Capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; and the following terms shall have the meanings assigned to them herein below:
"Applicable Law" means in respect of a person, any statute, law, regulation, ordinance, rule, judgment, decree, by-law, approval from the concerned authority, government resolution, order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination, or any interpretation or adjudication having the force of law of any of the foregoing, by any concerned authority or other requirements of any governmental or regulatory authority, to which such person is subject;
"Buyer", "You" or "Your"; shall mean any registered user who is a natural or legal person and who has access to and is using the Platform for the purpose of buying Products listed on the Platform or otherwise, including but not limited to such users who have not created a Buyer Account and are accessing the Platform without such a Buyer Account;
"Buyer Account" shall mean an electronic account opened by the Buyer with the Platform to purchase the Products offered by the Seller for sale on or through the Platform;
"Chargeback Transaction" shall mean those Transactions which are (i) not completed as per the timelines indicated on the Platform; (ii) cancelled by the Seller anytime prior to the date on which the Products were supposed to be delivered in accordance the cancellation policies of the Platform; (iii) disputed by the Buyer for not having received the Products as per purchase order/terms & conditions from the Sellers and/ or (iv) identified as Chargeback Transaction(s) in accordance with the policies set out at; www.smartlenses.co.in/refund-
"Company", "Us", "We" and/ or "Our" shall mean Smart Lenses Limited, a company registered under the Companies Act, 1956 having its registered office S.S College Road,Jamuna Vihar,G.T. Road, Khatauli, Muzaffarnagar, 251201, Uttar Pradesh (hereinafter referred to as "Company" which expression shall, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and assigns);
"Force Majeure Event" shall mean any event that is beyond Company's reasonable control and shall include, without limitation, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, technical snags, unauthorized access to computer data and storage device and breach of security and encryption;
"Marketplace Services" shall mean the services as set out in Annexure B which will be provided by the Company to the Buyer on a non-exclusive basis;
"Platform" shall mean and include www.digitalscool.com, mobile application of the Company, any successor website/applications, any website of the Company's affiliates or any other channel facilitated and permitted by the Company;
"Products" shall mean Prescription Eyeglasses, Frames, Sunglasses, all eyewear offered by the Seller for sale on or through the Platform
"Prohibited Items" means any goods or materials the carriage of which is prohibited by any law, rule or regulation of any country in or over which the shipment travels including inter alia the goods which have been declared to be hazardous material, dangerous goods, prohibited or restricted articles by the Indian Transport Rules "Seller" shall mean the persons/ entities selling the Products on or through the Platform and such person/ entities have agreed to the terms and conditions of the Platform;
"Transaction Account" shall mean the bank account(s) (being the current accounts) opened in the name of the Company wherein the Buyer shall pay and deposit the money for buying the Products offered by the Seller for sale on the Platform; and
"Transactions" shall mean any transaction of sale of any of the Products, initiated or performed between a Seller and a Buyer, utilising the Platform and/ or Marketplace Services.
All references to singular include plural and vice versa and the word "includes" should be construed as "without limitation".
Words importing any gender shall include all the other genders.
Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.
All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of the terms of this Buyer Agreement.
The Annexures form part of this Buyer Agreement and shall have the same force and effect as if expressly set out in the body of this Buyer Agreement and the Recitals of and Schedules, Annexures to this Agreement shall be read and construed as essential parts of this Buyer Agreement.
INTRODUCTION AND SCOPE
The Company offers this Platform, including all information, tools and the Marketplace Services available through this Platform to You, being the Buyer on a non-exclusive basis, and conditional upon Your acceptance of all the terms, policies and notices stated herein.
The Buyer's use of the Platform, including but not limited to viewing information, acting on such information and the Transactions that may be implemented through the Platform, is governed by and shall be subject to these Terms and such Terms whereof are subject to change at any time, without prior notice to You. Any additional or new features or tools which are added to the current Platform shall also be subject to the Terms. To ensure that You are aware of the changes, please review this Agreement and all the documents referred to hereunder periodically.
By proceeding further, You confirm that You have read and have agreed and accepted to be bound by the any additional guidelines or rules applicable to any particular Products on the Platform ("Additional Documents"), which shall be deemed to be a part of these Terms. In the event of any conflict between the terms of this Agreement and any aforesaid Additional Documents, the Additional Documents shall prevail. If any of the terms of this Agreement or any of the Additional Documents are not acceptable to You, please do not use the Platform. Your continued usage of the Platform after any change constitutes Your acceptance of the amended Agreement.
The Buyer's use of the Platform and Marketplace Services, including but not limited to viewing information, acting on such information and the Transactions that may be implemented through the Platform, is governed by and shall be subject to these Terms and such Terms whereof are subject to change at any time, without prior notice to You. Any additional or new features or tools which are added to the current Platform shall also be subject to the Terms. To ensure that You are aware of the changes, please review this Buyer Agreement and all the documents referred to hereunder periodically.
You also declare that, the information provided for registration and availing of Services through the Platform, are accurate, correct, valid and subsisting and the same shall vest with Company, as the case may be. You confirm and consent that the documents provided herein may be used by the Company to ensure compliance with all relevant and applicable regulatory requirements, as need be.
In the event You are representing an incorporated entity, You hereby confirm that You have been expressly authorised by such entity to consent this Buyer Agreement, and such entity agrees to be bound by the Terms. Also, You have represented to the Company that You have all the experience, applicable licenses, approvals and registrations for undertaking Your businesses and avail the Marketplace Services.
SCOPE OF THE PLATFORM AND FEES
The Platform is an e-portal/mobile based application for marketing, availing and selling of the Products. By visiting the Platform and/or buying/agreeing to buy the Products listed on the Platform for the consideration, costs, charges set out at the Platform and invoice issued to You, You agree to be bound by additional terms and conditions and policies as may be applicable to a particular Product which may be sold on the Platform. These Terms applies to all Buyers and other users of the Platform, including without limitation users who are browsers, vendors/sellers, customers, merchants, and/ or contributors of data, content, information, pictorial representations and/or images ("Content").
The Buyer shall pay the applicable costs, charges and fees for purchase of the Products (which will be listed at the Platform and the invoice issued to it) through the method/ medium provided at the Platform and the Buyer shall not use any other method (including direct payments to the Seller) for making payments for the Products purchased through the Platform or Marketplace Services. [Upon initiation of a Transaction, the Company shall be entitled to receive the full payment for the Transaction from the Buyer in the Transaction Account unless otherwise agreed by the Company through other methods/ medium provided at the Platform. All fees, charges, and payments, Transaction amounts collected or paid through the Products are denominated in Indian Rupees and shall be subject to our refund, cancellation and chargeback policy.
EXCLUSION OF LIABILITY
You are aware and fully understand that Platform is only a platform for prospective Buyer/Buyers and that:
Company shall not be responsible for dealing with any damage, loss, cancellation, postponement, change or delay in delivery of the cargo or shipment or courier or mail or freight. The responsibility for communicating, managing and arranging for damage, loss, cancellation, postponement, change or delay is not expressly governed by these Terms and the Company is not liable either monetarily or otherwise to the Buyer, for such damage, loss, cancellation, postponement, change or delay in delivery of the cargo or shipment or courier or mail or freight.
ONLINE PLATFORM TERMS
By agreeing to these Terms, You represent that You are at least the age of majority in Your state or province of residence and You have given Us, Your consent to allow any of Your minor dependents to use this Platform, in accordance with applicable laws;
You shall not use the Marketplace Services for any illegal or unauthorized purpose or for the "Prohibited Uses" as enlisted in Clause 7;
You are solely responsible for the Content that You upload, submit or send to or exchange on the Platform. We shall under no circumstances be responsible for any claims made by a third party or the Seller in respect thereof;
Any fraudulent use of this Platform or applicable payment method for delivery of goods by air, water or road or otherwise, which causes any monetary loss to the Company as a result of Your action/inaction shall be recovered solely from You. Without prejudice to the above, the Company reserves the right to initiate legal proceedings against You for fraudulent use of this Platform or for any other unlawful act or omission in breach of this Buyer Agreement;
In the event of any direct or indirect loss or damage (including reputational damage) suffered by the Company on account of the Content, the Company reserves the right to initiate legal proceedings against You for such damage;
We will not be responsible for verifying any Content posted on the Platform. We are not responsible if information made available on the Platform is not accurate or not complete or not current. The material on the Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary and more accurate sources of information. Any reliance on the material on the Platform is at Your own risk;
You also understand and acknowledge that the use of the Platform requires internet /mobile network connectivity. You shall bear the costs incurred to access and use the Platform and We shall not, under any circumstances whatsoever, be responsible or liable for such costs;
You shall be solely responsible for all activities undertaken through Your Buyer Account, whether or not You have authorized such activities or actions and shall, at all times, keep the Company indemnified in this regard;
You shall be responsible for checking the Content, Product description and other related information before proceeding to buy a Product on the Platform;
You shall take all precautions and steps to ensure that that You are not mistaken or misrepresented with the Products offered at the Platform, and if required, You shall obtain satisfactory disclaimers/ clarifications to this effect from the Seller;
You and the Seller, as applicable, shall solely bear and be responsible for the payment of all taxes that become due upon the purchase of Product by You through the Platform, under applicable laws;
You shall not enter into or propose to enter into any transaction, sale or arrangement with the Seller or its nominee/ affiliate for the Products with a purpose to evade payment of fees to the Company for such transactions, sale or arrangement (had they been undertaken on the Platform);
You shall not use (directly or indirectly) the Platform and other facilities of the Company in any manner or in furtherance of any activity, which constitutes a violation of (i) of this Buyer Agreement; and (ii) a violation of any applicable law or regulation or which may cause the Company to be subject to investigation, prosecution or legal action;
You agree and acknowledge that all Transactions and payments related thereto shall be subject to Company's policies relating to cancellation, chargeback, refund of any Transaction and redressal and escalation matrix. Also, You agree that Company's decision in respect of any cancelled Transaction, Chargeback Transaction, cancellation charges or refund of any Transaction or any cost shall be final and binding upon You;
If You are registering as a business entity, You represent that You are duly authorized by the business entity to accept this Buyer Agreement and You have the authority to bind that business entity to this Buyer Agreement;
You shall provide all information requested by Us for creation/ opening of Your Buyer Account and usage of the Platform; and
You agree and acknowledge that We are entitled to verify, examine and process all the information/ Content shared by You with Us .
A breach or violation of any of the Terms the Company reserves the right to immediately terminate the Marketplace Services and will entitle the Company to report such breach/ violation to the law enforcement agencies and initiate legal action against the Buyer for breach of the Terms in accordance with applicable laws.
We reserve the right to refuse the Marketplace Service or to not facilitate purchasing of the Products on the Platform to anyone (without assigning any reason), including You, at any time;
You understand that Your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks;
The Buyer (if individual) hereby represents and confirms that the Buyer is of sound mind;
The Buyer must ensure the availability of sufficient funds (including service charges thereon, if any) before initiating any Transaction;
You acknowledge that certain parts of this Platform are available only if You register on this Platform by following the registration process therein; and
The headings used in this Buyer Agreement are included for convenience only and will not limit or otherwise affect these Terms.
We reserve the right at any time, without any prior intimation, to modify or discontinue the Marketplace Services on the Platform without notice at any time, but We have no obligation to update any information on the Platform. You agree that it is Your responsibility to monitor changes to Our Platform. We shall not be liable to You or to any third-party for any modification, price change, suspension or discontinuance the Marketplace Services or any direct or indirect loss that may arise to you pursuant to such change or modification.
We reserve the right, but not the obligation, to limit the sales of the Products (of the Sellers) to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of Product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Product at any time. Any offer for any Product made on this Platform is void where prohibited. Any manufacturing defect in the products sold will be taken into account and the items replaced. It has to be genuine and the products should be used in accordance with care. Lenses cannot be replaced after use.
These Terms of Marketplace Service are effective unless and until terminated by either:
(i) Us, in our sole discretion, at any time without notice and You will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny You access to the Platform (or any part thereof); or
(ii) as mutually agreed to between the Company and the Buyer, in writing. Upon termination of the Buyer Agreement, the Buyer agrees:
(a) to continue to be bound by such provisions of this Buyer Agreement which survive by their nature,
(b) to immediately stop using the Marketplace Services and pay to Company all outstanding fees/ amounts as informed by the Company,
(c) that the Company reserves the right to delete all of information of the Buyer and related account data stored on the Company's servers including the Buyer Account,
(d) that the Company shall not be liable to the Buyer or any third party claiming through the Buyer or independently for termination of access to the Marketplace Services
(e) to provide all records, data, documents in its possession to the Company;
(f) to return all assets, materials and destroy software belonging to the Company; and
(g) the Company shall disconnect any and all Marketplace Services for the Buyer and Buyer Account and the Seller shall not be entitled to access the Buyer Account and the Platform from the date of such termination.
GOVERNING LAW AND JUDICIAL RECOURSE
The terms herein will be governed by and construed in accordance with the laws of India without giving effect to any principles or conflicts of law. The courts in [Delhi] shall have exclusive jurisdiction over any dispute arising from use of the Platform and/or the Marketplace Services.
Non-performance of the obligations by the Seller has no liability on the Company, whatsoever. However, the Company is committed to investigate the cause of non-performance with all parties involved. Redressal mechanism for complaints along with the escalation matrix has been set out. In case of any grievances, you may contact the officer at firstname.lastname@example.org or call Us on 7088300626 or email email@example.com . Also, the Company shall not be made a party to any dispute between the Buyer and the Seller in relation to the Transaction.
Notwithstanding the provisions herein, the Buyer shall not be eligible for liquidated damages, damages or any cost or termination for default against the Company, if and to the extent that the delay in performance or other failure to perform its obligations is the result of an event of Force Majeure. If a Force Majeure situation arises, the Company shall as soon as reasonably possible notify the Buyer in writing of such conditions and the cause thereof.
The Company shall have the right to assign/transfer these presents to any third party including its holding company, subsidiaries, affiliates, associates and group companies, without the any consent of the Buyer.
Questions about the above terms should be sent to Us at firstname.lastname@example.org