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Terms & Conditions

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TERMS OF SERVICES

This Terms of Service (“ToS”) is a binding agreement between You (“You”/“Your”) and Unicommerce eSolutions Limited (“Unicommerce”). The ToS describes the terms on which Unicommerce offers its Services ( defined below), as may be described in the Service Order Form (defined below) or any other agreement that may be executed between You and Unicommerce, through the its Website www.unicommerce.com (“Website”) and its mobile application (“Mobile App”) (hereinafter collectively referred to as the “Platform”) or otherwise.

This Agreement is an electronic record in terms of Information Technology Act, 2000 and generated by a computer system, and does not require any physical or digital signatures.

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU SIGNIFY YOUR ABSOLUTE, IRREVOCABLE AND UNCONIDTIONAL CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ITS ENTIRETY.

This Agreement is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011.

1. Definitions

1.1 “Access Account” shall mean accounts created for persons authorised by You to access the Services on Your behalf. Such persons may include employees, agents and independent contractors or vendors.

1.2 “Account Information” shall mean information and details that are deemed necessary by Unicommerce to create a Merchant Account which may include Your name, e-mail id, address, bank account details and any other information.

1.3 “Agreement” shall mean Service Order Form or any other agreement executed between You and Unicommerce for the purpose of accessing or availing any Service offered by Unicommerce through its Platform read in conjunction with these Terms of Services, either individually or collectively, as the context may deem appropriate

1.4 “Authorised User” Persons authorised by You to access and use the Platform.

1.5 “Customer Data” means all electronic data, text, messages or other materials, including, without limitation, personal data of Your users such as gender, address, phone numbers, contact details, items purchased, price, customer returns, complaints invoice et al. 

1.6 “Data” shall mean all information and documents provided by You in the course of obtaining the Services under this Service Order Form and shall include Account Information, Customer Data and Transaction Data

1.7 “Documentation” shall collectively mean and include the Service Order Form, thisTerms of Service and material(s) available at support.unicommerce.com.

1.8 Effective Date : This ToS shall be valid and binding with effect from (a) creation of Merchant Account (b) access to any Service by you or any other person who is authorised by you or (c) (c) ) the effective date of the Service Order Form , whichever is earlier

1.9 “Merchant Account” shall mean Your Uniware account.

1.10 “Services” shall mean Unicommerce’s products, services, materials accessed through the Platform and avail of the services provided Unicommerce as described on the Platform from time to time.

1.11 “Platform” shall mean the Website and the Mobile Application.

1.12 “Notice” shall mean Intimation on line.

1.13 “Subscription Term” shall mean the term for which you subscribe to Service as per the Service Order Form or any other agreement.

1.14 “Minimum Commitment Fee” shall mean the minimum commitment fee you shall be responsible to pay as per the Service Order Form or any other agreement that may be executed between You and Unicommerce.

1.15 “Plan” shall mean payment plan/ service plans for each of the Services as described on the Platform or as may be agreed in the Service Order Form or any other agreement that may be executed between You and Unicommerce.

1.16 “Unicommerce’s Policies” shall mean policies of the Company that shall be published on the Platform from time to time.

1.17 “Service” shall mean services offered by Unicommerce on the Platform including but not limited to Uniware, UniReco, Uniship.

1.18 “Service Order Form” shall mean a Service Order Form that is duly executed between You and Unicommerce in relation to any specific service or services that are offered by Unicommerce through its Platform.

1.19 “Transaction Data” shall mean information or documents You provide in relation to each Transaction such as order information, warehouse information, product related information, invoices, delivery status etc.

2. Registration and Access:

2.1 In order to access the Services, You will be required to register Yourself, create and maintain a Merchant Account. You will be required to provide valid and accurate information as may be required by Unicommerce to create the Merchant Account. You shall be responsible to keep Your Account Information updated and accurate at all times. You may authorise any person to have an access to the Merchant account and authorise them to use or update the information/ data on the Merchant Account as may be deemed appropriate. You may create users ids through “Administrator” user id or Unicommerce will create Access Accounts based on the details received from You. You shall be solely liable and responsible for all actions undertaken by such persons accessing or using the Access Account. You shall be solely responsible for updating the Access Account details. You can update the user details of the Access Account by notifying Unicommerce at any time.

2.2 Upon receipt of Your authentication credentials regarding Your account, consisting of a login id and an initial password for each Authorised User. Such Authorised User must change the password to one known only to such user. Each Authorised User must keep the login id and password combination confidential and shall notify Unicommerce promptly of any loss, misuse or unauthorised disclosure of such login credentials. If an Authorised User no longer has need to access the Platform, You shall immediately de-activate the associated credential using its administrative privileges for its account on the Platform. Unicommerce shall not be liable for any damage or loss that may result from Your breach of the foregoing obligations.

2.3 You may directly or through Authorised Persons access the Services through Access Accounts. The access of Service and any activity undertaken though any of the Access Account shall deem to be an action taken by You. You shall be responsible and liable to ensure that the Access Accounts are used only by Authorised Users and such persons are informed about the responsibilities under this ToS.

3. Pricing and Service Plans:

3.1 Unicommerce shall provide Services and provide features, functions, and functionalities as set out in the Service Order Form with reasonable care. Unicommerce shall provide complete API documentation required for You to integrate with its solution and Unicommerce shall provide all relevant support and training.

3.2 Unicommerce may modify the Services, Platform, Documentation, software, and from time to time, including by adding or removing features, functions, and functionalities; provided, however, that it will not materially impact the overall functionality of the Services or the Platform during Your Term, except where such modifications are required for data security reasons or to comply with applicable law(s).

3.3 You will be bound by the Pricing and Plan as agreed in the Service Order Form or as selected on Your Merchant Account as the case may be. You shall comply with all payment terms as set out in the Service Order Form or the Merchant Account.

3.4 Unicommerce shall perform all necessary server management and maintenance services at no additional cost to You. Unicommerce may offer assistance to You in performing tasks which are Your responsibility with respect to the Platform, including but not limited to (i) configuration of the Platform parameters, (ii) verifying or cleansing Your data, (iii) training on the use or configuration of the Platform, (iv) root cause analysis and (v) resolving system issues that are not related to the Platform malfunction, for additional fees as may be mutually agreed.

4. Right to Use the Platform

4.1 You are hereby granted a specific, non-exclusive, non-transferable and limited right to access the Platform and avail the Services and its functionalities that may be updated from time to time. Unicommerce reserves the right to make updates or upgrade to the Platform, Services or the products. Unicommerce will provide information regarding such updates or upgrade from time to time on the Platform or through e mails from time to time. A continued use of the Platform would deem to be an acceptance of such modifications or upgrades. You have an obligation to ensure that the Platform is not used for any illegal or unauthorised transaction.

4.2 You will have the right to upload Data on the Platform through API integration. You will be solely responsible for the reliability, integrity, accuracy and such Data. Unicommerce shall not be responsible for any defect in Services arising out of or on account any incorrect or incomplete Data.

4.3 You acknowledge that the Data will be stored and processed using proprietary database of Unicommerce. You shall not claim any right in respect of the database of Unicommerce. The database of Unicommerce is a proprietary intellectual property of Unicommerce. Nothing contained in this ToS shall expressly or impliedly grant You any right, title or interest in the database of Unicommerce. You shall not decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of the Unicommerce’s Services.

4.4 You are not authorised to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Unicommerce’s services/ platform available to any third party except only in furtherance of the purposes as expressly permitted by this Agreement;

4.5 You shall not or permit others to store, upload, modify, update or share any information / Data that:

4.5.1 is unlawful , facilitates illegal activity, grossly harmful, misleading, harassing, blasphemous defamatory, indecent, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, invasive of personal privacy or otherwise objectionable or any data / content that is contrary to any applicable local, national, and international laws and regulations;

4.5.2 belongs to another person and to which You do not have the right or authority to access, store, use or make available to third parties under any law or contractual or fiduciary relationship or is in contravention of these Agreement or applicable policies.

4.5.3 infringes any patent, trademark, copyright or other proprietary rights;

4.5.4 violates any law for the time being in force;

4.5.5 results in impersonation of any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

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

5. Right to Use the Data

5.1 You hereby authorise Unicommerce to receive, transmit, store, use and process the Data for the purpose of providing the Services. You hereby provide a non-exclusive, worldwide, royalty-free right to use and process the Data to provide, maintain, and improve the existing as well as offer new services to third parties and perform all related obligations owed to You under this Agreement, or as may be required by law.

5.2 You undertake that you have acquired the Data in a legally valid manner and are duly authorised to provide the access to the same to Unicommerce for the purpose of this ToS. You undertake that use and processing of Data by Unicommerce shall not be in breach of any legal or contractual obligation. You shall undertake all measures to ensure that the permission to use the Data is valid during the term of this ToS and it is not violative of any Applicable Law. You shall indemnify Unicommerce against any third party claim or liability.

5.3 You permit and authorise Unicommerce to access and use your Merchant Account and Data for the purpose of technical support, including debugging, analysis, integration, report-making and assist in investigating any complaint. You agree to authorise Unicommerce to duly access your user account on third party platforms or websites for accessing and managing Your e-commerce operations through an automated system. You shall ensure that such access is duly authorised as per the terms of the relevant agreements and applicable law. You shall indemnify Unicommerce against any third party claim or liability in this regard.

5.4 Notwithstanding anything to the contrary in this Agreement, Unicommerce may collect and use any data that is gathered or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services.

5.5 Unicommerce may utilize Customer Data that is gathered or derived from the use of the Services for the purposes of providing, maintaining, and improving its technology, including developing or training artificial intelligence (“AI”) models, offering marketing platform services , services based on data analytics and similar services and features,.  In carrying out these purposes, Unicommerce may combine data collected from different contexts (for example, from Your use of two separate Services). Unicommerce will have the exclusive ownership and title to all system performance data, machine learning algorithms, and aggregated results of such machine learning.

6. Information and Data Security

6.1 Unicommerce sole obligation with respect to information security shall be to provide the Services over the Internet using industry-standard (SSL secure protocol – https) security measures. In case of any complaints or to report a cyber-security incident please write to informationsecurity@unicommerce.com. In case of any breach and/or suspected breach of data and/or compromise of Your systems you shall report within 24 hours of noticing such incident or being brought to notice about such incident. Unicommerce shall promptly assist in undertaking necessary assessment and investigation. Nothing stated herein shall grant a right to You to audit the IT systems or the Information Security Systems. The IT and information security systems are confidential and proprietary to Unicommerce. Provided however, that Unicommerce shall provide full cooperation to address any concerns or assess any misuse or breach of data by users having access to your Merchant Account.

6.2 If any Data is damaged or lost, Unicommerce sole obligation shall be to restore such lost or damaged data to the state it was the previous day or the last back up time whichever is closer to the date on which the loss or damage occurred.

6.3 You may raise a formal request to render your Data inaccessible by writing to us at informationsecurity@unicommerce.com.

6.4 Upon Your formal request, the Data shall be rendered inaccessible, meaning that it will no longer be retrievable or usable by Unicommerce. Unicommerce shall ensure that all necessary measures are taken to deactivate access to the data within thirty (30) days from the date of Your request. Notwithstanding any provision to the contrary in this Terms of Service, You acknowledge and agree that Unicommerce may retain data as necessary to comply with applicable legal and regulatory obligations. You agree that such retained data may include, but is not limited to, records required by law or regulation and data that may be used to develop anonymized new product development or developing insights. This retained data will be handled in accordance with applicable data protection laws.

7. Data Protection & Data Privacy

In relation to all personal data accessed, stored, processed by You on or through the Platform under this Agreement, You shall at all times be responsible for compliance with all applicable data privacy and protection laws with respect to the accessing, storing and processing of the personal data, including the Digital Personal Data Protection Act, 2023 (“Data Privacy Laws”)

8. Warranties

8.1 Unicommerce does not provide any Warranties except as expressly provided herein. Unicommece does not warranty for services or products provided by third party, are provided on a “as is” basis, except any warranties that are provided by such third parties expressly. Unicommerce disclaims all liability for any third party extension or other offering available to you on or through the Platform.

8.2 Unicommerce hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Unicommerce shall make reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. However, Unicommerce does not warrant that any material or function presented on the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform or the server that makes it available are free of viruses or other harmful elements. Unicommerce does not offer a warranty or make any representations regarding the results of the use of the materials in the Platform in terms of their correctness, accuracy, reliability, risk of injury to your computer or commercial advantage to the You.

9. Termination and Suspension

9.1 This ToS shall be valid and binding from the Effective Date until the expiry of the Subscription Term or until your Merchant Account Log-in ceases to be operated by You, whichever is later. In the event that there are more than one Service that is available by you or there are more than one Merchant accounts or more than one Service Order Form or agreement executed between You and Unicommerce, then Parties may terminate or not renew any of the agreements / Service Order Forms executed inter se between the Unicommerce and yourself however this ToS shall remain valid and binding with regards to the subsisting and continuing Agreements.

9.2 Each party shall be entitled to terminate each of the Service Order Form for convenience without paying any termination charges by providing 90 (ninety) days prior written notice to the other party after the Lock-in Period.

9.3 The Subscription Term in each Service Order Form shall automatically renew for a further term that shall be equal to the Initial Subscription Term. You shall not terminate the relevant Service Order Form during the Initial Subscription Term (Lock-in Period). In the event you wish to terminate the Service Order Form at any time during the Subscription Term, You shall give a prior Notice of 60 days in case of a proven material breach due to a default directly attributable to Unicommerce. In the event You terminate the Services within the Lock in Period, for reasons other than material breach by Unicommerce it shall be construed as a material breach and You shall be liable to pay Minimum Commitment Fee (if any) for the remaining period of the Lock In Period (Lock In Amount) as liquidated damages in addition to the dues payable until the date of termination.

9.4 Unicommerce may suspend Your Merchant Account and / or Access Account or restrict access to the Services and Platform immediately, on the following grounds: (i) late payment/non-payment of Fees (ii) Your breach of obligations as laid down under this Agreement, which have not been cured by you with 36 hours after receiving a Notice from Unicommerce; or (iii) Unicommerce becomes aware of security threat or (iv) you do not upgrade the software or provide necessary consents that are necessary for providing the Services or (v) you do not execute a Service Order Form or relevant agreement in respect of relevant Service(s) within 7 (seven) days of commencement of services by Unicommerce.

9.5 You agree that Unicommerce shall not be liable for any loss or damage on account of such suspension or termination. Unicommerce shall not be liable for loss on account of suspension of services for reasons as mentioned in clause 9.4 above. You shall be liable for all losses and damages that may be suffered by Unicommerce on account of wilful act or negligence by You in this regard.

10. Intellectual Property 

10.1 Unicommerce and its licensors retain all right, title, and interest in and to its technology and Usage Data. You acknowledge that the Services are offered as online, hosted solutions, and that You have no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. Unicommerce may freely use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by You or by any other user relating to Unicommerce’s products or services.

10.2 Feedback and any other suggestions are provided by You exclusively “AS IS,” in Your sole discretion, and will not be used by Unicommerce in any way that identifies or permits Your identification. 

10.3 You agree that Your name, logo, feedback, recommendations and case studies may be used by Unicommerce in for any purposes including but not limited to its marketing materials or promotional materials, including its website, ATL and BTL advertisements ( offline and online) etc. , and such rights granted herein shall be worldwide, perpetual.

11. Confidentiality

11.1 Either party hereby agrees and undertakes to maintain utmost confidentiality with respect to all commercial and any other information, documents, data, procedures, processes, papers, plans, statements, trade secrets and/or any such information in connection with the business of the other party, whether written, oral or in any other form including but not limited to any information when disclosed was marked or described as “confidential” (hereinafter referred to as the “Confidential Information”) furnished by one party (‘Disclosing Party’) to the other party (‘Receiving Party’) or which comes within the knowledge or possession of the receiving party or its personnel, as a result of association with disclosing party under this agreement. The receiving party shall take necessary precautions, acceptable to disclosing party to keep the confidential information secret and confidential.

11.2 The Confidential Information shall not be used by the Receiving Party or its personnel for any purpose other than the purposes mentioned under this Agreement and Unicommerce’s Privacy Policy.

a. Notwithstanding anything to the contrary stipulated in this Agreement, the provisions of this Clause shall survive for one (1) year after the last date of disclosure under this Agreement.

b. The restrictions in this Clause do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.

c. Parties further agree that Confidential Information does not include:

i. Information that is proven to be already known by the Receiving Party at the time of disclosure and not being subject to obligations of confidentiality;
ii. Information that becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement or its obligations to a third party;
iii. Information that becomes known to the Receiving Party from a source other than the Disclosing Party on a non-confidential basis; and
iv. Information that can be documented as independently developed by the Receiving Party without use of any portion of the Disclosing Party’s Confidential Information.

The restrictions in this Clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.

d. You also grant Unicommerce the right to disclose to its affiliates / partners / third parties Your Account Information for the purposes permitted under this ToS.

Please review our Privacy Policy, which also governs your visit to Website, to understand our practices. The personal information / data provided to us by you during the course of usage of Website or Service will be treated in accordance with the Privacy Policy and applicable laws and regulations.

11.3 INSIDER TRADING
You expressly acknowledge that some or all the Confidential Information disclosed by Unicommerce is or may be Unpublished Price Sensitive Information (“UPSI”) and such UPSI shall be regulated under SEBI (Prohibition of Insider Trading) Regulations, 2015 and amendments thereunder (“Regulations”). The UPSI disclosed/ divulged by Unicommerce and its employees, consultants, and representatives to You and your employees, consultants, and representatives, will be received and treated by You and your employees, consultants, and representatives as strictly confidential and neither you nor your employees shall not use or communicate any of the UPSI, for any purpose whatsoever, including but not limited to subscribe, buy, sell, deal or agreeing to deal in the securities of Unicommerce or encourage anyone else to do the same. You further ensure that all UPSI shall be kept safe, secured, and always protected from unauthorized access, usage, dissemination, copying, theft, or leakage and shall further be dealt with, in the manner as prescribed under the Regulations.

12. Limitation Of Liability: Under no circumstances, including, but not limited to, negligence, shall Unicommerce be liable for any consequential, indirect, incidental, punitive, extraordinary, exemplary or special damages including without limitation, loss of use, business interruptions, loss of data, loss of profits and loss of revenue that result from the use of, or the inability to use, the tools or features or services offered to You, even if You had advised Unicommerce of the possibility of such damages. In no event shall Unicommerce’s total liability to You for all damages, losses, and causes of action (whether in contract, tort, or any other legal or equitable theory, including but not limited to, negligence or otherwise) exceed the previous month’s actual fee received from You. This limitation of liability clause shall survive any termination or expiry of the relevant Agreement

13. Indemnification: You shall indemnify and hold harmless, Unicommerce, its affiliates, any third party content / networks / infrastructure providers and their respective directors, officers, personnel, contractors and agents, for and against any and all claims, losses, damages, costs and expenses arising out of, or relating to, Your use of the Platform and the Services or Your breach of the Agreement including ToS, Service Order Form or any other agreement or any other restrictions or guidelines provided by Unicommerce. This indemnification obligation will survive at all times.

14. Force Majeure: Unicommerce will have no liability for any failure by it to perform its obligations under these Agreement in the event that such non-performance arises as a result of the occurrence of an event beyond the reasonable control of the Unicommerce, including, without limitation, an act of war or terrorism, natural disaster, restrictions imposed by the central and/or state authorities due to COVID-19, failure of electricity supply, riot, civil disorder, or civil commotion or other force majeure event.

15. Disputes Resolution, Governing Law & Jurisdiction: The terms of this ToS and the related policies and documents shall be governed by and construed in accordance with the laws of India. The courts of New Delhi shall have the exclusive jurisdiction to adjudicate any or all disputes arising out of or in connection with this ToS and the related policies and documents executed between the Parties.

16. Miscellaneous:

(a) Entire Agreement: This ToS, together with Service Order Form , any other agreement executed between the Parties in relation to the Services and Unicommerce’s Policies, constitutes the entire agreement between You and Unicommerce.

(b) In the event of a conflict between the ToS, Unicommerce Policies, Service Order Form or, any other agreement executed between You and Unicommerce then the specific terms of the Service Order Form and/ or , any other agreement executed between you and Unicommerce shall override the Terms of Service and the Unicommerce’s Policies to the extent of the conflict. If You have questions or concerns about the TOS, please contact Unicommerce at legal@unicommerce.com.

(c) Relationship: The Parties intend to create principal to principal relationship and nothing contained in this Agreement shall be construed to make either Unicommerce or Your partners, joint venture parties, principals, agents or employees of the other.

(d) Assignment: You shall not assign or transfer all or any of its rights, benefits or obligations under this Agreement to any third party, including any subsidiary or group company, without obtaining Unicommerce’s prior written approval.

(e) Severability: If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted.

(f) Waiver: No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(g) Amendment: Unicommerce reserves the right to amend this ToS or the Unicommerce Policies at any point in time as per its own discretion and the amended terms shall be effective from the date of such amendment. Your continued use of the relevant Service through the Platform will be deemed acceptance of the amended terms.