Fyaril's General Terms and Conditions
YOUR USE OF THIS PLATFORM IS SUBJECT TO THESE GENERL TERMS AND CONDITIONS (“TERMS OF USE”) AND THE PRIVACY POLICY (“PRIVACY POLICY”) OF OUR PLATFORM (HEREINAFTER COLLECTIVELY REFERRED TO AS “AGREEMENT”). BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, AS UPDATED FROM TIME TO TIME.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE PLATFORM.
a. “You” or “Your” or “User” or “Viewer” means the user of the Platform as per the terms and conditions of this Agreement.
b. “Fyrail” or “Company” or “We”, “Our” and “Us” means the Fyaril AB and its group of companies having registration number as 559347-9032, under the applicable laws of Sweden and having its registered office at Reallinjen 22 22473 Lund, Sweden.
c. “Platform” means the e-commerce marketplace platform which includes any of Our websites such as www.fyaril.com www.fyaril.de www.fyaril.cz www.fyaril.co.in www.fyaril.dk www.fyaril.es www.fyaril.eu www.fyaril.fr www.fyaril.in www.fyaril.nl www.fyaril.se www.fyaril.shop www.fyaril.co.uk www.fyaril.be www.fyaril.ch www.fyaril.it, including any social media platform and any related mobile application and mobile site, developed and owned by the Fyaril for Users.
d. “Vendor” means, wherever applicable in this Agreement, You as a User of the Platform who has registered to obtain a Vendor account with Us to sell Your goods and products to other Users on the Platform.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
I. CONSENT
1. By accessing and using this Platform, You provide Your specific consent to this Agreement and provide Us consent to use and collect the information provided by You. Please Note that for any information provided by You during the use of the Platform, it will be deemed that:
a. You are above 18 years of age.
b. You understand that You have provided specific consent to Us to collect and process the information or images provided by You, or other content including but not limited to your personal and sensitive information including but not limited to your Name, Occupation, Age, Sex, E-mail Address, Phone, Mailing Address, Interests, Interested Services, budget, server credentials to the third party interfaces through API (Application Programmable Interface) or any other electronic interface, URLs you came from and go to, your browser and operating system information, your internet protocol address, your mobile provider, your mobile device, your Internet Service Provider, etc provided by you.
c. The consent provided by You is the basis for lawful processing under applicable law including but not limited to data protection legislations.
d. You have read and understood the terms and conditions this Agreement and are aware that the collection and processing of Your information will be subject to the same.
II. DATA PROTECTION AND PROCESSING
1. You acknowledge and agree to comply with applicable data protection laws, rules and regulations governing the collection, use, protection, breach notification, retention, disclosure of Personal Information including but not limited to Information Technology Act, 2000 and the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011, if applicable,, including any requirements applicable to storage or cross-border transfer of Personal Information outside India
2. For the purpose of this Agreement, You further acknowledge and agree that the General Data Protection Regulations (EU GDPR) with respect to protection and processing personal data shall be applicable (PLEASE REFER TO THE PRIVACY POLICY ON OUR PLATFORM FOR MORE DETAILS AND CLARIFICATIONS).
3. Any User Submission (as defined below) as submitted by You may be used and/or transferred by Us to Our affiliates or third parties whom we hire for the purpose of processing such User Submissions in relation to the Agreement.
4. Further, You acknowledge and agree that Vendor’s buyers shall also be required to Submit their personal data for the purpose of buying Vendor goods/services. In this regard You agree that You shall not use any buyer personal data (including contact information) for any purpose other than processing orders or providing customer service in connection with buyer order. Generally, You shall not use such data in any way inconsistent with applicable law. You are contractually bound to manage and secure the buyer personal data and must keep buyer personal data confidential at all times. Vendor shall ensure to delete any and all personal data of the buyer upon their explicit request to the Vendor.
5. Collection of data/information- The Platform may enable you to send, post, upload, transmit or otherwise submit to the Platform or otherwise display or exchange (including, without limitation, with other Platform Users) on or via the Platform (collectively, "Submit"), any information, images, or other content including but not limited to your personal and sensitive information including but not limited to your Name, Occupation, Age, Sex, E-mail Address, Phone, Mailing Address, Interests, Interested Services, budget, URLs you came from and go to, your browser and operating system information, server access keys, API login credentials, your internet protocol address, your mobile provider, your mobile device, your Internet Service Provider, etc (collectively, your "User Submissions"). In some cases, the User Submissions that we collect will also include special categories of data, such as diversity related information (including data about racial and ethnic origin, political opinions, religious beliefs and other beliefs of a similar nature, trade union membership and data about sexual life and sexual orientation), or health data and data about alleged or proven criminal offences in each case where permitted by law. These User Submissions are generally provided by you when you register on the Platform or are specifically requested to enter User Submissions on the Platform in any other manner or is collected by Us while you access the Platform to sell Your products/services to buyers.
6. Legal Grounds for collecting/processing User Submission: You acknowledge that the specific consent provided by you with respect to the User Submissions is the legal ground in furtherance of which we collect/process Your data. We may, if it so requires, collect/process the User Submissions on the basis of other legal grounds including but not limited to performance of contract, legitimate interest, legal obligation, etc. When you Submit (or attempt to Submit) your User Submissions on or through the Platform, you automatically grant Us and Our affiliates, perpetual, worldwide, unconditional, unrestricted, fully-paid, royalty-free, transferable, fully sub-licensable to multiple tiers of sub-licensees, non-exclusive right and license to display, publicly perform, distribute (including, without limitation, through third- party websites, blogs, microblogs and other social networking media and Internet resources), store, transcode, host, cache, maintain, broadcast, webcast, podcast, transmit, distribute, tag, track, reproduce, edit, modify, format, re-format, link to and from, translate, delete, create derivative works, combine with other content, categorize, and/or otherwise use, reuse and/or otherwise exploit your User Submissions without the requirement for any compensation to You or anyone else, or the need to require additional consent from you or anyone else, or the need to provide prior notification or any credit to You or anyone else.
7. Security of User Submissions: We take reasonable steps to help protect and secure your User Submissions. However, no data storage or data transmission over the internet, or by other means, can be guaranteed to be secure. Thus, while We strive to protect Your personal data, We cannot ensure or warrant the security of any information you transmit to us. Therefore, you understand, acknowledge, and agree that you transmit certain personal information to the Platform at your own risk. If you have any questions or comments regarding the Our Platform’s Privacy Policy, please contact us at the address below.
III. REGISTRATION AND POST REGISTRATION OBLIGATIONS
1. As a User, You might have the option of registering yourself with Us and create a username and password. If your choose to register the provisions under this clause shall be applicable.
2. During registration You are required to give information (including name, email address, zip code, birth date, e-mail address, picture, phone number, business, profession, area of practice, territory of operations etc.) which will be necessary for efficient functioning of the Platform. Such information shall be retained by Us at all times for audit purposes and for preventing any fraudulent acts by any Users of the Platform in the future.
3. While registering, true and real names and information should be provided, and We need Your help to keep it that way. You shall comply with the following obligations relating to registering and maintaining the security of Your account:
i. You will not provide any false personal information on the Platform or create an account for anyone other than yourself without permission.
ii. You consent to providing Your personal or sensitive personal information as required by the Platform.
iii. If We disable Your account, You will not create another one without our permission.
iv. You will not use the Platform if You are a convicted sex offender.
v. You will keep Your contact information accurate and up-to-date.
vi. You will not share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account.
vii. You will not transfer Your account (including any page or application You administer) to anyone without first getting Our written permission.
viii. If You select a username or similar identifier for Your account, we reserve the right to remove or reclaim it if we believe it is inappropriate (such as when a trademark owner complains about a username that does not closely relate to a User's actual name).
4. If You are a Vendor- If You wish to be a Vendor on the Platform, apart from this present clause being applicable to You, You shall have an additional step prior to the formal registration to comply with which is as follows-
a. First You have to apply for a Vendor account or You may receive invitation from Fyaril to become a seller on Our Platform
b. Please note that while applying for the Vendor account You shall be providing certain personal and corporate information and data as required by Us, which as per the terms and conditions of the Agreement, You consent to providing.
c. Upon submitting the application, We shall inspect and scrutinize the same basis the compliances of applicable laws and the Company policies and terms and conditions.
d. If We in our opinion, You are eligible to become a vendor on the Platform, We shall provide Our approval for the same.
e. On receiving such approval, You will be provided login username and password to the Vendor portal.
5. Post Your registration on the Platform (only applicable if You are a Vendor) You shall comply with the following obligations as prescribed and required by Us:
i. Complete the basic Know Your Customer (KYC) process within 7 (seven) days from the date of registration. In the event, KYC compliance is not carried out by You and completed in the stipulated time, You shall not be allowed to sell Your goods and services on the Platform.
ii. As and when required completion of KYC process for exporting Your good and products for the sake of receiving export benefits. However, it is agreed that We shall not be held liable or responsible for any non-compliance or default on Your part.
iii. Upload Your inventory and submit the same for Our approval within 7 (seven) days from the date of registration
iv. Update the system or Your profile pro-actively on the Platform when there is any change in the particulars of Your goods and products
v. Respond to update request from Us from time to time without any delay
vi. Keep your inventory up to date, current at all times
IV. RESTRICTED ITEMS
1. Further You shall not host, display, upload, modify, publish, transmit, update or share any information that -
i. belongs to another person and to which the User does not have any right to;
ii. is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, nudity, prostitution, dating, escort services, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
iii. harm minors in any way;
iv. infringes any patent, trademark, copyright or other proprietary rights;
v. violates any law for the time being in force;
vi. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
vii. impersonate another person;
viii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
ix. threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation
x. Any third party agreements made by You
xi. is livestock, animals etc.
xii. is body, body organs or parts or body fluids etc.
xiii. are medical devices, healthcare devices etc.
xiv. activities in relation to insurance, financial services etc.
xv. is currency or fake or counterfeit currency
xvi. are drugs, medicines, narcotics, alcohol, tobacco, steroids, banned supplements or any related products
xvii. are weapons, ammunitions, explosives, firearms, lighters, flamethrowers etc.
xviii. are pesticides, harmful chemicals and disinfectants
xix. are pirated digital and/or print media, copied, reverse engineered, pirated or counterfeit products
xx. are activities involving or related to fraudulent services, scams, multi-level marketing, pyramid schemes, chitfunds etc.
V. PLATFORM LICENSE
1. In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You a revocable, non-exclusive, non-transferable, non- assignable, worldwide, royalty-free rights and license to use the Platform solely in order to buy and sell goods and products (“Purpose”).
2. Without limiting the generality of the foregoing, You will use the Platform only for the said Purpose set forth herein, and, further, You expressly agree that You DO NOT have rights to, without Our express prior written consent:
i. own title, or transfer title to the Platform to another party;
ii. distribute, or sublicense or otherwise provide copies or any rights in relation to the Platform to any third party;
iii. pledge, hypothecate, alienate or otherwise encumber the Platform to any third party;
iv. use the Platform to rent, lease or otherwise provide information services to Your customers, including, without limitation, data processing, hosting, outsourcing, etc.; or
v. modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Platform.
3. You agree that by sharing data with Us, You are not breaching any agreements with the third parties. We shall not be responsible or liable for any breach of agreement with the third party for the information shared with Us.
VI. VENDOR OBLIGATIONS
1. Compliance with Laws- You shall comply with all the applicable laws in Your performance of your obligations and exercise of Your rights under this Agreement including but not limited to requisite compliances under the Information Technology Act, 2000 and the subsequent amendments and rules made thereunder, applicable export control laws and rules made thereunder, applicable tax regulations such the Integrated Goods and Service Tax Act, Central Goods and Services Tax Act, relevant State Goods and Services Tax Act or Union Territories Goods and Services Tax Act and Custom Duty, Local Levies and the subsequent amendments and rules made thereunder as may be applicable, the Food Safety and Standards Authority of India (FSSAI) and the applicable amendments, rules and regulations made thereunder in relation to product weight, packaging, labelling, pricing etc. You shall obtain the necessary licenses and permits regarding Your use of our Platform, service and/or tools and your listing, purchase, solicitation of offers to purchase and sale of products or services.
2. Promotion and Sale of Products- As a registered Vendor, You shall list item(s) for sale on the Platform in accordance with the policies which are incorporated by way of reference in this Agreement. You may carry out promotions of the products, however You shall ensure that the same is devoid of any misrepresentation under the ambit of the terms and conditions set by Us under the Agreement. You shall digitally display Your products and goods along with their description, pictures, dimensions etc. which shall be accurate in all respects. You may also publish service capabilities for wide customer reach. However, while listing these products, Vendor shall ensure not to engage in any devious methods to mislead the other Users on the Platform.
3. Buyer KYC Obligations- As and when required the Vendor shall ensure conducting of buyer “Know Your Customer” (KYC) in accordance with the prevention of anti-money laundering laws and other applicable laws. We hereby disclaim any responsibility for conducting buyer KYC.
4. Order Fulfilment- You shall be responsible for processing each and every order for Your products received by You from the buyers. You shall ensure such orders are correctly processed and shipped within 24 hours from the date of receipt of order. In the event of any delay, Vendor shall promptly communicate in writing the expected date of shipment to the buyer.
5. Product Return- If the item description does not match the actual condition of the item, You agree to refund any amount that you may have received from the buyer. Further, as per Our terms and conditions You shall ensure to follow the 14 days return policy. This means that Your consumers shall have the option of returning Your goods or products within 14 days from the date of receiving the shipment.
6. You shall not in any way indicate or portray that any of Your goods and products are Our property and provide any assurance on Our behalf.
7. Shipping and Transport- You shall be solely responsible for shipping and transport of the products including but not limited to issues with respect to customs, clearing customs, legal confiscation of goods. We shall in no way be liable or responsible for any issues that arise during custom checks, third party shipping, custom clearance etc. However, We agree that We shall endeavor to provide Our assistance in relation to custom clearance or any legal confiscation of goods.
8. Third Party Liability Insurance- You shall be responsible and liable to avail and maintain adequate product insurance, third party product liability insurance, transit insurance and/or any other requisite insurance required by You to sell Your products/services on the Platform. For avoidance of doubt, We shall not be responsible for undertaking any insurance(s) for products sold by the Vendor on the Platform.
9. Storage of goods in the European Union-. In case of a requirement of an expediated delivery to the customers, We can provide storage and warehouse solutions to Our third party partners for an additional cost to the Vendor.
10. Product Inspection- Further, in the event any of Your products are found to be illegal for sale by any competent inspection authority, You shall be solely responsible to bear any and all costs to rectify the same including but not limited to refund costs.
11. Disputes- You acknowledge and agree that We are just an intermediary for You to display and sell your products on the Platform and thus We shall not be responsible or take any liability with respect to any disputes that arises between You as the Vendor and any other Users of the Platform or any third parties. These disputes shall include but not be limited to disputes regarding damaged goods, product issues, quality or cost issues etc. It is thus hereby agreed that the same shall be a contract between You and the buyers only and shall not include Us as a party.
12. Insurance by Vendor for goods- You shall be responsible towards availing and maintaining adequate insurance to at least cover the value of the goods and/or services sold by You on the Platform. In the event, Your goods and/or services are tampered with, or lost or damaged or stolen etc., You shall ensure that You are adequately protected by the insurance availed by You. We shall in no way be responsible in this regard. You shall also ensure that, in the event You export Your goods, adequate insurance policy is in place in case of hold, seize and/or destruction by the export authorities.
VII. PAYMENT TERMS
1. Registration as a User on the Platform is free of charge.
2. Transactions, transaction price and all commercial terms such as delivery, dispatch of products and/or services are as per principal to principal two-party contractual obligations between the Vendor and buyers. You agree that You shall bear any and all costs and expenses with respect to return, shipping, repackaging of the goods and products.
3. You shall utilize payment gateways owned by third parties provided on the Platform for the purpose of transactions between You and the any other User of the Platform. The payment facility is merely used by the Vendor and buyers to facilitate the completion of transactions. It is however acknowledged and agreed by You that We are and will not in any way be deemed to be a party to any such transaction or dispute between You and other Users of the Platform. Use of the payment facility shall not render Us liable or responsible for non–delivery, non-receipt, non-payment, refund issues, damage, breach of representations and warranties, non-provision of after-sales or warranty services or fraud or any unauthorized use as regards the products and/or services listed on the Platform.
4. We are not a banking or financial service provider but merely a facilitator providing an electronic, automated online electronic payment facility for receiving payment, or cash on delivery (CoD) payment, collection and remittance for transactions on the Platform using the existing authorized banking infrastructure and credit card payment gateway network. Further, by providing payment facility, We neither act as a trustee nor fiduciary with respect to transaction or transaction price.
5. Exchange Rate Norms applicable to Vendor- You understand and acknowledge that when Your goods are exported from India, currency exchange norms shall be put in place by Us and followed by You. In instances when Your goods and/or services are purchased by any buyer using the Swedish Krona or Euro currency, the transaction amount in Swedish Krona or Euro, as the case may be, shall be transferred to Our account as on the date of purchase. Thereafter, the same transaction amount would be transferred to Your account, as per clause VII (8) below, in such a way that the Swedish Krona or the Euro, as the case may be, shall be converted to Indian Rupee (INR) with the exchange rate applicable as on the date of transfer from Our account to the Your account. Alternatively, when the transaction takes place using any currency other than the Swedish Krona or Euro, the said transaction amount shall be converted to Swedish Krona or EURO as on the date of purchase and then transferred to Our account. On the date when this transaction amount would be transferred to Your account, the same would be converted to the Indian Rupee (INR) basis the exchange rate applicable on the said transfer date. In this regard it is made clear that We do not have financial accounts operating and handling currency other that the Swedish Krona and Euro in Europe and the Indian Rupee (INR) in India.
6. Taking into consideration the transactions, in terms of selling and buying of goods and/or services, that may happen involving different currencies, You acknowledge and agree that currency fluctuations may occur. You shall be responsible and liable for such fluctuations in exchange rates of currencies with respect to the transactions and We shall in no way be held financially liable for the same.
7. You acknowledge and agree that payments regarding custom duty, excise duty and import/export related costs are best estimates and can never be guaranteed unless inbound and outbound custom clearance process is completed by You in the requisite manner under applicable laws. You (either the Vendor or buyer, as the case may be) shall be responsible to pay if the customs payment is more than calculated.
8. We shall pay the Vendor either on 1st or 15th day of the following month depending upon the date when the products were delivered in the previous 15 days period to the buyer. For e.g. if buyer gets delivery of a product between 1st to 14th day of a month then We will initiate transfer to You on 1st day of the following month. If the buyer gets delivery of a product between 15th to last day of the month then We will initiate the transfer to You on 15th day of the following month. Such payment shall be made via bank transfer to Your bank account that You will provide to Us. PLEASE REFER TO THE TABLE BELOW WHICH ILLUSTRATES PRACTICAL SCENARIOS FOR MORE CLARITY:
Purchase date on Fyaril platform | Date Delivery of goods to the customer | Returns booked by the customer within 15 days of delivery? | Payment to seller becomes eligible | Outward Payment processing from Fyaril’s account happens on 1st and 15th of every month |
1st January | 6th January | No | 21st January | 1st February |
14th March | 20th March | No | 4th April | 15th April |
6th June | 15th June | No | 30th June | 1st July |
25th November | 1st December | No | 15th December | 15th December |
9. In the event of a refund request from the buyer within the prescribed 15 days period, Vendor shall not be paid out. Any refund amount to be paid to the buyer shall be processed only after receiving the product back and after verifying condition of the item as per Our return policy. PLEASE REFER TO THE RETURNS POLICY ON OUR PLATFORM FOR MORE DETAILS AND CLARIFICTIONS.
10. Taxes- You shall be solely responsible towards the payment of taxes under applicable laws in India or any other country. Vendor will be responsible for the collection and payment of any and all of Vendor related taxes applicable in India together with the filing of all relevant returns, such as service tax, , goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. We are responsible to collect VAT on goods sold and report the same to European countries where goods are sold for low value consignments (up to €150). For order value which is more than €150, buyer is responsible to pay EU VAT. In such a case, We may, at Our discretion, without any obligations, provide assistance to pre-pay VAT to reduce efforts for the buyer. The buyer shall be responsible towards paying any and all applicable taxes that may arise from other jurisdiction than the European Union and India. We shall not be responsible for collecting, remitting or reporting any service tax, CST, goods and services tax or other taxes arising from such sale in India. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits. Furthermore, in case the Vendor has their own storage facility in the European Union, any taxes and/or charges with respect to such storage or warehousing facility shall be solely borne by such Vendor.
VIII. MODIFICATIONS
8. We reserve the right, at our sole discretion, to change, modify, and/or add to the terms of this Agreement and the Privacy Policy, in whole or in part, at any time, the prior intimation of which shall be communicated to You. Changes to the terms of this Agreement and Privacy Policy will be effective prospectively from when they are posted. You agree to review the terms of this Agreement and Privacy Policy periodically to become aware of any changes. Your use of this Platform or any part thereof after any changes to the terms of this Agreement and/or Privacy Policy are posted will be deemed acceptance of those changes and will constitute Your agreement to be bound thereby. If You object to any such changes, Your sole recourse will be to not use the Platform.
IX. INTELLECTUAL PROPERTY
1. The ownership of the content of the Platform already existing with Fyrail along with all text, graphics, audio, designs, screen shots, logos, images, copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights (“IPR”) are vested and shall remain vested in Us unless otherwise indicated. All rights in relation to such works shall be reserved with Us and shall be its sole property.
2. Any alteration of the IPR or use of the IPR contained in the Platform for any other purpose shall constitute a violation of Our IPR and / or Our affiliates or associates or of its third-party information providers.
3. Unless You have otherwise obtained Our written permission, You agree not to copy, reproduce, duplicate, stream, capture, record, access through technology, transfer, sell, resell, upload, archive, license to others, edit, modify, reverse engineer, decode, manipulate, create derivative works from or based upon, publish, republish, post, transmit, publicly display, frame, link from or to, distribute, share, embed, translate, decompile, translate, incorporate into any hardware or software application, use for commercial purposes, or otherwise use or exploit the Platform, its content or any component or part thereof. Any of the unauthorized uses referred to above would constitute an infringement of Our IPR rights and/or Our licensors and a violation of the Agreement and You shall be subject to civil and/or criminal liability under applicable laws.
4. Further, any and all technology, trademarks, copyright, data, materials, product information and other items sold by You on the Platforms and owned by You prior to the execution of the Agreement shall remain and continue to remain your property. However, You shall immediately submit valid legal documents as and when required by Us as proof Your ownership, including but not limited to proof of trademark registration and/or copyright ownership document.
X. DISCLAIMER OF WARRANTIES
1. Though We endeavor to keep the Platform virus free and free from errors, by using the Platform, You agree and understand that such use is at Your own risk and that there is no warranty that this Platform will be free of any computer viruses or errors. The Platform (and any portion of the Platform) is provided "as is" "with all faults" and "as available" to the fullest extent permitted by law. We and Our affiliates expressly disclaim any and all warranties of any kind, whether express or implied (including, without limitation, the implied warranties of merchantability, fitness for a particular use or purpose and non-infringement). Neither Us nor any of Our affiliates make any warranties or representations about the accuracy or completeness of information available on or through the Platform or other internet resources linked to the Platform and assume no liability or responsibility for any:
a. errors, mistakes, or inaccuracies of content;
b. personal injury or property damage, of any nature whatsoever, resulting from You r access to or use of the Platform;
c. any unauthorized access to any and all personal information stored in the Platform;
d. any interruption or cessation of transmission to or from the Platform;
e. any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform (or any parts thereof) by any third party; and/or
f. for any loss or damage of any kind incurred as a result of the use of any User information and/or other Platform content posted, shared, forwarded, emailed, transmitted, or otherwise made available on or through the Platform.
XI. INDEMNIFICATION
1. You agree to indemnify and hold harmless Us and Our affiliates and respective officers, directors, employees, representatives, licensees, authorized designees, successors and assigns from any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable outside attorneys' fees and costs) that such parties may incur as a result of or arising from:
a. any of Your wrong/false User information,
b. Your unauthorized exercise of any of Your rights granted under this Agreement and Privacy Policy,
c. the breach of any of Your warranties, representations, covenants, responsibilities or other obligations set forth in this Agreement,
d. Your violation of any person's intellectual property, privacy, publicity or other right,
e. the violation of any applicable laws and/or these Agreement by You, or
f. Your misconduct or negligence by You or anyone accessing the Platform in connection with You (and/or such other person's) use of the Platform (in whole or in part).
2. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Us in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of You r use of the Platform.
3. Further, in no event shall We or any of Our subsidiaries or affiliates be liable to any entity for any direct, indirect, special, consequential or other damages (including, without limitation, any lost profits, business interruption, loss of information or programs or other data on Your information handling system) that are related to the use of, or the inability to use, the content, materials, and functions of the Platform or any linked Platform.
XII. LIMITATION OF LIABILITY
1. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL WE, OR ANY OF OUR AFFILIATES OR ANY OF OUR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE (OR THE USE OF ANYONE USING AN ACCOUNT REGISTERED TO YOU) OF THE PLATFORM OR ANY PARTS THEREOF.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN IN NO EVENT SHALL FYARIL’S LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED (as the case may from any of the following)
a. THE PROFIT WE GAIN FROM THE VENDOR IN THE PRECEDING 1 MONTH OF THE CLAIM WITH RESPECT TO THE VENDOR WHO IS AN INDIVIDUAL PERSON; OR
b. THE PROFIT WE GAIN FROM THE TRANSACTION/PURCHASE UNDER WHICH THE CLAIM AROSE WITH RESPECT TO THE VENDOR WHICH IS A LEGAL ENTITY; OR
c. THE PROFIT WE GAIN FROM THE TRANSACTION/PURCHASE UNDER WHICH THE CLAIM AROSE WITH RESPECT TO THE CUSTOMER
XIII. UPGRADES
1. We will keep updating and upgrading Our Platform on a regular basis, as and when required. We may provide such updates or support services to You, but shall not be obligated to do so. Obligations or expectations with regard to Platform upgrades, enhancements, support or remedies for errors, defects or deficiencies will be limited to those expressly set forth in this Agreement between Us and You.
XIV. NO PROFESSIONAL ADVICE AND RELATIONSHIP OF PARTIES
1. Material, content or information contained on or made available through the Platform is not intended to and does not constitute any legal, financial or tax related advice nor does it, in any manner establish a Professional - Client relationship.
2. You and We are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the Parties. Fyaril is not an auctioneer between the Users of the Platform. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between You and Us.
3. Third Party Service Providers- Furthermore, We have partnered with various third party service providers that may be responsible for the fulfillment of orders and providing end-to-end services to the Users of the Platform. These third party service providers shall then be involved in providing services and/or be responsible with respect to VAT, tax, customer registrations, reporting of taxes, compliance registration with various bodies, submission of documents warehousing, storage of goods, fulfilment services like loading, unloading of goods, picking, packing, labelling of goods and shipment, delivery of goods etc. In such instances, it is agreed between the Parties that, We shall only take on a role as an intermediary and shall in no way be responsible for the delivery of such services.
XV. TERMINATION
1. If You violate the letter or spirit of this Agreement, or otherwise create risk or possible legal exposure for Us or any of its directors/employees/affiliates, We can stop providing access to all or part of the Platform to You .
2. All provisions of this Agreement that by their nature survive termination shall remain in full force and effect in perpetuity notwithstanding any termination of Your use of the Platform.
3. Deactivation of Account- Further, You shall have the option of deactivating Your account from the Platform by taking into consideration the following:
i. You shall make a request for deactivation of Your account by a written communication which also includes via email
ii. You agree that during the deactivation process, no dues shall be paid to you. Any payment of dues pending from Us shall be paid after 90(ninety) days period from the date of Your request for deactivation. You shall be able to access Your account for the stipulated 90(ninety) days before Your account is completely deleted.
iii. You shall be required to pay for any additional request for any reports, documentation from Us.
4. However, You shall be able to re-activate Your account anytime upon a written request for the same to be submitted to Us.
5. Suspension- Furthermore, We shall have the sole discretion to suspend temporarily or indefinitely, Your account on the Platform and initiate investigation in the following scenarios:
i. Any illegal use of the Platform
ii. Misleading information on the Platform
iii. Fraud or theft of data
iv. Any unauthorized transactions or payments
v. Violation of terms and conditions hereunder
vi. Repeated violation of terms, privacy and service level agreement
vii. Court order or order from regulators or statutory authorities
viii. Failure to submit valid legal documents as per applicable law, including but not limited to trademark registration proof
6. We may at any time, at our sole discretion, reinstate suspended Vendor. A Vendor that has been suspended or blocked may not register or attempt to register with Us or use the Platform (through itself or any other entity or legal form) in any manner whatsoever until such time that such a Vendor is reinstated by Us. Notwithstanding the foregoing, if you breach the Agreement or other rules and policies, we reserve the right to recover any amounts due and owed by You to Us and take strict legal action, including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against you.
XVI. SEVERABILITY AND WAIVER
1. If any provision of this Agreement shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Agreement and shall not affect the validity and enforceability of any remaining provisions. Our failure to exercise or enforce any right or provision of these Agreement shall not constitute a waiver of such right or provision.
XVII. FORCE MAJEURE
1. Our performance under this Agreement is subject to interruption and delay due to causes beyond Our reasonable control such as acts of God, acts of any Government, war or other hostility, pandemic, epidemic, civil disorder, the elements, fire, explosion, power failure, failure of the Internet and other networks beyond Our Control, equipment failure, industrial or labour dispute, inability to obtain essential supplies and the like. We will not be held liable if services with respect to the Platform are interrupted or improper at any point of time due to Force Majeure events specified above.
XVIII. ARBITRATION AND GOVERNING LAW
1. The laws of the SWEDEN will govern this Agreement and Privacy Policy document, as well as any claim that might arise between You and Us, without regard to conflict of law provisions. The courts in SWEDEN alone have jurisdiction in relation to any claim or action arising out of, or in connection with, the Terms of Use and Privacy Policy and You hereby consent to personal jurisdiction in such forum.
2. All disputes or differences of any nature whatsoever, arising between You and Us shall be settled by mutual discussion. Either of us may, at our own discretion, appoint an authorised representative for the sake of mutual discussion. If the dispute remains unresolved for a period exceeding thirty (30) days from the date of reference of the dispute, then all actions or proceedings arising in connection with, touching upon or relating to this Agreement, or the Platform or the breach of the Platform and/or the scope of the provisions of this arbitration clause, shall be submitted for final and binding arbitration.
3. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
4. The venue of the arbitration shall be at Stockholm and the language of the arbitration shall be English. The decision of the Arbitral Tribunal shall be final and binding on both the Parties. Both You and Us, to the extent it is reasonably possible and subject to an interim order by the Arbitral Tribunal, if any, shall continue to discharge their respective obligations during the pendency of Arbitration proceedings.
5. If anyone brings a claim against us related to Your actions, You will indemnify and hold Us and its directors, agents, representatives, partners, employees and consultants harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
XIX. OTHER
1. You agree and confirm that we do not control any direct Users' actions on the Platform and are not responsible for the content or information Users transmit or share on the Platform. We are not responsible for the conduct, whether online or offline, of any Users of the Platform.
2. This Terms of Use and Privacy Policy, makes up the entire agreement between the parties regarding the use of Platform and supersedes any prior agreements.
3. You will not transfer any of Your rights or obligations under this Terms of Use and Privacy Policy to anyone else without our consent.
4. All our rights and obligations under this Agreement and Privacy Policy are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
5. Nothing in this Agreement and Privacy Policy shall prevent us from complying with the law.
6. This Agreement and Privacy Policy do not confer any third party beneficiary rights.
7. We reserve all rights not expressly granted to You.
8. You will comply with all applicable and governing laws when using or accessing the Platform.
9. If any portion of this Terms of Use and Privacy Policy is found to be unenforceable, the remaining portion will remain in full force and effect.
10. If we fail to enforce any of this Terms of Use and Privacy Policy, it will not be considered a waiver.
11. Any amendment to or waiver of this Terms of Use and Privacy Policy must be made in writing and signed by us.
XX. HOW DO YOU CONTACT US?
If You have questions pertaining to this Terms of Use and/or Privacy Policy, wish to file a request in accordance with this Privacy Policy or wish to report a violation of this Agreement, or in the event you have any questions or complaints etc., You are welcome to contact us via e-mail, phone or letter.
Data Protection Officer Grievance Officer
Name: Sameer Deolalikar Name: Sameer Deolalikar
E-mail: sameer.deolalikar@fyaril.com E-mail: sameer.deolalikar@fyaril.com
Phone number: +46-763356363 Phone Number: +46-763356363
