Digital Showroom Terms & Conditions

I. INTRODUCTION

MRK Industries  Private Limited (“MRK Industries ” or “we” or “our”) is a private limited company incorporated under the provisions of Companies Act, 2013.

MRK Industries  is inter alia engaged in the business of providing digital solutions through web based digital platform(s) through ‘Digital Showroom’ platform (“DS Platform”) which primarily provides a platform that enables merchants to unify their e-commerce activities including by providing a range of tools for merchants to build and customize online stores, facilitating & enhancing their websites and creating & running advertisements through DS Platform (“DS Services”).

MRK Industries  is a business to business (B2B) company providing technology solutions through the DS Platform, to various business(es)/merchants/customers (“Merchant” or “you” or“your”). It is hereby clarified that MRK Industries  is not performing, controlling, instructing any activity/job or providing services which may tantamount to it being a reseller, seller, retailer, stockiest and/or distributor. Further, MRK Industries  has developed a mobile application namely ‘Digital Showroom App’ (“DS Mobile App”) for assisting the Merchant(s) inter-alia with respect to registration process with MRK Industries  and processing of customer’s orders.

These terms and conditions (“T&Cs”) shall govern access/use of the DS Platform and DS Mobile App (together referred as the “DS Applications”) and/or obtaining of DS Services by the Merchant; accordingly, please read these T&Cs carefully before accessing or using the DS Applications and/or DS Services. If you do not agree to these T&Cs, you shall not use the DS Services / DS Applications and/or register yourself as a Merchant. By using the DS Services / DS Applications, you signify your unconditional acceptance to these T&Cs and other MRK Industries  policies (as framed by MRK Industries  from time to time).

II. REGISTRATION & INFORMATION

All Merchants shall register on the DS Applications for offering/selling their products or for other DS Services which require registration. Registration includes (but is not limited to) completing the on-boarding process, providing necessary KYC documents and linking your bank account.

Merchant shall always provide true, accurate, valid, correct, complete and up to date information on the DS Applications. Such information shall include (and not be limited to) pricing, inventory, menu, customer data, inputs, bites, discount, taxes and other information as requested by MRK Industries  from time to time. Merchant shall solely be liable and responsible to provide such data / information, and all changes therein.

Merchant shall at all times: (a) strictly comply with all applicable laws, now or hereafter in effect, relating to its performance of these T&Cs; (b) pay all fees and other charges required by such applicable law; and (c) obtain and maintain in full force and effect all licenses, permits, authorizations, registrations and qualification from any authority to the extent necessary to perform its obligations hereunder.

Merchant shall solely be responsible for payment of all applicable levies, duties, taxes and alike charges in relation to the products and services. This includes and is not limited to payment of GST.

In the event MRK Industries  believes/notices that the Merchant is involved in any fraudulent activity/transaction or in any activity which is in breach of applicable law, these T&Cs or any other policy of MRK Industries , then MRK Industries  would inter-alia have the right to withhold the amounts to be received by the Merchant from its customer(s) and/or suspend your account till the resolution of the matter/dispute.

III. SPECIFIC T&CS FOR DS SERVICES

A.) Digital Ordering and Payment

Ordering:

DS Applications enable the Merchants to offer, sell and take order for their products and services from the customers (“Order”), by providing various details of their products/services on their respective website/online store.

Merchant shall be solely liable for quality, efficiency, availability and merchantability of its products and services. Further, Merchant shall not offer, sell or deliver any products or services through the DS Applications, which are illegal, banned, restricted or which are not in compliance with applicable laws.

Self pick-up / Delivery:

Customers shall have the option of self pick-up of the Orders from the Merchant’s store, or getting the Order delivered to their address provided by them.

Please note that delivery of the Orders shall be done by the Merchant himself (or through a third party), hence the Merchant shall be solely liable and responsible in relation to delivery of the Orders to the customers.

MRK Industries  does not provide delivery services, hence shall not be liable and responsible in relation to the delivery of the Orders to the customers.

All disputes in relation to the delivery of Orders shall be directly settled by the Merchant with the customers, without the intervention of MRK Industries .

Pricing:

Merchants shall ensure that the products listed on their respective website/online store are sold at MRP, unless otherwise specified.

Typically, the price mentioned at the time of ordering will be the charged on the date of the delivery.

Rewards:

MRK Industries  may, in its sole discretion, provide rewards/cashbacks to any or all Merchants as per its internal policies.

All aspects/policies pertaining to the aforesaid rewards/cashbacks (including but not limited to introduction, amount, criteria, mode, modification, payment and withdrawal) shall be solely decided by MRK Industries . In case of any abuse, misuse or fraud by the Merchants with respect to rewards/cashbacks, MRK Industries  shall have the right to hold and/or adjust the payment of the Merchants.

Payment by the Customers:

Customers shall have the option to make payment for their Orders on the Merchant’s website through various available modes enabled by the Merchant in its sole discretion. Additionally, these payment modes can solely be decided and modified by MRK Industries  from time to time without any liability to notify / intimate the Merchant.

Payment to the Merchant

In consideration for rendering the DS Services, MRK Industries  reserve the right to charge the Merchant fees, including but not limited to the fees / per transaction fixed charge (PTFC) / payment service charge per transaction (PSC), as decided and informed by MRK Industries  from time to time. The Merchant hereby explicitly permits MRK Industries  to deduct such charges from Merchant. The Merchant understands and agrees that any disputes arising from transaction or fees may result in suspension of Merchant’s account from DS Applications, until such disputes are resolved between the parties.

Please note that the online payments are facilitated through third party payment gateway/payment aggregator/payment partners/partner banks, who further settles/transfers the payment (post deduction of MRK Industries  charges) within the timelines stated under applicable law.

Cancellation or Rejection of the Order / Items

For pre-paid Orders, in the event of any cancellation or rejection of the Order or any particular item(s) in the Order by Merchant, due to any reason (including but not limited to unavailability), it is understood that the resolution of such cancellations or rejections is to be handled directly between the Merchant and the customer. MRK Industries  shall not be held liable or responsible for the cancellation/refund of Orders.

If amount is debited however Order is not successful

For pre-paid Orders, if the amount for an Order / item therein is debited from the customer’s account/card however the Order is not successful or completed for any reason, the customer is advised to directly contact the Merchant for resolution. MRK Industries  shall not be responsible for the failure of the Order processing or any related refund issues, and the resolution of such matters lies solely between the Merchant and not MRK Industries . Merchant hereby explicitly agrees that Merchant shall not be entitled to any such amount for which Order is not successful.

Limit / Restrictions on Orders

Merchant reserves the right to put necessary limits / restrictions on the Orders, including but not limited to limit on number of Orders by a particular customer and minimum & maximum value of the Orders. MRK Industries  shall not be held liable for any such restrictions or limitations set by the Merchant.

B) Domain Purchase, its Renewal & Transfer

MRK Industries  acts as a domain(s)/URL reseller for Merchants. Merchant can purchase/renew/transfer domains from the DS Platform inter-alia basis the following conditions: (i) Merchant understands and acknowledge that use of domain by the Merchant shall be subject to the terms and conditions imposed by ICANN and accredited registrars (as amended from time to time); (ii) Merchant hereby acknowledges and agree that the domain services herein provided by MRK Industries  on “as is”, “as available” and “with all faults” basis, and MRK Industries  hereby disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement; (iii) Merchant shall not use the domain/site for any illegal, false, abusive, fraudulent or likewise activity; (iv) MRK Industries  reserves the right to deny, cancel, terminate, suspend, cease access, lock, or modify access to the domain for any reason whatsoever; (v) domain cannot be resold, transferred or combined with any other offer without the prior written consent of MRK Industries ; (vi) MRK Industries  reserves the right to levy fees on transfer of domain/site as it deems fit; (vii) pricing is valid for the purchase term only; (viii) product renewal pricing is subject to change; (ix) domain may be automatically renewed unless terminated; (x) all amounts paid to MRK Industries  are non-refundable unless otherwise decide by MRK Industries ; (xi) MRK Industries  reserves the right to change its prices and fees any time.

In relation to the independent domain(s)/URLs, it is hereby clarified that MRK Industries  is only a technology provider and that MRK Industries  does not perform, control, instruct any activity/job or provide services through the independent domain(s)/URLs and Merchant(s) have the complete control of the independent domain(s)/URLs and the content being shown thereon. MRK Industries  is not responsible for determining whether the independent domain name(s)/URL selected or used by Merchant or others, infringes legal rights of others. It is sole responsibility of Merchant to know/determine whether the domain name(s) selected or used by the Merchant or others infringes the legal rights of others. Merchant(s) has the complete autonomy and control over the content and operations of their websites.

C) Themes

MRK Industries  provides custom themes for the website of the Merchant. Merchant can purchase different themes and feature for the Merchant website inter-alia on the following conditions: (i) Merchant acknowledges and agree that the themes are provided on “as is”. “as available” and “with all faults” basis, and MRK Industries  hereby disclaims all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non- infringement; (ii) themes purchased cannot be resold, transferred or combined without the prior permission of the MRK Industries ; (iii) MRK Industries  reserves the right to levy fees on transfer of themes as it deems fit; (iv) MRK Industries  reserves the right to deny, cancel, terminate, suspend, cease access, lock, or modify access to the theme for any reason whatsoever; (v) pricing is valid for the purchase term only; (vi) product renewal pricing is subject to change; (vii) all amounts paid to MRK Industries  are non-refundable unless otherwise decide by MRK Industries ; (viii) MRK Industries  reserves the right to change its prices and fees any time; and (ix) themes may be automatically renewed unless terminated. MRK Industries  also provides customisable themes in accordance with the Merchant’s preference, such customisable themes shall be delivered to the Merchant within a timeframe communicated by MRK Industries  from the date of payment, depending on the customisable requests placed by the Merchant.

D) Google Ads Services

MRK Industries  act as a Google Ads platform provider to the Merchant (“Google Ads Services”). Merchant can create and run Google Ads Services from the DS Platform inter-alia basis the following conditions: (i) Merchant understands and acknowledge that Google Ads Services will be subject to the terms and conditions imposed by Google (as amended from time to time); (ii) Merchant hereby acknowledges and agree that the Google Ads Services herein provided by MRK Industries  on “as is”, “as available” and “with all faults” basis, and MRK Industries  hereby disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement; (iii) Merchant shall not use the Google Ads Services for any illegal, false, abusive, fraudulent, prohibited items (as updated by MRK Industries  from time to time) or likewise activity/products; (iv) Google reserves the right to suspend the Google Ads Services at any time without any prior notice / intimation; (v) MRK Industries  reserves the right to deny, cancel, terminate, suspend, cease access, lock, or modify access to the Google Ads Services for any reason whatsoever; (vi) Google Ads Services cannot be resold, transferred or combined with any other offer without the prior written consent of MRK Industries ; and (vii) pricing is valid for the purchase term only. Google Ads Services cannot be stopped/suspended by the Merchant till the payment is consumed for the Google Ads Services; all amounts paid to MRK Industries  are non-refundable unless otherwise decide by MRK Industries ; MRK Industries  reserves the sole right to change its prices and fees any time.

E) Google Workspace

MRK Industries  act as a google workspace provider to the Merchant for any purchase/renewal emails as a workspace solution (“Google Workspace”) from the DS Platform inter-alia basis the following conditions: (i) Merchant hereby understands and acknowledge that use of Google Workspace by the Merchant will be subject to the terms and conditions imposed by Google (as amended from time to time); (ii) Merchant hereby acknowledges and agree that the Google Workspace services herein provided by MRK Industries  on “as is”, “as available” and “with all faults” basis, and MRK Industries  hereby disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement; (iii) Merchant shall not use the Google Workspace for any illegal, false, abusive, fraudulent or likewise activity; (iv) MRK Industries  reserves the right to deny, cancel, terminate, suspend, cease access, lock, or modify access to the Google Workspace for any reason whatsoever; (v) Google Workspace cannot be resold, transferred or combined with any other offer without the prior written consent of MRK Industries ; (vi) Google Workspace is provided on yearly basis only; (viii) pricing is valid for the purchase term only; (viii) product renewal pricing is subject to change; (ix) Google Workspace may be automatically renewed unless terminated; (x) all amounts paid to MRK Industries  are non-refundable unless otherwise decide by MRK Industries ; and (xi) MRK Industries  reserves the sole right to change its prices and fees any time.

F) Subscriptions and Plans (Ecommerce Pack)

Merchant can purchase a combined package for updating their offline stores to online or can upgrade their existing account with e-commerce pack (“Ecommerce Pack”). Ecommerce Pack includes various features (as updated by MRK Industries  from time to time) which can be obtained from the DS Platform inter-alia basis the following conditions: (i) The Merchant understands that the Ecommerce Pack is a paid subscription plan that is being taken by the Merchant voluntary, with free consent and without any coercion or compulsion. The amount paid for Ecommerce Pack is inclusive of applicable taxes. The Merchant hereby agrees and understand that MRK Industries  has no refund policy. Once subscription is purchased, money will not be refunded to the Merchant. The upgradation of subscription plan is possible subject to payment of the differential amount and at the discretion of MRK Industries  whereas the downgrade of theme/subscription plan can be accessed without any extra charges however at the discretion of MRK Industries  and without any refund of the amount paid. MRK Industries  reserves the right to modify, amend or cancel any offer, subscription plan, terms of Ecommerce Pack or subscription fees, as per its sole discretion with or without intimation to the Merchant. Subscription charges are subject to revision or increase from time to time as decided by MRK Industries ; (ii) Merchant hereby acknowledges and agree that the services provided in Ecommerce Pack are provided by MRK Industries  on “as is” , “as available” and “with all faults” basis, and MRK Industries  hereby disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement; (iii) Merchant shall not use the Ecommerce Pack for any illegal, false, abusive, fraudulent or likewise activity; (iv) MRK Industries  reserves the right to deny, cancel, terminate, suspend, cease access, lock, or modify access to the Ecommerce Pack for any reason whatsoever; (v) Ecommerce Pack cannot be resold, transferred or combined with any other offer without the prior written consent of MRK Industries ; (vi) pricing is valid for the purchase term only; product renewal pricing is subject to change; (vii) Ecommerce Pack may be automatically renewed unless terminated; and (viii) MRK Industries  reserves the sole right to change its prices and fees any time.

IV. OTHER TERMS AND CONDITIONS

MRK Industries ’s Limited Liability & Disclaimer:

MRK Industries  does not provide or make any representation, warranty or guaranty, express or implied, about the DS Services and DS Applications, and to the fullest extent permitted by law disclaims all liability arising out of the Merchant’s use or reliance upon the same.

In addition to other limitations and exclusions in these T&Cs, in no event shall MRK Industries , its directors, officers, employees, agents or other representatives be liable for any direct, indirect, special, incidental, consequential, or punitive damages, or any other damages of any kind, arising out of or related to DS Services and DS Applications.

MRK Industries  shall not be liable to the customers for any product(s) or service(s) provided by the Merchant, or any liability in relation thereto. All claims pertaining to the same shall be directly settled by the Merchant.

MRK Industries  neither makes any representation or warranty as to specifics (such as quality, value, saleability, merchantability, etc.) of the product(s) or service(s) sold or offered to be sold or purchased on the DS Applications, nor does it implicitly or explicitly support or endorse the sale or purchase of any product(s) or service(s) on the DS Applications.

MRK Industries  accepts no liability for any error, omission, breach or non-performance, whether on behalf of itself or third parties (including the Merchant).

Any contract for sale of any product(s) or service(s) on DS Applications shall strictly be a bipartite contract between the Merchant and customer. Merchant shall solely be responsible for order fulfilment, sale, efficacy, quality, quantity, merchantability, delivery and all other issues. MRK Industries  shall not be held liable or responsible for any such aspects/issues and for any loss/damage in relation thereto, and in case of complaints from the customer pertaining to such aspects/issues, MRK Industries  shall notify the complaints to the Merchant. The Merchant shall be liable for redressing customer’s complaints at the earliest. MRK Industries  shall not be liable in case Merchant does not satisfactorily address said complaints. Customers shall have the right to initiate appropriate legal action against the Merchant.

MRK Industries  has no role and responsibility in the actual sale, delivery or fulfilment of the Orders, and MRK Industries  only provides a platform for facilitating Orders. Further, MRK Industries  shall also not be responsible for any payment related issues at Merchant’s or customer’s end (including but not limited to chargeback or refund related issues).

Details of the items, products, menu, price list, etc. available on the DS Applications shall be based on the information provided by the Merchant, and MRK Industries  shall not be responsible for any change or cancellation or unavailability.

In addition to the above terms, the terms and conditions of the Merchant (if any) shall also be applicable in relation to the transactions specified in these T&Cs. Merchant shall inform such terms and conditions to the customer in advance.

Privacy / Data Protection:

In the process of registration with MRK Industries  and undertaking DS Services, MRK Industries  may collect certain personally identifiable information about the Merchant such as name, email address, mobile phone number, contact details and bank account details.

MRK Industries  is committed to protect the personal information of the Merchants and to take all reasonable precautions for maintaining confidentiality of the Merchant’s personal information. MRK Industries  has adopted reasonable security practices and procedures that are commensurate with the information assets being protected and with the nature of our business and to include, technical, operational, managerial and physical security control measures so as to protect the personal information in its possession from loss, misuse and unauthorized access, disclosure, alteration and destruction.

In this regard, MRK Industries  has framed a privacy policy (“Privacy Policy”) which inter-alia applies to the users of the DS Applications and other DS Platform. This Privacy Policy has been published in accordance with the (Indian) Information Technology Act, 2000 and the rules/regulations framed thereunder, including the (Indian) Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and is available on DS Platform.

V. MISCELLANEOUS

Limited Sub-License:

MRK Industries  grants you a limited sub-license to access and make personal use of the DS Applications and not to modify it, or any portion of it, except with express written consent of MRK Industries . This license does not include any resale or commercial use of DS Applications or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of DS Applications or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. DS Applications or any portion thereof shall not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of MRK Industries . It is hereby clarified that MRK Industries  shall not be responsible for any copyright or intellectual property issue in relation to the suggested product images (as available on the DS Applications) and in relation to the product images uploaded by the Merchant.

Eligibility:

Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including un-discharged insolvents etc. are not eligible to use the DS Applications. If you are a minor, you may use the DS Applications only under the supervision of a parent or legal guardian who agrees to be bound by these T&Cs.

Indemnification:

You agree to defend, indemnify and hold harmless MRK Industries , its employees, directors, officers, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, which may result in any loss, damage or liability to MRK Industries , customer or to any third party, on account of (including but not limited to) breach of any warranties, representations or undertakings, or in relation to the nonfulfillment of any of your obligations under these T&Cs, or arising out of your violation of any applicable laws, regulations.

Electronic Record:

This document is an electronic record in terms of Information Technology Act, 2000 and the rules made thereunder, as applicable and as amended from time to time.

Modification:

MRK Industries  reserves the right to modify or change these T&Cs and other MRK Industries  policies at any time by posting changes on the DS Applications/website, and you shall be liable to update yourself of such changes. Your continued usage of the services after any change is posted constitutes your acceptance of the amended T&Cs/policies.

Termination:

MRK Industries  may terminate this agreement / T&Cs at any time and may do so immediately without notice, and accordingly deny you access to the DS Applications. Any such termination will be without any liability to MRK Industries .

Severability:

If any of the provisions of these T&Cs should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these T&Cs are intended to be effective, then to the extent and within the jurisdiction where that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining T&Cs shall survive, remain in full force and effect and continue to be binding and enforceable.

Governing Law and Jurisdiction:

Without prejudice to the above, these T&Cs shall be construed in accordance with the applicable laws of India, and the Courts at Gurgaon, Haryana shall have exclusive jurisdiction in any proceedings arising out of these terms and conditions/between MRK Industries  and the Merchant.