Parties Introduction
These Terms and Conditions are agreed upon as of today, between Us, as an individual/entity residing anywhere in the world and HIGH SEAS WORLDWIDE PRIVATE LIMITED, (HSW) a company incorporated under the laws of the Companies Act 1956, and having its registered office at 6th floor, 601/A, center point ring road, sagarampura, surat, Gujarat, 395001, hereinafter referred to as HSW to govern user engagement with and usage of HSW for COMPUTERIZED EMBROIDERY MACHINE & THREADS.
Introduction of HSW
HSW is a reputed manufacturing company of the product ‘COMPUTERIZED EMBROIDERY MACHINE & THREADS.’
Acceptance of Terms
Us shall be considered to have agreed to and accepted the below-given Terms & Conditions just us Sign or use the HSW. COMPUTERIZED EMBROIDERY MACHINE & THREADS.
1. DEFINITIONS
1.1 “Customer” means any person who contracts with us for purchase of goods and/or services and makes a payment or remittance there under.
1.2 “Customer Payment Amount” means the amount paid by the Customer to us, using the Service, for purchase of any goods and/or services.
1.3 "Merchant Services" the services or products provided by us to our Customer/s, the remittance/payment for which is to be made through the Customer's valid accounts / Card/s or bank account, using HSW Services and product.
1.4 “Transaction” shall mean an electronic financial transaction undertaken using the HSW Services and product.
2. ELIGIBILITY TO USE
2.1 Us expressly acknowledge and agree that:
(i) Us are a legal person;
(ii) Us are capable of entering and authorized to enter into a legally binding agreement;
(iii) Our employees, officers, representatives, and other agents accessing HSW are duly authorized to access the HSW Service and product to legally bind us to these terms and all actions;
(iv) All registration information us submit is accurate and truthful;
(v) Us will maintain the accuracy of such information;
(vi) Us are not barred or otherwise legally prohibited from accessing or using HSW's services under the laws of India;
(vii) Us are an entity duly constituted and validly existing under Indian law,
(viii) Expressly acknowledges and agrees that use of the HSW Services and product is permitted only for those who are physically located in India at the time of registration, linking to any offering forming part of the HSW Services and product and processing/undertaking a Transaction.
2.2 To avail the HSW Services and product, one should be business entity holding an active Indian mobile number and bank account.
3. SCOPE
3.1 HSW has developed and is the owner of certain software which enables processing payment services and Transactions through Processing Mechanism for automated acceptance of payments (“HSW Services and product”).
3.2 The scope of HSW Services and product, including the terms of use, is subject to amendments from time to time, which shall be notified to us upon any material amendments being implemented. Without prejudice to the generality of the foregoing, HSW shall be entitled to undertake enhancements for customer experience and transaction security in its absolute discretion. For the avoidance of any doubt, it is clarified that enhancements may also be in the nature of optimisation procedures, both manual and machine learning based, for different modes of payments in order to improve the payment performance.
3.3 Us acknowledge that it shall be required to provide up to date, correct and accurate information, including its mobile number registered with the relevant bank, email address, and any other information, details as maybe required by HSW from time to time.
3.4 Us undertake not to access or attempt to access the HSW Services and product by any means other than through the interface that is provided by HSW and in the manner permitted thereby. Us specifically undertake not to access or attempt to access the HSW Services and product through any automated means (including by use of scripts or web crawlers).
4. HSW FEES
4.1 In consideration of and subject to payment of the HSW Fees, HSW has agreed to make available the HSW Services and product to us at some specific amount (price can be vary according to the product)
4.2 Quoted HSW Fees is exclusive of any applicable taxes, all of which shall be the liability of and charged to us.
4.3 HSW shall be entitled, without exception and at its discretion, to deduct from any payments to be made to us, all outstanding HSW Fees and any taxes.
5. PAYMENTS
5.1 By accepting these Terms and Conditions, us expressly authorise HSW to hold, receive, disburse and settle funds on our behalf. Such authorisation shall permit HSW to receive Customer Payment Amounts pursuant to a Transaction into a HSW’s account (Delivery Versus Payment) to further process each Transaction. HSW shall process and transfer such payments received by it to the bank account designated by us for this purpose at the time of registration and/or any such account as instructed by us (“Merchant Account”). The authorization provided herein under shall remain in full force and effect until specifically terminated.
5.2 By accepting these Terms and Conditions, us also expressly authorise HSW to hold, receive and settle funds on our behalf to such other value added services as may be opted & instructed by us on the permitted use of the application.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS:
6.1 Us hereby represent, warrant and covenant with HSW that:
6.1.1. All information submitted by us to HSW is and shall during the tenure of the engagement be maintained as true, correct and accurate in all respects;
6.1.2. Us are not barred or otherwise prohibited from accessing or using HSW Services and product in any manner;
6.1.3. Us are and shall, during the tenure of this engagement, remain at all times the legal and beneficial owner of the Account and keep all details thereof up to date;
6.1.4. All goods and/or services provided by us to a Customer shall be lawfully sold/provided and that us shall not sell/ provide products that are or may be perceived as illegal, offensive or prohibited and such other Services in Annexure A;
6.1.5. Us shall not impersonate any person or entity, falsely claim or otherwise misrepresent an affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signatures or perform any other fraudulent activity;
6.1.6. Us shall promote HSW Services and product at our place of business and website;
6.1.7. Us shall promptly provide all information and assistance as may be required by HSW from time to time in dealing with requests or queries of any governmental authority or judicial/quasi-judicial authorities;
6.2 Us agree to provide KYC and similar relevant details & documents to HSW, in electronic and physical form, as may be required by HSW. Also, us hereby authorise HSW to use our KYC and details for all such services that HSW may offer, by itself or through third parties, from time to time.
6.3 Us authorise HSW to read and access messages on the device utilising the HSW Services and product for retrieval and use for the enhancement of HSW’s services.
6.4 Us understand that the QR Code which shall be generated by HSW for it is unique and specific to us and that we shall at all times maintain the secrecy of this QR Code. Specifically, us agree and acknowledge that HSW shall not be liable in any manner whatsoever for any negligence or misuse of the QR Code by us or our agents, employees, representatives or Customers.
6.5 Us agree and understand that at the time of registration with HSW, a username and password shall be generated which is enable us to access our unique and personal dashboard on HSW interface and view Transactions. Us shall not share the username and password with other persons and acknowledge that such sharing shall cause irreparable harm to HSW and that shall be liable to indemnify HSW for any loss or damage suffered as a result of any unauthorised use.
6.6 HSW shall provide details of Transactions through a personal dashboard on HSW interface and shall determine if there are any errors or unauthorised Transactions, and intimate HSW in writing of the same.
6.7 We shall deliver goods/services immediately to Customers upon receiving the confirmation of payment;
6.8 We have appointed HSW as a collection agent for payments to be received by it;
6.9 It is agreed that HSW shall be entitled to rely upon all electronic communications, orders or messages sent to HSW through the Processing Mechanism in processing the Transactions. HSW shall not be obligated to verify or make further inquiry into the identity of the sender, or integrity of any communications. HSW shall not be responsible for any losses sustained through the use of stolen or hacked devices or fraudulent electronic transactions.
7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
7.1 Each Party acknowledges that, pursuant to these Terms and Conditions, it may have access to certain confidential information of the other Party and accordingly, each receiving Party agrees not to disclose to any third party any confidential information of a disclosing Party.
7.2 We shall ensure that no person who has access to any HSW Services and product shall reverse engineer, decompile or disassemble any software shared/disclosed by HSW, or write or develop any derivative software or any other software program based thereon.
7.3 HSW shall exclusively retain all worldwide rights, title and interest in and to the HSW Services and product (including without limitation ownership of all intellectual property rights therein and to the Processing Mechanism enabled by HSW and software related thereto). Us understand and agree that the customizations, if any, carried out for and on behalf of us shall be intellectual property rights of HSW and that us can only use such additional modifications/ amendments during the term of the engagement.
8. INDEMNIFICATION
8.1 Us hereby undertake and agree to indemnify and hold harmless HSW against all actions, proceedings, claims, penalties, demands and costs (including without limitation, legal costs of HSW), awards, damages, losses, liabilities and/or expenses, however arising out of or in connection with:
8.1.1. Any claim of or proceeding brought by a Customer in relation to product and/or service offered or sold by us; and
8.1.2. Any negligence by us or any of our agents, employees, licensees, contractors or Customers;
8.1.3. A breach of any term or condition mentioned herein, by us or any inaccuracy of a representation or warranty given by us hereunder;
8.1.4. A breach of applicable laws.
9. LIMITATION OF LIABILITY
9.1 Unless otherwise required by applicable law, all Transactions processed through HSW Services and products are non-refundable. HSW is not a party to and shall not be responsible for any disputes, chargebacks or reversals amongst us and a Customer. Notwithstanding anything contrary contained in these Terms and Conditions, HSW shall not be liable to any Customer for any special, indirect, incidental or consequential damages arising in connection with these Terms and Conditions or otherwise.
10. NO WARRANTY
10.1. Except as expressly provided herein, HSW disclaims all warranties, responsibilities, express or implied, written or oral, including but not limited towards warranties of merchantability, any service interruptions (including on account of communication outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Transactions) and fitness of HSW Services and product and it does not warrant that the functions contained in HSW Services and product shall be uninterrupted or error free.
10.2. Use of HSW Services and product in no way represents any endorsement of us by HSW. HSW is not obligated to mediate disputes between Customers and Merchants or between a Customer and us or any payment system participants.
11. SUSPENSION AND TERMINATION
11.1. HSW and its partners reserve the right and shall be entitled to suspend the services immediately, including withholding, rejecting the settlements that is or may be suspicious, susceptible or fraudulent or for risk management purposes, pending inquiry and/or resolution of such issue, including any breach of these Terms and Conditions.
11.2. Termination of these Services shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon Termination both Parties shall settle all outstanding dues payable to the other Party.
12. FORCE MAJEURE
12.1. Should either Party hereto be delayed in or prevented, in whole or in part, from performing any obligation or condition hereunder, or from exercising its rights by reason or as a result of any force majeure, such party shall be excused from performing such obligations or conditions while such party is so delayed or prevented. The term "force majeure" as used herein means acts of God, acts of government, acts of terrorism, strikes, lockouts, or other industrial disturbances, acts of a public enemy, blockades, wars, insurrections or riots, terrorism, epidemics, landslides, fires, storms, floods, explosions, technological failures, breaches, hacks, system vulnerabilities or incompatibilities, or other similar causes beyond the control of such party.
13. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
13.1. These Terms and Conditions shall be governed by and constructed in accordance with the laws of India.
13.2. Any difference, dispute, conflict or controversy, including any question as to its existence, validity or termination, arising out of or in connection with these Terms and Conditions (“Dispute”) shall, if not amicably settled within 30 (thirty) days after the receipt by one Party of a written notice from the other Party of the existence of such Dispute, be referred to and resolved in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator duly appointed by HSW. The seat and venue of arbitration shall be SURAT and the arbitration shall be conducted in English\ Hindi\ Gujarati. The award of the arbitrator shall be final and binding upon the Parties. Each Party shall bear its own cost of arbitration.
13.2 The Courts at Surat shall have sole and exclusive jurisdiction over any matters related to these Terms and Conditions.
14. MISCELLANEOUS
14.1. Cooperation.
Us acknowledge that our timely provision of access to our systems and various devices, as well as assistance, processes, cooperation, complete and accurate information and data from our officers, agents, and employees and suitably configured hardware and software are essential to performance of any HSW Services and product. Us shall allow HSW to audit and inspect business processes followed by us related to HSW Services and product and suggest suitable changes thereto.
14.2. Commercial Communication.
Us acknowledge that us may receive communication over voice calls and messages regarding HSW Services and product, and products, and such other promotional communications and unconditionally consent that such communications are:
• upon our request and authorization;
• not 'unsolicited commercial communications' as per the guidelines of Telecom Regulation Authority of India (TRAI);
• in compliance with the relevant guidelines of TRAI or such other authority.
14.3. Independent contractors.
Nothing in these Terms and Conditions shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any fiduciary relationship between the Parties.
14.4. Severability.
It is the intent of the Parties that in case any one or more of the provisions contained in these Terms and Conditions shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect other provisions of these Terms and Conditions.
14.5. Notices.
Notices to be issued pursuant to these Terms and Conditions shall be delivered to the registered address of the relevant Party as first mentioned herein, or such other address as may be notified by the relevant Party (such change to address shall come into effect 5 (five) business days after delivery thereof).
ANNEXURE A
Prohibited Services
1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or website memberships of pornography or illegal sites;
2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
3. Body parts which includes organs or other body parts;
4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
6. Child pornography which includes pornographic materials involving minors;
7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
19. Offensive goods which includes literature, products or other materials that:
• Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
• Encourage or incite violent acts;
• Promote intolerance or hatred.
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
23. Securities which includes government bonds or related financial products;
24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
27. Wholesale currency which includes discounted currencies or currency exchanges;
28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
29. Multi-Level Marketing collection fees;
30. Matrix sites or sites using a matrix scheme approach;
31. Work-at-home approach and/or Work-at-home information;
32. Drop-shipped merchandise;
33. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;
34. The Merchants providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
36. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
37. The Merchants who deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes. Any other product or Service, which in the sole opinion of HSW, is detrimental to the image and interests of HSW, as communicated by either of them/ both of them to the Merchant from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms and Conditions;
38. Bulk marketing tools which includes email, lists, software, or other products enabling unsolicited email messages (spam);
39. Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Data transfer/ allied services. Voice process /knowledge process services; and
40. Mailing lists
41. Virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world.
42. Money laundering services.
43. Database providers (for tele-callers).
44. Bidding/Auction houses.
45. Firms promoting business opportunities, investment opportunities and mortgages
For Any Concern or Suggestions Ref Email ID: inquiry@hswindia.com