PLATFORM TERMS AND CONDITIONS

1. DEFINITIONS

1.1. “Account” means an account registered by a User on the Platform, whether as a Seller or a Buyer.

1.2. “ACC” or “Award Confirmation Certificate” means the electronic record generated by the Platform confirming the award of a Bid by a Buyer to a Seller following completion of the applicable Procurement Process.

1.3. “AI Outputs” means any content, recommendation, score, ranking, benchmark, analysis, risk flag or other output generated or displayed through the Platform using artificial intelligence or automated processes.

1.4. “Applicable Law” means any applicable law, statute, regulation, rule, notification, circular, order, judgment, decree, direction, licence, permit or requirement of any governmental, regulatory or judicial authority having jurisdiction over the relevant User, Platform or activity.

1.5. “Bid” means an offer submitted by a Seller through the Platform in response to a Requirement.

1.6. “Buyer” means a User who posts or intends to post a Requirement on the Platform for the procurement of goods or services.

1.7. “Force Majeure Event” means any event beyond the reasonable control of the Company that prevents or materially delays its performance, including acts of God, natural disasters, war, terrorism, civil unrest, epidemic, governmental action, strikes, telecommunications or internet failures, cyber incidents, power failures and failures of third-party infrastructure.

1.8. “Platform Fee” means the fee payable by a Seller to the Company for the applicable Services, as specified in the applicable fees specified on the Platform.

1.9. “Platform Fee Schedule” means the schedule specifying the Platform Fees and applicable rates, thresholds, caps and other fee-related terms, as amended by the Company from time to time.

1.10. “Platform IP” means all intellectual property rights in and relating to the Platform and its software, technology, interfaces, databases, designs, algorithms, AI models, prompts, scoring methods, audit trails, ACC format, documentation, content, brands, trademarks, logos, including any updates, upgrades, enhancements, improvements or enrichments thereto, and other materials owned or licensed by the Company.

1.11. “Platform Services” or “Services” means the technology-enabled procurement, bidding, communication, analytics, verification, award, reporting and other aggregation or e-commerce services made available by the Company through the Platform.

1.12. “Private Marketplace” means the restricted procurement environment on the Platform in which participation is limited to Sellers invited by the relevant Buyer.

1.13. “Procurement Process” means the competitive procurement process conducted through the Platform in relation to a Requirement, including a tender, bidding, reverse auction or any other mechanism made available by the Company.

1.14. “Requirement” means a procurement requirement posted by a Buyer on the Platform specifying the goods or services sought and such other information as may be required for the applicable Procurement Process.

1.15. “Review” means any rating, score, review, comment, feedback or other evaluative content submitted by a User in respect of another User, a Requirement, a Procurement Process or a Transaction through the review functionality made available on the Platform, and includes any response to such content and any aggregate rating derived from it.

1.16. “Seller” means a User who submits a Bid or otherwise offers goods or services in response to a Requirement.

1.17. “Third-Party Services” means any software, technology, infrastructure, API, authentication, verification, artificial intelligence or other service provided by a third party and used in connection with the Platform.

1.18. “Transaction” means any procurement or supply transaction between a Buyer and a Seller arising from or in connection with a Requirement or Procurement Process, including an award documented through an ACC.

1.19. “Underlying Transaction” means any purchase, sale, supply or other commercial arrangement entered into directly between a Buyer and a Seller following or in connection with a Procurement Process. The Company is not a party to, and does not facilitate or process, any Underlying Transaction.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1. To register and use the Platform, an individual must be at least eighteen (18) years of age, legally competent to enter into a binding contract under Applicable Law, and authorised to act on behalf of the organisation registering on the Platform. The Platform may not be used by any person who has been suspended or removed from the Platform by the Company or is otherwise prohibited from using the Platform under Applicable Law.

2.2. Registration of an Account shall be through the corporate email address of the organisation and the mobile number of the authorised representative(s) registering the Account. Registration, sign-up and login shall be completed through one-time passwords (“OTPs”) sent to the registered corporate email address and mobile number, or through such other authentication method as the Company may make available from time to time.

2.3. The User shall provide such information and documents as may be reasonably required by the Company for registration, KYC, verification and use of the Platform, including details of the organisation, the authorised representative, designation and contact details, and applicable business, tax or other credentials. The User represents and warrants that all information and documents provided to the Company are true, accurate, complete and current and that the person registering the Account is duly authorised to act on behalf of the organisation, and the Company shall have no liability whatsoever for any such information or documents provided by the User.

2.4. The User shall promptly update its Account and other information provided to the Company if any such information becomes inaccurate, incomplete or outdated. The Company may verify information or documents provided by the User, directly or through third-party service providers, and may request additional information or documents for verification, compliance, security or risk-management purposes.

2.5. The Company may refuse registration or suspend, restrict or terminate an Account where it reasonably considers such action necessary, including where the User provides false or misleading information, fails to provide information or documents requested by the Company, breaches these Terms or the applicable User Term, engages in or is reasonably suspected of engaging in fraudulent or unlawful activity, or where such action is required under Applicable Law.

3. ACCOUNT SECURITY AND RESPONSIBILITY

3.1. The User shall be responsible for maintaining the confidentiality and security of its Account credentials, including its registered mobile number, corporate email address, OTPs and any other authentication credentials or access details associated with the Account. The User shall not share such credentials with any person other than its authorised personnel. The Company will never request the User to disclose an OTP.

3.2. All actions, instructions, submissions and other activities carried out through an Account shall be deemed to have been authorised by and shall be binding on the User, whether or not actually authorised by the User. The User shall be responsible for all consequences arising from the use of its Account, including any Requirement, Bid, Transaction or ACC initiated or concluded through the Account.

3.3. The User shall immediately notify the Company upon becoming aware of any unauthorised access to, use of, or compromise of its Account or authentication credentials and shall provide such information and cooperation as may reasonably be required by the Company in connection with the incident.

3.4. To the maximum extent permitted by Applicable Law, the Company shall not be liable for any loss, claim, liability or damage arising from unauthorised access to or use of an Account resulting from the User’s failure to maintain the security of its Account or credentials, including any Requirement, Bid, Transaction or ACC initiated or concluded through such unauthorised access.

3.5. The User shall not:

3.5.1. create, use or operate an Account in the name of any person or organisation without the requisite authority;

3.5.2. impersonate any person or organisation or misrepresent its identity, authority or affiliation; or

3.5.3. circumvent or attempt to circumvent any restriction, suspension or termination imposed by the Company on an Account.

3.6. An Account may be accessed only by the User and its duly authorised personnel and shall not be sold, assigned, transferred, licensed, sublicensed or otherwise made available to any third party without the Company’s prior written consent.

4. USE OF THE PLATFORM AND USER RESPONSIBILITIES

4.1. The User shall use the Platform in compliance with these Terms, the applicable User Terms and all Applicable Laws. The User shall be responsible for all information, documents, Requirements, Bids, communications and other content submitted or made available by it through the Platform (“User Content”).

4.2. The User retains ownership of the User Content submitted by it through the Platform. The User grants the Company a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, display and otherwise use such User Content to the extent reasonably necessary to provide, operate, secure, maintain and improve the Platform and Platform Services, comply with Applicable Law and enforce these Platform Terms.

4.3. The User represents and warrants that it has all rights, permissions and authorisations necessary to submit User Content to the Platform and to grant the rights contemplated under Clause 4.2. The User shall ensure that its User Content does not infringe the intellectual property, confidentiality, privacy or other rights of any third party.

4.4. The User shall ensure that all User Content submitted through the Platform is accurate, complete and not misleading, and that the User has all rights, permissions and authorisations necessary to submit and use such User Content.

4.5. The User shall not use the Platform to:

4.5.1. engage in any unlawful, fraudulent, deceptive or abusive activity;

4.5.2. impersonate any person or entity or misrepresent its identity, authority or affiliation;

4.5.3. submit false, misleading or fraudulent information, Requirements or Bids;

4.5.4. interfere with or attempt to gain unauthorised access to the Platform, any Account, system, network or data;

4.5.5. introduce any virus, malware, malicious code or other harmful material;

4.5.6. copy, scrape, extract, reproduce or commercially exploit Platform data or content except as expressly permitted by the Company;

4.5.7. infringe the intellectual property, privacy or other rights of the Company or any third party;

4.5.8. engage in collusive bidding, bid-rigging, price-fixing, market allocation or any other anti-competitive conduct;

4.5.9. circumvent any security, access, verification or other technical measure implemented by the Company; or

4.5.10. attempt to use the Platform in any manner that may damage, disable, overburden or impair the Platform or adversely affect other Users.

4.6. In addition to Clause 4.5, and in accordance with Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the User shall not host, display, upload, modify, publish, transmit, store, update or share any information which:

4.6.1. belongs to another person and to which the User does not have any right;

4.6.2. is obscene, pornographic, pedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating to or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws of India;

4.6.3. deceives or misleads the addressee about the origin of the message, or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;

4.6.4. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence, or prevents investigation of any offence, or is insulting to any other nation; or

4.6.5. violates any law for the time being in force.

4.7. The Company may remove, restrict access to or disable any User Content that it reasonably considers to be unlawful, misleading, infringing, harmful or in breach of these Terms or Applicable Law, and may take such other action as it considers appropriate to protect the Platform, the Company or its Users.

4.8. The Company may monitor the use of the Platform and maintain records of Platform activity for purposes including security, fraud prevention, compliance, dispute management, service improvement and enforcement of these Terms, subject to Applicable Law and the Privacy Policy.

4.9. Nothing in these Terms requires the Company to monitor or independently verify all User Content or activities of Users. Each User remains solely responsible for its own conduct, User Content and its dealings with other Users.

4.10. The Company shall make reasonable efforts to cause the Users not to host, display, upload, modify, publish, transmit, store, update or share any information described in Clause 4.6, including by making available on the Platform a facility through which any person may report such information to the Company. Nothing in this Clause shall require the Company to monitor or independently verify all User Content, and Clause 4.9 shall continue to apply.

4.11. The User acknowledges that, in the event of non-compliance with these Terms, the applicable User Terms or the Privacy Policy: (a) the Company may terminate the User’s access or usage rights, or remove the non-compliant information, or both, with immediate effect and without prior notice; (b) the User may be liable to penalty or punishment under the Information Technology Act, 2000 or any other law for the time being in force; and (c) the Company may report the matter to the appropriate authority where such reporting is required under Applicable Law.

4.12. Where the Company receives actual knowledge in the form of an order of a court of competent jurisdiction, or on being notified by the appropriate government or its agency through a written intimation issued by an authorised officer in accordance with Applicable Law, that any information, data or communication link residing on or connected to the Platform is being used to commit an unlawful act, the Company shall remove or disable access to such information, data or communication link within the period prescribed under Applicable Law, without prior notice to the User and without vitiating the evidence in any manner. A communication which does not satisfy the requirements of Applicable Law shall not constitute actual knowledge for the purposes of this Clause.

INFORMATION RELATING TO USERS, GOODS, SERVICES, PRICES, SPECIFICATIONS, CERTIFICATIONS, MARKET CONDITIONS AND OTHER COMMERCIAL MATTERS MAY BE PROVIDED BY USERS OR THIRD PARTIES. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS OR RELIABILITY OF SUCH INFORMATION AND USERS SHALL CONDUCT THEIR OWN DUE DILIGENCE BEFORE RELYING ON IT.

5. BUYER-SELLER RELATIONSHIP

5.1. Following generation of the ACC, the Buyer and Seller shall be solely responsible for concluding and performing the Underlying Transaction, including contracting, purchase orders, invoicing, payment, delivery, installation, performance, acceptance, rejection, returns, warranties, taxes and dispute resolution.

5.2. The Company does not collect, receive, hold, process or facilitate any payment between the Buyer and Seller and has no responsibility for the performance or non-performance of the Underlying Transaction.

5.3. Except for obligations expressly assumed by the Company under these Terms in relation to the Platform Services, the Company shall have no obligation to complete, administer, monitor or enforce an Underlying Transaction between a Buyer and a Seller.

5.4. Any dispute concerning the price, quality, specifications, delivery, payment, performance, warranty or any other aspect of an Underlying Transaction shall be resolved directly between the Buyer and Seller.

5.5. The Company is not the supplier, seller, agent or representative of either the Buyer or Seller in respect of any Underlying Transaction. The Seller shall be solely responsible for determining the applicable tax treatment, issuing valid invoices and discharging all GST and other tax obligations arising from the supply of goods or services to the Buyer.

5.6. If any tax, interest, penalty, liability or cost is imposed on the Company by a governmental or tax authority in connection with an Underlying Transaction due to the acts, omissions or tax obligations of a User, the responsible User shall indemnify the Company for such liability, to the extent permitted by Applicable Law.

5.7. The Company may maintain electronic records and audit trails of Requirements, Bids, communications, awards and other Platform activity. Such records may be made available to the relevant User or used by the Company for security, compliance, audit, dispute-management and other legitimate purposes, subject to Applicable Law and the Privacy Policy.

6. ANTI-CIRCUMVENTION

6.1. Where a User is introduced to another User through the Platform (“Introduced Counterparty”), the User shall, for a period of twenty-four (24) months from the date on which the User is first introduced to that Introduced Counterparty through the Platform (the “Introduction Date”), route only through the Platform any procurement, supply, renewal, supplementary purchase, change order or other transaction with the Introduced Counterparty.

6.2. Any Transaction between an Introduced Counterparty and a User that is concluded outside the Platform during the period specified in Clause 6.1 (“Off-Platform Transaction”) shall constitute a material breach of these Terms. In such event, the User shall pay to the Company:

6.2.1. the Platform Fee that would have been payable had the Off-Platform Transaction been concluded through the Platform; and

6.2.2. liquidated damages equal to five (5) times of such Platform Fee, as a genuine pre-estimate of the loss likely to be suffered by the Company and not as a penalty.

6.3. Repeated or systematic Off-Platform Transactions may result in suspension or termination of the User’s Account, without prejudice to any other rights or remedies available to the Company under these Terms or Applicable Law.

6.4. The obligations under this Clause 6 shall survive termination of the User’s Account in respect of any Introduction Date occurring before such termination.

7. PLATFORM FEES AND TAXES

7.1. The Company may charge the User a Platform Fee in respect of a Bid or Transaction awarded through the Platform. The Platform Fee shall be payable by the User in accordance with the applicable terms and Platform Fee Schedule. The applicable rate, category, threshold, cap, billing arrangement and other commercial terms shall be as specified in the Platform Fee Schedule and/or applicable terms.

7.2. The Company may revise the Platform Fee Schedule or other applicable fees prospectively by updating the Platform Fee Schedule or notifying affected Users, as applicable.

7.3. Any tax rate, classification or other tax-related information displayed on the Platform is provided for convenience only and does not constitute tax advice. Each User shall independently determine and comply with its applicable tax, withholding and reporting obligations.

8. COMPLIANCE AND STATUTORY OBLIGATIONS

8.1. Each User shall be solely responsible for complying with all Applicable Laws relating to its access to and use of the Platform and its activities, Requirements, Bids and Transactions, including applicable tax, corporate, procurement, competition, employment, anti-bribery, anti-money laundering, sanctions, export control and other regulatory requirements.

8.2. The User shall not use the Platform, submit or accept any Bid, or enter into any Transaction for any unlawful, fraudulent, corrupt, sanctioned or prohibited purpose, or in violation of any Applicable Law.

8.3. Each User shall maintain all licences, registrations, approvals, permits and authorisations required for its business and for the goods or services offered, procured or supplied through the Platform. The User shall be responsible for obtaining all necessary internal approvals and consents and for ensuring that its representatives using the Platform are duly authorised to act on its behalf.

8.4. The Company may request information or documents from a User where reasonably necessary to verify compliance with Applicable Law or these Terms. The User shall promptly provide such information or documents and cooperate with any reasonable compliance review.

8.5. Where the Company reasonably believes that a User or its activities may violate Applicable Law or these Terms, the Company may, without the requirement of a prior notice, suspend or restrict the relevant Account, Requirement, Bid or access to the Platform and may take any other action reasonably necessary to protect the Platform, its Users or the Company, including reporting the matter to a competent authority where required or permitted by Applicable Law.

8.6. The Company does not assume responsibility for determining or ensuring a User’s compliance with Applicable Law. Each User shall conduct its own legal and regulatory assessment and obtain professional advice where appropriate.

8.7. The Company may provide information, assistance or such other cooperation as may be lawfully sought by a government agency authorised under Applicable Law, for the purposes of verification of identity, or for the prevention, detection, investigation or prosecution of an offence, or in relation to a cyber security incident, within the period prescribed under Applicable Law. The User acknowledges and consents to such disclosure and agrees that the Company shall have no liability to the User in respect of any disclosure made in accordance with this Clause.

8.8. The Company shall report cyber security incidents to the Indian Computer Emergency Response Team, wherever required under Applicable Law.

9. CONFIDENTIALITY

9.1. Each User may receive or have access to confidential or proprietary information of the Company or another User in connection with the Platform, including business information, Requirements, Bids, pricing, commercial terms, technical information, data and other information that is reasonably understood to be confidential (“Confidential Information”).

9.2. The receiving party shall:

9.2.1. use Confidential Information only for the purposes for which it was disclosed in connection with the Platform or the relevant Transaction;

9.2.2. keep such Confidential Information confidential and protect it using reasonable security measures; and

9.2.3. not disclose it to any third party except to its employees, professional advisers, contractors or representatives who have a legitimate need to know such information and are bound by confidentiality obligations.

9.3. Without limiting the foregoing, a User shall not disclose to any third party, or use for any purpose other than the relevant Procurement Process or Transaction, any Confidential Information of another User received through the Platform, including the identity, contact details, pricing, Bids, commercial terms and personal data of such other User, except with the prior express consent of the disclosing User or as required under Applicable Law. Each User acknowledges that the Confidential Information of another User is made available solely for the purposes of the relevant Procurement Process or Transaction conducted through the Platform, and not for any independent, collateral or off-Platform use.

9.4. Where the Confidential Information of another User includes personal data, the receiving User shall process such personal data in compliance with Applicable Law, including the Digital Personal Data Protection Act, 2023, as an independent data fiduciary, and shall not further disclose or process it otherwise than in accordance with Applicable Law and the consent of the concerned person.

9.5. Without limiting the foregoing, a User shall not disclose to any third party, or use for any purpose other than the relevant Procurement Process or Transaction, any Confidential Information of another User received through the Platform, including the identity, contact details, pricing, Bids, commercial terms and personal data of such other User, except with the prior express consent of the disclosing User or as required under Applicable Law. Each User acknowledges that the Confidential Information of another User is made available solely for the purposes of the relevant Procurement Process or Transaction conducted through the Platform, and not for any independent, collateral or off-Platform use.

9.6. The obligations under Clause 9.2 shall not apply to information that the receiving party can demonstrate:

9.6.1. is or becomes publicly available other than through a breach of confidentiality;

9.6.2. was lawfully known to it before disclosure;

9.6.3. is lawfully received from a third party without a duty of confidentiality; or

9.6.4. is independently developed without use of the Confidential Information.

9.7. A party may disclose Confidential Information where required by Applicable Law, a court or governmental authority, provided that, to the extent legally permitted, it gives the disclosing party reasonable prior notice and discloses only the information legally required.

9.8. The Company may disclose User information and Platform-related information to its affiliates, employees, professional advisers, service providers and technology providers to the extent reasonably necessary to operate, secure, maintain or improve the Platform, provide the Platform Services, comply with Applicable Law or enforce these Terms, subject to appropriate confidentiality obligations and the Privacy Policy.

9.9. Nothing in this Clause 9 prevents the Company from using information that is aggregated, anonymised or otherwise reasonably incapable of identifying a particular User for purposes including analytics, reporting, benchmarking, security, service improvement and development of the Platform.

9.10. The obligations under this Clause 9 shall survive termination or expiry of these Terms for so long as the relevant information remains confidential, subject to Applicable Law.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All rights, title and interest in and to the Platform, Platform Services and Platform IP, including all software, source code, object code, interfaces, designs, databases, algorithms, AI models, prompts, scoring methodologies, audit trails, ACC formats, reports, documentation, trademarks, logos, trade names and other materials made available by the Company, shall remain exclusively owned by or licensed to the Company. Except for the limited rights expressly granted under these Terms, no right or licence in any such intellectual property is granted to the User.

10.2. Subject to the User’s continued compliance with these Terms, the Company grants the User a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform and Platform Services solely for the User’s legitimate business purposes and in accordance with these Terms.

10.3. The User shall not, and shall not permit any third party to:

10.3.1. copy, reproduce, modify, adapt, distribute, sell, lease, license or commercially exploit any part of the Platform or Platform IP;

10.3.2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying technology of the Platform;

10.3.3. remove, alter or obscure any proprietary notices, trademarks or other intellectual property notices appearing on the Platform; or

10.3.4. use the Platform or Platform IP to develop, train, operate or provide a competing product or service, except to the extent expressly permitted by Applicable Law.

10.4. Any suggestions, recommendations, ideas or feedback provided by a User regarding the Platform or Platform Services may be used by the Company without restriction or obligation to the User, including for developing, modifying or improving the Platform and Platform Services. Nothing in these Terms transfers ownership of any Platform IP to a User.

11. AI AND AUTOMATED FEATURES

11.1. The Platform may use artificial intelligence, machine learning, automated processes and other technologies to provide certain features, including requirement-drafting assistance, vendor matching, bid comparison, analytics, market benchmarks, risk indicators, recommendations and other decision-support functionalities (“AI Features”).

11.2. AI Features and any AI Outputs are provided for informational and decision-support purposes only. AI Outputs may be incomplete, inaccurate, outdated, biased or unsuitable for a particular purpose and shall not be treated as professional, legal, financial, tax, technical or procurement advice or as a substitute for the User’s own assessment and judgment.

11.3. The User shall independently verify the accuracy, completeness and suitability of any AI Output before relying on it or taking any action based on it, including before submitting or accepting a Requirement, Bid or Transaction. The Company does not warrant that any AI Output will be accurate, complete, reliable, current, unbiased or suitable for any particular purpose, or that any AI Feature will operate without errors, interruptions or limitations.

11.4. AI Features may be supported by or incorporate Third-Party Services, including third-party artificial intelligence models and technology providers. The availability and performance of such features may therefore depend on third-party systems, and the Company shall not be responsible for limitations or failures attributable to such Third-Party Services, except to the extent required by Applicable Law.

11.5. The User shall not use AI Features or AI Outputs as the sole basis for any decision where an error or inaccuracy could reasonably result in material financial, legal, regulatory, safety or other significant consequences.

11.6. The Company may modify, suspend or discontinue any AI Feature at any time and may implement reasonable safeguards, usage limits or restrictions on access to AI Features.

12. PLATFORM AVAILABILITY AND THIRD-PARTY SERVICES

12.1. The Company will use commercially reasonable efforts to keep the Platform and Platform Services available and operational. However, the Company does not guarantee that the Platform or any particular feature or functionality will be available continuously, without interruption or error, or at all times.

12.2. The Platform may be unavailable or temporarily restricted due to scheduled maintenance, upgrades, repairs, security measures, technical failures, system congestion, internet or telecommunications failures, power failures, cyber incidents, Force Majeure Events or other circumstances beyond the Company’s reasonable control.

12.3. The Company may modify, suspend or discontinue any feature, functionality or Platform Service where reasonably necessary for maintenance, security, legal or regulatory compliance, technical improvements or other legitimate operational purposes. Where reasonably practicable, the Company will provide prior notice of material planned interruptions.

12.4. The Platform may integrate with or rely upon Third-Party Services, including cloud infrastructure, payment-independent authentication services, verification services, APIs, communication services, analytics tools and artificial intelligence technologies. The availability or functionality of such Third-Party Services may affect the Platform, and the Company shall not be responsible for any failure, delay or limitation attributable to a Third-Party Service, except to the extent required by Applicable Law.

12.5. The Company does not guarantee that the Platform will be free from bugs, vulnerabilities, viruses or other technical defects, but may take reasonable measures to identify, address and mitigate such issues.

12.6. The User acknowledges that access to and use of the Platform requires compatible devices, software, internet connectivity and telecommunications services, which are the User’s responsibility and may be subject to separate charges imposed by third-party providers.

12.7. The Company shall not be responsible for any delay, loss or damage resulting from circumstances outside its reasonable control, including any Force Majeure Event or failure of third-party infrastructure, subject to the Company’s obligations under Applicable Law.

13. DATA PROTECTION AND PRIVACY

The collection, use, storage, disclosure and other processing of personal data in connection with the Platform and the Platform Services shall be governed by the Company’s Privacy Policy, as amended from time to time, which forms an integral part of these Terms. By accessing or using the Platform, the User acknowledges and agrees to the processing of personal data in accordance with the Privacy Policy and Applicable Law.

14. SUSPENSION, RESTRICTION AND TERMINATION

14.1. The Company may, at its discretion, suspend, restrict or terminate a User’s Account or access to any part of the Platform or Platform Services, or remove or suspend any Requirement, Bid or User Content, where (a) the User breaches these Terms, the applicable User Terms; (b) any information or document provided by the User is false, inaccurate, misleading or incomplete; (c) the Company reasonably suspects fraud, misuse, unauthorised access, unlawful activity or conduct that may adversely affect the Platform or any User; (d) the User fails to pay any amount due to the Company; (e) the User fails to provide information or documents reasonably requested by the Company for verification, compliance or security purposes; or (f) such action is required or reasonably necessary under Applicable Law or a direction of a competent authority.

14.2. The Company may also suspend or restrict access to the Platform or any functionality where reasonably necessary to address a security incident, technical issue, suspected compromise or other risk to the Platform or its Users.

14.3. Where reasonably practicable, the Company may notify the User of a suspension or restriction and, where the circumstances permit, provide the User an opportunity to remedy the relevant breach. The Company may, however, take immediate action without prior notice where it reasonably considers that immediate action is necessary to protect the Platform, its Users, the Company or to comply with Applicable Law.

14.4. A User may discontinue its use of the Platform at any time by requesting closure of its Account in accordance with the procedure specified by the Company. Termination of an Account shall not affect any rights, obligations, fees or liabilities accrued before termination.

14.5. Termination or suspension of an Account shall not affect any Transaction or obligation that has already arisen between the User and another User, or any obligation owed by the User to the Company, including payment obligations and obligations that are intended to survive termination.

14.6. The provisions of these Terms which by their nature are intended to survive termination, including provisions relating to intellectual property, confidentiality, fees, anti-circumvention, limitation of liability, indemnity, dispute resolution and accrued rights and obligations, shall survive termination or expiry of these Terms.

14.7. Following the withdrawal or cancellation of a registration, or the termination or closure of an Account, the Company shall retain the information relating to such registration for such period as may be required or for the maximum prescribed under Applicable Law, and shall thereafter deal with such information in accordance with the Privacy Policy and Applicable Law.

14.8. Where the Company removes or disables access to any information, data or communication link, whether on its own accord, pursuant to a grievance or pursuant to an order or direction of a court or a competent authority, the Company shall preserve such information, data or communication link together with the associated records for the period prescribed under Applicable Law, for the purposes of investigation.

15. LIMITATION OF LIABILITY

15.1. To the maximum extent permitted by Applicable Law, the aggregate liability of the Company, its affiliates and their respective directors, officers and employees arising out of or in connection with these Terms, the Platform, the Platform Services or any Transaction, whether in contract, tort, negligence, statute or otherwise, shall not exceed the total Platform Fees actually paid by such User to the Company during the three (3) months immediately preceding the event giving rise to the claim, or INR 5,000 (Indian Rupees Five Thousand), whichever is lower.

15.2. To the maximum extent permitted by Applicable Law, the Company and its directors, officers, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profits, revenue, business, opportunity, goodwill, anticipated savings, contracts or reputation, or any loss, corruption or interruption of data.

16. INDEMNITY

16.1. The User shall indemnify, defend and hold harmless the Company and its directors, officers, employees, and affiliates from and against all claims, demands, proceedings, losses, damages, liabilities, penalties, costs and expenses (including reasonable legal fees and defence costs) arising out of or in connection with (a) any breach by the User of these Terms, the applicable User Terms, or Applicable Law; (b) any false, inaccurate, misleading or unauthorised information or User Content submitted by the User; (c) any infringement or violation of any intellectual property, privacy, confidentiality or other rights of a third party by the User; (d) any Transaction or dispute between the User and another User, including any matter relating to price, quality, delivery, payment, taxes, performance or non-performance; (e) any tax, duty, levy, interest, penalty or other liability arising from the User’s acts, omissions or obligations; (f) any fraud, negligence, wilful misconduct or unlawful act or omission of the User or its officers, employees, representatives, contractors or agents; or (g) any claim by a third party arising from the User’s use of the Platform or Platform Services.

16.2. The Company shall notify the User of any claim for which indemnification is sought and may, at its option, require the User to assume the defence at its cost or defend the claim itself and recover its reasonable defence costs from the User. The User shall not settle any such claim in a manner that imposes any liability or obligation on the Company without the Company’s prior written consent.

16.3. The obligations under this Clause shall survive termination or expiry of these Terms and closure of the User’s Account.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. The Terms and all matters arising out of or in connection with the Platform shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

17.2. Subject to Clause 17.3, the courts at Mumbai, Maharashtra, India shall have exclusive jurisdiction over all matters arising in connection with these Terms and the Platform. The User irrevocably submits to the jurisdiction of such courts.

17.3. Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties. Failing agreement on the appointment of the sole arbitrator within thirty (30) days of one party receiving a written request from the other to refer the dispute to arbitration, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Mumbai, Maharashtra, India, and the language of the arbitration shall be English. The arbitral award shall be final and binding on the parties. Nothing in this Clause shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction.

17.4. Notwithstanding Clause 17.3, either party may apply to a court of competent jurisdiction in Mumbai for interim, urgent, or injunctive relief in aid of arbitration, including (without limitation) for the protection of Confidential Information, intellectual property, or trade-secret rights.

18. REVIEWS AND RATINGS

18.1. The Platform may make available functionality enabling User to submit a Review in respect of each other following a Transaction or a Procurement Process. A Review may be displayed publicly on the Platform, including on the profile of the User to whom it relates, and may be aggregated into a rating, score or other profile attribute displayed to other Users.

18.2. A Review constitutes User Content for the purposes of these Terms, and Clause 4 shall apply to it. The User submitting a Review shall be solely responsible for it and for ensuring that it complies with these Terms and Applicable Law.

18.3. The User shall ensure that every Review submitted by it:

18.3.1. relates to a Requirement, Procurement Process or Transaction in which the User has actually participated through the Platform;

18.3.2. is based on the User’s genuine and first-hand experience;

18.3.3. is accurate, fair and not misleading, and distinguishes between statements of fact and expressions of opinion;

18.3.4. does not contain any defamatory, obscene, abusive, threatening or unlawful content, or any information described in Clause 4.6;

18.3.5. does not disclose the Confidential Information of another User, or the pricing or other commercially sensitive terms of any Bid or Transaction, except to the extent reasonably necessary to explain the Review and permitted under Clause 9;

18.3.6. does not disclose the identity of an anonymised User or otherwise circumvent any anonymity or identity feature of the Platform; and

18.3.7. does not contain the personal data of any individual, except to the extent necessary and permitted under Applicable Law.

18.4. The User shall not, directly or indirectly:

18.4.1. submit a Review in respect of itself, a related party or a competitor, or procure any person to do so;

18.4.2. offer, solicit, request, accept or provide any payment, discount, benefit or other inducement in exchange for the submission, modification, withholding or withdrawal of a Review;

18.4.3. submit, or procure the submission of, any false, fabricated, duplicated or non-genuine Review, or submit Reviews through multiple Accounts;

18.4.4. use a Review, or the threat of a Review, to coerce or improperly influence another User in relation to a Transaction, a price, a variation of terms, the settlement of a dispute or any other commercial matter;

18.4.5. submit a Review in retaliation for a Review received, or for the exercise by another User of any right available to it under these Terms or Applicable Law; or

18.4.6. use any automated means, bot or script to submit, manipulate, suppress or influence Reviews or any rating derived from them.

18.5. The Company does not verify, endorse, adopt or guarantee the accuracy, completeness, currentness or reliability of any Review. A Review represents the opinion of the User who submitted it and not that of the Company. Each User shall exercise its own judgment and conduct its own due diligence and shall not rely on a Review as the sole basis for any decision to publish a Requirement, submit a Bid, accept a Bid or enter into a Transaction.

18.6. The Company may, but shall not be obliged to, moderate, screen, decline to publish, restrict, remove or disable access to any Review which it reasonably considers to be in breach of these Terms, unlawful, defamatory, misleading, fraudulent, manipulated or otherwise inconsistent with the integrity of the Platform, and may withhold publication of a Review pending verification. The Company may display contextual information alongside a Review, including whether it relates to a verified Transaction.

18.7. The User shall not rely on a Review as the sole basis for any decision to engage with another User, accept/submit a Bid or enter into a Transaction, and shall conduct such independent due diligence as it considers necessary.

18.8. A User in respect of whom a Review has been published may submit a response through the facility made available on the Platform, and may report the Review to the Company in accordance with Clause 20. Where the Company removes or declines to publish a Review, it shall, where reasonably practicable, notify the User who submitted it and afford that User a reasonable opportunity to dispute the action, and the Grievance Officer shall maintain oversight of the resolution of any such dispute.

18.9. The User grants the Company a non-exclusive, worldwide, royalty-free, perpetual and irrevocable licence to host, store, reproduce, publish, display, distribute and otherwise use any Review submitted by it, and any aggregate rating derived from it, in connection with the operation, promotion and improvement of the Platform. This licence shall survive the closure of the User’s Account.

18.10. A Review, and any rating derived from it, may continue to be displayed on the Platform following the suspension, termination or closure of the Account of the User who submitted it or of the User to whom it relates, subject to the Privacy Policy and Applicable Law. The Company may anonymise, restrict or remove a Review where required under Applicable Law or where it considers such action reasonably necessary.

18.11. A breach of this Clause may result in the removal of the relevant Review, an adjustment to or suspension of the User’s rating or profile score, restriction of Platform functionality, or the suspension or termination of the User’s Account in accordance with Clause 14, without prejudice to any other right or remedy available to the Company under these Terms or Applicable Law.

19. GENERAL PROVISIONS

19.1. Relationship. Nothing in the Terms creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship between the Company and any User. No User has any authority to act for, bind, or represent the Company in any manner, and the Company has no such authority in respect of any User.

19.2. Amendment. The Company may amend these Terms from time to time. Any revised Terms become effective upon publication on the Platform, unless otherwise stated. Your continued use of the Platform after such publication constitutes your acceptance of the revised Terms.

19.3. Notices. The Company may give notices to you through the Platform, by email, or by SMS to your registered contact details. You may give notice to the Company at the address or email specified in these Terms or on the Platform.

19.4. Assignment. You may not assign or transfer your rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or transfer its rights and obligations under these Terms to any affiliate or successor.

19.5. Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

19.6. Waiver. No failure or delay by the Company in exercising any right shall operate as a waiver of that right.

19.7. Force Majeure. The Company shall not be liable for any failure or delay in performance arising due to a Force Majeure Event.

19.8. Survival. Any provision that by its nature is intended to survive termination shall survive.

19.9. Consent to electronic records. You consent to receive communications and records from the Company in electronic form, and you agree that these Terms and all such records satisfy any requirement that they be in writing.

19.10. Language. These Terms, the applicable User Terms and the Privacy Policy are published in the English language and, to the extent required under Applicable Law, shall be made available in such language specified in the Eighth Schedule to the Constitution of India as the Company may notify on the Platform from time to time. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

20. GRIEVANCE REDRESSAL

20.1. In accordance with the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Company has appointed a Grievance Officer to address complaints regarding the Platform, User Content, or any violation of these Terms. The details of the Grievance Officer are:

Name: Mr. Ketan Mirchandani

Address: Unit No. 1802, Marathon Emblem, Mulund Goregaon Link Road, Mulund West, Mumbai -400080

Email: support@myprocurehub.com

Mob No.: +91 72087 27123

20.2. Complaints relating to the processing of personal information are dealt with in accordance with the Privacy Policy.

21. HOW TO CONTACT US

If you have any questions about these Terms, please feel free to write to us at support@myprocurehub.com, and we will reach out to you as soon as possible.

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