, and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including, without limitation, terms of issuing Banks or/and terms of the Payment Gateway Provider. Shupple reserves the right to amend, modify or change the Services documentation at any time. Retailer shall not use the Services in any manner, or in furtherance of any activity that may cause Shupple to be subject to investigation, prosecution, or legal action.
The Retailer will comply and will cause its employees, agents and sub-contractors to comply, with Data Protection Legislation in connection with the performance of its obligations under this Agreement. You are responsible for keeping your Account login information, password, and PIN secure.
Your use of third-party products and services shall be governed by and subject to a separate third-party product, service, software and/or license agreements. Shupple shall not be a party to such third party agreements and does not warrant or guarantee any third-party product or service.
Retailer shall provide the correct personally identifiable information of its Buyers including but not limited to name, address, contact no. etc to Shupple in all respects. Shupple shall not be responsible, for any loss, or damages, causes either to Retailer and/ or Buyers, in any manner whatsoever, due to the incorrect/false personally identifiable information of Buyers, provided by the Retailer and the Retailer shall not claim or challenge for the same.
If you link a bank account with Shupple or Shupple Platform, the bank must be a registered with RBI. When you make a payment that is funded by your bank, you are authorizing Shupple and our Financial Institution Partners to initiate an electronic transfer from your linked bank in the amount you specify. You are solely responsible for complying with any terms set by your bank concerning your bank account, including any fee terms, such as non-sufficient fund or overdraft fee terms. If you are entitled to a Reversal, refund, or other adjustment associated with a payment you made using the Payment Services, you also authorize Shupple to credit your linked bank account to complete that transaction.
In the event any Buyer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses.
You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products paid for on Shupple Platform to Buyers following the highest standards.
You shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products, which are offered by you.
You hereby agree that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) concerning the Buyer Charge and Payment Services provided under this Agreement.
You will not engage in any activity, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Shupple or Financial Institution Partners.
You shall ensure to keep confidential, all information submitted by the Buyers to you. The Buyer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to the interests of the Buyer. You shall use the Buyer data only to complete the transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. You shall be liable to comply with existing data privacy regulations from time to time.
You shall not engage in activities that harm the business and/or brand of Shupple, the Financial Institutional Partners.
You shall be responsible to resolve all Buyer disputes and provide whatever assistance necessary to assist the Financial Institutional Partners and Shupple deal with all Buyer disputes at its own cost.
You authorize Shupple to share Transaction data and Buyer information with the respective Financial Institutional Partners.
You agree that Shupple reserves a right to suspend the payment and/or Payment Services provided herein, forthwith, in the event you fail to observe the terms and conditions herein.
You agree that Shupple shall not be responsible for any incorrect information provided by the Retailer and the transaction thereof.
Retailer shall immediately inform Shupple in case of any theft or loss of its instruments /mobile devices etc used for Payment services.
You acknowledge and confirm that while accepting the payment using Shupple Platform, you shall not demand any Customer (Cardholder) to pay any surcharge, to pay any part of the discount, whether through an increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the transaction in which Shupple Platform is used. If at any stage it is brought to the notice of Company/ Bank that such a charge is being levied by you, then services will be immediately terminated by Company or the Bank.
By accepting the terms of this Agreement, you authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate an electronic funds transfer between the Payment System Providers and our Nodal Account to process each Payment Transaction that you authorize.
Thereafter you authorise us to transfer the payments received from your Buyers to the bank account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your Shupple Platform Account is closed or terminated.
On receipt of the payments in the Nodal Account, we will endeavour to instruct the nodal bank to transmit the payments payable to the Seller, after deducting our Fees, from the Nodal Account to the Seller's designated bank account, within 7 (seven) Business Days (or such other period as may be prescribed by the RBI from time to time) from completion of the transaction. Subject to any other clause of this agreement and completion of transaction, the Seller acknowledges that we will settle the payments only upon actual receipt of payments in the Nodal Account and upon reconciliation of the payments by the acquiring Banks, our payment gateway and the nodal bank. The Seller will bear and be responsible and liable for the payment of all relevant taxes concerning payments made under this Agreement.
Sellers receive the amount (minus our charges) in their bank account within T+7 days where T is defined as the date of intimation of the completion of the transaction.
Once payment is authenticated by Payment Service Providers, money is moved to Shupple Nodal Bank Account and the first settlement will be initiated only after all required documents (in hard copies) are received by Shupple.
All risks associated with the Delivery will be solely that of the Seller and not Shupple. Also, all disputes regarding the quality, Retailer ability, non-Delivery, delay in Delivery or otherwise will be directly between the Seller and the Buyer without making Shupple and/or the Payment System Providers, a party to such disputes.
The retailer is solely responsible for payment reconciliation of Transaction history with its actual Transactions. However, if Retailer find’s any discrepancy during reconciliation, Retailer agrees to notify Shupple and We will promptly investigate and attempt to resolve any reported discrepancies. In the event of any dispute in the reconciliation/Invoice, Shupple shall have a right to review and verify, the information provided by Retailer under this Clause based on the data and information available with Shupple. It is hereby expressly agreed between Parties that in case of any discrepancy, the data and information generated by Shupple shall prevail and be binding upon the Parties and the Retailer shall not challenge the same in any manner whatsoever.
Shupple may suspend the processing of any Transaction / stop the payment to Retailer where Shupple reasonably believes that the Transaction may be fraudulent or involves any criminal activity, until the satisfactory completion of the Shupple 's investigation or that of any third party under Applicable Law. Shupple may also initiate a Refund if a Payment is reversed by a court, regulatory authority or other third party acting in accordance with Applicable Law, (b) Shupple, in its sole and absolute discretion, accepts or has reason to believe that a Payment was not authorized by the relevant Buyer, or (c) a Payment is allegedly fraudulent, unlawful, suspicious, or in breach of this Agreement. In circumstances where the Retailer agrees to refund all or part of a Payment in connection with a purchase made by a Buyer, the Retailer must initiate a Refund to that Buyer.
Shupple may refuse to execute a Refund if it does not meet the conditions in this Agreement or is prohibited by law. If Shupple does refuse to execute a Refund, within the time for processing the Refund, it will notify the Retailer (unless prohibited by law) of the refusal and, if possible, the reasons for it and the procedure for correcting any factual mistakes that led to the refusal. Any Refund that is refused will not be deemed to have been received for purposes of execution times and liability for non-execution or defective execution. To reclaim an unauthorized or incorrectly executed Refund on the Retailer Account, the Retailer must notify Shupple without undue delay after becoming aware of the unauthorized or incorrect Refund and in any event no later than 7( Seven) days after the debit date of the Refund
It is acknowledged and confirmed by Retailer that Shupple may in the future change the commission percentage by notifying to Retailer.
In the event of termination of this agreement, Retailer undertakes and confirms to pay all amounts of money that are due and payable to Shupple within Two (2) days of termination of this Agreement. Retailer shall at all times be responsible for any expenses, cost, charges that may be incurred by Shupple for providing Payment Services including but not limited to payment gateway charges, any fees or penalty imposed by payment gateway service provider or issuing institutions etc.
Shupple shall do the settlement of transaction amount with Retailer on every business day except Saturday, Sunday or any declared holiday. The amount of the Settlement Payment for any Settlement Period shall be the aggregate amount of the payments made by the Buyers in such Settlement Period less the following amounts: (A) the aggregate amount of Refunds made during such Settlement Period plus the aggregate Refund Fees applicable to such Refunds; (B) the aggregate amount of Chargebacks (plus the applicable Chargeback Handling Fees) made in such Settlement Period; (C) the Settlement Fee (if any)/ payment gateway charges owed by the Retailer for such Settlement Payment; and (D) any other relevant Fees relating to such Settlement Period.
Company may defer any Settlement Payment: (A) if the amount of such Settlement Payment is less than the minimum Settlement Payment threshold that Company reasonably determines in Our sole and absolute discretion (of which We will notify the Retailer from time to time) until the total Settlement Payment payable reaches that threshold; (B) where Company reasonably believes that a Transaction may be fraudulent or involves other criminal activity, until the satisfactory completion of the Shupple investigation or that of any third party; or (C) without limit in amount or time if Shupple becomes aware or reasonably believes that the Retailer is in breach of or likely to be in breach of the Retailer's obligations under this Agreement.
Shupple may at its sole and absolute discretion deduct or withhold such sums from, or set-off such sums against, any Settlement Payment; and/or send the Retailer an invoice for any or all such sums, which invoice shall be payable in accordance with its terms.
Shupple will make the settlement of the amount in the Retailer’s bank account provided by the Retailer to Shupple.
Shupple generates a successful transaction report daily through its system automatically and without any human intervention. The said transaction report is made available to the Retailer regularly. It is understood between the Parties that since the transaction report is generated automatically and independently, hence it shall prevail and be binding upon the Retailer and the Retailer shall not challenge it any manner whatsoever.
Retailer shall be liable to deposit all indirect taxes that may arise on orders/bookings placed by the Buyer. Retailer agrees to indemnify Shupple in case any demand of indirect taxes is raised by the revenue authorities including interest and penalty in relation to indirect taxes implications on the orders/bookings placed by the Customer under this agreement.
In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay Shupple and/or the Financial Institution the remaining amount due immediately upon request. Shupple shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month. Provided that the above right of Shupple to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of Shupple to recover all such losses, costs and damages etc from you by any other means, which may be available to Shupple under the law. Besides, you agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.
Obligations towards Financial Institution Partners & Payment Gateway Partners
As you will be using Company Payment Service, you undertake to comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Financial Institution Partners and Payment Gateway Partners from time to time. These Partners may also put limitations and restrictions on you, at its sole discretion. In addition, they have the right to reverse/reject the settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. You understand and acknowledge that the Financial Institution Partners and Payment Gateway Partner Rules form a part of this Agreement. In the event that your non-compliance of Financial Institution Partners and Payment Gateway Partner Rules, results in any fines, penalties or other amounts being levied on or demanded of Shupple by a Financial Institution Partners or Payment Gateway Partner, then without prejudice to Shupple other rights hereunder, you shall forthwith indemnify Shupple in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with your obligations towards the Financial Institution Partners and Payment Gateway Partners, Shupple may suspend settlement or suspend/terminate Shupple Payment Services forthwith.
If there is no activity in your Shupple Platform (including access or payment transactions) for a period of one (1) year, we may close your Shupple Account.
Terms applicable to all Listings
When creating a Listing through the Shupple Platform you must (i) provide complete and accurate information about your Retail Service (such as listing description, location, category of products and brands you sell, service delivery time, location coverage for your service, availability), and (iii) provide any other pertinent information requested by Shupple. You are responsible for keeping your Listing information and Products and Services up-to-date at all times.
You have all the necessary licenses, permissions, approvals, rights and is fully authorized to sell the products/services to Buyers and list your offerings on Shupple Platform;
The retailer has obtained all licenses, clearances, permissions, approvals or consents from any third party or any regulatory or government body which are required by applicable law or regulations, to execute the business/services of this Agreement.
The retailer confirms that the execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby does not violate any statute, regulation, rule, order, decree, injunction or other restriction of any governmental agency or court or any regulatory authority to which it is subject or any of the provisions of its’ constitutional documents;
As a Retailer, you are solely responsible for the accuracy of the product MRP price (including any Taxes if applicable) for your Listing (“ Prices”). Once a Buyer places an order, it is your responsibility to review the order, ensure the prices are accurate, the product quantity being delivered is accurate, you may not request that the Buyer pays a higher price than in the order confirmation request.
Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the cancellation policy you have selected for your Listing.
Pictures, animations or videos (collectively, " Images") used in your Listings must accurately reflect the quality and condition of your Retailer Services. Shupple reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.
The placement and ranking of Listings in search results on the Shupple Platform may vary as per Shupple listing algorithm and depend on a variety of factors, such as but not limited to Buyer search parameters and preferences, Retailer requirements, price, distance from buyer, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Offering, and/or ease of ordering.
When you receive an order, and further accept an order request by a Buyer, you are entering into a legally binding agreement with the Buyer and are required to provide your Retail Service(s) to the Buyer as described in your Listing and the order confirmation. You also agree to pay the applicable Service Fee and any applicable taxes, which will be collected pursuant to the payments Terms.
Shupple recommends that Retailers obtain appropriate insurance for their Retailer Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Buyers availing your Retail Offerings and Experiences.
Listing Offerings, Experiences and Other Retailer Services
You may only list one business per Listing.
Retailers are not allowed to ask for any additional payment after an order has been confirmed or outside of the Shupple Platform.
You represent and warrant that any Listing you post and the order processing of any Buyer will (i) not breach any agreements you have entered into with any third parties, and, or other agreements, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Retailer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of your employees.
To be considered for publishing on the Shupple Platform, Experiences, Offerings or other Retailer Services must at all times meet the quality standards for Experiences and meet Buyer demand
You may not allow any third party to provide the Shupple Platform, Experiences, Offerings or other Retailer Services on your behalf unless authorized by Shupple.
Booking Modifications, Cancellations and Refunds
Retailers and Buyers are responsible for any modifications to Order that they make via the Shupple Platform or direct Shupple customer service to make ("Order Modifications"), and all Charges, Taxes, Fees associated with such Order Modifications.
Buyers can cancel an Order at any time before final Order Confirmation. After Order Confirmation by Buyer, Order can be cancelled only through a Return Process and Refund Process by contacting the Retailer. In case payment mode is Cash On Delivery Buyer should adjust any Return and Refund directly with the Retailer. In case of On Credit and Online Payment payment modes, any advance amount paid can be Refunded by Retailer and the same will reflect back in your On-Credit balance, Shupple Platform Wallet respectively. Refund amounts added to your Shupple Platform Wallet can be used as Payment Mode in any Order to any Retailer.
In certain circumstances, Shupple may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be for reasons but not limited to (i) where Shupple believes in good faith while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Shupple, other Consumers, or third parties, or (ii) for any of the reasons set out in these Terms.
Return and Refund
If Buyer receives products which are defective, damaged, overpriced, expired or not as per the order. Buyer needs to get in touch with the Retailer immediately for corrective actions which may include replacement of such products or return, refund and/or cancellation of such order.
Then, in case of Pre-Paid order using Online Payment (Payment gateway), the Retailer will initiate Refund and Buyer will receive a refund equal to the price of such returned items. This refund amount will be credited directly into Shupple Platform Wallet and can be against any future transactions with any Retailer.
In case of Pre-Paid order using Retailer On-Credit payment mode, Retailer will initiate Refund and Buyer will receive a refund equal to the price of such returned items. This refund amount will be credited back into the On-Credit balance amount to be used against any future transaction with the same Retailer.
In case of Pre-Paid order using Shupple Platform Wallet, the Retailer will initiate Refund and Buyer will receive a refund equal to the price of such returned items. This refund amount will be credited by directly into Shupple Platform Wallet to be used against any future transactions with any Retailer.
In case of Cash on Delivery, Buyer should return the product immediately to the delivery person and reduce the cash amount in the payout or if returning products post making payment, then use Retailer Contact details to call up the Retailer to pick up the returned products and refund back in cash. In the event that Buyer has chosen a pre-paid payment option (i.e. net banking, credit card, debit card etc) and the said pre-paid payment option for the purchase transaction on the Shupple Platform fails for any reason whatsoever (including any technical issue), then Buyer expressly instructs and authorize Shupple to modify the said pre-paid payment option to a cash on delivery payment option only for the purpose of such failed transactions.
Within a certain timeframe after completing a booking, Buyers and Retailers can leave a public review (“ Review”) and submit a star rating (“ Rating”) about each other. Any Ratings or Reviews reflect the opinion of individual Consumers and do not reflect the opinion of Shupple. Ratings and Reviews are not verified by Shupple for accuracy and may be incorrect or misleading.
Ratings and Reviews by Buyers and Retailers must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with Shupple’s Content Policy and Extortion Policy.
Consumers are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party write a positive or negative Review about another Consumer.
Reviews are meant to share experiences with the community. Any attempt to use reviews or review responses to force a Member to do something they aren’t obligated to do is a misuse of reviews, and we don’t allow it.
This would apply to any situation including, but not limited to:
Members threatening to use reviews or ratings in an attempt to force a Retailer to provide refunds, additional compensation, or a reciprocal positive review.
Retailer requiring a member to leave a positive review or rating, or to revise a review in exchange for a partial or full refund, or reciprocal review. The Retailer also can’t offer a free or discounted offerings for a member revising an existing review.
Retailer asking a member to take specific actions related to a review in exchange for a resolution to a dispute between the parties.
However, we do not prohibit a Member from contacting a Retailer with a problem prior to leaving a review. A Retailer from asking a Member to leave an honest positive review or rating reflecting a positive experience.
Users cannot edit reviews after they are published.
By posting a review, you agree to follow all Our guidelines and policies, including the Extortion Policy, which Shupple may enforce at our sole discretion. Failure to do so may result in the restriction, suspension or termination of your Shupple Platform account. If you think you've experienced extortion, please contact us.
Rounding off, Currency conversion
Shupple may, in its sole discretion, round up or round down amounts that are payable from or to Buyers or Retailers to the nearest whole functional base unit in which the currency is denominated; for example, Shupple will round up an amount of 100.68 to 101.00, and round down an amount of 100.49 to 100.00.
As a Retailer you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable GST or other indirect taxes or income taxes (" Taxes").
Tax regulations may require us to collect appropriate Tax information from Retailers or to withhold Taxes from payouts to Retailers, or both. If a Retailer fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Shupple Platform. In connection with your use of the Shupple Platform, you will not and will not assist or enable others to:
breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
use the Shupple Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Shupple endorsement, partnership or otherwise misleads others as to your affiliation with Shupple;
use the Shupple Platform in connection with the distribution of unsolicited commercial messages ("spam");
offer, as a Host, any Accommodation that you do not yourself own or have permission to make available as a residential or other property through the Shupple Platform;
unless Shupple explicitly permits otherwise, book any Listing if you will not actually be using the Retailer Services yourself;
contact another Consumer for any purpose other than asking a question related to your own booking, Listing, or the Consumer's use of the Shupple Platform, including, but not limited to, recruiting or otherwise soliciting any Consumer to join third-party services, applications or websites, without our prior written approval;
use the Shupple Platform to request, make or accept an Order independent of the Shupple Platform, to circumvent any Service Fees or for any other reason;
request, accept or make any payment for Listing Fees outside of the Shupple Platform or Shupple Payments other than for Cash On Delivery and On-Credit for Orders placed through Shupple Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Shupple harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behaviour;
use, display, mirror or frame the Shupple Platform or Collective Content, or any individual element within the Shupple Platform, Shupple name, any Shupple trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Shupple Platform, without Shupple express written consent;
dilute, tarnish or otherwise harm the Shupple brand in any way, including through unauthorized use of Collective Content, registering and/or using Shupple or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Shupple domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Shupple Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Shupple or any of Shupple providers or any other third party to protect the Shupple Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Shupple Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Shupple Platform;
export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.
You acknowledge that Shupple has no obligation to monitor the access to or use of the Shupple Platform by any Consumer or to review, disable access to, or edit any Consumer Content, but has the right to do so to (i) operate, secure and improve the Shupple Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Consumers’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Consumer Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Consumers agree to cooperate with and assist Shupple in good faith and to provide Shupple with such information and take such actions as may be reasonably requested by Shupple with respect to any investigation undertaken by Shupple or a representative of Shupple regarding the use or abuse of the Shupple Platform.
If you feel that any Consumer you interact with, whether online or in-person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Shupple by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
Term and Termination, Suspension and other Measures
This Agreement is effective unless and until terminated by either you or Shupple. You may terminate this User Agreement at any time, provided that you discontinue any further use of Shupple Platform. Shupple may terminate Agreement at any time and may do so immediately without notice, and accordingly deny you access to Shupple Platform, Such termination will be without any liability to Shupple. Upon any termination of the User Agreement by either you or Shupple, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the Agreement or otherwise. Shupple right to any Comments shall survive any termination of this User Agreement. Any such termination of the User Agreement shall not cancel your obligation to pay for the product already ordered from the Shupple Platform or affect any liability that may have arisen under the Agreement.
Shupple may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Shupple believes in good faith that such action is reasonably necessary to protect the personal safety or property of Shupple, its Consumers, or third parties (for example in the case of fraudulent behaviour of a Consumer).
In addition, Shupple may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Shupple Account registration, Listing process or thereafter, (iv) you and/or your Listings or Retailer Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Shupple otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed Orders or failed to respond to Order requests without a valid reason, or (vii) Shupple believes in good faith that such action is reasonably necessary to protect the personal safety or property of Shupple, its Consumers, or third parties, or to prevent fraud or other illegal activity:
Refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Consumer Content;
Cancel any pending or confirmed bookings;
Limit your access to or use of the Shupple Platform;
Temporarily or permanently revoke any special status associated with your Shupple Account; or
Temporarily or in case of severe or repeated offences permanently suspend your Shupple Account.
In the case of non-material breaches and where appropriate, you will be given notice of any intended measure by Shupple and an opportunity to resolve the issue to Shupple reasonable satisfaction.
When this Agreement has been terminated, you are not entitled to a restoration of your Shupple Account or any of your Consumer Content. If your access to or use of the Shupple Platform has been limited or your Shupple Account has been suspended or this Agreement has been terminated by us, you may not register a new Shupple Account or access and use the Shupple Platform through a Shupple Account of another Consumer.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the Shupple Platform or Collective Content, you do so voluntarily and at your sole risk. The Shupple Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Shupple Services, laws, rules, or regulations that may be applicable to your Listings and/or Retailer Services you are receiving and that you are not relying upon any statement of law or fact made by Shupple relating to a Listing.
If we choose to conduct identity verification or background checks on any Consumer, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Consumer or guarantee that a Consumer will not engage in misconduct in the future.
You agree that some Experiences or other Retailer Services may carry inherent risk, and by participating in those Retailer Services, you choose to assume those risks voluntarily. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
The Application can be used in India. We make no representation that materials or Content available through Shupple Platform is appropriate or available for use outside India.
If You access or use Shupple Platform from a country or location apart from India, You are solely responsible for compliance with necessary laws and regulations for use of Shupple Platform.
We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for You or for all Consumers at any time and in Our sole discretion. These changes shall become effective upon providing a notice of the same to You via email/ the home screen of the Shupple Platform. We further reserve the right to withhold, remove and or discard any content available as part of Your account, with or without notice, if deemed by us to be contrary to this Agreement.
Shupple has no obligation to provide You with a copy of the information You or any other User provides on Shupple Platform or that Shupple has accessed.
Further, we reserve the right, in Our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of giving Users notice of the same. Notice shall be provided of such change via email to the Users and/ or by posting a notice on the home screen of Shupple Platform.
You and We both understand that there may be instances of difficulty in accessing or receiving email communication. We are not responsible if any email notice gets caught by Your SPAM folder, or if You do not see the email, or if You have given us an incorrect email id or if for any other reason You do not receive the email notice. Therefore, we encourage you to frequently open Shupple Platform to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/ or features through Shupple Platform. Such new features and/ or services shall be subject to the terms and conditions of this Agreement.
You agree to release, defend (at Shupple option), indemnify and hold harmless Shupple and its affiliates and subsidiaries, and their officers, employees, directors, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to Shupple or any third party including but not limited to breach of any warranties, representations or undertakings or in relation to the non-fulfilment of any of your obligations under this Agreement or arising out of the your violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other Consumers and infringement of intellectual property or other rights. Any claim arising from or related to:
Your use or any Third Party’s use via Your account of the Service provided by the Shupple Platform and its Content;
Your interaction with any Consumer, participation in Retailer Service and Offerings, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use;
Any breach or violation of this Agreement Terms or our Policies or Standards including any amendment, your improper use of the Shupple Platform or any Shupple Services or of any statute or regulation by You, or any Third Party through Your account.
You agree to fully cooperate in indemnifying Us at Your expense. You also agree not to reach a settlement with any party without Our consent. This clause shall survive the expiry or termination of this User Agreement.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Shupple Platform and Collective Content, your publishing or Orders of any Listing via the Shupple Platform, use of any other Retailer Services or any other interaction you have with other Consumers whether in person or online remains with you. Neither Shupple nor any other party involved in creating, producing, or delivering the Shupple Platform or Collective Content will be liable for any damage suffered by Consumers from use of Shupple Platform. This without limitation includes incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, loss of revenue/data resulting from delays, pricing issues or service disruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these terms (ii) from the use or inability to use the Shupple Platform or Collective Content, (iii) from any communications, interactions or meetings with other Consumers or other persons with whom you communicate, interact or meet with as a result of your use of the Shupple Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Retailer Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Shupple has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. This disclaimer of liability also applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behaviour, negligence, or under any other cause of action.
You further acknowledge and undertake that you are accessing the services on Shupple Platform and transacting at your own risk and are using your best and prudent judgment before entering into any transactions. While Shupple makes best efforts to display available products, including in respect of their colour, size, shape and appearance, as accurately as possible. However, the actual colour, size, shape and appearance may have variations from the depiction on your mobile/computer screen.
Shupple does not make any representation or warranties in respect of the products available on the Shupple Platform nor does Shupple implicitly or explicitly support or endorse the sale or purchase of any products on Shupple Platform. The Company accepts no liability for any error, inaccuracy or omission of third parties or for information/inputs received from third parties and provided to you through the Shupple Platform or otherwise.
You acknowledge and agree that Shupple shall not, at any time, have any right, title or interest to any product(s), which is subject to a bipartite sale and purchase contract between you and the Retailer. The Company does not have any control over the quality, failure to provide or any other aspect whatsoever of the product(s) and is not responsible for damages or delays on account of products which are out of stock, unavailable or back-ordered.
Shupple Platform is for Consumers to undertake purchase transactions with Retailers. Shupple is not and cannot be a party to or control in any manner any transaction between you, Retailers or any third-party sellers.
In particular, neither the Owner nor any shareholders/members of Shupple shall be liable in any way to You or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any products/services.
User reviews are provided for informational purpose only. User reviews reflect the individual reviewer's results and experiences only and are not verified or endorsed by Shupple or Shupple Platform.
While we will try our best to ensure that the MRP and the HSN Code (at the associated GST Rates) are accurate. The liability of ensuring that the Retailers have sold the products at the right MRP price or below MRP price is on the Retailer alone including the HSN Code and GST rates. The prices are visible to the Retailers before they confirm any order and the HSN Code and GST rates are provided in the Invoice for the Retailers and Buyers to verify and bring any discrepancy to Our notice.
We shall not be responsible and/or liable for any price discrepancy on the products sold on our Shupple Platform. The Shupple and Shupple Platform is primarily a facilitator and all transactions done and legal obligations are between the Buyers and Retailers shall not make Shupple a party to the same.
All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.
Stage 1: Mediation. Any dispute arising out of or in connection with this Agreement, including any question regarding its validity, interpretation and applicability, shall be settled by an amicable effort on the part of both Parties.
In case of the dispute is not resolved, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for the sole mediator and in the case, both parties accept the proposed name, the said person shall be appointed as sole mediator. In case the parties are not able to reach a consensus within two proposed mediators, Shupple reserves the right to decide the final mediator. The decision of the mediator is binding on both parties.
Stage 2: Arbitration. In case that mediation does not yield a suitable result or preferred by any one of the parties, arbitration may follow, the award of which is binding on both parties.
If an attempt to settle the difference(s) has failed and further mediation does not yield a suitable result or preferred by any one of the parties, including any questions regarding its existence, validity or termination, arbitration may follow, the award of which is binding on both parties.
The dispute(s) shall be finally settled under the Arbitration and Conciliation Act, 1996, including its amendments and modifications, by a sole arbitrator to be appointed by the parties. The language to be used in the arbitration proceedings shall be English. The venue of Arbitration shall be Mumbai.
Agreement to Arbitrate. You and Company mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Shupple Platform, the Retailer Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Shupple agree that the arbitrator will decide that issue.
No Class Actions or Representative Proceedings . You and Company acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Consumer in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Shupple both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
Governing Law and Jurisdiction
This Agreement shall be construed in accordance with the applicable laws of India. The Courts at Mumbai shall have exclusive jurisdiction in any proceedings arising out of this agreement. Any dispute or difference either in interpretation or otherwise, of any terms of this Agreement between the parties hereto, shall follow the Dispute Resolution Procedure as described in this Agreement and the same shall be referred to an independent meditator first and if not resolved then referred to an independent arbitrator who will be appointed by Company and his decision shall be final and binding on the parties hereto. The above arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The arbitration shall be held in Mumbai. The High Court of judicature at Mumbai alone shall have the jurisdiction and the Laws of India shall apply.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Shupple Platform (“ Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Shupple Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
Shupple respects copyright law and expects its users to do the same. It is Shupple policy to terminate in appropriate circumstances the Shupple Accounts of Consumers or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
You may not assign or transfer these Terms, by operation of law or otherwise, without Shupple prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Shupple may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Entire Agreement: Except as they may be supplemented by a document referenced and incorporated herein or by additional Shupple policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive statement of the agreements between You and us with respect to the subject matter hereof and supersedes all other communications or representations or agreements (whether oral, written or otherwise) relating thereto.
Unless specified otherwise, any notices or other communications to Consumers permitted or required under this Agreement, will be in writing and given by Shupple via email, Shupple Platform notification, or messaging service (SMS).
Waiver: The failure of either party at any time to require performance of any provision of this Agreement in no manner shall affect such party's right at a later time to enforce the same. No waiver by either party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this Agreement.
Severability: If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein.
You understand that by using Shupple Platform or any services provided on Shupple Platform, you may encounter Content that may be deemed by some to be offensive, indecent, or objectionable, which Content may or may not be identified as such. You agree to use Shupple Platform and any service at your sole risk and that to the fullest extent permitted under applicable law, RSPL and its affiliates shall have no liability to you for Content that may be deemed offensive, indecent, or objectionable to you.