I. INTRODUCTION

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

Dotpe is engaged in the business of providing digital solutions through web based digital platform(s) inter-alia through ‘Digital Showroom’ platform (“Dotpe Platform”) which enable the merchants to connect to their customers inter-alia by way of integration of social media platforms, in store ordering & billing system, bank/payment gateways, delivery partners, to create & develop their own website and to create & run their ads, other features as added from time to time (“Dotpe Services”).

Dotpe is a business to business (B2B) company providing technology solutions through the Dotpe Platform, to various business(es). It is hereby clarified that Dotpe 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. Dotpe has developed an exclusive URL (“Dotpe URL”) for each of the merchant listed/registered with Dotpe/Dotpe Platform (“Merchant” or “you” or “your”) in order to provide Dotpe Services to the Merchant / customers of the Merchant / user of the Dotpe URL (“Customer”). Further, Dotpe has developed a mobile application namely ‘Digital Showroom App’ (“Dotpe Mobile App”) for assisting the Merchant(s) inter-alia with respect to registration process with Dotpe and processing of Customer’s orders. Dotpe also assists in developing website for independent domain(s)/URL for Merchants along with various marketing and other features/services as added from time to time.

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

II. REGISTRATION & INFORMATION

All Merchants shall register on the Dotpe Mobile App for offering/selling their products on the Dotpe URL or for other Dotpe 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 Dotpe 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 Dotpe 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 Dotpe 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 Dotpe, then Dotpe 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 DOTPE SERVICES

A.) Digital Ordering and Payment

Ordering:

Dotpe Applications enable the Merchants to offer, sell and take order for their products from the Customers (“Order”), by providing various details of their products.

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 Dotpe 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 on the Dotpe URL.

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.

Dotpe 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 Dotpe.

Pricing:

Merchants shall ensure that the products listed on the Dotpe URL 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.

However, prices of certain products/items may differ on the date of actual delivery. Accordingly, in case the prices are higher or lower on the date of delivery – the differential amount will be paid to or collected from the Customer (as the case may be).

Rewards:

Dotpe 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 Dotpe. In case of any abuse, misuse or fraud by the Merchants with respect to rewards/cashbacks, Dotpe 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 Dotpe URL (through various available modes viz. credit card, debit card and UPI) (“Online Payment”) or through cash on delivery mode directly to the Merchant. These payment modes will solely be decided and modified by Dotpe from time to time without any liability to notify / intimate the Merchant. Dotpe has the right to use only selective payment methods in its sole discretion.

Payment to the Merchant

As a consideration for rendering the Dotpe Services, Dotpe may charge/be paid by the Merchant, the fees / Per Transaction Fixed Charge (PTFC) / Payment Service Charge per transaction (PSC), as decided and informed by Dotpe from time to time. Merchant hereby explicitly permits Dotpe to deduct such charges from Merchant unless Merchant disputes the same. Merchant understands and agrees that such disputes arise from the Merchant may lead to suspension of Merchant account from Dotpe Applications, till the time 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 to Dotpe within the timelines stated under applicable law; the said payment (post deduction of Dotpe charges) is further settled/transferred to the Merchant by Dotpe.

Cancellation

Customers cannot cancel their Order (or any product therein) and the same can only be cancelled by the Merchant if they are unable to serve the Customer for any reason (including but not limited to unavailability of the products/items).

In certain cases (including but not limited to selling illegal products/items), Dotpe shall have the right to cancel the Orders (or any product therein).

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 Dotpe or Merchant, due to any reason (including but not limited to unavailability), the amount equivalent to the price of the cancelled or rejected Order/item along with the applicable GST amount will be refunded to the Customer, which amount will normally be credited within 3-5 business days from the date of cancellation/rejection.

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, then the concerned amount along with the applicable GST amount will be refunded to the Customer, which amount will normally be credited within 3-5 business days from the payment date. Merchant hereby explicitly agrees that Merchant shall not be entitled to any such amount for which Order is not successful.

Limit / Restrictions on Orders

Dotpe and/or 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.

B) Domain Purchase, its Renewal & Transfer

Dotpe provides custom domain for independent domain(s)/URL for Merchants. Merchant can purchase/renew/transfer domains from the Dotpe 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 Dotpe on “as is”, “as available” and “with all faults” basis, and Dotpe 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) Dotpe 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 Dotpe; (vi) Dotpe 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 Dotpe are non-refundable unless otherwise decide by Dotpe; (xi) Dotpe reserves the right to change its prices and fees any time.

In relation to the independent domain(s)/URLs, it is hereby clarified that Dotpe is only a technology provider/website developer and that Dotpe 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. Dotpe 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.

Themes

Dotpe 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 Dotpe 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 Dotpe; (iii) Dotpe reserves the right to levy fees on transfer of themes as it deems fit; (iv) Dotpe 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 Dotpe are non-refundable unless otherwise decide by Dotpe; (viii) Dotpe reserves the right to change its prices and fees any time; and (ix) themes may be automatically renewed unless terminated. Dotpe also provides customisable themes in accordance with the Merchant’s preference, such customisable themes shall be delivered to the Merchant within minimum 15 (fifteen) days from the date of payment, depending on the customisable requests placed by the Merchant.

D) Google Ads Services

Dotpe assist Merchant(s) in creating Google Ads (“Google Ads Services”). Merchant can create and run Google Ads Services from the Dotpe 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 Dotpe on “as is”, “as available” and “with all faults” basis, and Dotpe 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 Dotpe 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) Dotpe 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 Dotpe; (vii) pricing is valid for the purchase term only; and (viii) Merchant shall pay a one- time payment for Google Ads Services as per the plans offered by Dotpe. Google Ads Services cannot be stopped/suspend by Merchant till the payment is consumed for the Google Ads Services; and (ix) Google Ads Services cannot be renewed unless otherwise decided by Dotpe; all amounts paid to Dotpe are non-refundable unless otherwise decide by Dotpe; Dotpe reserves the sole right to change its prices and fees any time.

E) Google Workspace

Dotpe assist Merchant to purchase/renew emails as a workspace solution (“Google Workspace”) from the Dotpe 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 Dotpe on “as is”, “as available” and “with all faults” basis, and Dotpe 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) Dotpe 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 Dotpe; (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 Dotpe are non-refundable unless otherwise decide by Dotpe; and (xi) Dotpe reserves the sole right to change its prices and fees any time.

F) Ecommerce Pack

Merchant can purchase a combined package for updating their offline stores to online or can upgrade their exiting account with e-commerce pack (“Ecommerce Pack”). Ecommerce Pack includes various features (as updated by Dotpe from to time) which can be obtained from the Dotpe 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 Dotpe 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 Dotpe whereas the downgrade of theme/subscription plan can be accessed without any extra charges however at the discretion of Dotpe and without any refund of the amount paid. Dotpe 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 Dotpe. (ii) Merchant hereby acknowledges and agree that the services provided in Ecommerce Pack are provided by Dotpe on “as is”, “as available” and “with all faults” basis, and Dotpe 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) Dotpe 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 Dotpe; (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) Dotpe reserves the sole right to change its prices and fees any time.

IV. OTHER TERMS AND CONDITIONS

Dotpe’s Limited Liability & Disclaimer:

Dotpe does not provide or make any representation, warranty or guaranty, express or implied, about the Dotpe Services, Dotpe Platform, Dotpe URL and Dotpe Mobile App, 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 Dotpe, 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 Dotpe Services, Dotpe Platform, Dotpe URL and Dotpe Mobile App.

Dotpe 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.

Dotpe 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 Dotpe Applications, nor does it implicitly or explicitly support or endorse the sale or purchase of any product(s) or service(s) on the Dotpe Applications.

Dotpe 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 Dotpe 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. Dotpe shall not be 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, Dotpe shall notify the complaints to the Merchant. The Merchant shall be liable for redressing Customer’s complaints at the earliest. Dotpe 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.

Dotpe has no role and responsibility in the actual sale, delivery or fulfilment of the Orders, and Dotpe only provides a platform for facilitating Orders. Further, Dotpe 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 Dotpe Applications shall be based on the information provided by the Merchant, and Dotpe 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 Dotpe and undertaking Dotpe Services, Dotpe may collect certain personally identifiable information about the Merchant such as name, email address, mobile phone number, contact details and bank account details.

Dotpe 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. Dotpe 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, Dotpe has framed a privacy policy (“Privacy Policy”) which inter-alia applies to the users of the Dotpe Applications and other Dotpe platforms. 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 https://digitalshowroom.in/privacy-policy.

V. MISCELLANEOUS

Limited Sub-License:

Dotpe grants you a limited sub-license to access and make personal use of the Dotpe Applications and not to modify it, or any portion of it, except with express written consent of Dotpe. This license does not include any resale or commercial use of Dotpe Applications or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of Dotpe 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. Dotpe 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 Dotpe. It is hereby clarified that Dotpe shall not be responsible for any copyright or intellectual property issue in relation to the suggested product images (as available on the Dotpe Applications) and in relation to the product images uploaded by the Merchant.

Eligibility:

Services of the Dotpe Applications will be available to only in select geographies in India. 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 Dotpe Applications. If you are a minor, you may use the Dotpe Applications only under the supervision of a parent or legal guardian who agrees to be bound by these T&Cs.