Standard Terms and Conditions of M/s Blitzscale Technology Solutions Private Limited

The standard terms and conditions of M/s Blitzscale Technology Solutions Private Limited (“Company”), which requires the acceptance of a service recipient prior to the availment of the services of the Company are as stated below:

STANDARD Ts & Cs AS PREFACE TO MASTER SERVICE AGREEMENT (‘MSA’)

Company is a private limited company engaged in the business to help small and medium businesses to create their online stores and provides them with all the essential tools they need to manage their eCommerce store quickly and simply. (“Business”).
The small and medium business who wish to avail themselves of the services of the Company are referred to as”Service Recipient”.
Company and the Service Recipient are individually referred to as”Party” and together as “Parties”
The standard terms and conditions document (“Standard T & C”) is entered into for the purpose of regulating the terms and conditions of the contractual relationship between the Parties (“Terms”) and govern the use of Services made available on or through  https://Zencin.com/  and related domains including but not limited to  https://pro.Zencin.com/  and/or the Company mobile app (collectively the “Platform”)

These Terms and Conditions also include Company’s privacy policy, (“Privacy Policy”), and any guidelines, additional, or supplemental terms, policies, and disclaimers made available or issued by the Company from time to time (“Supplemental Terms”). The Privacy Policy and the Supplemental Terms form an integral part of Standard T & C. In the event of a conflict between the Terms and the Supplemental Terms, the Supplemental Terms will prevail.

The Service Recipient represents and warrants that it has the legal capacity and full authority to agree and bind themselves to these Terms. If the Service Recipient represents any other person, the Service Recipient confirms and represents that the Service Recipient has the necessary power and authority to bind such person to these Terms.
For ease of reference, Company may publish or provide the Service Recipient, with a copy of the Terms in languages other than English. However, if there is any discrepancy in the language or meaning between the Terms drafted in English and a copy of the Terms in a language other than English, the Terms drafted in English shall prevail.

STANDARD TERMS AND CONDITIONS AS INTEGRAL PART OF CONTRACT
1. COMMENCEMENT AND DURATION
This Contract is binding on the Service Recipient upon clicking (“I Agree”).
The Contract shall commence on clicking “I Agree”” and shall remain in full force and effect until either the Company, or the Service Recipient terminates the Contract in accordance with the termination provisions as enumerated under this Contract.

2. SERVICES

2.1. Scope of Services

2.1.1. The scope and details of the services to be provided by the Company are broadly as listed below:

To set up a fully functional website that can be hosted on the Service Recipient’s own domain, or the Company will provide its Platform if the Service Recipient requires so.

To set up mobile application tool to create Service Recipient’s own mobile application.

Aggregation of logistics for e-commerce shipments as required by the Service Recipient by providing the services of various courier companies at the rates pre decided by the Company.

Creation of dashboard to manage the assets of the Service Recipient and additionally to provide other marketing/performance data and process orders for shipping to end users.

Providing working capital by directly financing the advertising expenses of the Service Recipient and recovering in instalments from their revenues.

Shipping aggregation and execution services through third party service providers where the Company will have the standard rate card as displayed on the dashboard of the services.

The services as listed hereinabove are collectively referred to as “Services”

2.1.2. The specific services from the basket of Services as enumerated herein above and as required by the Service Recipient will be agreed between the Parties, from time to time.

2.1.3. The Standard T & C and the Terms shall govern the scope of Services as agreed to be rendered by the Company to the Service Recipient.

2.2. Services over Platform

2.2.1. The Service Recipient hereby understands that certain Services may only be availed through the Platform. For all such Services, the Service Recipient shall comply to the terms of this Standard T & C.

3. PRICING, PAYMENT TERMS AND TAXES

The Service Recipient shall pay the stipulated Fee to the Company for provision of the Services. The details of such Fee, terms on how the Fee is to be paid and taxes will be specifically set out in the MSA.

The Company will raise an invoice for the Fee on the Service Recipient, in accordance with the requirements set out in the MSA .

The Fees shall be payable by the Service Recipient as per the invoices raised by the Company and shall be paid/discharged by the Service Recipient within 30 (thirty) days from the receipt of any particular invoice (“Payment Period”). In the event the Service Recipient fails to make the payment of the relevant invoice within the Payment Period, without prejudice to any other rights and remedies that the Company may have under this Standard T & C or under Applicable Laws, a simple interest at an annual rate of 18% (eighteen percent) will accrue on the outstanding amount extending beyond the Payment Period. Without prejudice to the foregoing, in such cases of default or delayed payment of Fees, the Company reserves the right to suspend provision of the Services (and access to the Platform, where the Services are provided over the Platform), for the period of default, without any liability or obligation towards the Company.

The Company shall have the right to determine the Fees as payable by the Service Recipient on the basis of weight delta if the Company is convinced that the product weight/dimensions provided are different from the actual shipment.

The Service Recipient agrees that the Company shall have the right to modify the Fee for the Services by way of giving a Notice, and subsequent to the execution of the MSA , without the need to execute an addendum or amendment to the MSA with each change of Fee. Such modification shall be in effect from the date communicated by the Company in the Notice, and the previously agreed Fee shall stand revised, with all the other provisions of this Standard T & C subsisting, as is. It is further clarified that any payments due to the Company from the Service Recipient shall be communicated and disbursed in accordance with the Notice sent by the Company to the Service Recipient, from time to time.

The Service Recipient agrees to remit the Security Deposit (as specified in the MSA ) to the Company, as security for the payment of the invoices raised by the Company, for its Services. The Company shall release such Security Deposit to the Service Recipient forthwith, provided that, the Service Recipient has availed Services equivalent to the minimum value as specified value (“Minimum Amount”), and makes the full requisite payments of invoices of such Minimum Amount.

Further, the refund of Security Deposit to the Service Recipient shall also be conditioned upon the fact that the Service Recipient shall in minimum spend Rs 20,000/- (Rupees Twenty Thousand only) on sales promotion and advertisement.

The Company shall have the unfettered rights to hold and adjust from any subsequent payment due from the Company to the Service Recipient if the outstanding of the Fees and other reimbursements are not fully recovered from the revenues previously collected by the Company on behalf of the Service Recipient.

Further, the Company shall have unqualified rights to recover the marketing expenses of the Service Recipient as financed by the Company from the revenues of the Service Recipient before remitting the balance to them.

4. INTELLECTUAL PROPERTY

All rights, titles, and interest in, and to the Services, including all intellectual property rights arising out of the use of Services, are owned by or otherwise licensed to the Company. Subject to compliance with these Terms, Company grants the Service Recipient a non-exclusive, non-transferable, non-sub licensable, revocable, and limited license to use the Services in accordance with these Terms and Company’s written instructions issued from time to time. Any rights not expressly granted herein are reserved by the Company.

Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in, or license to, the Company’s or any third party’s intellectual property rights in favour of the Service Recipient.

5. CONFIDENTIALITY

The Service Recipient shall protect and preserve the confidential information shared by the Company using same degree of care as will be exercised for the confidential information owned by the Service Recipient and shall not use the confidential information for any purpose other than the limited purpose of Services under this this Standard T & C.

The Service Recipient shall not disclose confidential or proprietary information by any means that is not authorized by the Company to any third parties, both during the term of the MSA and for at least one (1) year following its termination.

The Service Recipient shall avoid making copies of or duplicating the Company’s confidential and proprietary information unless directed to do so by the Company.

The Service Recipient shall use the confidential information provided by the Company solely for the purpose that is explicitly authorized by the Company.

The Service Recipient shall inform Company immediately if they become aware of any unauthorized disclosure or use of any confidential or proprietary information; and

Service Recipient acknowledges and agrees that, as between the Service Recipient and the Company, the Confidential Information, together with all intellectual property rights embodied therein (including, but not limited to, all patent rights, inventions (whether patentable or not), concepts, ideas, algorithms, formulae, processes, methods, techniques, copyrights, copyrightable works, trade secrets, know-how, and trademarks), are the sole and exclusive property of the Company.

Failure to adhere to any of the terms contained in this clause may result in the termination of the MSA and legal action against the Service Recipient.

6. TERMINATION AND ITS CONSEQUENCES

The MSA can be terminated by the Company without any cause with written notice to the Service Recipient. Upon termination of the MSA, the Service Recipient shall not be entitled to any compensation. These Terms shall remain in effect unless terminated in accordance with the terms hereunder.

The Service Recipient may terminate this MSA without any cause with 60 days prior written notice to the Company.

Company may restrict, deactivate, or terminate the Service Recipient access to, or use of, the Services, any portion thereof, or immediately, and at any point at Company’s sole discretion, (i) if the Service Recipient violates or breaches any of the obligations, responsibilities, or covenants under these Terms, (ii) when the Service Recipient ceases to become a user of Company’s Services, (iii) the Service Recipient does not, or not likely to qualify under applicable law, or the standards and policies of Company, to access and use the Services, (iv) violate or breach the Privacy Policy, or (v) for any legitimate business, legal, or regulatory reason.

Upon termination of this MSA:

the Services will “time-out”.

the Service Recipient right to participate in the Platform, shall automatically terminate.

all rights or licenses granted to the Service Recipient under these Terms will be cancelled.

the Service Recipient will return and if not asked to return, destroy within 15 days, all Company’s data, trademarks, service marks, or content, in the Service Recipient’s possession or control.

the Service Recipient shall permanently erase all proprietary and confidential information from their electronic devices.

the Service Recipient shall comply with the above stipulations within 1 week of termination and certify in writing that they have complied with the above stipulations.

the final settlement of the Service Recipient will be done on or before 45 days of the effective date of termination of the MSA.

The MSA shall terminate, except for those clauses that are expressly, or by implication, intended to survive termination or expiry.

7. DISCLAIMERS AND WARRANTIES OF COMPANY

The Services are provided by the Company on an “as is” basis without warranty of any kind, express, implied, statutory, or otherwise, including without limitation the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, the Company makes no warranty that the Services will meet the Service Recipient requirements or expectations.
No advice or information, whether oral or written, obtained by the Service Recipient from Company shall create any warranty that is not expressly stated in the Terms.

Company merely provides a Platform that connects the Service Recipient with their end users and Company shall not be liable in any manner for any obligations that have not been explicitly stated in these Terms.
The relationship between Company and the Service Recipient is voluntary, non-exclusive, on a principal-to-principal basis, and the Parties are free to enter into any other arrangements or agreements, with any third-party.

The Company is not engaged in the provision, grant, or disbursement of any products. The Company is not and will not be responsible for any claim or for any damage suffered that is related, directly or indirectly, to or arises out of the use of products.
The Company reserves the right to block the Platform access to Service Recipient if the Service Recipient is in breach of any material terms and conditions of the MSA.

The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or device.
To the fullest extent permissible by law, Company, its affiliates, and its related parties each disclaim all liability for any loss or damage arising out of or due to:

Service Recipient’s use of or inability to use, or availability or unavailability of the Services.

the occurrence or existence of any defect, interruption, or delays, in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction, or unauthorized access to records, programs, services, servers, or other infrastructure relating to the Services.

the failure of the Services to remain operational for any period of time; and
In no event shall Company, its officers, directors, and employees, or its contractors, agents, licensors, partners, or suppliers, be liable to the Service Recipient for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation, lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever), including but not limited to, any abuse or breach of data, even if Company or an authorized representative had been advised of the possibility of such damages, arising out of, or relating to (A) these Terms; (B) the Services; (C) the Service Recipient’s use or inability to use the Services; or (D) any other interactions with another user of the Services.

Nothing in these Terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit. To the extent such a warranty implied by law applies, and to the extent the Company is permitted under applicable law to do so, the Company’s liability will be limited, at its option.

The Service Recipient alone shall be responsible for compliance with all applicable laws as associated with the marketing, sales and distribution of the products and more so for compliance with the Legal Metrology Act, 2009 and the Packaged Commodities Rules, 2011 thereunder.

The Company shall not be held liable in any manner whatsoever for the smooth functioning of the payment gateway/payment aggregator being relied upon by the Service Recipient.
The Company shall not be liable in any manner whatsoever for any failure whether in terms of quality or terms of response time in the communication services provided by the Company to the Service Recipient.

8. INDEMNIFICATION

The Service Recipient shall indemnify, defend at Company’s option, and hold Company, its subsidiaries, affiliates, and its officers, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages, and costs (including, without limitation, all damages, liabilities, settlements, and attorneys’ fees), due to, or arising out of, the Service Recipient access and use to the Services, violation of these Terms, or any violation of these Terms by the Service Recipient.
The Service Recipient shall also enable the Company to initiate legal action for recovery of dues against third party(s) such as shipping agency, marketing agency etc. towards refund claim arising on account of lost/damage claim or for claim of refund on return of goods.

9. GOVERNING LAW

This Standard T & C and the MSA shall be governed by, and construed and enforced in accordance with, the substantive laws of the India without regard to its principles of conflicts of laws.

10. DISPUTE RESOLUTION

If the Service Recipient wishes to raise a dispute, claim, or conflict, which arises out of, or in connection with these Terms or the Services, they may raise a complaint, or raise a dispute, through the complaints process operated by the Company.

The Company shall be entitled to raise a dispute or a claim against the Service Recipient for settlement of dues from such third parties who are involved in the provision of the Services to the Service Recipient.
The Service Recipient further acknowledges and agrees that it is preferable to resolve all disputes between the Company and the Service Recipient confidentially, individually and in an expeditious and inexpensive manner. The Company and the Service Recipient accordingly acknowledge and agree that private dispute resolution is preferable to court actions. Before commencing any formal dispute resolution in the form of arbitration proceedings, the Company and the Service Recipient shall first attempt to resolve any dispute or differences between them by way of good faith negotiation.
The good faith negotiation shall commence by either Party by communicating its position regarding the complaint, claim, dispute or controversy to the other Party. The Company and the Service Recipient shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy. Neither Company nor the Service Recipient shall commence any arbitral proceedings unless and until the good faith negotiation fails.
Upon failure of good faith negotiations, the disputes arising out of or relating to the Services, or Standard T & C and the MSA shall be resolved exclusively by final and binding arbitration at Bangalore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this clause. The decision of the arbitrator shall be final and binding on both the Parties. Each party to the arbitration shall bear its own costs with respect to any dispute.

11. FORCE MAJEURE

Company shall have no liability to the Service Recipient if Company is prevented from, or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions, or accidents beyond its reasonable control, including without limitation, pandemic, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, or compliance with any law or governmental order, rule, regulation, or direction.
12. MISCELLANEOUS PROVISIONS
CHANGES TO TERMS
The Terms are subject to revision at any time, as determined by the Company which inter-alia may include revision in security deposit, shipping fee or any other fee or reimbursements, the cash outflow/settlement rules and all such changes are effective immediately upon being posted on the Platform. It is the Service Recipient’s responsibility to review these Terms periodically for any updates or changes. The Service Recipient will be deemed to have accepted the changes made to these Terms if the Service Recipient continues to use the Services even after the revision of the Terms.

The Service Recipient shall provide a ‘General Power of Attorney’ in favour of the Company which allows the Company to have unrestricted access to change all critical aspects on the website and advertising accounts which are associated with the Service Recipient or with the brand of the Service Recipient over such advertising platforms such as Meta, Google etc. without any need to seek prior approval such as pricing, catalogs, inventory, marketing spends, etc. without incurring any liability for consequent losses and/or damages which may arise on account of such changes.

MODIFICATION TO THE SERVICES

Company reserves the right at any time to add, modify, or discontinue, temporarily, or permanently, the Services (or any part thereof), with or without cause. The Company shall not be liable for any such addition, modification, suspension, or discontinuation of the Services.

NOTICES

All notices, requests, demands, and determinations under these Terms (other than routine operational communications) shall be sent by the Service Recipient to Blitzscale Tech Pvt Ltd, 3rd Floor, IndiQube Coral, DOS Colony, Jeevan Bima Nagar, Bengaluru, Karnataka – 560075
Email: customercare@blitzscale.com

THIRD PARTY RIGHTS
No third party shall have any right to enforce any terms contained herein.
ENTIRE MSA AND SEVERABILITY
This Standard T & C and the MSA constitutes the entire Contract between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, agreements and communications between them with respect to such subject matter.
If any portion of this Standard T & C and the MSA shall be held invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Standard T & C and the MSA is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
RELATIONSHIP BETWEEN PARTIES
Nothing in these Terms, is intended to, or shall be deemed to create a relationship of partnership, agency, joint venture, joint enterprise, or fiduciary relationship between the Parties, and neither Party shall have the authority to contract for, or enter into commitments, for, or on behalf of the other Party.
EXECUTION
This Contract shall be deemed to be executed upon the Service Recipient clicking”I Agree”.