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 AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE AGREEMENT CAREFULLY.

This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms of use for access or usage of domain name/ website https://www.ucliq.in/, including the related mobile application (hereinafter jointly referred to as “Platform”).

This document represents a legally binding agreement between users, referred to as "You", who access or use the UcliQ business-to-business (B2B) platform for commercial purposes, and UcliQ Private Limited, also referred to as "Us" or "We". By accessing, browsing, or otherwise utilizing the platform and availing its services, You acknowledge and agree to be bound by the Terms, including any updates or changes made to them from time to time without prior written notice.

The Terms are divided into three sections:

Those applicable to all users of the platform.

Those applicable to buyers (section A and B), and those applicable to sellers (section A and C).

As a buyer, You must adhere to sections A and B, while as a seller, You must comply with sections A and C. It is Your responsibility to periodically review the Terms for any updates or changes. By accepting the Terms, You also agree to any amendments, updates, and modifications made to them and other policies in the future.

A. TERMS OF USE

1. EFFECTIVE DATE

These Terms of Use shall come into effect from 17th September 2022 at 0000 hours

2. APPLICATION AND ACCEPTANCE OF THE TERMS
   1. By accessing or using the UcliQ platform and its services, features, functionality, software, and products (collectively referred to as the "Services"), you agree to be bound by these Terms of Use, as well as any other rules and policies that UcliQ may publish from time to time. Please note that we may automatically update the platform on your device when a new version becomes available.
   2. The Services provided by UcliQ include, but are not limited to: (i) providing an online venue for members to buy and negotiate various goods and services listed on the platform, (ii) enabling members to increase their profitability by providing third-party goods and services at competitive prices, (iii) collecting user information, (iv) providing data, reports, text, images, sounds, video, and content made available through the platform, and (v) any other specialty or additional services that UcliQ may offer to users from time to time.
   3. It is important to note that UcliQ is merely providing an online venue for users to transact, and does not manufacture, produce, or design any of the products or services sold or purchased via the platform. Therefore, UcliQ does not give any warranty or representation about the authenticity or quality of the product or service. All transactions conducted via the platform are the sole responsibility of the members involved. These Terms of Use do not create any partnership, joint venture, or other joint business relationship between UcliQ and any other party.
3. PROVISION OF SERVICES
   1. To access and use the Services, You must register on the UcliQ Platform. UcliQ reserves the right to restrict access to or use of certain Services (or any features within the Services) without prior notice and subject to other conditions that UcliQ may impose in its discretion.
   2. Some Services may be supported and/or provided by third-party service provider(s), and for such Services, Your contracting entity will be the third-party service provider(s). UcliQ disclaims all liability for any claims that may arise from Your use of Services provided by such third-party service provider(s).
   3. You acknowledge and confirm that UcliQ provides Services on a best-efforts basis and may engage the services of third-party service provider(s) to facilitate such Services. UcliQ shall not be liable to You for any failure or delay in providing the Services, or for any temporary disablement, permanent discontinuance of the Services by UcliQ, or for any consequences resulting from such actions or reasons beyond UcliQ's reasonable control.
   4. You acknowledge that the Services are provided on an "as is" and "as available" basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. You agree that UcliQ reserves the right to suspend the Services immediately, without assigning any reason, at its sole discretion.
   5. UcliQ may, at any time and with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by You. Termination of any or part of any Services shall not affect the provision of other services or other business arrangements or agreements which You may have entered into with UcliQ.
   6. If You use the Services through a mobile device, Your wireless service carrier's standard charges, data rates, and other fees may apply. By using the Services, You agree that UcliQ may communicate with You regarding Services and other entities by SMS, MMS, emails, text messages, or other electronic means to Your mobile device and/or through the Platform by push notifications, reminders, and alerts for the purpose of providing the Services and other information. UcliQ shall have no responsibility in any manner whatsoever regarding any promotional emails or SMS/MMS sent to You. The offers made in those promotional emails, SMS/MMS, or otherwise shall be subject to change at the sole discretion of UcliQ, and UcliQ owes no responsibility to provide You any information regarding such change.
4. ELIGIBILITY
   1. By accessing and using the Services provided by UcliQ, you confirm that you are legally capable of entering into a contract in accordance with the laws of the jurisdiction in which you reside or operate your business. You acknowledge that the Services may only be used by persons who are authorized to do so on behalf of a business entity, and not for personal use.
   2. The Platform and its Services are intended for B2B (business-to-business) purposes only. Therefore, you agree that you will not use the Platform or its Services for personal use, and that any use of the Platform and its Services will be solely for your business purposes.
5. USER ACCOUNTS AND VERIFICATION OF ACCOUNT
   1. Users must register on the UcliQ platform to access or avail the services for their commercial purposes. Only one account can be registered per user for availing the services. UcliQ reserves the right to terminate services and cancel the user's account if there is any reason to believe that the user has concurrently registered or is controlling two or more accounts. UcliQ also reserves the right to reject the user's application for registration without assigning any reasons for such rejection, and the user agrees not to dispute any such rejection for any reasons whatsoever
   2. A set of user ID and password is unique to a single account. Any action triggered on the user's account on the platform will be deemed to have been authorized by the user and with the user's express consent. The user shall be solely responsible for maintaining the confidentiality and security of their user ID and password and for all activities that occur under their account. The user agrees that all activities that occur under their account (including, without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any services, sending emails using the platform or other communications) will be deemed to have been authorized by the user.
   3. UcliQ will require certain information from the user to register with the platform during the provision of services. Accordingly, the user agrees to provide all details about themselves and with respect to their business (including but not limited to information relating to their business registration/approvals etc.), as maybe required by UcliQ, in its sole discretion and to the satisfaction of UcliQ. The user agrees that any required information not provided by them shall entitle UcliQ to not proceed with the registration process and/or terminate the services (including cancellation of their account) forthwith. The user agrees and acknowledges that UcliQ may directly or through a third-party service provider validate the information provided by them on the platform. The user agrees to furnish additional information and provide documentary proof as may be requested by UcliQ, from time to time, for the purposes of verification of their user account information. If any information provided by the user is found to be incorrect or misleading, UcliQ reserves its right to take appropriate steps as set forth under Clause 7 of these terms. For the purposes of verification of the user's account information, the user agrees that UcliQ may share their information with such third-party service provider.
6. USERS GENERALLY
   1. You agree that (a) You will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform (the “Platform Content”), and (b) You will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with UcliQ, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).
   2. UcliQ may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are advised and requested to read such third parties terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that You may avail. You acknowledge that UcliQ has no control over such third parties' web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
   3. You agree not to undertake directly or indirectly any action which may adversely impact the integrity of UcliQ’s feedback system.
   4. The User Content that is posted, uploaded etc. on the Platform or any User Content which is provided to UcliQ or Our representative(s), You agree to grant perpetual, worldwide, royalty-free, and sub-licensable license to UcliQ to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to UcliQ that You have all the rights, power and authority necessary to grant the above license.
   5. User agrees, undertakes, and confirms that User’s use of Platform shall be strictly governed by the following binding principles:
      1. User shall not host, display, upload, modify, publish, transmit, update or share any information which:
      (i) belongs to another person and to which User does not have any right to; (ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986; (iii) is misleading in any way; (iv) is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual; (v) harasses or advocates harassment of another person; (vi) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using UcliQ’s communication Platform; (vii) promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; (viii) infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity; (ix) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (x) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page); (xi) provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone; (xii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (xiii) contains video, photographs, or images of another person (with a minor or an adult); (xiv) tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (xv) engages in commercial activities and/or sales without prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Platform. Throughout these Terms, UcliQ's prior written consent means a communication coming from UcliQ's Legal Department, specifically in response to Your request, and specifically addressing the activity or conduct for which You seek authorization; (xvi) solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal; (xvii) interferes with another User’s use and enjoyment of the Platform or enjoyment of any similar Services; (xviii) refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms; (xix) harm minors in any way; (xx) infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products; (xxi) violates any law for the time being in force; (xxii) deceives or misleads the addressee/ Users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (xxiii) impersonate another person; (xxiv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any Trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information; (xxv) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. (xxvi) shall not be false, inaccurate or misleading; (xxvii) shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force. (xxviii)shall not create liability for UcliQ or cause UcliQ to lose (in whole or in part) the Services of Our internet service providers or other suppliers.
      2. You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content on the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content on the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. UcliQ reserves its right to bar any such activity.
      3. User shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the Services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.
      4. Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other User, including any account on the Platform not owned by User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Platform.
      5. Each User agrees to indemnify, defend and hold harmless UcliQ, its affiliates, directors, employees, agents and representatives, from any and all claims, damages, losses, liabilities, demands, fines, penalties, settlement, interest and costs or expenses (including reasonable fees for attorneys and other advisors, and any loss of profit or diminution of value) which may arise from or in connection with: (i) Your submission, posting or display of any User Content; (ii) from Your use of the Platform or Services; (iii) from Your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any service availed by You from a third party service provider using any dispute inter-se Users; and/or (vi) Your negligence or wilful misconduct.
7. BREACHES AND SUSPENSION

   These clauses outline the actions that UcliQ may take in the event of a breach of the terms by a user or if UcliQ believes that the user's actions could cause harm to UcliQ or its reputation.

   1. UcliQ can suspend or terminate a user's account or any accounts related to it, block or restrict access to any service, remove product listings or other user content, and impose penalties as deemed necessary.
   2. states that UcliQ may suspend, de-activate, or de-list any product listings or user accounts for reasons such as economic constraints, operational difficulties, or usage behavior on the platform.
   3. Allows UcliQ to delist, deactivate, or suspend a user's account if the user becomes inactive for a period determined by UcliQ or if no transaction is noticed by UcliQ.
   4. UcliQ reserves the right to cooperate fully with government authorities, injured third parties, or any third parties alleging a claim against the user, and may disclose the user's identity and contact information if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.
   5. states that if UcliQ reasonably believes that a user has availed of any services for personal use or consumption or for any purpose other than a commercial purpose, UcliQ may suspend or terminate the user's account and any related accounts in its sole discretion.
8. TRANSACTIONS BETWEEN BUYER AND SELLER
   1. When a product is listed for sale on the Platform by a Seller, products sold to Buyer by the Seller will be governed by the contractual arrangement entered into directly between the Buyer and the Seller. Buyer agrees that UcliQ cannot and does not confirm each Seller’s purported identity. UcliQ advises and encourages Buyers to exercise discretion and caution while dealing with various Sellers and vice versa.
   2. User further acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes and shall not indulge in any illegal activity while availing the Services. Further, Buyer, not being an end consumer, agrees to purchase the products from the Seller for further resale or commercial purpose only
   3. As You are aware that UcliQ is only trying to connect the Buyer and the Seller on the Platform and therefore, does not represent or certify the compliance of the terms agreed between the Buyer and the Seller in connection with any purchase and/or sale transactions effected through the Platform. Further, UcliQ has no control or authority over either the Buyer or the Seller and consequently is not liable to or responsible for the quality, safety, suitability of products, lawfulness or availability of the products or services offered for sale on the Platform, or the ability, capability or intent, of the Seller to complete a sale or the ability, capability or intent of Buyers to complete a purchase. UcliQ acts as an online venue for the Buyer and the Seller and does not implicitly or explicitly support or endorse the sale or purchase of any products on the Platform.
   4. At no point of time shall any right, title or interest in the products sold through or displayed on the Platform vest with UcliQ nor shall UcliQ have any obligations or liabilities in respect of any transactions on the Platform. You agree that You will not raise any dispute with regard to the aforementioned term and in case You do not agree to such a term You will exercise Your discretion of not availing the Services or using the Platform.
   5. Each User acknowledges that it is fully assuming all risks that arise as result of conducting any purchase and/or sale transactions in connection with using the Platform or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. User acknowledges that only after reviewing and agreeing to such the terms herein, the User is transacting on the Platform at its own risk and is using its best and prudent judgment before entering into any transactions through the Platform.
   6. UcliQ shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the products and hereby expressly disclaims any and all responsibility and liability in that regard. UcliQ shall not mediate or resolve any dispute or disagreement between Buyer and the Seller of the products or any third party that is rendering services to You.
   7. In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify, defend and hold harmless UcliQ (its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. This clause shall also apply to any services opted for by the User by accessing any link from UcliQ site to avail of any independent services related to the transaction of buy-sell conducted on the Platform from any third party
   8. The User(s) shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required under applicable law) regarding the right and authority (if required under applicable laws) to re-sell, trade, re-distribute or export or offer to sell, trade the products or services and such sale, trade, distribution or export or offer does not violate any applicable laws
9. LIMITATION OF LIABILITY AND INDEMNITY
   1. To the maximum extent permitted by law, the Services provided by UcliQ on or through the Platform are provided "as is", "as available", and UcliQ hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
   2. To the maximum extent permitted by law, UcliQ makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; UcliQ does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Platform does not violate any third party rights; and UcliQ makes no representations or warranties of any kind concerning any product or service offered or displayed on the Platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of UcliQ for any claims that may arise in connection with these terms shall not exceed an amount paid by the User to UcliQ.
   3. Under no circumstances will UcliQ be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from Your sale or purchase of any products on Platform or any services availed, even if UcliQ has been advised of the possibility of such damages.
10. FORCE MAJEURE
    1. Under no circumstances shall UcliQ be held liable for any losses, delay or failure or disruption of the content or Services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond Our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties.
11. INTELLECTUAL PROPERTY RIGHTS
    1. UcliQ is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with UcliQ or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by UcliQ are hereby reserved.
    2. UcliQ’s logo and any other related icons and logos are registered trademarks or trademarks or service marks of UcliQ, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
    3. UcliQ may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “UcliQ” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by UcliQ
    4. You represent and warrant that, for all such User Content, You own or otherwise control all necessary rights to do so and to meet Your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, Our Users, or others in contract with Us and in compliance with these Terms, do not and will not infringe any intellectual property rights of any third party. UcliQ takes no responsibility and assumes no liability for any content provided by You or any third party.
    5. The Platform and Services, including, without limitation, any and all APIs, software, documentation, images, video, content, logos, page headers, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all intellectual property rights associated with any of these materials (collectively, "UcliQ IP") are owned by UcliQ and/or its third party sponsors, partners, and suppliers. You have no right or license in or to the UcliQ IP other than the right to use the Services, in compliance with the Terms, during Your use of the Platform.
12. NOTICES
    1. All legal notices or demands to or upon UcliQ shall be made in writing and sent to UcliQ personally, by courier, certified mail, or facsimile to the following entity and address: UcliQ Technologies Private Limited, email address: contact@UcliQ.in, The notices shall be effective when they are received by UcliQ in any of the above-mentioned manner.
    2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to UcliQ while registering on the Platform, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge or through such other mode of communication as UcliQ may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) UcliQ is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon UcliQ posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.
13. MISCELLANEOUS PROVISIONS
    1. Unless otherwise communicated to You by UcliQ, the Terms (including its sections as may be applicable to the Seller or Buyer) constitute the entire agreement between User and UcliQ and govern the User’s use of the Platform and any of the Services. The Terms shall supersede any prior written or oral agreements that You may have had in relation to the use of the Platform and any of the Services.
    2. UcliQ and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between You and Us is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow You to create or assume any obligation on Our behalf for any purpose whatsoever.
    3. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
    4. UcliQ’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of UcliQ’s right to act with respect to subsequent or similar breaches.
    5. UcliQ shall have the right to assign the Terms (including all of Our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of UcliQ). User may not assign, in whole or part, the Terms to any third party or person.
    6. The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Gurugram, India.
14. GRIEVANCE OFFICER

    In accordance with applicable laws, You may contact the grievance officer for any issues or concerns at the following address:
    UcliQ Technologies Private Limited,
    Email address: contact@UcliQ.in

B. BUYER TERMS

The provisions of this section B shall be applicable only to Buyer(s). These Buyer Terms shall be read in conjunction with the Terms and in the event of any conflict between the Terms and Buyer Terms, the provisions of Buyer Terms shall supersede and prevail.

1. DEFINITIONS

   For the purposes of this section, the following capitalised terms shall have the following meaning:

   1. “Buyer” shall have the meaning as ascribed under the Terms. For the ease of reference, the terms ‘You’, ‘Your’ under this section have also been used to refer to the Buyer.
   2. “Logistics Services” means the shipping, delivery, including cash on delivery and other allied services provided by the Seller to You pursuant to these Buyer Terms.
   3. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.
   4. “Specifications (s)” shall mean the standard specifications You choose from the Platform, and the Buyer, date of order placement, total amount payable by the Buyer, delivery date, mode of payment, unique order number (AWB number) etc.
   5. “Product(s)” shall mean goods of any categories (other than products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbour or encourage vermin or other pests) advertised by the Sellers/UcliQ in Our catalogue.
2. BUYER’S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
   1. You represent, warrant and agree that:
      1. You are a lawfully incorporated business entity (acting through Your representative) and are fully able and competent to understand and agree to the Terms including Buyer Terms;
      2. You have full power and authority to accept the Terms including Buyer Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
      3. You will use the Platform and Services for business purposes only;
      4. You will not use or access the Platform for Your personal purposes and any Products that You purchase shall be for commercial purposes and not for personal consumption;
      5. the address You provide when registering Your account on the Platform is the Buyer place of business of Your business entity;
      6. Your business is validly existing and incorporated / established as per the provisions of applicable laws
      7. You shall comply with all applicable laws while using and accessing the Platform;
      8. You and Products or services provided by You on the Platform (if any) comply with applicable laws;
      9. You shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that You submit, post or display; and
      10. any User Content that Buyer submits, posts or displays does not infringe or violate any of the copyright, patent, trademarks, trade name, trade secrets or any other personal or proprietary rights of any third party and UcliQ.
   2. Buyer will be required to provide information or material as maybe required by UcliQ as part of the registration process on the Platform or Your use of any Service or the Buyer account and such information may be required to be provided to UcliQ from time to time. Buyer represents, warrants and agrees that:
      1. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current and complete; and
      2. Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
   3. Buyer may be required to promptly furnish additional documents or information as and when requested by UcliQ to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing which, UcliQ reserves its right to take appropriate measures as set out under Clause 7 (Breaches and Suspension) of the Terms.
3. PAYMENTS BY BUYERS
   1. Upon placing the Order on Platform, Buyer can opt to make payment for the Products purchased by using any of the modes of payment on the payment gateways or payment system made available by UcliQ on the Platform, from time to time
   2. Buyer acknowledges that it is solely responsible for the transactions / payments made to the Seller for the Products purchased by the Buyer. Buyer acknowledges and agrees that We are acting merely as a connect between the Buyer and the Seller and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer. We do not have any obligation, responsibility or liability to verify any transactions authenticated and/or authorised by the Buyer or its payment instructions.
   3. You hereby agree to be bound by the applicable provisions of the Seller Terms for a sale transaction.
   4. You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by Us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to making payments on the Platform.
   5. Buyer hereby acknowledges and agrees that We shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever including but not limited to non-performance or omission or commission on the part of Seller, deficiency of service and/or Products delivered, technical errors on the Platform and/or the payment gateway. You further acknowledge that We shall not be responsible, in any manner whatsoever, for any loss incurred by You for a failed / incomplete transaction undertaken by You on the Platform.
   6. Buyer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.
   7. Any refunds shall be subject to the contractual arrangement entered into directly between the Buyer and the Seller. Refunds shall be processed in the same manner as they are received. Refund amount will reflect in the Buyer’s bank account based on respective banks policies.
   8. In case an Order is placed by the Buyer with the Seller and subsequently the Buyer fails to make a payment for the Product within the time period as agreed between the Buyer and the Seller, then upon receipt of sufficient evidence from the Seller, UcliQ, in order to protect its reputation and brand, has the right to forthwith blacklist or restrict access to or use of certain Services (or any features within the Services) subject to other conditions that UcliQ may impose in its discretion.
4. LOGISTICS SERVICES
   1. Buyer hereby acknowledges and agrees that We shall not be liable to provide any Logistics Services for the Products.
   2. The provision of Logistics Services would be governed by the contractual arrangement entered into directly between the Buyer and the Seller.
5. RETURNS
   1. In case the Buyer wishes to make a return of the Product which is not as per the Specifications, the Buyer will first upload photo evidence of the defect and thereafter make a request for a return of the Product on the Platform forthwith. UcliQ shall In the event, the Seller disputes such return then the settlement of such dispute shall be governed by the contractual arrangement entered into directly between the Buyer and the Seller.
6. FEES AND CHARGES
   1. Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra and Buyer will be liable to pay the same.
   2. The charges shall be subject to applicable taxes, as per prevailing applicable laws. Buyer shall deduct income tax as applicable against the amounts payable to UcliQ if required by applicable law, except to the extent where UcliQ submits a nil/reduced withholding certificate. Buyer shall remit the withholding taxes to the relevant tax authorities and enable UcliQ to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.
   3. For any additional services availed by the Buyer from UcliQ, UcliQ will charge additional charges for any such additional services. UcliQ may enter into a separate bi-partite contractual arrangement with the Buyer for provisioning of such additional services to the Buyer. UcliQ reserves its right to levy penalty or late payment charges in case of delay by the Buyer in clearing any dues payable to UcliQ.
7. LIMITATION OF LIABILITY AND INDEMNITY
   1. We shall not have any liability whatsoever for any claims arising from: (a) any of Your acts or omissions; (b) compliance with the instructions given by You or any person acting on Your behalf; (c) an act or order of any government authority; (d) any force majeure event; (e) any cause which We could not avoid and the consequences whereof We could not prevent by the exercise of reasonable diligence; and/or (f) any dispute or claims between the Seller and the Buyer including without limitation relating to the Logistics Services or Products hereunder.
   2. Each Buyer agrees to indemnify, defend, and hold harmless UcliQ, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) Your submission, posting or display of any User Content; (ii) from Your use of the Platform or any of the Services;(iii) from Your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any of the service availed by You from a third party service provider using the Platform; and (v) Your negligence or wilful misconduct.

C. SELLER TERMS

The provision of this section C shall be applicable only to a Seller(s). These Seller Terms shall be read in conjunction with the Terms and in the event of any conflict between the Terms and Seller Terms, the terms of Seller Terms shall supersede and prevail.

1. DEFINITIONS

   For the purposes of this section, the following capitalised terms shall have the following meaning:

   1. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.
   2. “Logistics Services” means the shipping, delivery, including cash on delivery and other allied services provided by the You to the Buyer pursuant to the Buyer Terms.
   3. “Product(s)” shall mean goods of any categories (other than products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbour or encourage vermin or other pests) advertised by the Sellers or UcliQ in Our catalogue.
   4. “Seller” shall have the meaning ascribed to it under the Terms. For the ease of reference, the terms ‘You’, ‘Your’ under this section have also been used to refer to the Seller.
   5. “Standard Platform Services” shall mean the use and access of the Platform by the Seller, which includes but not limited to creation, display and updating of Product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Seller Terms and Terms and “Standard Platform Services Fees” shall mean the fees paid for the Standard Platform Services
2. SELLER’S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
   1. You represent, warrant and agree that:
      1. you are a lawfully incorporated business entity (acting through Your representative, as may be applicable) and are fully able and competent to understand and agree to the Terms including Seller Terms;
      2. You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
      3. You shall use the Platform and Services for business purposes only;
      4. You will not use or access the Platform for Your personal purposes and any Products that You may sell are for commercial purposes and not for personal consumption;
      5. the address You provide when registering Your account on the Platform is the Seller place of business of Your business entity;
      6. Your business is validly existing and incorporated / established as per the provisions of applicable laws;
      7. You have complied with and continue to do so with all applicable laws including but not limited to the Legal Metrology Act 2009, The Food Safety and Standards Act, 2006, labour laws, etc. and
      8. You shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that You submit, post or display;
      9. any User Content that Seller submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party and UcliQ;
      10. You have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any rights of any third party;
      11. the description and particulars of the Product (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable;
      12. all information provided by You or person acting on Your behalf relating to the Product(s) are complete and accurate; and
      13. the Product (s) are properly and sufficiently prepared, packed, stowed, labelled, and/or marked
   2. Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process on the Platform or Your use of any Service or the Seller account. Seller represents, warrants and agrees that:
      1. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service is true, accurate, current and complete; and
      2. Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
   3. Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Platform in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing UcliQ reserves its right to take appropriate measures as set out under Clause 7 of the Terms.
   4. For delivery of Product(s), Seller hereby acknowledges and agrees that We shall not be liable to provide any Logistics Services for the Products. The provision of Logistics Services would be governed by the contractual arrangement entered into directly between the Buyer and the Seller.
   5. Seller shall be solely responsible to raise invoices directly on the Buyer for Products sold by the Seller to the Buyer. Seller agrees to indemnify, defend, and hold harmless UcliQ, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) arising out of any claim for penalty levied by any governmental or regulatory authority on UcliQ due to Seller’s non-compliance of applicable laws, including without limitation, violation of applicable tax laws etc. We shall not assume any liability for Seller’s failure to comply with this clause.
   6. Seller acknowledges and understands that it is solely responsible for any non-conformity or defect in, or any public or private recall of, any of its Products. Seller shall promptly notify UcliQ of any such non-conformity, defect, or public or private recall, or the threat thereof, and cooperate and assist UcliQ in connection with any recalls, including by initiating the procedures for intimating the Buyers in this regard. Seller will be responsible for all costs and expenses UcliQ may incur in connection with any recall or threatened recall of any of the Products.
   7. Notwithstanding anything to the contrary, UcliQ shall have the right at all times to be compensated by Seller for any damage suffered as a consequence of any fault, defect and non-compliance with respect to any of the Products. Seller shall indemnify, defend, and hold harmless UcliQ, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) arising out of or in connection with the sale and use of the defective, faulty and/or non-compliant Products.
   8. Seller understands and acknowledges that UcliQ is not a Party to transactions between Buyer(s) and Seller, and Seller hereby releases UcliQ (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions.
3. RETURNS
   1. In case a Buyer wishes to make a return of the Product which is not as per the Specifications and the Seller fails to provide the Product as per the Specifications, UcliQ, in order to protect its reputation and brand, has the right to forthwith blacklist or restrict access to or use of certain Services (or any features within the Services) subject to other conditions that UcliQ may impose in its discretion.
4. FEES AND CHARGES
   1. The applicable Standard Platform Services Fees shall be as communicated by UcliQ to the Seller(s), from time to time, via the Platform or through such other mode of communication as may be determined by UcliQ in its sole discretion. It shall be the Seller’s responsibility to routinely check on such Standard Platform Services Fees. In the event You continue to use the Platform, it shall be deemed that You have agreed to such change in the Standard Platform Services Fees.
   2. UcliQ shall issue the invoice for Standard Platform Services Fees on the Seller, and the Seller shall make payment of the same to UcliQ. Seller agrees that the Seller alone shall be responsible for ensuring that Standard Platform Services Fees is paid to UcliQ.
   3. The Standard Platform Services Fees shall be subject to applicable taxes, as per prevailing applicable laws. Seller shall deduct income tax as applicable against the amounts payable to UcliQ if required by applicable law, except to the extent where UcliQ submits a nil/reduced withholding certificate. Seller shall remit the withholding taxes to the relevant tax authorities and enable UcliQ to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.
   4. UcliQ will charge additional charges from the Seller for providing any additional services or services that are not covered under the Standard Platform Services.
   5. UcliQ reserves its right to levy penalty or late payment charges in case of delay by the Seller in clearing any dues payable to UcliQ..
5. Standard Platform Services
   1. You are allowed to list Products(s) for sale on the Platform subject to Your compliance with these Seller Terms. You must be legally able to sell the Products(s) You list for sale on the Platform.
   2. You must ensure that the listed Product(s) do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties and/or UcliQ. Listings may only include text descriptions, graphics and pictures that describe Your Product for sale.
   3. All listed Product(s) must be listed in an appropriate category on the Platform. All listed Products must be kept in stock for successful fulfilment of sales. You agree to adhere to the listing guidelines that may be communicated to You by UcliQ, from time to time.
   4. The listing description of the Product must not be misleading and must describe actual details and condition of the Product.
   5. You represent, warrant and agree that You will avail the Services of the Platform only for the business and commercial purposes and will not use the Platform for availing and products/services for personal use or consumption. The Products offered or sold by You to the Buyer through the Platform shall only be used by the Buyer for resale or commercial purpose and shall not be for the purposes of personal use or consumption by the Buyer.
6. ADDITIONAL SERVICES

   These terms for specific services will be applicable to a Seller’s use of any of the additional services described hereunder and will be read together with these Terms set out under section C and Terms. In the event of any conflict between the terms for any additional Service opted by the Seller, Terms set out under section C and Terms, the provisions for additional services shall supersede and prevail. If required by UcliQ, UcliQ may enter into a separate arrangement with the Seller to provide additional services (whether or not described hereunder) to the Seller.

7. LIMITATION OF LIABILITY AND INDEMNITY
   1. We shall not have any liability whatsoever for any claims arising from: (a) any of Your acts or omissions; (b) compliance with the instructions given by You or any person acting on Your behalf; (c) an act or order of any government authority; (d) the insufficiency of the packing or labelling of the Product; (e) the nature or description of the Product; (f) riots, civil commotions, strikes, lockouts, stoppage or restraint of labour; (g) explosion, fire, flood or storm; (h) any cause which We could not avoid and the consequences whereof We could not prevent by the exercise of reasonable diligence; (i) any loss, miss-delivery, delay or damage to any shipment of the Product; and/or (j) any dispute or claims between the Seller and the Buyer including without limitation relating to the shipment of the Product or Products hereunder.
   2. Seller agrees to indemnify, defend, and hold harmless UcliQ, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) Your submission, posting or display of any User Content; (ii) from Your use of the Platform or any of the Services;(iii) from Your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any of the service availed by You from a third party service provider using the Platform; (v) any liability or defect in the Products offered/ listed for sale on the Platform; (vi) Your negligence or wilful misconduct; (vii) any sale or offer of sale of counterfeit or fake Products on the Platform or any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, publishing, promotion, manufacture, sale, distribution or use of any of the Products; (viii) any alleged or actual personal injury, death or property damage suffered by UcliQ arising from the supply or sale of Products by Seller; and/or (ix) any claim by a third Party or Buyer made pursuant to, or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any of Products.