MERCHANT TERMS AND CONDITIONS

The mobile application OSHM and any other corresponding Platforms and mobile applications (collectively “Platform”) is owned and operated by Ikanshy Innovations (OPC) Private Limited, having its registered office at 24-JDLVAU VIHAR, AFNHB SECTOR-L, LDA, Lucknow 226012, Uttar Pradesh, India (“Ikanshy”).

These terms and conditions (“Terms” or “Merchant Terms”) mandate the terms on which the third-party merchants (hereinafter referred to as “Merchant”, “you”) can access and use the Platform.

These Merchant Terms are an electronic contract recognized under the provisions of the Information Technology Act, 2000 read with its Rules, and thereby govern the relationship and serve as an agreement between you and Ikanshy. These Merchant Terms, read with the Terms of Use and the Privacy Policy set forth the terms and conditions by which you may access and use the Platform, services and products and any/all information, made available to you through the Platform. These terms constitute a legally valid and binding agreement between you, a party registered as a Merchant on the Platform, and the owner of the Platform.

Use of and access to the Platform in any manner by the Merchant will be subject to the acceptance of these Merchant Terms. Please read these Merchant Terms carefully before using or accessing the Platform or any of its services. By using the Platform or availing any of its services, you signify your agreement to be bound by these Merchant Terms.

Ikanshy enables the transactions between the participant Merchants and the Users (as defined in the Terms of Use). The Users can choose products and place orders from the variety of products made available by you on the Platform.

1. Your use of the Platform:

By accessing or using the Platform, you expressly agree as follows:

• You have read, understood and are bound by the Merchant Terms, Terms of Use and Privacy Policy, as amended from time to time. If you do not agree to be bound by either of these, you must stop accessing or using the Platform.
• You are legally competent, as per applicable laws, to enter into the present agreement and access the Platform and are not suffering from any legal or contractual disability.
• In particular, you specifically warrant that you are of sound mind and of the minimum age required under applicable laws of India to enter into a legally enforceable agreement yourself.
• You accept the Terms by accessing or using the Platform. You understand and agree that your access or use shall be treated as acceptance of the Terms from that point onwards.
• Ikanshy reserves the right to refuse access to the Platform, at any time to new Merchants or to terminate or suspend access granted to existing Merchants at any time without any reasons for doing so.

2. General conditions:

• The Platform facilitates Users to connect with Merchants to view and purchase products listed by the Merchants. The Products purchased from the Merchants through the Platform could then either be picked up by the Users from the Merchant’s outlet or are delivered by the Merchants. Ikanshy is not involved in the delivery of the products purchased through the platform.
• Merchants hereby agree and acknowledge that the Platform is only a marketplace, and as such, only acts as a facilitator between Users and Merchants in order to initiate transactions with said Merchants. Merchants hereby agree and acknowledge that Ikanshy is not a party to any of the transactions that are initiated between Users and Merchants through the Platform and Ikanshy shall not be liable in any manner or incur any liability with respect to the items/services/products offered and/or performed by the Merchants or the orders placed by the Users, as the case may be.
• Merchants hereby acknowledge that Ikanshy shall not be liable for any damages of any kind arising from their use of the Platform, including, but not limited to direct, indirect, incidental, punitive, special, exemplary or consequential damages.
• In case of complaints from the Users pertaining to product efficacy, quality, or any other such issues, Ikanshy shall notify the same to Merchant and shall also redirect the User to the consumer call centre of the Merchant, wherever applicable. Merchant shall alone be liable for redressing and bound to take action on the complaints by the User. Ikanshy has the right to share with the User, the relevant information including the Merchant details to enable satisfactory resolution of the complaint.

3. Terms and Conditions of services:

• Ikanshy shall provide the Merchants access to the Platform as agreed with no liability arising to Ikanshy.
• Ikanshy provides no assurance that any User will place orders against the respective Merchant/s. The Merchant shall be liable to comply with Legal Metrology (Packaged Commodities) Rules, and/or Food Safety and Standards (Labelling and Display) Regulations, as amended time to time, for displaying such pre-packaged product and share with Ikanshy a legible and clear image of the ‘principal display panel’ of such pre-packaged product, which shall be displayed on the Platform for the Users. It is clarified that Ikanshy shall facilitate but does not and shall not verify the content shared by the Merchant for displaying.
• The Platform facilitates Users to connect with Merchants to view and purchase products listed by the Merchants. The Products purchased from the Merchants through the Platform are then delivered by the Merchants. Ikanshy is not involved in the delivery of the products purchased through the platform.
• Ikanshy shall determine to facilitate the aforesaid services within the areas as it may deem fit. Ikanshy reserves the right to add or remove areas to improve its services on the Platform. Merchant shall be solely responsible to reimburse and/or absolve the cost of Orders for which Users have claimed a refund for reasons that are solely attributed to Merchant (“Disputed Orders”), including but not limited to:
  • User’s expectations not being met or User dissatisfaction with regard to the quality of items/products supplied by the Merchant;
  • Expired products supplied by the Merchant;
  • User receiving the wrong or damaged product and subject to returning it;
  • User receiving inferior quality product;
  • User receiving wrong quantity or missing items in the order; and
  • Poor packaging,
• The Merchant shall be solely responsible for reviewing information on the Platform and shall ensure that all information mentioned/ advertised are up to date and in accordance with applicable law. The Merchant shall update all such information and inform Ikanshy about the same in accordance with these Merchant Terms. Ikanshy shall not be liable or responsible in any way for any change in product description provided by the Merchant.
• The Merchant shall be solely responsible for any warranty/guarantee of the products sold to the Users and in no event shall it be the responsibility of Ikanshy.
• Merchants hereby acknowledge that Ikanshy shall not be liable for any damages of any kind arising from their use of the Platform, including, but not limited to direct, indirect, incidental, punitive, special, exemplary or consequential damages.

4. Merchants’ Representation and Warranties:

The Merchant hereby represents and warrants that :

• it shall at all times offer, sell products that are best available quality;
• it holds, at all times during the availing of services on the Platform, all licenses and/or consents necessary under all applicable statutes and regulations for it to carry out its business.
• it has full power and capacity to enter into and perform its obligations under this Merchant Terms and has taken all necessary corporate and other actions to authorise the execution and performance thereof, mere use of the Platform and Services will constitute valid and binding obligations on and against it, in accordance with its terms;
• all information provided by the Merchant to Ikanshy, including all information contained in the Merchant’s available products, inclusions and exclusions is and shall at all times be true, accurate and correct and not misleading in any respect;
• it shall be solely liable for the quality of all its products, and shall at all times be in compliance with applicable laws;
• it will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Prevention of Corruption, Act 1988;
• it shall adhere to and comply with delivery schedules and timelines that has been represented for products on the Platform;
• it shall not use alternate means (including but not limited to phone/emails/SMS) to connect with the User using the Platform, to take orders and thereby circumventing the Platform transaction;
• it shall ensure, at all time, its personnel, its employees and representatives (“Merchant Personnel”) behave in a respectable and courteous manner with the Users. Merchant personnel shall not be rude, behave discourteously, or use foul or abusive language at any interaction. It shall, at all times, promptly report to Ikanshy immediately, any behavioural issue by such Users for suitable action;
• it shall process and execute the orders promptly, correctly and within the stipulated service level timelines, as agreed between the Parties.
• it shall not use the labels, trademarks, branding or any such materials of any third-party, including but not limited to Ikanshy’s direct competitors, for deliveries made using the Platform;
• it shall share with Ikanshy legible and clear images of products offered for sale to Users through the Platform in compliance of image guidelines as may be issued by Ikanshy from time to time;
• it shall list pre-packaged products at a ceiling price equal to or less than the Maximum Retail Price (“MRP”) as indicated on such product. Merchants who sell products at a higher price than the MRP will be suspended and further blacklisted;
• it agrees that in the event of a Merchant’s failure to comply with the above clause above, and on receipt of any communication/complaint from Users to this effect, Ikanshy shall be at liberty to, on verifying the same, refund such User for excess amounts charged against a product and deduct the same from the Merchant from future settlements.

5. Account and registration obligations:

• If you use the Merchant interface/Platform, you shall be responsible for maintaining confidentiality of your login ID and password details and all activities that occur with the use of your login and password details. You agree that if you provide any information or content, required under these terms and conditions to be put up on the Platform, which is untrue, inaccurate, not current, or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with the Merchant Terms, we shall have the right to indefinitely suspend, terminate or block you from availing services. Your registration with Ikanshy as a Merchant is exclusively for your use to gain access to the Platform and is strictly not transferable.
• While registering you agree to provide certain personal information, including their valid phone number, address and such other details. Any information collected through the Platform shall be governed by the Platform’s Privacy Policy, which is available here: [insert link]
• As a part of the registration process, Merchants may be required to undertake a verification process to verify the information provided.
• Merchants agree and accept that the information provided by them for the creation of their account is complete, true, accurate and up-to-date. In the event of any change to such information, Merchants are required to immediately update their account information. Merchants acknowledge and accept that Ikanshy has not independently verified the information and Ikanshy shall in no way be responsible or liable for the accuracy or completeness of any information provided by Merchants. If Merchants provide any information that is untrue, inaccurate, not current or incomplete, or Ikanshy has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ikanshy reserves the right to suspend or terminate the respective Merchants’ account and refuse any and all current or future use of the Platform (or any portion thereof) through such account, at any time.
• Ikanshy may use Merchant’s location-based information that is captured by Ikanshy through the global positioning system when they use their mobile device or computer to request any services on the Platform. Such location-based information shall be used by Ikanshy only to facilitate and improve the services being offered through the Platform.

6. Cancellation and refund:

• As a general rule, the User shall not be entitled to cancel the order once placed and accepted by the respective Merchant. The User may cancel the order if the same has not been accepted by the Merchant. The orders, once accepted by the Merchant, are non-cancellable and non-refundable.
• The Merchant shall be entitled to cancel the order accepted by it for reasons such as store being closed, non-availability of items, inability to service online orders at that moment etc. In case the order is cancelled by the Merchant, the User shall be entitled to 100% refund of the order value if already paid by the User, which shall be payable by the Merchant.
• Any decision with respect to refund and returns are only between the respective Merchants and the Users. Ikanshy is not involved in the decision-making for the refund process.

7. Intellectual property:

• The Platform and process, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), compilations and databases of accounts and account details, except any third party software available on the Platform, is owned by Ikanshy (“Ikanshy IP”) and the design, structure, selection, co-ordination, expression, look and feel and arrangement of such Ikanshy IP is protected by copyright, patent and trademark laws, and various other intellectual property rights. Merchants are not permitted to use Ikanshy IP without the prior written consent of Ikanshy.
• The trademarks, logos and service marks displayed on the Platform are the property of Ikanshy, except any trademark, logos and service marks of third parties available on the Platform. Merchants are not permitted to use such trademarks, logos and service marks without the prior consent of Ikanshy or such third party as may be applicable.

8. Disclaimer of Warranties & Liabilities:

Merchants expressly understand and agree that, to the maximum extent permitted by applicable law:

• The Platform and its services are provided by Ikanshy on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Ikanshy makes no warranty that (i) the Platform or its service will meet Merchant requirements or use of the Platform will be uninterrupted, timely, secure or error-free; (ii) the quality of the Platform will meet Merchant expectations; or (iii) any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by Merchants from Ikanshy shall create any warranty not expressly stated in these Terms.
• Ikanshy will not be liable for any loss that Merchant may incur as a consequence of unauthorized use of their account or account information in connection with the Platform either with or without their knowledge.
• Ikanshy shall not be responsible for the delay or inability to use the Platform or its related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Ikanshy shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Ikanshy's control. Merchants understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at their own discretion and risk, and that they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data

9. Indemnification and Limitation of Liability

• Merchants agree to indemnify, defend and hold harmless Ikanshy and its affiliates including but not limited to its officers, directors, consultants, agents and employees (“Indemnitees”) from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by Merchants pursuant to these Terms.
• Further, Merchants agree to hold the Indemnitees harmless against any claims made by any third party due to, or arising out of, or in connection with, such Merchants use of the Platform or any of its services any misrepresentation with respect to the data or information provided by Merchants in relation to their Account, Merchants’ violation of these Terms, or Merchants’ violation of any rights of another, including any intellectual property rights.
• Merchant’s indemnification obligation under these Terms will survive the termination of their Account or use of the Platform.
• To the maximum extent permitted by applicable law, Ikanshy, its affiliates, licensors, investors, promoters, agents, officers, or third-party service providers shall not be liable to you or any third party for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, and/or for loss of profits/ revenues/ data/ business, or for any other form of damages in any manner arising out of or in connection with this agreement or for your use of the Platform including, without limitation, any
  • errors, mistakes, or inaccuracies on the Platform;
  • personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Platform;
  • interruption or cessation of transmission to or from the Platform;
  • bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Platform by any third party.
• Subject to applicable laws, in no event will Ikanshy or its employees aggregate liability, arising from or related to the use of the Platform, exceed INR 10,000 or the value of the specific order with respect to which the grievance is raised, whichever is lower, for any and all causes of actions brought by Merchants or on behalf of Merchants.

10. Confidentiality:

• Each party acknowledges and agrees that in the performance of these Terms it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes data related to the use of the Platform by the Users and Merchants, User information, Merchant information, information related to the Platform, information related to any transaction initiated on the Platform, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally and whether expressly marked as confidential or not).
• Each party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing party; (ii) it shall not use Confidential Information of the other party for any purpose except in furtherance of its obligation under the Terms; (iii) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Terms, provided Permitted Persons are bound in writing to obligations of confidentiality and non‐use of Confidential Information no less protective than the terms hereof; and (iv) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Terms of Use or at the request of the other party (subject to applicable law and, with respect to Ikanshy, its internal record keeping requirements).
• You hereby acknowledge and agree that all Confidential Information provided to You or which is in Your custody shall be used by You only for the purposes of providing the services through the Platform in accordance with the provisions of these Terms of Use.
• If You choose to avail certain ancillary services from third party services, Your information may be required to be provided to such third-party services providers. You hereby consent to sharing your Confidential Information when You agree to receive such ancillary services.
• The aforesaid clause shall not be applicable to information that each Party by operation of law (including by order of any statutory/judicial/quasi-judicial body) is obligated to disclose.

11. Additional Terms:

Ikanshy may also require Merchants to follow additional rules, guidelines, policies or other conditions in order to participate in certain promotions or activities available through the Platform (the “Policies”). These Policies shall form a part of these Terms, and Merchants agree to comply with them when they participate in those promotions, or otherwise engage in activities governed by such additional terms.

12. Term and Termination:

• These Terms of Use will continue to apply until terminated by either the Merchants or Ikanshy as set forth below.
• Ikanshy may, in its sole discretion, terminate these Terms, restrict, suspend or terminate your use of the app immediately and without notice or liability, if you violate, breach or fail to comply with these Terms in any way, and it will not limit any other rights or remedies which are available to Ikanshy.
• If the Merchant objects to these Terms or is dissatisfied with the Platform, they can close their Account through the Platform and stop accessing the Platform.
• Even after an account with Ikanshy is disabled/closed/deleted, these Merchant shall remain liable for all their uncleared dues with respect to the services availed through the Platform.
• Merchants hereby agree and acknowledge, upon termination, Ikanshy shall have the right to retain all information pertaining to the transactions initiated by Merchants on the Platform.

13. Miscellaneous:

• Waiver: No provision in these Terms will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed by Ikanshy. Any failure by Ikanshy to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver by Ikanshy of that provision or right.
• Severability: If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.
• Governing law and Dispute Resolution: These Terms are governed by and construed in accordance with the laws of India, without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of courts in Lucknow, India with respect to all disputes arising out of or relating to your use of the Platform.
• Amendment: Ikanshy reserves the unconditional right to modify or amend this Terms of Use , Privacy Policy and Policies without any requirement to notify Merchants of the same. Merchants can determine when this Terms of Use was last modified by referring to the “Last Updated” legend above. It shall be the Merchants’ responsibility to check these Terms of Use, Privacy Policy and Policies periodically for changes. The Merchants’ acceptance of the amended Terms of Use or continued use of the Platform shall signify their consent to such changes and agreement to be legally bound by the same.
• Notice: All notices from Ikanshy will be served by email to the Merchants’ registered email address or by general notification on the Platform.
• Assignment: Merchants cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Ikanshy’s rights under the Terms of Use are freely transferable by Ikanshy to any third party without the requirement of informing the Merchants or seeking their consent.
• Entire Agreement: These Terms together with Ikanshy’s Privacy Policy and Policies and any other legal notices, communications published by Ikanshy on its Platform, and any other agreements executed between the Merchants and Ikanshy shall constitute the entire agreement between the Merchants and Ikanshy concerning its Platform and governs the Merchants’ use of the Platform, superseding any prior agreements between the Merchants and Ikanshy with respect to the Platform.