Partner Terms & Conditions

These Terms of Engagement (the “Agreement”) govern the relationship between UTC Digital Technologies Private Limited, a company incorporated under the Companies Act, 2013, having PAN AADCU0037B and its office at 5th Floor, Tech Web Centre, New Link Road, Oshiwara, Andheri West, Mumbai – 400102 (the “Company”), and the reseller accepting this Agreement electronically during onboarding (the “Reseller”). The Company and the Reseller are collectively referred to as the “Parties” and individually as a “Party”.

By clicking “I Agree”, completing onboarding, accessing the Platform, or undertaking any transaction through the Platform, the Reseller agrees to be bound by this Agreement.

The Reseller’s commercial particulars, including its legal name, PAN, place of business, and operational territory, as provided during the Reseller onboarding process, shall form an integral part of this Agreement. This Agreement shall become effective on the date the Reseller electronically accepts these Terms.

Recitals

• The Company owns and operates the circular economy platform under the name “DIGI2L” (the “Platform”), which facilitates programmes conducted by Brands and enables transactions between Customers and Resellers for the exchange, buyback, refurbishment, recycling, resale, and other lawful processing of eligible used products.
• The Reseller is primarily engaged in the business of buying, reselling, refurbishing, recycling, and otherwise dealing in used products, including consumer durables and large appliances. As an integral part of such business, the Reseller shall collect, transport, store, dismantle, recycle, dispose of, or otherwise process e-waste only in accordance with applicable law and all registrations, authorisations, licences, certifications, approvals, and empanelment required under applicable e-waste, environmental, pollution control, municipal, and other regulatory requirements.
• The Reseller wishes to participate in such Programmes, purchasing eligible Products from Customers through the Platform and performing the associated collection and fulfilment services in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.

Definitions

• “Effective Date” means the date on which the Reseller electronically accepts these Terms.
• “Platform” means the technology platform owned and operated by the Company under the name “DIGI2L”, through which the Company facilitates exchange, buyback, refurbishment, recycling, resale, and other circular economy programmes.
• “Program” means any exchange, buyback, upgrade, circular economy, refurbishment, recycling, resale, or other programme conducted by the Company or a Brand through the Platform.
• “Order” means a request for collection or purchase of a Product generated through the Platform and assigned to a Reseller.
• “Product” means any used product eligible for collection, exchange, buyback, refurbishment, recycling, resale, or other processing through the Platform.
• “Reseller” means a person or entity onboarded on the Platform to purchase Products from Customers for refurbishment, resale, recycling, or any other lawful purpose.
• “Customer” means an end user who offers a Product for exchange, buyback, sale, or collection through the Platform.
• “Brand” means any original equipment manufacturer (OEM), brand owner, retailer, or other business entity that conducts or participates in a Program through the Platform.
• “Territory” means the geographical area in which the Reseller is authorised to operate, as communicated or updated by the Company through the Platform from time to time.
• “Deposit Account” means the advance amount maintained by the Reseller with the Company for facilitating payments to Customers and settlement of charges payable under this Agreement.

Unless the context otherwise requires:

• references to the singular include the plural and vice versa;
• the words “including”, “include”, and “includes” shall be deemed to mean “including without limitation”; and
• headings are inserted for convenience only and shall not affect the interpretation of this Agreement.

1. Scope of Engagement

Upon successful onboarding and verification, the Reseller shall be granted access to the Platform, through which it may view the various Programs made available by the Company from time to time. The Reseller may participate in such Programs subject to its eligibility, the terms applicable to the relevant Program, and this Agreement.

The Company acts solely as a technology platform facilitating transactions between Customers, Brands, and Resellers. Unless expressly agreed otherwise in writing, the Company does not buy, sell, own, possess, or take title to any Product at any stage of the transaction.

The Company reserves the right to introduce, modify, suspend, or discontinue any Program, feature, eligibility criteria, pricing mechanism, operational requirement, or other functionality available on the Platform from time to time.

The Reseller may receive Orders for the collection and purchase of Products from Customers through the Platform in accordance with the order allocation mechanism specified on the Platform. The Reseller acknowledges that allocation of Orders is not guaranteed and shall remain at the sole discretion of the Company, taking into account factors including performance, operational coverage, Deposit Account balance, compliance history, customer experience, and business requirements.

The Reseller shall ensure that all information, transaction details, and supporting documents required for a Program or an Order are accurately, completely, and promptly uploaded to the Platform, whether by the Customer with the assistance of the Reseller or directly by the Reseller, as applicable. Such information shall include, where applicable, invoices for new products, serial numbers, customer acknowledgements, pickup confirmations, payment confirmations, photographs, documents required by the relevant Brand, and any other information or documentation specified by the Company from time to time.

Upon receipt of an Order, the Reseller shall perform and complete all activities strictly in accordance with this Agreement, the applicable Program terms, the Company’s Standard Operating Procedures (the “SOPs”), turnaround time requirements (the “TATs”), service levels, pricing, payment mechanisms, documentation requirements, and any other instructions communicated by the Company through the Platform from time to time.

The Reseller shall, at all times during the Term, maintain an adequately funded Deposit Account on the Platform. The Deposit Account shall serve as the primary funding source for all transactions undertaken by the Reseller through the Platform and shall be used for: (i) payment to Customers for Products purchased by the Reseller through the Platform; (ii) deduction of the Platform Fee together with applicable GST; and (iii) deduction or recovery of any other amounts payable by the Reseller to the Company under or in connection with this Agreement.

The Reseller shall maintain a minimum balance of INR 10,000 in the Deposit Account at all times, or such other amount as may be prescribed by the Company through the Platform from time to time (the “Minimum Deposit Amount”). Maintaining the Minimum Deposit Amount shall be a pre-condition for receiving, accepting, processing, or completing Orders through the Platform.

If the balance in the Deposit Account falls below such threshold as notified by the Company from time to time, the Company may notify the Reseller through the Platform, email, SMS, or any other mode of communication. Such notification is provided solely as a courtesy and shall not limit or affect the Reseller’s obligation to maintain the Minimum Deposit Amount at all times.

If the Reseller fails to replenish the Deposit Account after its balance falls below the Minimum Deposit Amount, or if the Deposit Account is otherwise insufficient to process a transaction, the Reseller shall not be entitled to receive, accept, process, or complete Orders until the Deposit Account is restored to at least the Minimum Deposit Amount. The Company shall have no obligation to allocate Orders to the Reseller during such period.

The Company shall have the right to set off, deduct, retain, or recover from the Deposit Account any amounts payable by the Reseller under this Agreement, including the Platform Fee, applicable GST, losses, damages, penalties, customer claims, and any other amounts due to the Company. Where reasonably practicable, the Company may provide prior written notice of such deduction. If the balance in the Deposit Account is insufficient to satisfy any amount due, the Reseller shall promptly pay the outstanding amount upon written demand by the Company. In the event of any dispute, the Company may retain the disputed amount pending resolution, without prejudice to its other rights and remedies under this Agreement or applicable law.

The Reseller may undertake logistics operations through its own personnel or through third-party logistics partners empanelled by the Company. Where the Reseller engages a third-party logistics partner, only logistics partners onboarded, verified, and approved by the Company shall be used. The Reseller shall remain solely responsible for ensuring that its personnel and logistics partners comply with this Agreement, the Company’s SOPs, and all applicable laws, and shall be liable for all acts, omissions, and liabilities arising from their conduct and performance. Nothing in this Agreement shall be construed as creating any employment, agency, partnership, joint venture, or contractual relationship between the Company and any personnel or logistics partner engaged by the Reseller.

The Company shall have no liability whatsoever for any claims, losses, damages, penalties, customer complaints, regulatory proceedings, delays, failed pickups, mishandling, theft, loss of or damage to Products, improper disposal, environmental non-compliance, or any other act or omission of the Reseller, its personnel, or its logistics partners.

2. Term and Termination

Term. This Agreement shall become effective on the Effective Date and shall remain in force unless terminated in accordance with this Agreement. The Reseller may terminate this Agreement by providing the Company with not less than thirty (30) days’ prior written notice and completing all pending Orders, unless otherwise directed by the Company. The Company may terminate this Agreement, suspend the Reseller’s access to the Platform, or discontinue the allocation of Orders at any time, with or without notice, at its sole discretion.

Termination for Cause. The Company may terminate this Agreement with immediate effect by written notice to the Reseller if:

• the Reseller commits a material breach of this Agreement and fails to remedy such breach within seven (7) days of receiving written notice;
• the Reseller repeatedly fails to comply with the applicable service levels, turnaround times (TATs), key performance indicators (KPIs), Standard Operating Procedures (SOPs), or other operational requirements communicated by the Company;
• any act or omission of the Reseller, its personnel, or its logistics partners results in material customer complaints, reputational harm, or poses a risk to the Company, any Brand, or the Platform;
• the Reseller fails to maintain the Minimum Deposit Amount or fails to replenish the Deposit Account in accordance with this Agreement;
• the Reseller engages in fraud, wilful misconduct, gross negligence, or is in breach of any applicable law or regulatory requirement; or
• the Reseller becomes insolvent, enters into liquidation, has a receiver, administrator, or similar officer appointed over its assets, ceases to carry on business, or is otherwise unable to perform its obligations under this Agreement.

Suspension. Without prejudice to the Company’s other rights and remedies under this Agreement or applicable law, the Company may immediately suspend the Reseller’s access to the Platform, participation in any Program, or allocation of Orders if:

• the Company reasonably believes that the Reseller has breached or is likely to breach this Agreement;
• continued participation by the Reseller may adversely affect Customers, Brands, the Platform, or the Company’s business or reputation;
• the Deposit Account falls below the Minimum Deposit Amount or is otherwise insufficient to process transactions;
• there is any operational, legal, regulatory, fraud, cybersecurity, or security risk; or
• such suspension is reasonably necessary to protect the interests of the Company, Customers, Brands, or the Platform.

The Company may revoke such suspension once the relevant issue has been rectified to the Company’s reasonable satisfaction.

Effect of Termination. Upon termination or expiry of this Agreement:

• the Reseller’s right to access and use the Platform shall immediately cease, unless otherwise permitted by the Company for the limited purpose of completing pending obligations;
• the Company may, at its sole discretion, require the Reseller to complete pending Orders, reassign such Orders to another reseller, or cancel such Orders, as it deems appropriate;
• the Company shall be entitled to set off, deduct, and recover from the Deposit Account all amounts payable by the Reseller under this Agreement, including the Platform Fee, applicable GST, losses, damages, penalties, customer claims, and any other outstanding dues;
• following reconciliation of accounts and deduction of all amounts payable by the Reseller, the Company shall refund the remaining undisputed balance, if any, standing to the credit of the Deposit Account to the Reseller within thirty (30) days;
• the Reseller shall immediately cease using and, at the Company’s option, return or securely delete all Confidential Information, Company data, documents, materials, and other information belonging to or made available by the Company, and shall certify such deletion or return upon the Company’s request; and
• termination or expiry shall not affect any rights, obligations, or liabilities accrued prior to the effective date of termination. The provisions relating to confidentiality, intellectual property, data protection, indemnity, limitation of liability, payment obligations, dispute resolution, governing law, and any other provisions which by their nature are intended to survive shall continue in full force and effect.

3. Roles and Responsibilities of the Reseller

• The Reseller shall comply with this Agreement, the applicable Program terms, the Company’s SOPs, TATs, and all operational instructions communicated by the Company through the Platform from time to time.
• The Reseller shall ensure the security, confidentiality, and protection of all data accessed, received, or processed under this Agreement and shall comply with this Agreement, the Company’s data protection / privacy policy made available from time to time, and all applicable laws.
• The Reseller shall ensure that all personnel engaged in the performance of its obligations under this Agreement are suitably qualified, appropriately trained, duly verified, and comply with all applicable laws, safety requirements, and the Company’s SOPs.
• The Reseller shall maintain adequate operational capacity, manpower, infrastructure, equipment, and financial resources to perform its obligations under this Agreement and to meet the operational requirements of the Programs in which it participates.
• The Reseller shall obtain and maintain all registrations, licences, authorisations, approvals, certifications, and permits required under applicable law for carrying on its business and performing its obligations under this Agreement, including compliance with applicable e-waste, environmental, pollution control, municipal, and other regulatory requirements.
• The Reseller shall, at its own cost, maintain throughout the Term adequate insurance coverage with a minimum coverage of INR 50,00,000 (Rupees Fifty Lakhs), including commercial general liability, third-party liability, employee insurance, cyber liability, and transit insurance, sufficient to cover its obligations and risks under this Agreement. The Reseller shall provide documentary evidence of such insurance to the Company upon request.

4. Fees and Invoicing

The Company may levy such fees, charges, commissions, deductions, or other amounts in connection with any Program or Order as determined by the Company from time to time. The applicable fees and charges for each Order shall be displayed on the Platform at the time the Order is made available to the Reseller. By accepting an Order through the Platform, the Reseller irrevocably agrees to the applicable fees and charges displayed for that Order and authorises the Company to deduct such amounts, together with applicable GST and other applicable taxes, from the Reseller’s Deposit Account upon completion of the relevant transaction or at such other time as specified on the Platform.

The Company shall generate the applicable tax invoice for all fees and charges levied under this Agreement, and such invoice shall be made available to the Reseller through the Platform for download.

By accepting an Order through the Platform, the Reseller acknowledges and agrees to the fees and charges displayed in respect of such Order and irrevocably authorises the Company to deduct the same, together with applicable GST and other applicable taxes, from the Deposit Account. If the Reseller disputes the amount deducted on the ground of any billing or computational error, it shall notify the Company’s accounts team in writing within seven (7) days from the date of the invoice, setting out the reasons for such dispute. If no such notice is received within such period, the Reseller shall be deemed to have waived and forever relinquished any right to dispute or make any claim in respect of such deduction or invoice.

5. Audit Rights

The Company may, upon reasonable prior notice and during normal business hours, audit or inspect the Reseller’s records, documents, and processes relating to this Agreement for the limited purpose of verifying compliance with this Agreement, applicable Program requirements, the Company’s SOPs, data protection obligations, applicable laws, and documentation relating to Orders processed through the Platform.

The Reseller shall provide all reasonable cooperation and access to relevant information requested by the Company for the purposes of such audit.

If any material non-compliance is identified during the audit, the Reseller shall promptly rectify such non-compliance at its own cost. Where the audit establishes a material breach of this Agreement by the Reseller, the Company may recover the reasonable external costs of conducting such audit from the Reseller.

6. Warranties

Company Warranties. The Company represents and warrants that, as of the Effective Date:

• it is duly incorporated, validly existing, and has the requisite authority to enter into and perform its obligations under this Agreement;
• it owns and operates the Platform and has the necessary rights to permit the Reseller to access and use the Platform in accordance with this Agreement;
• it shall use commercially reasonable efforts to operate and maintain the Platform in accordance with applicable laws; and
• except as expressly provided in this Agreement, the Platform is provided on an “as is” and “as available” basis, and the Company makes no other representations or warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, uninterrupted availability, or error-free operation.

Reseller Warranties. The Reseller represents, warrants, and undertakes that:

• it is duly organised, validly existing, and authorised to carry on its business under applicable law;
• it has full power and authority to enter into and perform this Agreement;
• it has obtained and shall maintain all registrations, licences, approvals, authorisations, certifications, and permits required to perform its obligations under this Agreement, including those required under applicable e-waste, environmental, and other regulatory laws;
• all information, documents, records, and data provided to the Company or uploaded to the Platform shall be true, accurate, complete, and not misleading;
• it shall comply with this Agreement, the applicable Program terms, the Company’s SOPs, and all applicable laws;
• it shall not infringe any intellectual property or other rights of any third party while performing its obligations under this Agreement;
• it shall not assign, subcontract, or delegate any of its obligations under this Agreement except as expressly permitted under this Agreement or with the Company’s prior written approval; and
• it shall promptly notify the Company of any event or circumstance that may materially affect its ability to perform its obligations under this Agreement.

7. Indemnity and Liability

Reseller Indemnity. The Reseller shall indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, agents, and representatives (the “Company Indemnified Parties”) from and against all losses, liabilities, damages, claims, demands, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• any breach of this Agreement or applicable law by the Reseller, its personnel, logistics partners, contractors, agents, or representatives;
• any customer claims, disputes, complaints, or losses arising from any transaction, collection, pickup, payment, settlement, product handling, or customer interaction undertaken by the Reseller;
• any regulatory action, investigation, notice, penalty, or fine arising from the Reseller’s business, operations, or performance under this Agreement;
• any data breach, cybersecurity incident, unauthorised access, disclosure, loss, misuse, or unlawful processing of personal data or customer data by the Reseller or any person acting on its behalf;
• any infringement or alleged infringement of the intellectual property or other rights of the Company, any Brand, Customer, or third party caused by the Reseller;
• any logistics failure, delay, failed pickup, mishandling, loss, theft, damage, improper disposal, or unsafe handling of Products or materials; and
• any environmental damage, e-waste violation, or breach of applicable environmental, pollution control, municipal, recycling, waste management, or hazardous materials laws.

Reseller Liability. The Reseller’s liability under this Agreement shall be unlimited in respect of: (a) its indemnity obligations above; (b) any data protection breach or cybersecurity incident; (c) fraud, wilful misconduct, gross negligence, or breach of applicable law; (d) any environmental, e-waste, pollution control, or other regulatory violation; and (e) infringement of intellectual property rights or misuse of the Company’s Confidential Information. Subject to the foregoing, the Reseller’s aggregate liability under this Agreement shall not exceed the total transaction value of Orders processed by the Reseller through the Platform during the twelve (12) months immediately preceding the event giving rise to the claim.

Company Liability. In no event shall the Company’s aggregate liability, whether in contract, tort, indemnity, or otherwise, for any claim arising out of or relating to a specific Order exceed two (2) times the value of the relevant Product forming the subject matter of such Order. The Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including any loss of profits, revenue, business, goodwill, anticipated savings, data, or business opportunity.

8. General Covenants

• Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.
• Nothing in this Agreement shall be construed as granting the Reseller any ownership, licence, or other proprietary right, title, or interest in or to the Platform, the Company’s intellectual property, technology, software, trademarks, business processes, data, or other proprietary materials, except for the limited right to access and use the Platform in accordance with this Agreement.
• The Reseller’s participation under this Agreement is non-exclusive and shall not create any partnership, joint venture, agency, or fiduciary relationship between the Parties.

9. Confidentiality

• For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed or made available by or on behalf of the Company to the Reseller, whether through the Platform or otherwise, including the Company’s business model, commercial terms, pricing, Platform, software, technology, workflows, processes, Standard Operating Procedures (SOPs), customer information, Brand information, business strategies, reports, analytics, documentation, and any other proprietary or confidential information.
• The Reseller shall keep all Confidential Information strictly confidential and shall not disclose, copy, reproduce, publish, distribute, or make it available to any third party, except to the extent strictly necessary for performing its obligations under this Agreement and only to personnel who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set out in this Agreement.
• The Reseller shall use Confidential Information solely for performing its obligations under this Agreement and shall not use it for its own benefit or for the benefit of any third party, including to replicate, compete with, or develop products, services, workflows, pricing models, or business models similar to those of the Company.
• The Reseller shall protect Confidential Information using at least reasonable care and shall immediately notify the Company of any actual or suspected unauthorised use, access, or disclosure.
• Upon termination of this Agreement or upon the Company’s request, the Reseller shall promptly return or securely delete all Confidential Information in its possession or control, except where retention is required by applicable law.
• The obligations under this clause shall survive termination or expiry of this Agreement for three (3) years, or for so long as the relevant information remains confidential under applicable law, whichever is longer.
• Any unauthorised use or disclosure of Confidential Information may cause irreparable harm. The Company shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available under this Agreement or applicable law.

10. Data Protection

• The Reseller shall process, access, use, store, and handle Customer data and any other personal data made available through the Platform only for the purpose of performing its obligations under this Agreement and in accordance with applicable law, this Agreement, the Company’s instructions, and the data protection / privacy policy made available by the Company from time to time.
• The Reseller shall not use Customer data or personal data for any independent, commercial, marketing, resale, analytics, profiling, or other purpose not expressly authorised by the Company.
• The Reseller shall implement reasonable technical and organisational measures to protect Customer data and personal data against unauthorised access, use, disclosure, loss, destruction, alteration, or misuse.
• The Reseller shall ensure that its personnel and logistics partners who access Customer data are bound by confidentiality and data protection obligations and access such data only on a need-to-know basis.
• The Reseller shall promptly notify the Company of any actual or suspected data breach, unauthorised access, disclosure, loss, or misuse of Customer data or personal data and shall fully cooperate with the Company in investigating, mitigating, and remedying such incident.
• Upon termination of this Agreement, or upon the Company’s request, the Reseller shall return or securely delete all Customer data and personal data in its possession or control, except where retention is required under applicable law.

11. Intellectual Property

• All right, title, and interest, including all intellectual property rights, in and to the Platform, the DIGI2L website, software, source code, object code, databases, technology, architecture, algorithms, trademarks, trade names, logos, documentation, designs, and all updates, enhancements, modifications, and derivative works thereof shall remain vested solely and exclusively in the Company or its licensors, as applicable.
• Subject to the terms of this Agreement, the Company grants the Reseller a limited, revocable, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Platform solely for the purpose of participating in the Programs and performing its obligations under this Agreement. No other rights are granted or implied.
• Except as expressly permitted under this Agreement, the Reseller shall not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works from, distribute, commercially exploit, or otherwise use the Platform or any intellectual property of the Company.
• The Reseller shall not register, apply for registration of, challenge, or assist any third party in registering or claiming any intellectual property rights that are identical or confusingly similar to the Company’s intellectual property.
• Upon termination or expiry of this Agreement, the Reseller shall immediately cease all use of the Platform and shall return or permanently delete all Company materials, documentation, and other proprietary information in its possession or control, unless retention is required by applicable law.
• Any unauthorised use or infringement of the Company’s intellectual property shall constitute a material breach of this Agreement. The Company shall be entitled to seek injunctive or equitable relief, in addition to damages and any other remedies available under this Agreement or applicable law.

12. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations, other than accrued payment obligations, to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, governmental actions, lockdowns, changes in law, strikes not limited to its own workforce, or failure of utilities, transport, communication networks, or supply chains.

The affected Party shall promptly notify the other Party, use reasonable efforts to mitigate the impact, and resume performance as soon as reasonably practicable. Obligations shall be suspended only to the extent and for the period affected by the Force Majeure Event. If the Reseller’s performance is affected due to its personnel or logistics partners, this shall qualify as force majeure only where the underlying event itself qualifies under this clause. Nothing shall shift responsibility for the Reseller’s personnel or logistics partners to the Company.

If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement by written notice, without affecting rights or obligations accrued before termination. Force majeure shall not excuse any failure caused by negligence, wilful misconduct, lack of reasonable precautions, or breach of applicable law.

13. Independent Contractor

The Reseller is an independent contractor. Nothing in this Agreement shall create any partnership, joint venture, employment, agency, fiduciary, franchise, or representative relationship between the Parties. The Reseller shall have no authority to bind, represent, make commitments, or incur obligations on behalf of the Company in any manner.

14. Assignment

The Company may assign, novate, or transfer this Agreement, in whole or in part, to any affiliate, group company, successor, purchaser, or third party without the Reseller’s prior consent. The Reseller shall not assign, transfer, subcontract, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without the Company’s prior written approval, except to the extent expressly permitted under this Agreement. Any attempted assignment or delegation in breach of this clause shall be void.

15. Amendment

The Company may amend or update this Agreement from time to time. Any revised version shall be made available on the Platform and shall become effective from the date specified therein. The Reseller’s continued access to or use of the Platform after such effective date shall constitute acceptance of the amended Agreement.

16. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, understandings, representations, and agreements, whether oral or written, relating thereto.

17. Waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. Any waiver shall be effective only if made in writing and shall apply only to the specific matter for which it is given.

18. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deemed severed to the extent necessary, and the remaining provisions shall continue in full force and effect.

19. Survival

The provisions relating to confidentiality, data protection, intellectual property, payment obligations, indemnity, limitation of liability, dispute resolution, governing law, and any other provisions which by their nature are intended to survive, shall survive the termination or expiry of this Agreement.

20. Governing Law, Dispute Resolution and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. The Parties shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through amicable discussions. If the dispute is not resolved within fifteen (15) days of written notice of the dispute, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties fail to mutually appoint an arbitrator, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall exclusively be Mumbai, Maharashtra, India, and the arbitration proceedings shall be conducted in the English language.

Nothing in this clause shall prevent the Company from seeking interim, injunctive, or other equitable relief from the courts of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights. Subject to the foregoing, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction in respect of matters arising out of or in connection with this Agreement, including applications for interim relief and enforcement of any arbitral award.

By accepting this Agreement during onboarding, the Reseller confirms that it has read, understood, and agreed to be bound by these Terms of Engagement, together with the Company’s Terms & Conditions and Privacy Policy.