Eshopbox Terms of Service ("Agreement") is entered into by and between Eshopbox E-commerce Private Limited, a company incorporated and registered under the provisions of Companies Act, 2013 and having its registered office at Plot 249 G, Garage Society, AIHP Executive Center, Udyog Vihar, Phase 2, Gurgaon – 122016 ( hereinafter referred to as "Eshopbox") and the entity or person placing an order for or accessing any Services ("Customer" or "You" or "Your"). By using any of the Services, or clicking through on the Eshopbox website, You acknowledge that You have read, understood, have the authority to, and agree to be bound by these Terms of Service. If You are accessing or using the Services on behalf of Your company, You represent that You are authorized to accept this Agreement on behalf of Your company and to bind such entity and its affiliates to this Agreement, and all references to "You" or "Customer" reference Your company. If You do not have such authority, or if You do not agree to be bound by this Agreement, You must not accept this Agreement and may not use the Services. If You are an individual, You certify that You are legally eligible to enter into an agreement/contract with a third party.
This Agreement permits You to purchase subscriptions to Eshopbox software, fulfilment, and other services from Eshopbox pursuant to any Eshopbox ordering documents, online registration, order descriptions, or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Your initial purchase on the Effective Date as well as any future purchases made by You that reference this Agreement. It is clarified that the terms of Your Order shall not modify this Agreement.
The "Effective Date" of this Agreement is the date which is the earlier of:
(i) Your initial access to any Service through any online provisioning, registration or order process, or
(ii) the date of the first Order Form referencing this Agreement.
The Agreement may be modified by the parties as per mutual agreement between them.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
"Affiliate" means any entity under the control of you where "control" means ownership of or the right to control greater than 50% of the voting securities of such an entity.
“Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of a decision of, or determination by, or any interpretation, policy or administration, having the force of law, by any governmental authority in any relevant and appropriate jurisdiction of the world having jurisdiction over the matter in question.
“Confidential Information” shall mean any technical or non-technical information related to customers, operations, financial conditions, assets or affairs of the other Party resulting from negotiating this Agreement, including but not limited to business plans, nosiness forecasts, research, financial information, procurement requirements, purchasing requirements, manufacturing, customers lists, sales and merchandising efforts, marketing plans, experimental works, development, design details, specifications, engineering, copyrights, trade secrets, proprietary information, know-how, process, equipment, algorithms, software programs, software source documents, and information in any way related to the current, future and proposed business, products, and services of either of the parties.
“Calendar Month” shall mean English calendar months.
"Claims" refers to the amount reimbursed by Sales Channel for losses incurred by you eg. SAFE-T (Amazon), SPF (Flipkart).
"Channel fees" means any fees levied by the channel as per the terms of the channel agreement.
“Channel” or “Channel Partner” shall mean the online marketplace that allows the selling of products from other businesses on their platform in exchange for consideration.
"Contractor" means an independent contractor or consultant who is not a competitor of Eshopbox.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
“Designated Channel” shall mean a certain Channel which is engaged for the provisioning of Seller on Record services in accordance with the terms of this Agreement.
“Documentation" means the technical user documentation provided with the Services nu Eshopbox whether in electronic format or otherwise in any readable format.
“Eshopbox Fulfillment Center (FC)” or “Facility” shall mean any storage facility, operated by Eshopbox under lease or ownership, to store, pack and ship out products to buyers.
“Gross Merchandise Sales” shall mean the total value paid by customers for the purchase of merchandise sold over a given period of time.
“Intellectual Property” includes ideas, concepts, creations, discoveries, domain names, inventions, improvements, know-how, trade or business secrets; patents, copyright (including all copyright in any designs and any moral rights), trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, algorithms, works of authorship, electronic codes, proprietary techniques and other confidential and proprietary information; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments. It includes (i) all rights, title, and interest under any statute or common law including in any Intellectual Property or any similar rights, anywhere in the world, whether negotiable or not and whether registrable or not, (ii) any licenses, permissions and grants in any of the foregoing; (iii) applications for any of the foregoing and the right to apply for them in any part of the world, and (iv) all extensions and renewals thereto.
“Laws” means any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of a decision of, or determination by, or any interpretation, policy or administration, having the force of law, by any governmental authority in any relevant and appropriate jurisdiction of the world having jurisdiction over the matter in question.
“Legal Metrology Act” shall mean an Act of Indian law that governs Metrology and labeling norms.
“Local Currency” shall mean Indian Rupees (INR).
“Order Item Value” means the value at which the Product is sold to the customer while placing the order on the Sales channel.
“Particular Year” shall mean the period commencing from January to December of a particular year.
“Product” shall mean the inventory supplied by You to Eshopbox in accordance with the terms of this Agreement.
"Services" means Eshopbox's proprietary software solution(s), including the Workspace, Eshopbox application programming interfaces (APIs), and Eshopbox Apps, Fulfillment, and other professional services, as described in the applicable Order Form.
“Settlement Value” refers to the amount payable by Eshopbox to you for orders in which Eshopbox is appointed as a seller on record by you.
"Team member" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Eshopbox.
"Third-Party Platform" means any software, software-as-a-service, data sources, or other products or services not provided by Eshopbox that are integrated with Services as described in the Documentation.
"Workspace" means the Eshopbox user interface for accessing and administering the Services that You may access via the web or the Eshopbox Apps.
Eshopbox's services are a suite of fulfillment-as-a-service solutions offered through a single platform including, without limitation,
(i) The receipt, counting, storage, packaging, and shipment of physical Inventory sold or shipped by You (the “Inventory”) pursuant to the order (“Order”);
(ii) Use of Eshopbox’s proprietary platform and associated technology, in object code format, which is made available by Eshopbox to You and, when technically feasible and when implemented by You and Eshopbox, is intended to permit You to, among other things, submit Orders for Inventory and fulfil such Orders via Eshopbox’s fulfilment centers (the “Eshopbox Platform”); and
(iii) All data, reports, text, images, sounds, video, and content, including any offline reports, pricing matrices, or other content, made available to You through any of the foregoing (collectively referred to as the “Content”).
Subject to Your compliance with these terms and the policies, Eshopbox shall perform the Services as selected and authorized by You in Your Workspace or in "Order Form". All Eshopbox services are deemed incorporated into, and governed by, these Terms. By using the Eshopbox services, You acknowledge and agree that Eshopbox is a warehousing and fulfilment service provider and a broker of shipping services. Eshopbox helps You accept shipments from, and make shipments to, third parties. Eshopbox is an independent contractor for all purposes. Eshopbox acts as Your agent only with respect to the custody of Your merchandise (hereinafter referred to as “Inventory”).
Eshopbox has defined policies that govern Your use of the Eshopbox services (“Policies”). The Policies are linked below and are hereby incorporated by reference. Your breach of any of these terms or the policies shall excuse Eshopbox's performance of the applicable Eshopbox Service:
Acceptable Products and Use Policy
Service Level Policy
Seller of record policy
You acknowledge that Your breach of the Policies or the terms may result in You incurring additional fees from Eshopbox or third parties for the applicable Eshopbox services.
Provision of services
To provision Services, You will provide Eshopbox with identifying information, a password, company information, and any other registration information as may be necessary. You agree that You will provide accurate information for the registration and will promptly update such Registration Information as necessary but in no event later than 30 days after any applicable change. Upon Eshopbox acceptance of Your request to register for an account (“Account”), You will be sent validation and activation instructions on the specified email id.
Developer and software license
If You are using Eshopbox software such as an application programming interface (API), developer’s toolkit, or other software application (“Software”), then Eshopbox grants You a revocable, non-exclusive, non-transferable license to use Software in accordance with the documentation for Your internal business purposes only. You may not rent, lease or otherwise transfer Your rights in the Software to any third party. Eshopbox provides the software solely on an “AS IS” basis and disclaims all warranties and liability for Your use of the software. Eshopbox may change or discontinue any software at reasonable discretion. Eshopbox reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Eshopbox may monitor Your usage of such APIs and limit the number of calls or requests You may make if Eshopbox believes that Your usage is in breach of this Agreement or may negatively affect the services (or otherwise impose liability on Eshopbox)
Third-party software - apps
The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, You may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling the use of the Services with any Third-Party Platform, You authorize Eshopbox to access Your accounts with such a Third-Party Platform for the purposes described in this Agreement. You are solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. You acknowledge and agree that Eshopbox has no responsibility or liability for any Third-Party Platform or any data exported to a Third-Party Platform. Eshopbox does not guarantee that the Services will maintain integrations with any Third-Party Platform and Eshopbox may disable integrations of the Services with any Third-Party Platform at any time with or without notice to You. For clarity, this Agreement governs Your use of and access to the Services, even if accessed through an integration with a Third-Party Platform.
If You receive free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then You may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Eshopbox (the "Trial Period"). Trial Subscriptions are permitted solely for Your use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If You do not enter into a paid Subscription Term, this Agreement and Your right to access and use the Services will terminate at the end of the Trial Period. Eshopbox has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ESHOPBOX WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, LIABILITY OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
You may access and use the Services solely for Your own benefit and in accordance with the terms and conditions of this Agreement, the documentation, and any scope of use restrictions designated in the applicable Order Form. All rights, title, and interest in and to the services (including all intellectual property rights) will remain with and belong exclusively to Eshopbox.
13.1 You shall not
(i) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the services available to any third party;
(ii) use the services in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services;
(iii) modify, adapt, or hack the services, or otherwise attempt to gain unauthorized access to the services or its related systems or networks;
(iv) use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
(v) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Eshopbox);
(vi) copy or modify the services or any documentation, or create any derivative work from any of the foregoing;
(vii) publicly disseminate information regarding the performance of the Services;
(viii) remove or obscure any proprietary or other notices contained in the Services (including without limitation - the "Fulfilled by Eshopbox"/ "Powered by Eshopbox" designation that may appear as part of the deployment of the Services and notices on any reports or data printed from the Services).
13.2 You shall comply with any codes of conduct, policies, or other notices Eshopbox provides You or publishes in connection with the services, and You shall promptly notify Eshopbox if You learn of a security breach related to the services.
13.3 The use of and access to the services is permitted only by Team Members. If You are given API keys or passwords to access the services on Eshopbox systems, You will require that all Team Members keep API keys, user ID, and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to an individual, named persons, and may not be shared. If You are accessing the Services using credentials provided by a third party (e.g., Google), then You will comply with all applicable terms and conditions of such a third party regarding the provisioning and use of such credentials.
13.4 You may permit Your contractors and their affiliates' employees to serve as Team Member(s), provided You remain responsible for compliance by such individuals with all of the terms and conditions of this agreement, and any use of the services by such individuals is for Your sole benefit. You will be responsible for any and all actions are taken using Your accounts and passwords. If any team member who has access to a user ID is no longer an employee (or contractor) of Yours, then You will immediately delete such user ID and otherwise terminate such team member's access to the service. Eshopbox shall not be liable for any unauthorized use of Your accounts and passwords. Eshopbox reserves the right to access Your account in order to respond to Your requests for technical support.
13.5 You are solely responsible for the accuracy, content, and legality of all data, information, feedback, suggestions, text, content, and other materials that You upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services (“Your Content”). You represent and warrant to Eshopbox that Your content will violate or infringe:
- any third party intellectual property, publicity, privacy, or other rights,
- any Laws, or
- any terms of service, privacy policies, or other agreements.
13.6 You have no right to access Eshopbox physical facilities or property. Under no circumstances, and at no time, during the Term of this Agreement or after, are You permitted to enter Eshopbox’s Facilities, fulfilment centers, or premises without prior express written notice by Eshopbox. As Your Inventory may be commingled with the inventory of other customers in Eshopbox’s Facilities, under no circumstances, during the term or after, may You access the Inventory while the Inventory is stored in Eshopbox’s Facilities, without prior express written consent of Eshopbox. If You are granted access, You will be monitored during the access period and Your access can be terminated at Eshopbox sole discretion.
13.7 Eshopbox reserves the right to use Your name and/or company name as a reference for marketing or promotional purposes on Eshopbox's website and in other communication with existing or potential Eshopbox customers. For every email sent outside of Your organization via the Services, You acknowledge and agree that Eshopbox shall have the right to automatically add an identifying footer in accordance with Eshopbox's standard policies then in effect. You agree to cooperate with and provide reasonable assistance to Eshopbox in promoting and advertising the Services. To decline Eshopbox this right, You need to email email@example.com stating that You do not wish to be used as a reference.
13.8 All the packaging material required for the purpose of shipping of the products are to be provided by You. To enable Eshopbox to provide repackaging service, You shall supply and store extra packaging material with Eshopbox from time to time. At Eshopbox discretion, Eshopbox may offer packaging solutions for an additional fee. The cost of the packaging material and the incidental cost of delivery of the packaging material to Eshopbox Facility Centre is to be borne by You.
13.9 There is a base cost to receive inventory into the Eshopbox Fulfillment Center according to established receiving requirements (”Receiving Fee”). If these requirements are not met, you may incur additional fees from Eshopbox. These fees shall be in addition to the “Receiving fee” as set in the Order form.
Subscription Term and Renewals
Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve-month periods unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then-current Subscription Term. You may upgrade or downgrade between the Plans. You understand that downgrading may cause loss of features or capacity of the Services as available to You before downgrading Your Subscription. Eshopbox will not be liable for such loss. When You upgrade or downgrade, the new Subscription Fees become applicable from your next billing cycle and do not affect the Fees of the ongoing billing cycle and shall be payable in accordance with Section 16 (Fees and Payment). Upon upgrade, Subsequent billing months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately.
Fees and Payment
(i) All fees are as set forth in the applicable Order Form and will be paid by You within fifteen (15) days of invoice unless otherwise specified in the applicable Order Form.
(ii) All fees are non-refundable.
(iii) You agree to pay the Subscription Fees through a payment method acceptable to Eshopbox. You hereby authorize Eshopbox and/or Eshopbox's authorized agents, as applicable, to bill You in accordance with Your Plan and/or Order Form for Your Subscription (and any renewal thereof). Your payment is due in full immediately upon each due date with respect to Your Subscription. You must notify Eshopbox of any change in Your payment account information, either by updating Your Account or via e-mail to firstname.lastname@example.org.
(iv) The rates in the Order Form are subject to change due to various factors which inter alia include an increase in manpower cost, input cost, rental cost, Government orders/law, court order, reasons which are beyond the control of Eshopbox. Eshopbox will inform You about such a change in rate with 30 (thirty) days prior notice and such rates will be effective thereafter.
(v) You are responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. You acknowledge and agree that all fees, charges, and any other rates or amounts charged by Eshopbox to You hereunder are exclusive of applicable value-added, GST, sales/use, or Inventory and service taxes (“Transaction Taxes”) which may be levied in connection with the supply by Eshopbox of the Eshopbox Services to You.
(vi) Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
(vii) Should You disagree with any Fees, You must submit the dispute to Eshopbox within 15 days of the fee being charged (“Dispute Period”) via e-mail to email@example.com. Eshopbox will not review requests for Fee adjustments that are received after the Dispute Period.
(viii) If Your fees remain unpaid for a period greater than 30 days, then Eshopbox reserves the right, at its sole discretion to reclassify Your account as an “abandoned account.” Additionally, any account that remains unpaid for greater than 60 days will automatically be deemed an abandoned account. Upon an account becoming an abandoned account, all rights to ownership of the Inventory would then immediately be forfeited by You. Inventory will become immediately and irrevocably unavailable to You, and liquidation proceedings would begin. You agree the Inventory would be free and clear of liability, and that You would assume any liability therefore. You would have no rights to the liquidation proceeds. You would also remain liable for any pending Fees above and beyond the liquidation proceeds.
(ix) All amounts stated in these Terms and the policies will be in Indian National Rupee unless otherwise specified.|
16.1 Eshopbox Property
For purposes of this Agreement, “Eshopbox Property” shall mean:
- Eshopbox's methodology for the provision of Eshopbox Services;
- the Software; and
- Eshopbox's ideas, website, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products, and materials.
16.2 Eshopbox hereby retains all worldwide right, title, and interest in and to the Eshopbox Property. Any rights not expressly granted herein to the Eshopbox Property shall be retained by Eshopbox. You acknowledge that all rights, title, and interest to the Eshopbox Property is owned by Eshopbox.
(i) Other than as permitted herein, You shall not (and You shall not permit others), directly or indirectly, to modify, to translate, to decompile, to disassemble, or to reverse engineer any part of the Eshopbox Property, or otherwise to attempt to discern the functioning or operation of the website or Eshopbox Services; or to copy, to rent, to lease, to distribute, or to otherwise transfer any of the rights that You receive hereunder;
(ii) For clarity, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Eshopbox and You shall not copy, imitate, or use them without Eshopbox's express prior written consent;
(iii) You may use HTML logos provided by Eshopbox without prior written consent solely for the purpose of directing web traffic to eshopbox.com;
(iv) You shall not alter, modify or change such HTML logos in any way, use them in a manner that is disparaging or otherwise adverse to Eshopbox or the Eshopbox Service, or display them in any manner that implies Eshopbox's sponsorship or endorsement;
(v) You shall not (and You shall not permit others to)
- use any robot, spider, scraper, or other automated means to access the Eshopbox website or Eshopbox Services for any purpose without Eshopbox express written permission;
- interfere or attempt to interfere with the proper working of Eshopbox website or any activities conducted on the website; or
- bypass any measures Eshopbox may use to prevent or restrict access to the Eshopbox website or the Eshopbox Services.
(i) No Confidential Information obtained by Eshopbox from You shall become Eshopbox Property.
(ii) All materials provided by You under any Eshopbox services orders shall be deemed “Customer Property” for purposes of the Agreement.
(iii) You grant to Eshopbox a non-exclusive license to the customer property solely as needed to provide the Eshopbox services.
(iv) No other licenses expressed or implied, under any intellectual property rights are granted by You to Eshopbox under these Terms.
Data Security and Privacy
20.1 Each party (“Recipient”) acknowledges that it may receive Confidential Information as defined herein. For purposes of these Terms and subject to the Exclusions set forth below, Confidential Information means any information provided to it by the other party (“Discloser”) that is marked, labeled or otherwise designated as confidential or proprietary, or that Recipient knew, or should have known, was confidential due to the circumstances surrounding the disclosure.
Information that is subject to one of the exclusions below shall not be Confidential Information. The exclusions include the following:
(a) Non-transactional Confidential Information (as defined below);
(b) information is publicly known at the time of disclosure;
(c) information received by Recipient without restriction from a third party;
(d) information published or otherwise made known to the public by Disclosure;
(e) information that was generated independently without reference to the Discloser’s Confidential Information; or
(f) information that is required to be disclosed under a court order or pursuant to any applicable governmental rule, regulation, or statute, provided that Recipient provides Discloser with prior written notice of such disclosure, (as permitted by law) and the timing for response set forth in the request.
20.3 Non-transactional Confidential Information.
Other than transaction information absolutely required for Eshopbox to provide, or for You to use the Eshopbox services, Eshopbox does not require nor desire any of Your proprietary information (“Non-transactional confidential information”). You agree not to provide Eshopbox with any Non-transactional Confidential Information, including, but not limited to, prototypes of new products, without Eshopbox's express prior written consent. In the event that You send such Non-transactional Confidential Information to Eshopbox without Eshopbox's prior written consent, then Eshopbox shall not be obligated to treat such information as Confidential Information.
20.4 Standard of Care
Recipient shall not use the Confidential Information for any purpose other than as required by these Terms. Recipient shall not disclose the Confidential Information to any third party, other than as required to perform the Eshopbox Services. Recipient shall use at least the same standard of care with the Discloser’s Confidential Information as it does with its own Confidential Information, but in no event with less than reasonable care. Each party acknowledges that breach of this provision would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party will be entitled to seek injunctive relief to enforce the provisions of this Section.
20.5 Return or Destruction
Other than transactional information that is retained in the ordinary course of a party’s business, each party shall either promptly return all Confidential Information, or confirm that such Confidential Information has been destroyed promptly after receipt of a written request from the other party.
20.6 Aggregate Use
Subject to the Terms herein, You hereby acknowledge and agree that Eshopbox may compile aggregate results from all of, or a selection of Your use of the Eshopbox Services, provided that Eshopbox shall not disclose any information that would individually identify You (“Aggregate Information”). Such Aggregate Information shall be deemed to be Eshopbox's Confidential Information. You also hereby agree that Eshopbox may review and use Your individual use of the Eshopbox Services in order to provide Eshopbox Services to You, to evaluate Eshopbox's provision of the Eshopbox Services, and to improve Eshopbox's service offerings.
As is, while Eshopbox will endeavor to provide the Services in accordance with these terms, the Eshopbox services and the Eshopbox web site are provided on an “as is” and “as available” basis. Eshopbox expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement for the Eshopbox services, the Eshopbox web site, and any third party services. the use of the Eshopbox services, Eshopbox website, or third-party services is at Your own risk.
Unless otherwise mentioned in the "Order Form", Eshopbox is not the importer of record for Inventory stored at Eshopbox. Eshopbox shall not be held liable for complying with Your instructions through the Eshopbox services. You understand that Eshopbox does not take responsibility for the business decisions that You make and implement through the Eshopbox Services. For example, Eshopbox cannot control or ensure that a buyer or seller with whom You do business will remit payment for Inventory in accordance with Your agreement with them. Eshopbox is not responsible for the breakage of items during transit that has been picked and packed by Eshopbox. For purposes of clarity, Eshopbox is not the seller of record for any of Your Inventory unless and otherwise, You have opted to avail such services from Eshopbox in accordance with the terms hereof.
No Continuous Access
Eshopbox does not guarantee continuous, uninterrupted, or secure access to the Eshopbox Service. Operation of the Eshopbox Services may be interfered with by numerous factors outside of Eshopbox control. Eshopbox will make reasonable efforts to process requests for receiving or shipping merchandise in a timely manner but Eshopbox makes no representations or warranties regarding the amount of time needed to complete processing because Eshopbox service is dependent upon many factors outside of Eshopbox control, such as delays caused by third parties.
Limitation of liability
Except as contained in this Agreement, in no event shall Eshopbox’s liability under this Agreement exceed the monies paid or payable by You to Eshopbox for the applicable Eshopbox Services excluding carrier fees or other third party fees (“Damages Cap”). In the event of an unauthorized transaction by an Eshopbox employee or agent, Eshopbox is only liable for the damages cap. Eshopbox must be notified within five (5) days after any unauthorized transaction or You waive all damages from Eshopbox.
24.1 Third-party liability
By using the Eshopbox services, You acknowledge and agree that Eshopbox disclaims all liability for the acts or omissions (including, without limitation, any negligence or willful misconduct) of any third party whether or not selected by or retained by Eshopbox.
24.2 Annual inventory shrink-allowance
Handling physical products could result in loss or damage to inventory. We maintain high standards, however, occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked inventory, and/or cross-shipments. Eshopbox maintains friendly receiving and product labeling requirements. You agree that Eshopbox will have a 0.35% shrink allowance based on the value of Your account’s inventory known to be in the facility based on the stated cost value measured on an annual basis and subject to limitations of liability in section 25 explainable, offsetting inventory adjustments based on miss-marked inventory or receiving inventory errors will not be deemed an inventory shrinkage event or lost inventory.
24.3 Waiver of consequential damages and limitation of liability.
In no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages for loss, loss of profits, revenue, data or use, incurred by You, whether in an action in contract or tort, arising from either party’s access to, or use of, the site, any content, or any third party sites and content.
24.4 Insurance, Damage or loss of inventory
Insurance is available at Your sole cost and expense. Notwithstanding Your purchase of insurance coverage, in the event of loss, damage, or destruction of goods (“Goods Loss”) for which Eshopbox is or may be legally liable, You agree that Eshopbox liability shall not exceed the Goods Damage Cap set forth below. For insurance to apply to Your claim, You must purchase the insurance prior to the Goods Loss. Eshopbox does not represent, warrant, or guarantee that insurance will cover all or a portion of the loss of Your goods. Eshopbox shall not be responsible or liable if insurance coverage is not afforded for the loss of the goods or if coverage is denied.
In no event shall Eshopbox be liable for any lost sales revenue from inventory loss. Eshopbox’s maximum liability for inventory loss will be capped at 10% of the total product value or one month of the average billable storage, whichever is lower (“Goods Damages Cap”).
24.5 Inventory count inaccuracies
In the event of inventory loss in excess of the annual inventory shrinkage allowance due to inventory count inaccuracies, inaccurate inventory counts during receiving or inventory count inaccuracies at any time that Eshopbox is in possession of inventory for which the clauses above is determined to be inapplicable and Eshopbox is held legally liable, You agree that it will be considered an “inventory loss” and Eshopbox’s liability shall be limited as stated in Damages Cap above. In no event shall Eshopbox be liable for any lost sales revenue from the inventory loss due to inventory count inaccuracies.
You agree to indemnify and to hold harmless Eshopbox, its promoters, and their officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, due to or arising out of Your use of the Eshopbox Services and/or Your violation of the Terms or the Policies. Whether Eshopbox accepts or refuses Inventory You agree to indemnify and hold harmless Eshopbox from any and all claims for transportation, storage, handling, and other charges relating to such Inventory, including undercharges, rail demurrage, truck/intermodal detention, and other charges of any nature.
You hereby agree and undertake that if third parties incur a loss or injury due to faulty products supplied by You, then You shall take responsibility towards such third parties and that any compensation, damages, or other claims that may be charged to Eshopbox for such reason shall be covered by You or that corresponding amounts shall be deducted from Your account, including amounts becoming due at any time thereafter, without the need to obtaining Your consent or any court order or judgment. In case such products have been returned to Eshopbox, You undertake to accept such returned products. The right of Eshopbox to return products to You shall not be subject to the products being originally packaged.
26.1 Notwithstanding any provisions contained herein, this Agreement may be terminated forthwith by notice in writing by any Party if any of the following events occur:
(i) if either Party commits any material breach of the term(s) of this Agreement and shall have failed, within fifteen (15) Business Days after the receipt of a request in writing from the other Party to remedy the breach; or
(ii) either Party shall have a liquidator or administrative receiver appointed of or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if either Party shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order.
26.2 In addition to the above, Either Party may terminate this Agreement, without cause, by providing 30 (thirty ) Days prior written notice to the other Party.
Consequences of Termination / Expiration
27.1 Upon termination or expiration of this Agreement,
27.1.1 Eshopbox shall continue to render the Services under any Order Form issued prior to the effective date of termination;
27.1.2 You will make all outstanding payments to Eshopbox for the Services rendered to You including the fees for removal of your goods from Eshopbox facilities. Eshopbox shall raise an invoice on an immediate basis following the termination notice. Eshopbox is not obligated to execute a removal or recall order till the time such invoice is paid by You.
This Agreement will bind and insure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized will be null and void.
If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
28.3 Governing Law; Dispute Resolution.
(i) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Eshopbox it must be emailed to firstname.lastname@example.org and sent via mail to:
Attn: Eshopbox E-commerce Private Limited, Plot 249 G, Udyog Vihar, Phase 2, Gurugam, Haryana, India- 122016
Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below:
(ii) Arbitration. In the event that a dispute between the parties cannot be settled through direct dispute resolution, as described above, the parties agree to submit the dispute to binding arbitration. By agreeing to arbitrate, the parties agree to waive their right to a jury trial. The arbitration proceedings shall be conducted in Delhi, and the same shall be governed by the provisions of the Indian Arbitration & conciliation act, 1996, or any statutory modification as may then be in force. the arbitration shall be conducted in English. The order passed by the arbitrator shall be final and binding upon the parties.
(iii) Choice of law and jurisdiction. For any claim which is not subject to this dispute resolution provision, You agree to submit and consent to the personal and exclusive jurisdiction in, and the exclusive venue of, the state and federal courts located within Gurugram, India.
(iv) Construction and joinder. This agreement must be construed as if it was jointly written by both parties. Both you and Eshopbox agree that each may bring or participate in claims against the other only in their respective individual capacities, and not as a plaintiff or class member in any purported class. No arbitration or claim under this agreement shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the services, and no class arbitration proceedings shall be permitted. In the event of any dispute concerning the validity or enforceability of this provision, such a claim must be adjudicated by a court and not by an arbitrator.
(v) Injunctive Relief. Notwithstanding the above provisions, Eshopbox may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
28.5 Amendments; Waivers
Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by You will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
28.6 Force Majeure
Eshopbox shall not be liable for any failure or delay in performance hereunder which may be due, in whole or in part, to fire, explosion, earthquake, storm, flood, pandemic, epidemic, drought or other adverse weather condition, accident, casualty, breakdown of machinery or facilities, strike, lockout, combination of workmen or other labour difficulties (from whatever cause arising, and whether or not the demands of the employees are reasonable or within Eshopbox’s power to grant), war, civil disturbance, acts of terrorism, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, instruction or request of Government or other public authorities, judgment or decree of a court of competent jurisdiction, delay or failure of carriers, shippers or contractors, labour shortage or inability to obtain transportation, equipment, operating materials, plant equipment or materials required for Eshopbox performance, curtailment or suspension of operations to remedy or avoid an actual or alleged violation or violations of Central, State or local law, as may be in effect from time to time during the Agreement period, or any contingency or delay or failure or cause of any nature beyond the reasonable control of Eshopbox, whether or not of the kind here in above specified and whether or not any such contingency is presently occurring or occurs in the future. Eshopbox shall give notice of any force majeure event as soon as reasonably practicable by giving notice to Your administrative email account.
Eshopbox may use the services of subcontractors and permit them to exercise the rights granted to Eshopbox in order to provide the Services under this Agreement, provided that Eshopbox remains responsible for
- compliance of any such subcontractor with the terms of this Agreement, and
- the overall performance of the Services as required under this Agreement.
Nothing in this Agreement prevents Eshopbox from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Eshopbox will use commercially reasonable efforts to notify You were permitted to do so.
28.10 Independent Contractors
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.