Term Conditions

Terms of Services

This is an electronic contract in terms of Information Technology Act, 2000 and rules, there under, as applicable. This electronic contract is generated by a computer system and does not require any physical or digital signatures. 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 for access or usage of the Website.

This Platform (defined below) including www.clubsmartretailer.com and Mobile Application is managed and operated by Shri Shyam Distribution House, having its registered office and headquarters at 1st Floor, Plot No.-33, B-1, Raghu Vihar Vistar, Golyavas, Village – Manpur Devri, Jaipur 302020, Rajasthan, India (SSDH).

“We”, “our,” and “us” refer to SSDH. “You” and “your” refer to the User and/ or his/her/its Authorized Representative (defined below), as applicable.

The SSDH Services are made available solely for business entities based in India. By accessing the Website or using the SSDH Services (defined below), the User agrees that the User and the Authorized Representative have read and understood, and, agrees to be bound by these Terms of Service (Terms), our Privacy Policy at https://www.clubsmartretailer.com/privacy-policy/ and any applicable Third-Party Terms (defined below) (together, this Agreement). It is important to read the entire Agreement carefully as some of the provisions affect your legal rights and obligations.

Further, if you are accessing the SSDH Services through the Mobile Application, then while these Terms shall apply to such use, there may be additional terms (such as the terms imposed by App Store (iOS), Android's (Google) Play Store, from time to time which will govern the use of Mobile Application. These additional terms to the extent applicable are hereby deemed to be incorporated in these Terms by way of reference.

You may not use the SSDH Services if you do not accept the terms of this Agreement. If you do not agree to be bound by these Terms and the Privacy Policy, you should not use the Website. It is strongly recommended for you to return to this page periodically and review the most current version of the Terms in force. SSDH reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice, and your continued access or use of this Website signifies your assent/ratification of the updated or modified Terms. If you object to these Terms or any subsequent modifications to these Terms in any way, your only recourse is to immediately terminate use of the Website. We may require you to agree to additional terms (if any) between you and SSDH in connection with specific services that you may avail from us from time to time.

1. Definitions

Account shall mean the account created by the User on the Website after successful completion of registration.

Agreement shall have the meaning as assigned to such term in the foregoing paragraph.

Authorised Representative shall mean the employee or authorised representative of the User who is specifically authorized to register on the Website on behalf of the User to assist the User to avail the Commerce Offering or Third-Party Service Offerings.

BILS Services shall mean the business instalment loan services provided by the Lenders to the Users on the Platform.

Card Services shall mean credit cards issued by Lenders and pre-paid cards issued by Third-Party Service Providers authorised by the RBI in this regard, offered to Users on the Platform and co-branded with SSDH branding.

CIC shall mean a credit information company that has been granted a certificate of registration under the Credit Information Companies (Regulation) Act, 2005.

Commerce Offering shall mean and include the e-commerce portal of the SSDH Services through which Users may offer goods and/or services to other Users on the Platform.

Content shall have its meaning as provided under clause 6.2.

Credit Information shall mean collectively the credit information as defined under the Credit Information Companies (Regulation) Act, 2005, credit information report, credit score, and other credit data and analysis reports received in relation to your credit information from CICs.

Financial Services shall mean unsecured BILS Services, SCF Services, CLUB SMART Pay Later and such other services provided by Lenders to the Users on the Platform.

Insurance Service shall mean transit insurance, life insurance, personal accident coverage etc offered by Third-Party Service Providers to Users through the Platform, by way of which the Users can indemnify themselves against financial losses while availing Third-Party Services or Commerce Offerings on the Platform.

Lender shall mean bank, NBFC or similar financial institution onboarded on the Platform as Third-Party Service Providers to provide Financial Services and/or Card Services.

Logistics Services shall mean services in relation to logistics, deliveries, shipments, packers and movers provided by Third-Party Service Providers.

Mobile Application shall mean the mobile application belonging to SSDH which is developed and designed to run on various mobile operating systems, for providing the SSDH Services through the Platform.

Organisation shall mean a sole proprietorship firm, partnership firm, a company registered under the Companies Act, 2013 or erstwhile Companies Act, 1956, or an LLP registered under Limited Liability Partnership Act, 2008 based in India.

OVD shall mean passport, driving license, Aadhaar card, voter's identity card, job card issued by NREGA, or letter issued by the National Population Register containing details of name and address, or any other officially valid document as per the RBI Master Direction - Know Your Customer (KYC) Directions, 2016, as amended from time to time.

Partner shall mean Third-Party partners of SSDH from whom SSDH may obtain certain services in relation to the Website including but not limited to the CICs, verification companies, information repositories etc. to provide the SSDH Services.

Platform shall mean digital platform having the tradename and brand name ‘CLUB SMART RETAILER’, as operated and maintained by SSDH, the front-end version of which is accessible through the Website.

Privacy Policy shall mean the SSDH privacy policy as provided at https://www.clubsmartretailer.com/privacy-policy

Party shall mean, in relation to SSDH, its representatives, agents, and any of their respective officers, directors, equity holders, employees, parent entities, subsidiaries, affiliated entities, representatives, agents and licensors.

SCF Services shall mean the supply chain financing services provided by the Lenders to the Users on the Platform.

SSDH Services shall mean the service of providing the Website and the Platform which facilitates and connects Users to (i) other Users, and (ii) various Third-Party Service Providers providing Financial Services, logistics, accounting, HR and payroll management services etc. to the User, and any related services in relation to the Commerce Offering or Third-Party Service Offerings, which may include 'text to speech' and speech recognition services.

Third-Party Service Offerings shall mean the Financial Services, Card Services, Insurance Services, Logistics Services, HR, accounting and other services provided by Third-Party Service Providers to Users on the Website.

Third-Party Service Providers shall mean service providers including Lenders, prepaid card issuers, sellers, service providers, insurers and logistics providers who are onboarded on the Platform and from whom the Users can avail the Third-Party Service Offerings.

Third-Party Terms shall mean the additional terms and conditions that the User may have to agree separately with the Third-Party Service Providers to avail any Third-Party Service Offerings.

User shall mean any Authorized Representative/Organisation (as the case maybe) registered on the Website being a business entity in India for using the SSDH Services to avail any Commerce Offering or Third-Party Service Offerings and shall include master anchors, anchors and dealers under the SCF Services.

User Consent shall mean prior consent procured from the User (by means of a click-wrap contract in the form prescribed in either Annexure-1 for individual Users or Annexure-2 for Organisations, as applicable) in relation to access to information by SSDH on behalf of the User from a Partner such as from the CIC or Goods and Services Tax Network or Ministry of Company Affairs and such other government or non-government networks.

User Data shall mean any data submitted by User or the Authorized Representative on behalf of the User, to or in relation to the SSDH Services or Commerce Offerings or Third-Party Service Offerings, including Personal Information and Sensitive Personal Information, as mentioned in the Privacy Policy.

User Verification shall mean the process followed by SSDH to ensure eligibility of the User to avail any Third-Party Service Offerings.

Website shall mean the domain i.e. www.clubsmartretailer.com and/or the Mobile Application.

SSDH and the User shall as the context so requires, be individually referred to as a “Party” and collectively as the “Parties”.

2. Registration and Usage of Website

2.1 The Website is freely accessible currently, however, prior to availing any of the SSDH Service(s) as a User, an organization/ individual will have to register on the Website and create an Account. The Authorized Representative can register the User using a valid mobile number and corporate email address and accept the Terms and the Privacy Policy on behalf of the User. A "one time password" (OTP) will be sent to the mobile number of the Authorized Representative and a verification email will be sent to the valid email address provided by the Authorized Representative. You will need to (i) enter the OTP for validating your mobile number; and (ii) verify the email for validating your email address, to activate and access your Account. Once activated, you can use your mobile number together with your password to access the SSDH Services (subject to additional conditions to access Commerce Offerings or specific Third-Party Service Offerings as may be specified hereunder) and it will remain active until terminated in accordance to these Terms. An Account created by an Authorized Representative without providing necessary support documentation, such as board resolution or resolution of partners etc, as may be required by SSDH, for appropriate authorization from the User will be suspended and terminated.

2.2 You will also be required to submit certain documents stipulated as per SSDH’s policies as applicable from time to time, for User Verification such as PAN, GST number, directors/ partner KYC documents (e.g. Aadhaar Card, driver license or other government issued identity proof), bank statements of specific duration, board resolution, income statement, sales and purchase data, cashflow statement, balance sheet, Income Tax return filing data, photos and videos, etc. Please refer to Annexure A and Annexure B of this Agreement for further details on the documents that we may collect. We may also collect your net banking credentials, bank statements, etc. for the purpose of providing you the Financial Services and Commerce Offering with your specific consent.

2.3 You hereby expressly authorise SSDH to use such documents, store and process such information for the purposes of this Agreement. To the extent permitted under applicable laws, we will also fetch documents and information pertaining to you in relation to the goods and service taxes, income tax reports, etc. from the records maintained by Ministry of Corporate Affairs, Income Tax department and other governmental authorities as part of the User Verification. Further details of the information / documents that we collect and the manner in which we use the information/ documents are detailed in our Privacy Policy available on our Website, which forms part of these Terms and shall stand incorporated therein. If these Terms read with our Privacy Policy are not acceptable to you, please do not provide any of your information to SSDH. However, in such event, we may not be able to provide you with the SSDH Services or some parts of it, as may be applicable.

2.4 The details and/or documents requested on the Website are not an exhaustive list of requirements and SSDH reserves the right to requisition and/or extract additional documents and / or details as may be deemed necessary by SSDH in its sole discretion, to complete User Verification or KYC. In the event the details or documents submitted for creating Account, or for availing the SSDH Services, are incomplete or discrepant, SSDH will request additional information / documentation through email / SMS sent to the email ID / mobile number as provided by you when you sought to register on the Website. In case the discrepancies remain unresolved or if SSDH is unable to successfully complete its User Verification in accordance with its policies, SSDH shall have the right to reject your request for registering with the Website and/or availing the Third-Party Service Offerings. SSDH reserves the absolute discretion to accept or reject your request for creating the Account towards availing SSDH Services, Commerce Offerings and any Third-Party Service Offerings, without assigning any reasons for the same.

2.5 By registering and creating an Account with SSDH, the User certifies that:

(a) The User/Authorized Representative have created the Account for your own personal/ your Organisation's use and that the information and documents you provide to SSDH will be your/ your Organisation's details (and not that of any third person or entity);

(b) All information and documents that you provide to SSDH at any time, including the during the course of any commercial transaction with other Users, are true, complete and accurate and any such information is supported by genuine and valid documents submitted to SSDH. You further confirm that you will keep all such information and documents current, complete, accurate and valid at all times for as long as your Account remains valid. You can log in to your Account to review and modify any changed details. You may be required to submit documentary proof as required by SSDH’s policies from time to time to authenticate the modified details and may not be able to use the SSDH Services until verification of the changed details is successfully completed by SSDH. You hereby agree that you will indemnify SSDH for any loss, damage, claim, action, costs, charges and expenses which SSDH may suffer or incur as a result of acting on, or relying on the information and documents provided by you;

(c) The Authorized Representative has attained majority age, is of employable age and has been duly authorized to act on behalf of the User for the purpose of using the SSDH Services;

(d) You will be responsible for safeguarding the security and confidentiality of your Account and password and you will not share, assign or transfer your Account or reveal your password to any Third-Party or do anything else that might jeopardize the security of your Account; and that you will be solely responsible and liable for all actions/instructions initiated using your Account. You may be held liable for losses incurred by SSDH or any other User due to authorized or unauthorized use of your Account as a result of your failure in keeping your Account information secure and confidential and/or not promptly notifying SSDH in the event of any breach of security;

(e) You will not create more than one Account for the same entity. Provided however that you can invite members of your organization as team members for accessing the same account in the manner elaborated in the Platform;

(f) You will comply at all times with all anti-corruption, anti-slavery, anti-bribery and anti-child labour laws and shall not engage in practices involving child labour or slavery;

(g) SSDH may suspend or terminate your Account or your use of the SSDH Services at any time without notice, if we suspect that any information / documents/ authorization that you have provided are untrue, inaccurate, not current, or incomplete or if you are found to be in breach of any of these Terms.

(h) You will use the Platform for availing goods or services solely for resale or commercial purposes. You will not be buying or using the goods or services exclusively for the purpose of earning your livelihood, by means of self-employment.

2.6 In the event the User is required to provide any security or collateral (in the form of immovable or movable asset) in relation to a Third-Party Service Offering, the User shall provide true, complete and accurate information pertaining to such asset on the Website or in physical copy. Further, the User shall be required to furnish the title documents, either online or in physical copy, pertaining to such asset, as and when required by the relevant Third-Party Service Provider to demonstrate that the User has the sole right, title and interest to such asset.

3. SCOPE OF SERVICES AND LIMITATIONS

3.1 The SSDH Services provided by SSDH are available and appropriate only for use in India. The Website is merely an online platform and SSDH only acts as an intermediary to enable Users and the Third-Party Service Providers to interact with each other for their transactions and for availing the Third-Party Service Offerings provided herein. You hereby agree and accept that SSDH is not and shall not be a party to any agreements entered into or executed between the Users and Third-Party Service Providers. Further, you agree that SSDH has no control over the conduct of any Third-Party Service Providers or their Third-Party Service Offerings and disclaims any and all liability in this regard to the maximum extent permitted by applicable law.

3.2 You may be required to accept and agree to be bound by Third-Party Terms for availing the specific Third-Party Service Offerings you choose. The applicable Third-Party Terms may be set out at the point of access to the relevant Third-Party Service Offerings These Third-Party Terms are in addition to, and not in derogation of these Terms.

3.3 For details of the various Third-Party Service Offerings, the scope of such service provided, the term of the relevant Third-Party Service Offering and the corresponding charges applicable, please refer to the relevant Third-Party Terms.

3.4 There may be certain Partner terms and privacy policies which may be applicable to the SSDH Services, which may be appended to these Terms, set out at the point of access to the relevant Partner portals or referred at such other appropriate place. You are also responsible for reading them and complying with them. Any data that you submit to such Partners shall be governed by the Partner privacy policies. SSDH has no control over the conduct of any Partners and their use of data and disclaims any and all liability in this regard to the maximum extent permitted by applicable law.

3.5 All transactions undertaken on your behalf by SSDH will be on the basis of your express instructions/prior approval and will be strictly on a non-discretionary basis. SSDH only facilitates the availing of Third-Party Service Offerings from the Third-Party Service Providers or Commerce Offerings from other Users. You fully understand and agree that the final decision of providing the Third-Party Service Offering or Commerce Offering will rest exclusively with the Third-Party Service Provider or the User concerned, respectively and the Third-Party Service Provider or the User concerned is not obliged to accept any advice/recommendations provided by SSDH. SSDH is not responsible for any non-performance or breach of any contract entered into between Third-Party Service Provider and Users and any transaction between two or more Users on the Platform. SSDH cannot and does not guarantee that the concerned Third-Party Service Provider shall perform any transaction pursuant to the usage of Website. SSDH shall not and is not required to mediate or resolve any dispute or disagreement between Third-Party Service Provider and the Users or inter-se between the Users. Subject to applicable laws, SSDH shall also have the right, but not the obligation, to provide such information and documents, as reasonably required by any User in the course of its dispute or disagreement with a Third-Party Service Provider or any other User.

3.6  By accepting these Terms, you hereby request and expressly authorize SSDH and its employees or agents to communicate with you, and accept instructions from you or with your approval, (i) over the telephone by SMS or calls (including robo calls and IVR calls) at the number you provide to SSDH (ii) by email at the email address you provide to SSDH; (iii) over video calls generated on the Platform (iv) in writing (including through documents uploaded by you through your Account or otherwise); (v) through 'click to accept' contracts and forms, and/or any other mode and form as may be determined appropriate by SSDH from time to time. You hereby consent to SSDH, at its sole discretion, recording all telephone calls/ video calls between you and SSDH representative for any purpose whatsoever, however subject to applicable laws, and any such records of SSDH shall be conclusive and binding evidence of the fact and content of such calls. It is your responsibility to intimate SSDH of any change in your email address or telephone number. You hereby confirm that instructions / approval so provided by you will be valid, effective and binding on you without any further enquiry or due diligence as to identity of the person purporting to give such instruction / approval. SSDH may, in its sole discretion, seek further confirmation of any instruction / approval given or purporting to originate from you. You hereby specifically consent that SSDH shall be entitled to use any User Data or data/information SSDH derives from your transaction or usage patterns on the Platform or read the transaction related SMS or emails you may receive, for any cross selling of service offerings or promotion of new offerings in the manner determined by SSDH.

3.7 For as long as your Account remains active, SSDH may, from time to time, recommend SSDH Services or Third-Party Service Offerings. We shall not be held liable or responsible for any recommendation we provide regarding any Third-Party Service Provider or Third-Party Service Offering. Any such recommendation is not an endorsement, certification or guarantee by SSDH about any Third-Party Service Provider and is only intended to be useful information for you to make an informed decision. The ultimate decision regarding the appropriateness of any Third-Party Service Offering is exclusively yours and you should exercise due caution and/or seek independent advice/due diligence before entering into any financial decision. SSDH shall not be a party to and shall not be responsible or liable for any transactions, interactions, conduct or communications between you and Third-Party Service Provider, on or through the Website or otherwise. SSDH may receive a facilitation fee from the Third-Party Service Providers and any other Third-Party banks / credit institutions and you hereby confirm that you have no objection to the same.

3.8 SSDH may provide 'text to speech' and 'speech recognition' facilities to Users of the Website and will record all chats and conversions occurring on the Website for this purpose. We may share these records with our Partners to enable these facilities. You hereby provide your consent for SSDH to record and share your chats and conversations on the Website with Partners in accordance with these Terms.

3.9 SSDH may at its discretion introduce any new SSDH Services and Third-Party Service Offerings.

3.10 SSDH shall not be liable for any failure or delay to perform any of its obligations if such performance is prevented, hindered or delayed, in part or entirely, by any event beyond the reasonable control of SSDH, including without limitation, fire, flood, explosion, acts of god, terrorist acts, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, acts of third parties beyond SSDH’s reasonable control, security breaches, power shut down, faults or failures in telecommunication or internet services or unauthorized access to computer systems (“Force Majeure Event”).

3.11 For providing any of the SSDH Services or Third-Party Services, SSDH may be required to ascertain your location or geolocation. You hereby provide your consent for SSDH and Partners to ascertain, track, record and share your location and geolocation in accordance with applicable laws.

C. Pay Later Program

(a) SMART CLUB may offer a Pay Later program in collaboration with Lenders from time to time to certain identified Users, at its discretion. These terms and conditions (“Terms”) are applicable between you and SSDH for the transactions for purchase of goods or services using the "SMART CLUB Pay Later" payment method ("SMART CLUB Pay Later") on the Platform.

SSDH does not guarantee that your application to avail Financial Services or Card Services will be successful. The decision to provide you with the Financial Services or Card Services lies with the Third-Party Service Provider who makes the relevant Third-Party Offering available to you. Please read the applicable Third-Party Terms carefully to understand the eligibility criteria and conditions for these Third-Party Offerings. Prior to providing any facility, the Lenders may conduct credit approval checks on you and collect Credit Information. The Users hereby expressly authorize and provide consent to the Lenders to collect their Credit Information from any CIC and conduct the relevant credit checks. In the event you are required to enter into a separate agreement with Lenders for availing the Financial Services, you shall not agree on any terms contrary to the terms agreed with SSDH. Further, in the event of any conflict or inconsistency between the terms you agreed with SSDH and the terms with Lenders, the terms you agreed with SSDH shall prevail.

4.2 Insurance Services

(a)  Except for certain transit insurance services provided along with the Logistics Services, the Insurance Services are provided under group insurance schemes provided by registered insurers. SSDH is not an insurer or an insurance intermediary and is merely acting as a group manager to administer these schemes. SSDH will therefore not be liable for any insurance payment in case of any issue on quality, return, short shipment, breakage or any other issue covered under the Insurance Services.

(b)  Insurance Services are governed by the terms and conditions provided by the relevant insurers available on their respective websites should you choose to avail of Insurance Services.

(c)  Transit insurance is available to you only when you avail Logistics Services for certain categories of services or services exceeding a certain minimum value and will be subject to such terms and conditions as applicable at the time of booking. To apply for the Insurance Services, you may need to submit certain documents and information with us. We may share these documents and information with insurers to help the insurer determine whether you are eligible to receive Insurance Services and comply with its legal requirements.

(d)  The insurer will determine your eligibility to avail the relevant Insurance Services in accordance with its internal policies. The insurer reserves the right to withhold providing Insurance Services to you at its discretion. We will charge you such amount as mentioned in the Platform from time to time for providing the Insurance Services. Further, we will only be liable to make payment towards any of your claims, to the extent such claim is processed by the insurer. In the event any claim is rejected by the insurer or any claim is only partially allowed by the insurer, we will not be liable to pay the balance amount remaining unpaid.

5. COMMERCE OFFERINGS

5.1  Users may purchase goods or services from other Users through the Website on a business to business basis. The payments for such transactions can be made through the Website or subject to such conditions as SSDH may prescribe, directly to the sellers.

5.2  Terms of such contracts between the Users, including price, conditions of delivery etc, shall be determined between Users entering into the transaction. Any discounts, offers etc will be provided by selling Users and not by SSDH. Further, for certain category of products, the price may be subject to dynamic fluctuation as determined by the sellers and may vary from the time of ordering and delivery of products. The Users are advised to exercise their discretion in this regard and SSDH shall not be liable for any price fluctuation or variation.

5.3  Buyers acknowledge they enter into transactions with other Users on the Platform at their own risk and SSDH does not endorse the sale of any goods or services on the Platform. Buyers are advised to verify the bona fides of sellers independently.

5.4  SSDH does not provide any warranties with respect to the merchantability and fitness of any goods made available by Users for sale through the Commerce Offerings. By making any goods or services available on the Platform, you undertake that the descriptions, images, and other content pertaining to goods or services on their platform is accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such goods or service.

5.5  SSDH does not make any representations or warranties with respect to the title of the sellers or genuineness of the goods.

5.6  If you are a seller, you represent and warrant that your goods are compliant with all applicable laws. Further, in the event you are selling or dealing with any food article on the Platform or you are a ‘food business operator’ as defined under Food Safety and Standards Act, 2006 and the applicable rules and regulations thereunder, you shall ensure compliance with the said Act, rules and regulations and you shall be solely liable for any breach or non-compliance thereof. You shall ensure that any food article delivered to buyers have a shelf life of 30 percent or 45 days before expiry at the time of delivery to the buyers. If you breach this clause or if receive information that you have violated this condition, without prejudice to any liability you may be subjected to under applicable laws, we will remove the listing of your goods from the Platform and suspend your access to the SSDH Services.

5.7  If you are a buyer, you hereby agree and acknowledge that SSDH has no control over the actions of the sellers or other Users on the Platform, including the listings of goods or services pursuant to Commerce Offerings on the Platform and no claims shall lie against SSDH and/or any of its officers and representatives for any of the actions of the sellers or any other Users on the Platform. You specifically waive any claims that you may have in this behalf under any applicable law.

5.8  SSDH is not responsible for any non-performance or breach of any contract entered into between the Users. SSDH cannot and does not guarantee that the concerned Users shall perform any transaction pursuant to the usage of Website. SSDH shall not and is not required to mediate or resolve any dispute or disagreement between the Users in this regard.

5.9  The Platform allows Users to connect and communicate with each other on the Platform and exchange ideas. SSDH does not hold any liability on the content (including text, photo and video) shared by the Users with each other.

5.10  Any data shared by a User can be used by SSDH for training, quality monitoring, legal and compliance purposes.

5.11  In the event you are a seller of goods on the Platform, SSDH may provide you with an option to enter the invoice number for the relevant transaction. In such an event, you shall ensure that the invoice number is unique and you have not previously used or will thereafter use the said invoice number for any other order or transaction. You will further ensure that you follow the invoice series mentioned therein solely for transactions undertaken on the Platform

5.12  In the event any product delivered to the buyer suffers from a quality issue and the buyer wishes to return such product, the terms and conditions of such return shall be as set out in our Return Shipments Policy annexed as Annexure C here to.

5.13   Payments towards transactions facilitated by the Platform

The buyers shall make the payment of amounts to the sellers towards the transactions, through SSDH and the Platform. In the event the buyer fails to make the payment to SSDH for any reason whatsoever, including pursuant to any alternate credit arrangement agreed with the seller, irrespective of whether the goods are delivered or not, SSDH shall not be liable to make any payment to the seller. In the event the buyer makes only part-payment, SSDH shall pass on such part-payment amount to the seller, after deducting its facilitation fee. SSDH may also allow for payments to be directly disbursed by the buying Users to the selling Users, subject to the conditions as set out hereinafter and such other conditions and eligibility criteria of Users and transactions as may be stipulated from time to time.

(a) Payments through Platform

(i) Upon confirmation of an order by a seller, the buyer shall make payment of the amounts towards the transactions to SSDH. You further acknowledge that SSDH, shall after obtaining confirmation from the buyer of the Platform of the delivery of the goods in good condition, shall transfer the amounts paid by the buyer towards the goods to the seller no later than 3 days from the receipt of the buyer’s confirmation and subject to completion of the transaction in accordance with laws and the contract between the buyer and you seller. SSDH shall not be liable to pay any amount to the seller if it has not received the relevant payment from the buyer. In the event the buyer of any goods raises a dispute, the relevant payment shall be put on hold and SSDH shall not remit the sale proceeds to the seller until the resolution of such dispute. Both the seller and buyer shall cooperate for an expeditious resolution of the dispute and provide appropriate documentary proof and information as required by SSDH in this regard.

(ii) In the event SSDH is facilitating any buyer to make payments to a seller through itself or any payment gateway on the Platform and such payment is not completed for any reason whatsoever, SSDH and its payment gateway partners will not be liable in any manner and the buyer shall directly liaise with the relevant payment bank. In such an event, SSDH may provide reasonable cooperation to the buyer to process a refund. Further, in the event of any chargeback or return pursuant to any payment failure, the relevant seller and buyer shall be liable to immediately provide all information and documents as required by SSDH to aid SSDH in connection with any disputes. In the event the seller or buyer, as the case may be, fails to provide the required information, SSDH shall be entitled to recover the relevant amounts from the party in any future transaction undertaken on the Platform.

6. PERMITTED USE OF WEBSITE

6.1  You may use the Website and the SSDH Services solely for your own use, subject to the terms of this Agreement that you may accept and agree to be bound by. We grant you a non-sub-licensable, revocable, non-transferable, non-exclusive, limited period license to use Website, but solely as necessary to use the SSDH Services and in accordance with the Agreement. All of our rights not expressly granted by this license are hereby retained.

6.2  All content, data, design, information or other materials available on and underlying the Website (collectively “Content”), including but not limited to software underlying the Website or which are required for accessing or using the Website, images, text, layouts, arrangements, displays, illustrations, photographs, graphics, audio and video clips, HTML files and other content, logos, trademarks including the trademark  and other trademarks that may be used on the Website are the property of SSDH and/or its licensors and are protected by copyright and/or other applicable intellectual property right laws. You are not permitted to copy, reproduce, scrap, publish, perform, communicate to the public in any manner whatsoever, transmit, sell, license, distribute or transfer in any manner whatsoever, adapt, modify, translate, disassemble, decompile or reverse engineer, create derivative works from, or in any way use or exploit the Website, the SSDH Services, the Content or any part thereof. You shall not remove or obliterate any copyright, trademark or proprietary rights notices from the Content or the Website and shall reproduce all such notices on all authorized copies of the Content. Any use of the Website, the Service and/or Content in violation of these Terms may violate copyright, trademark and other applicable laws, and could result in appropriate legal action. Notwithstanding anything contained in this Agreement, SSDH may at its discretion, provide the Users with an option to replicate and use the Content, including images, as available on the Platform, which may have been provided by SSDH or other Users, for cataloguing the products on the Platform or any other permitted purposes. In the event SSDH provides such feature, you hereby acknowledge and agree that the other Users may use the Content provided by you; and upon such usage, SSDH and the relevant User(s) shall not be liable in any manner under applicable laws or otherwise and you shall not have any claim or objection whatsoever against such usage.

6.3  SSDH’s role in providing the Platform to you is limited to that of a facilitator. SSDH does not initiate any transactions entered between Users or between Users and Third-Party Service Providers on its Platform. SSDH does not select or modify any information provided by Users, including but not limited to information with respect to transaction, conversations and listings. SSDH will not be liable for the content generated or published in listings, chats or conversations between Users or with Partners on its Platform.

6.4  You shall not use the Website, the SSDH Services, the Content or any part thereof for any purpose that is unlawful or not permitted by these Terms. You will not display or upload any photo, picture, illustration or graphic representation which may violate the proprietary rights or copyright of any other person and you shall ensure that you are authorized to upload or display such materials. Without prejudice to the generality of the above, you shall not use the Website, the SSDH Services, the Content or any part thereof to host, display, upload, modify, publish, transmit, update or share any information that:

(a)  belongs to another person and to which the you do not have any right to;

(b)  impersonate another person;

(c)  is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, 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;

(d)  harm minors in any way;

(e)  infringes any patent, trademark, copyright or other proprietary rights;

(f)  violates any law for the time being in force or deceives or misleads SSDH about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(g)  contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

(h)  threatens the unity, integrity, defense, 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;

(i)  is unsolicited or unauthorized advertising, junk mail, or spam; or

(j)  sells any counterfeit goods or illegal goods or restricted goods on the Platform.

Further, you shall ensure that you comply with the terms of SSDH’s ‘Policy on Sale of Illegal and Restricted Products and Services on Club Smart Retailer’, set out as Annexure D hereto, at all times during use of Platform. If you are, or if we have reasonable cause to suspect that you are, in violation of any of the Terms, SSDH reserves the right to immediately restrict, suspend, or terminate your access to the Website and/or use of the SSDH Services. SSDH will not be responsible for any claims arising out of any violation of these Terms that have taken place without its knowledge.

6.5  In the event of any downtime or data breach, hacking or such other incident on the Platform or Website, which may or may not adversely affect you, your sole remedy shall be as set out under paragraph 15.1 below and you shall not directly or indirectly post any offensive or derogatory content against SSDH or any of its affiliates, in any media including social media, in any form whatsoever.

6.6  Further, by availing the SSDH Services, you hereby expressly acknowledge that SSDH shall at its discretion, be entitled to use your name, tradename, brand name, logos etc in any marketing materials, promotional materials or advertisements of SSDH or its Platform and SSDH shall be deemed to have acquired a license for such usage and you shall not raise any objection in this regard.

7. CHARGES

7.1  SSDH shall be entitled to charge fees for the SSDH Services as per the respective SSDH Service that you subscribe/ avail on the Website. SSDH will deduct the applicable fees when you make any payment through the Website or in such other manner as communicated to you from time to time. The fees as applicable from time to time shall be detailed on our Website or as communicated to you from time to time including by way of email.

7.2  The fees paid to SSDH are non-refundable. SSDH’s records shall be final and binding as to any such commencement of the SSDH Service. SSDH may also receive a referral / facilitation fee from the Third-Party Service Provider and/or other Third-Party banks / other institutions for (a) assisting with the settlement of outstanding amounts or dues owed to them by you and / or (b) for referring their services to you. By accepting these Terms, you confirm that you have no objection to the same.

7.3  In the event any Third-Party Service Provider or a User charges a fee for a transaction, notwithstanding the unsuccessful consummation of such transaction, SSDH shall not be liable to Users for reimbursement or refund of such fee.

8. LOYALTY AND REFERRAL PROGRAMS

8.1  Loyalty Program

(a)  We may offer Loyalty Program for Users on the Platform from time to time. The Loyalty Program seeks to reward Users who avail the benefits of SSDH Services. Eligible Users may redeem their loyalty points against Third-Party Offerings or transactions with other Users on the Platform. Users can participate in the Loyalty Program once they have created their Accounts.

(b)  We may grant you loyalty points when you refer other Users to the Website. You may also earn loyalty points when you avail Third-Party Offerings or undertake commercial transactions with other Users through the Website. You will be able to view the total number of loyalty points you have accrued when you view your Account information.

(c)  The loyalty points will be valid only on the Website. They cannot be redeemed offline against other Users, Third-Party Service Providers, or us.

(d)  The loyalty points will be awarded solely at our discretion and the options available to redeem them are also at our discretion. We will determine the rules for allocating loyalty points. Except as otherwise expressly prohibited or limited by applicable laws, SSDH has the right to change, limit, modify or cancel the Loyalty Program at any time, with or without notice.

(e)  The loyalty points are the property of SSDH. You cannot transfer or sell or barter the loyalty points to any other person, including Users of the Platform.

(f)  We may need to share certain information about you with our Partners in order to offer the Loyalty Program to you. Please refer to the Privacy Policy to understand the nature of information which may be shared.

8.2 Referral Program

(a)  We may also offer Referral Program on the Platform from time to time for rewarding Users who successfully refer other business entities to onboard as Users. The details of the current Referral Program offered by us are set out here.

9. PRIVACY

The Privacy Policy at https://www.clubsmartretailer.com/privacy-policy/ relating to our collection, processing, use, storage and disclosure of User Data is incorporated by this reference into, and made a part of, these Terms. By agreeing to the Terms, you agree to the use of the User Data and confidential information as per the Privacy Policy.

10. TERMINATION

10.1  This Agreement is binding from the time you access this Website and will continue until either you or SSDH terminates this Agreement.

10.2  SSDH may terminate the Agreement and de-activate your Account forthwith by notice to you at your email address registered with us in the event that you are in breach of this Agreement.

10.3  SSDH may also terminate this Agreement and de-activate your Account for any reason by giving you notice of 10 (ten) days or such other appropriate time period, addressed to your email address registered with us.

10.4  You may terminate this Agreement and request deactivation of your Account by written notice by email addressed to SSDH at shrishyamdis@gmail.com. Your Account will be deactivated within 30 working days from receipt of such email.

10.5  Upon termination, your right and license to access and/or use the Website or avail any the SSDH Services immediately ceases; your Account will be deactivated. Further, your personal information that is in the possession of SSDH will be dealt with in accordance with our Privacy Policy.

11. REPRESENTATIONS AND WARRANTIES

11.1  The User represents and warrants that:

(a)  (i) if it is an entity, it is a company, duly incorporated under the laws of India, or a limited liability partnership registered under the Limited Liability Partnership Act, 2008, or a sole proprietorship/partnership firm, as the case may be, validly existing and in good standing, and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted; (ii) if an individual he/she is not insolvent and has all necessary permits to carry out his/her business;

(b)  he/she/it has full legal capacity and has obtained all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment, for the conduct of its business and to execute, deliver and perform this Agreement and has been or will be duly authorized by all necessary corporate actions and if it is an entity, it has authorised the Authorised Representative with necessary authorisations to perform actions on its behalf for the purposes of the SSDH Services and the Third-Party Service Offerings;

(c)  this Agreement has been duly executed and forms legal, valid and binding obligations upon the User, enforceable in accordance with its terms;

(d)  no claim, litigation, arbitration, claim, suit, action, investigation or proceeding or order, judgment, injunction, decree, award, settlement or stipulation of or before any arbitrator, tribunal or government authority, is pending or outstanding against it/her/him affecting its ability to enter into or perform this Agreement.

In case these Terms are being entered into by the Authorized Representative, then said individual represents and warrants that it has validly entered into the Agreement and has the legal power to do so, on behalf of the User.

11.2  The Users shall not avail any SSDH Services if they are the subject of any sanctions imposed by the regulatory authorities. The Users must comply with all other export and re-export restrictions that may apply to goods, software, technology and services and ensure that its clients and vendors are not subject of any sanctions. The Users will also adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or kickbacks either in cash or in kind in the course of all dealings with each other and with SSDH. Each User represents, warrants and undertakes that it has not and shall not offer, promise, give, encourage, solicit, receive or otherwise engage in acts of bribery or corruption in relation to the SSDH Services (including without limitation any facilitation payment), or to obtain or retain business or any advantage in business for any member of the other party, and has and shall ensure to the fullest extent possible that its employees and agents and others under its direction or control do not do so. The Users shall also ensure that they comply with all applicable laws while availing the SSDH Services, including labor laws and they will not engage in or encourage slavery and child labor in any manner whatsoever. Any instances of such violations will be viewed in a serious manner and We reserve the right to take all appropriate actions or remedies as may be required under the circumstances.

12. DISCLAIMER OF WARRANTIES

WE PROVIDE SSDH SERVICES, OUR CONTENT, AND ALL CONTENT AND MATERIALS AVAILABLE THROUGH THE SSDH SERVICES AND WEBSITE “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. SSDH, ON BEHALF OF ITSELF, ITS AFFILIATES AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SSDH SERVICES, OUR CONTENT, OR THE WEBSITE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. FURTHER THE CURRENT VERSION OF PLATFORM MAY BE SUSCEPTIBLE TO BUGS AND GLITCHES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SSDH SERVICES, FROM OUR CONTENT, OR WHICH IS OTHERWISE AVAILABLE THROUGH SSDH SERVICES WILL CREATE ANY WARRANTY REGARDING SSDH, THIRD-PARTY SERVICE OFFERINGS, PARTNER SERVICES OR ANY SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU WILL USE THE SSDH SERVICES AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN OUR CONTENT, OR OTHER CONTENT AVAILABLE THROUGH SSDH SERVICES, AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SSDH SERVICES, FROM YOUR DEALINGS WITH ANY THIRD-PARTY SERVICE PROVIDERS, OTHER MEMBERS OR PARTNERS AND FROM YOUR USE OF OUR CONTENT OR OTHER CONTENT AVAILABLE THROUGH SSDH SERVICES. YOU ACKNOWLEDGE THAT SSDH IS SOLELY A FACILITATOR BETWEEN YOU AND THIRD-PARTY SERVICE PROVIDERS. SSDH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN OUR CONTENT OR SSDH SERVICES, INCLUDING THE INACCURACY OR INCOMPLETENESS OF ANY SUCH USER VERIFICATION, CREDIT REPORTS, CREDIT SCORES, OFFERS OR OTHER INFORMATION, TOOLS OR ANALYSES AVAILABLE THROUGH SSDH SERVICES OR OUR CONTENT ON THE WEBSITE.

13. LIMITATION OF LIABILITY

SSDH AND SSDH PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING IN ANY WAY TO SSDH SERVICES, OUR CONTENT OR USE OF THE WEBSITE.

IN NO EVENT WILL THE TOTAL LIABILITY OF THE SSDH PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR ANY INABILITY TO USE ANY PORTION OF, SSDH SERVICES, OR OTHERWISE ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED IN THE AGGREGATE INR 5000 (INDIAN RUPEES FIVE THOUSAND ONLY).

14. INDEMNITY

You will defend (if requested by any SSDH Party), indemnify, and hold harmless the SSDH Parties from and against any and all claims, losses, expenses, demands, or liabilities, including attorneys' fees and costs, incurred by the SSDH Parties in connection with any claim by a Third-Party arising out of or in any way related to: (1) your use of SSDH Services, our Content or the Website; (2) your violation or alleged violation of the Agreement or your violation or alleged violation of any applicable law; (3) your infringement or alleged infringement of any intellectual property or other right of any other person or entity; or (4) any dispute between you and a Third-Party, including any provider of Third-Party content or other Users. You must not settle any such claim or matter without the prior written consent of SSDH. The SSDH reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.

14. GENERAL PROVISIONS

15.1 Grievances, Customer Care and Nodal Officer

If you have any other concern or grievance with respect to any of content/information/data/products or services offered on the Website, please send an e-mail to our grievance officer/nodal officer, whose details are mentioned herein below:

Name: Ms. Amit Pal Singh

Email ID: shrishyamdis@gmail.com

1st Floor, Plot No.-33, B-1, Raghu Vihar Vistar, Golyavas, Village – Manpur Devri, Jaipur 302020, Rajasthan

Phone No.: 07357359486

15.2 Assignment

You cannot assign or otherwise transfer the Terms, SSDH Services or any rights hereunder to any Third-Party. Our rights under the Terms with respect to SSDH Services are freely transferable to any third parties without the requirement of seeking your consent.

15.3 Governing Law

This Agreement shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws applicable in India. The courts in JAIPUR shall have exclusive jurisdiction to entertain any dispute or suit arising out of or in relation to this Agreement.

** This document is an electronic record in terms of the Information Technology Act, 2000 and Rules made there under, and the amended provisions pertaining to electronic records.

ANNEXURE-2

Format for Enterprise User Consent

CONSENT IN RELATION TO ACCESS TO CREDIT INFORMATION THROUGH EXPERIAN

This Consent Agreement (the “Agreement”) is granted by (the “User” which term shall include its successors and permitted assigns)) a having its registered office at ________________________________________ to Experian Credit Information Company of India Private Limited authorizing Shri Shyam Distribution House, having its registered office at 1st Floor, Plot No.-33, B-1, Raghu Vihar Vistar, Golyavas, Village – Manpur Devri, Jaipur 302020, Rajasthan(“Authorised Representative” which term shall include its successors and permitted assigns) to receive Credit Information on its behalf. The User and Authorised Representative shall be collectively referred to as the “Parties” and individually as a “Party”.

The User hereby consents to Shri Shyam Distribution House being appointed as authorised representative to receive the Users Credit Information from Experian for the End Use Purpose (as defined below).

BY EXECUTING THIS AGREEMENT/ CONSENT FORM, THE USER HEREBY EXPRESSLY AGREES TO ACCESS THE EXPERIAN CREDIT INFORMATION REPORT AND CREDIT SCORE, AGGREGATE SCORES, INFERENCES, REFERENCES AND DETAILS (AS DEFINED BELOW) (TOGETHER REFERRED AS “CREDIT INFORMATION”).

THE USER HEREBY ALSO IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUCH CREDIT INFORMATION BEING PROVIDED BY EXPERIAN TO THE USER AND AUTHORISED REPRESENTATIVE BY USING EXPERIAN TOOLS, ALGORITHMS AND DEVICES AND THE USER HEREBY AGREES, ACKNOWLEDGES AND ACCEPTS THE TERMS AND CONDITIONS SET FORTH HEREIN.

Terms and Conditions:

Information Collection, Use, Confidentiality, No-Disclosure and Data Purging

The Authorised Representative shall access the Users Credit Information as the User’s authorized representative and the Authorised Representative shall use the Credit Information for the limited End Use Purpose consisting of and in relation to the services proposed to be availed by the User from the Authorised Representative.

The Parties agree to protect and keep confidential the Credit Information both online and offline. The Credit Information shared by the User, or received by the Authorised Representative, shall be destroyed, purged, erased promptly within 30 Business Days of upon the completion of the transaction/ End Use Purpose for which the Credit Information report was procured.

Governing Law and Jurisdiction

The relationship between the User and the Authorised Representative for the purposes of this consent agreement shall be governed by laws of India and all claims or disputes arising there from shall be subject to the exclusive jurisdiction of the courts of Mumbai.

Definitions:

Capitalised terms used herein but not defined above shall have the following meanings:

“Business Day” means a day (other than a public holiday) on which banks are open for general business in Mumbai.

“Credit Information” means collectively the credit information as defined under the CICRA, and includes the Credit Information Report and Credit Score.

“Credit Information Report” means the credit information / scores/ aggregates / variables / inferences or reports which shall be generated by Experian.

“Credit Score” means the score which shall be mentioned on the Credit Information Report which shall be computed by Experian.

“CICRA” shall mean the Credit Information Companies (Regulation) Act, 2005 read with the Credit Information Companies Rules, 2006 and the Credit Information Companies Regulations, 2006, and shall include any other rules and regulations prescribed thereunder.

“End Use Purpose” means use of the Credit Information being provided by Experian to SSDH in the capacity of your authorized representative for the purpose of providing financial services including provisioning of personal loans, business loans, and other services from banks, financial institutions and other service providers, and assessing financial position and determining the financial credibility, and to use such Credit Information for any related purposes, including for creating derivative works of the same, pursuant to the User's consent (which consent shall be obtained by means of a click-wrap agreement and OTP verification) and based on the agreement/understanding to be entered into between SSDH and the User.

PLEASE READ THE ABOVE-MENTIONED TERMS AND CONDITIONS AND CLICK ON “ACCEPT” FOLLOWED BY THE LINK BELOW TO COMPLETE THE AUTHORISATION PROCESS/ FOR SHARING OF YOUR CREDIT INFORMATION BY EXPERIAN WITH SSDH IN ITS CAPACITY AS YOUR AUTHORISED REPRESENTATIVE.

BY CLICKING “ACCEPT” YOU AGREE AND ACCEPT THE DISCLAIMERS AND TERMS AND CONDITIONS SET OUT HEREIN.

** This document is an electronic record in terms of the Information Technology Act, 2000 and Rules made there under, and the amended provisions pertaining to electronic records.

ANNEXURE A

Tick the Category Applicable

ANNEXURE B

Commerce Offering

BILS and other Financial Services

SCF Documents