Eshopbox Master Terms of Service

Eshopbox Master Terms of Service

  1. Eshopbox Terms of Service (“Agreement”) governs your access to and use of the services provided by Eshopbox E-Commerce Private Limited, a company incorporated under the Companies Act, 2013 with its registered office at 5th Floor, Ambience Mall, NH-8, DLF Phase 3, Sector 24, Gurugram, Haryana 122010 (“Eshopbox,” “we,” “us,” or “our”).
    By accessing or using any of our services, platforms, tools, or entering into an ordering document that references this Agreement, you ( “You,” or “Your”) agree to be bound by this Agreement. If you are using the Services on behalf of an entity, you represent that you have the authority to accept this Agreement on that entity’s behalf. If you do not agree with any of the terms herein, you must not use the Services.
    This Agreement is deemed accepted and effective as of the earlier of: (i) the date you first access or use the Services, or (ii) the date of execution of any ordering document referencing this Agreement.

  2. 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 Subscription Start Date as mentioned in Your Workspace or in Order Form.

  3. 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.

  4. 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.

  5. Definitions

    • "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 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

    • "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 Your behalf, 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 Your properties using the Services.

    • “Committed Purchase(s)” means Your binding obligation to spend a specified amount for use of the Services over a defined Commitment Period, irrespective of actual consumption. That can be the actual amount, or number of units stored or number of orders placed.

    • “Commitment Period” means the duration stated in the applicable Order Form or Workspace, beginning from the Implementation Date (or Billing Start Date).

    • Documentation" means the technical You documentation provided with the Services by Eshopbox whether in electronic format or otherwise in any readable format.

    • “Eshopbox Credit” or “Credit” means the monetary value purchased by You and credited to Your Wallet for use solely toward payment of the Services.

    • “Indemnification” The obligation of one Party to compensate or defend the other against specific claims, losses, or damages as outlined in this Agreement.

    • “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.

    • “Local Currency” shall mean Indian Rupees (INR).

    • Order Form” A formal document issued by Eshopbox that outlines the specific services, fees, and terms agreed upon by the Parties, forming an integral part of this Agreement.

    • "Team member" means an employee or contractor of a 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 You interface for accessing and administering the Services that You may access via the web or the Eshopbox Apps.

    • “Wallet” means the virtual, pre‑funded store of value maintained by Eshopbox in the Workspace for You, denominated in Indian Rupees and recorded as “Eshopbox Credit”.

    • "Working Day” means any day other than a Sunday or public holiday in the Republic of India on which banks are open for general business in Gurugram, Haryana.

  6. Eshopbox services

    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. Eshopbox has defined policies that govern Your use of the Eshopbox services (“Policies”). The Policies are linked below and are hereby incorporated by reference

    1. Eshopbox Fulfilment Terms of Service: The Terms lay out the fulfilment Services.

    2. Shipping & Delivery Terms: These Terms permits You to access and utilize Eshopbox's shipping, courier assignment, and delivery management services, collectively referred to as the "Shipping Services.

    3. Seller of Record: By appointing Eshopbox as a seller of record, You engage Eshopbox as a reseller of Your Products on a Designated Channel in accordance with the terms hereof. https://help.eshopbox.com/en/articles/4741524-eshopbox-seller-of-record-policy

  7. Your breach of any of these terms or the policies shall excuse Eshopbox's performance of the applicable Eshopbox Service:

    1. Acceptable Products and Use Policy: This policy details the Products and conditionality of its acceptance for providing Services. This policy shall apply in accordance with the services availed by You. https://help.eshopbox.com/en/articles/4741354-eshopbox-acceptable-products-and-use-policy

    You acknowledge that Your breach of the aforesaid Policy may result in You incurring additional fees from Eshopbox or third parties, as applicable.

    1. Privacy Policy: This policy details the privacy policy as implemented by Eshopbox and its applicability upon You.

  8. Provision of services

    8.1 In order to access and use the Eshopbox Services, You must create an Account by providing accurate, complete, and up-to-date information, including Your legal entity name, corporate contact details, and other requested registration data. If You are registering on behalf of an organization, You represent and warrant that You are duly authorized to bind such organization to this Agreement and that the organization will be deemed You.

    8.2 It is strongly recommended that You use a business or corporate email address for account registration. You agree to:

    (i) Provide true, accurate, current, and complete information as prompted during the registration process; and

    (ii) Promptly update such information to ensure it remains accurate and complete at all times, and in any case within thirty (30) days of any applicable change.

    8.3 You are solely responsible for maintaining the confidentiality of Your login credentials and for all activities that occur under Your Account. Eshopbox will not be liable for any loss or damage resulting from Your failure to safeguard this information.

    8.4 Eshopbox reserves the right to suspend or terminate access to the Services if it reasonably believes that the information provided is untrue, inaccurate, outdated, incomplete, or if the Account is being misused or accessed without proper authorization.

    8.5 Beta Services

    (a) Eshopbox may from time to time invite You to access alpha, beta, pilot, limited-release or evaluation features (“Beta Services”). You may accept or decline at its sole discretion.

    (b) Beta Services are provided “AS IS”, without warranties of any kind, may contain bugs or errors, and may be discontinued at any time. Eshopbox has no obligation to provide service levels, or indemnities for Beta Services.

    (c) All information regarding Beta Services is Eshopbox Confidential Information. You shall not disclose performance results or other feedback except with Eshopbox’s prior written consent.

    (d) Use of Beta Services is entirely at Your risk, and Eshopbox shall have no liability arising out of or in connection with Beta Services, save for wilful misconduct or fraud.

    (e) In addition to Beta Services, Eshopbox may introduce general-release features, functionalities or modules as part of the standard Services. For each such new feature, there shall be a setup and stabilisation period (the “set-up period”), during which service-level obligations (including any SLA penalty or uptime guarantee) shall not apply. The Launch Period shall be specified in the applicable Order Form or Workspace and shall not exceed 90 calendar days from the date the feature becomes available to You.

  9. 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 in its 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)

  10. 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.

  11. Your obligations

    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 Workspace or in 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.

  12. 12.1 You shall not
    ​(i) sublicense, resell, rent, lease, transfer, assign, time share 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;

    1. publicly disseminate information regarding the performance of the Services;

    2. 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).

    12.2 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.

    12.3 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, You ID, and password information strictly confidential and not share such information with any unauthorized person. Your 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 third parties regarding provisioning and use of such credentials.

    12.4 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 taken using Your accounts and passwords. If any team member who has access to a You ID is no longer an employee (or contractor) of Yours, then You will immediately delete such You 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.

    12.5 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.

    12.6 Eshopbox reserves the right to use Your name and/or company name as a reference for -renewmarketing 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 our 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 support@eshopbox.com stating that You do not wish to be used as a reference.
    ​​

  13. Subscription Term and Renewals

    The Subscription Term of this Agreement shall be as specified in the Your Workspace or in Order Form. Unless otherwise stated in the Workspace or Order Form, the Subscription shall automatically renew for successive periods equal to the initial Subscription Term, 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.

    Survival of Minimum Commitment. Where a Minimum Commitment Fee applies, it resets for each Renewal Term unless otherwise agreed in writing.

    Eshopbox follows a no refund policy. All fees, subscription charges, or other payments made to Eshopbox for Services are non-refundable, regardless of whether the Services are utilized in full, in part, or not at all.

  14. Fees and Payment

    14.1 Fee Obligation and Pricing

    You shall pay all fees, charges, and applicable taxes for the Services as outlined in the Order Form, Workspace, or as otherwise agreed between the Parties.

    Any initial credit extended by Eshopbox upon receipt of the subscription fee shall remain valid only for the period specified in the applicable Order Form or as reflected in Your Workspace. If not utilised within such period, the credit shall automatically expire without further notice and shall not be available for future use or refund.

    Eshopbox may revise service fees or introduce new pricing structures at its sole discretion. Revised fees shall apply from the effective date notified to You, with a minimum notice period of 30 (thirty) days in the event of increases driven by operational cost escalation.

    The Fees may be revised on an annual basis, linked to the scope of Services availed by You, as determined in the applicable Order Form or reflected within the Workspace.

    All fees are exclusive of GST, value-added, withholding, and other transaction-based taxes (“Transaction Taxes”). You are solely responsible for payment of all applicable Transaction Taxes.

    All fees must be paid in Indian National Rupees (INR) unless otherwise specified.

    14.2.1 Pre‑Paid Wallet Model

    (a) Recharge and Activation. You may purchase Eshopbox Credit by recharging its Wallet for any amount not less than the minimum recharge prescribed on the Workspace from time to time. The Services shall become accessible only after (i) actual receipt of the cleared funds by Eshopbox and (ii) activation of Your account.

    (b) Invoice Settlement. Upon issuance of each invoice:

    (i) Invoice Exceeds Available Credit. If the invoiced amount exceeds the then‑available Credit, the invoice shall be marked “Unpaid” and displayed as such in the Workspace. You shall recharge the Wallet so that (A) any outstanding Unpaid Amount and (B) the incremental service limit are fully covered. Failure to do so within seven (7) Working Days may result in suspension of the Services in accordance with Section 24 (Suspension & Termination).

    (ii) Invoice Equal To or Less Than Available Credit. If the invoiced amount is equal to or less than the available Credit, the invoice shall be deemed paid and the corresponding amount automatically deducted from the Wallet. You may continue to consume the Services using the remaining Credit.

    (c) Validity of Credit. Credit shall remain valid for a period of three (3) years from the Last Service Usage Date (being the date of the most recent transaction that consumes Credit). If no Service usage occurs for three (3) consecutive years, Eshopbox may, without liability, permanently forfeit any unused Credit.

    (d) Negative Wallet Balance. Where the Wallet reflects a negative balance—whether due to weight discrepancies, charge‑backs, penalties, or otherwise Eshopbox may, without prior notice, withhold or adjust any Cash‑on‑Delivery or other amounts payable to You until the negative balance is fully cured.

    14.2.2 Secured Post‑Paid Model with Rolling Credit Limit

    (a) Rolling Credit Limit. Upon the first recharge and activation of the Wallet, Eshopbox may, at its sole discretion, extend to You a rolling credit limit ("Credit Limit") determined by reference to historical usage, payment behaviour and risk assessment. You may request an increase in the Credit Limit by making additional recharges; approval shall remain subject to Eshopbox’s credit policies.

    (b) Set‑Off Against Remittances. Eshopbox may set off any utilised Credit or other amounts owed by You against remittances (including but not limited to marketplace collections and Cash‑on‑Delivery proceeds) payable or otherwise due to You.

    (c) Invoice Settlement. Upon issuance of each invoice:

    (i) Invoice Exceeds Available Credit. If the invoiced amount exceeds the then‑available Credit, the invoice shall be marked “Unpaid” and displayed as such in the Workspace. You shall recharge the Wallet so that (A) any outstanding Unpaid Amount and (B) the incremental service limit are fully covered. Failure to do so will result in suspension of the Services in accordance with Section 24 (Suspension & Termination).

    (ii) Invoice Equal To or Less Than Available Credit. If the invoiced amount is equal to or less than the available Credit, the invoice shall be deemed paid and the corresponding amount automatically deducted from the Wallet. You may continue to consume the Services using the remaining Credit.

    (d) Negative Wallet Balance. Where the Wallet reflects a negative balance—whether due to weight discrepancies, charge‑backs, penalties, or otherwise—Eshopbox may, without prior notice, withhold or adjust any Cash‑on‑Delivery or other amounts payable to You until the negative balance is fully cured.

    (e) In the event any invoice remains unpaid beyond the applicable due date, Your rolling credit limit shall be automatically reduced to zero, and no further Services shall be accessible on credit until the outstanding dues are cleared.

    14.3 Invoicing and Dispute Resolution

    (a) Issuance. Eshopbox shall generate invoices in accordance with the billing frequency and schedule specified in the applicable Order Form or Workspace.. Unless otherwise agreed, invoices shall be made available through Your Workspace dashboard and shall be deemed received on the date they are made accessible therein.

    (b) Verification & Disputes. You shall examine each invoice and may raise any dispute by submitting a support ticket via the dashboard within fifteen (15) Working Days of the invoice date. Any dispute not raised within that period shall be irrevocably deemed accepted. The parties shall endeavour to resolve all properly raised disputes within twenty (20) Working Days.

    (c) Payment Completion. An invoice shall be considered paid only upon (i) receipt by Eshopbox of the full invoiced amount in immediately‑available funds in its designated bank account, or (ii) automatic deduction of an equivalent amount of Credit from the Wallet.

    (d) Interest on Late Payments. Any undisputed amount not paid when due shall attract interest at the rate 2% per month (Late Payment) from the due date until the date of actual payment.

    (e) Records. Eshopbox’s system logs and transaction records shall, absent manifest error, be prima facie evidence of the amount of Credit purchased, consumed or forfeited and of all payments made hereunder.

    14.4 Committed Purchase Model and Early Exit Charges

    1. During the Commitment Period, You shall pay the Minimum Commitment Fee regardless of the actual Services consumed.

    2. Any usage exceeding the committed amount shall be invoiced at the prevailing rates as per the then-current pricing schedule.

    3. If You terminate this Agreement or an Order Form for convenience during the Commitment Period, or Eshopbox terminates for material breach by You, then You shall immediately pay an Early Termination Charge equal to:
      (i) the unbilled balance of the Minimum Commitment Fee for the remainder of the Commitment Period; and
      (ii) any outstanding Invoices and approved out-of-pocket expenses.

    4. You acknowledge that the Early Termination Charge is a genuine pre-estimate of loss and not a penalty.

    5. Minimum Commitment Fees may be invoiced (i) upfront as a lump sum, (ii) on a monthly or quarterly basis, or (iii) in accordance with any other schedule agreed in the Order Form. Commitment-based discounts, if any, shall only apply if You remain compliant with the payment terms.
      ​​

  15. Intellectual property

    15.1 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, web site, processes, code, technology, software, copyrights, logos, domain names, patents, trade secrets, trademarks, products, and materials.

    15.2 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.

  16. Additional Restrictions

    (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 our 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 our 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.

  17. Customer Property

    (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.

  18. Data Security and Privacy

    The Service is currently provided from India. Registration Information, Account Data, information, Personal Data, and other data (“Data”) is currently stored and processed in India. Eshopbox has implemented and will maintain appropriate physical, electronic, and managerial procedures intended to protect against the loss, misuse, unauthorized access, alteration, or disclosure of Data. These measures include encryption of data during transmission to the Eshopbox Service and encryption of backups of Data and authentication credentials at rest. Eshopbox will use reasonable efforts to promptly notify the Account Owner of any unauthorized access to or use of, Data that comes to Eshopbox's attention. You must immediately notify Eshopbox of any suspected security breach at support@eshopbox.com followed by contacting Eshopbox support. The current Data Security and Privacy Policy can be accessed on the website www.eshopbox.com which are incorporated herein by reference.

    Service Communications and Marketing Messages

    (a) Transactional Messages. Eshopbox may send You and its Authorised Users e-mails, in-app notifications and SMS that are transactional or operational in nature (e.g., security alerts, invoice notices, outage updates). These messages are mandatory and cannot be opted-out while the Agreement remains in force.

    (b) Marketing Messages. Eshopbox may send newsletters, product updates or promotional material. You may opt-out at any time by following the unsubscribe mechanism in each message or via the Notification Preferences panel in the Dashboard.

    (c) Preference Centre. You are responsible for maintaining accurate contact details and communication preferences for its Authorised Users.

    (d) These communications are subject to the Privacy Notice and applicable anti-spam legislation (e.g., Information Technology Act 2000 and rules thereunder).

  19. Confidential Information

    19.1 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.

    19.2 Publicity Rights

    (a) You grants Eshopbox a world-wide, non-exclusive, royalty-free licence during and after the Term to (i) display the Your name and logo on Eshopbox’s website, slide decks and sales collateral, and (ii) publish non-confidential case studies, press releases and testimonials describing You’s deployment of the Services.

    (b) Eshopbox shall follow Your reasonable brand-usage guidelines supplied in writing and shall not portray any endorsement beyond the scope of the licence.

    (c) You may withdraw consent for future use of its trademarks or require modification of published materials by giving thirty (30) days’ written notice; previously created collateral may be used until stock is exhausted.

    (d) Nothing in this clause transfers ownership of either party’s trademarks; each party retains all right, title and interest in its own marks.

    19.2 Exclusion.

    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);

    1. information is publicly known at the time of disclosure;

    2. information received by Recipient without restriction from a third party;

    (d) information published or otherwise made known to the public by Disclosure;

    1. 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.

    19.3 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.

    19.4 Standard of Care

    Recipients shall not use the Confidential Information for any purpose other than as required by these Terms. Recipients shall not disclose the Confidential Information to any third party, other than as required to perform the Eshopbox Services. Recipients 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.

    19.5 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.

    19.6 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.

    19.7 Support Access and Audit Logs

    (a) You authorises Eshopbox personnel to access its account and related data solely (i) to provide technical support, (ii) to investigate security incidents, or (iii) to enforce this Agreement.

    (b) Such access will be role-based, logged, and retained for at least twelve (12) months. Logs will be made available to You upon reasonable written request, subject to redaction of other customers’ data.

    (c) Eshopbox shall notify You in advance of any non-routine access, except where prohibited by law or necessary to mitigate an immediate risk.

  20. Warranty Disclaimers

    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 disclaim 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.​

  21. 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.

    21.1 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.

    21.2 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.

  22. Indemnification

    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.

    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.

  23. Suspension & Termination

    23.1 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.

    23.2 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.

    23.3 Immediate Suspension

    Eshopbox may, with or without prior notice, suspend access to all or any part of the Services if:

    (i) any Invoice remains overdue after the due date;

    (ii) Eshopbox reasonably determines that Your use of the Services (A) poses a security or privacy risk, (B) could subject Eshopbox to third-party liability, or (C) violates applicable law, this Agreement or the Acceptable-Use Policy; or

    (iii) You fail to execute an updated Order Form or policy amendment that is necessary to continue use of the Services..

    Suspension shall not relieve You of its payment obligations, and Eshopbox shall reinstate access promptly after the triggering condition is cured.

  24. Consequences of Termination / Expiration

    24.1 Upon termination or expiration of this Agreement,

    • 24.1.1 Eshopbox shall continue to render the Services under Your Workspace or in Order Form issued prior to the effective date of termination;

    • 24.1.2 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 immediate basis following the termination notice. Eshopbox is not obligated to execute removal or recall order till the time such invoice is paid by You.

    24.2 Dormant Accounts and Data Deletion

    • 24.2.1 An account is deemed “Dormant” if (i) You have logged in and (ii) no API calls have been made, for a continuous period of twelve (12) months

    • 24.2.2 For Dormant accounts Eshopbox may, on thirty (30) days’ e-mail notice, (i) suspend access to the Services and/or (ii) delete or anonymise any associated User Data, excluding data that Eshopbox is legally obliged to retain.

    • 24.2.3 Following deletion under this clause, Eshopbox shall have no obligation to restore any data and shall bear no liability for loss You may suffer as a result.

    • 24.2.4 This clause does not limit Eshopbox’s rights to forfeit unused Wallet Credit after thirty-six (36) months of inactivity (see clause 14.2.1(c)).

  25. General Terms

    • 25.1 Assignment

      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.

    • 25.2 Severability

      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.

    • 25.3 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 support@eshopbox.com and sent via mail to: Attn: Eshopbox E-commerce Private Limited, 5th Floor, Ambience Mall, NH-8, DLF Phase 3, Sector 24, Gurugram Haryana- 122010.

      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 You 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.

    • 25.4. Notice

      Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on Your Workspace or in 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.

    • 25.5 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.

    • 25.6 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 our 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.

    • 25.7 Subcontractors

      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.

    • 25.8 Subpoenas

      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 where permitted to do so.

    • 25.9 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.

    • 25.10 Entire Agreement; Survival

      • This Agreement (including the Order Form(s), Policies, and any Addendum referenced herein) constitutes the entire agreement between the parties with respect to its subject-matter and supersedes all prior proposals, negotiations and communications, oral or written. No terms contained in any purchase order or other document issued by You shall apply unless expressly accepted in writing by Eshopbox.

      • If any provision of this Agreement is held unenforceable, the remainder will continue in full force and effect.

      • Survival. Any clauses which by their nature are intended to survive termination or expiry, including but not limited to provisions relating to fees and payment, intellectual-property ownership, confidentiality, indemnities, limitations of liability, governing law, dispute resolution, and this clause, shall survive.

    • 25.11 Counterparts

      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.