TERMS AND CONDITIONS OF THE USE OF THE PLATFORM:

1. PURPOSE OF THE PLATFORM

   1. The Platform acts as a facilitator for the Buyer to interact with the Seller for the sale of the Produce. For the sake of avoidance of doubt, Platform shall only act as a party to the negotiations that take place between the Buyer and Seller on the Platform, however, it shall not be a party to any terms of trade or definitive agreement for the sale of Produce or otherwise, concluded between the Buyer and Seller on/through the Platform.
   2. The Platform does not control and is not liable in respect of or responsible for the quality, safety, genuineness, lawfulness, or availability of the Produce offered on the Platform. The Platform shall neither be a testament for the ability of the Seller to sell the Produce nor for the ability of the Buyer to purchase the Produce.

2. USERS ENROLLMENT ON PLATFORM

   1. The Users must complete the registration process for transacting via the Platform. The Platform is limited to Users that can lawfully enter into and form contracts under applicable laws. As part of the onboarding process into the Platform, Users must provide the Platform with the list of documents such as:
      (i) PAN (Entity/ Individual) (ii) Aadhar Number (iii) GST (iv) Driving License/ Passport (v) Voter ID (vi) Incorporation certificate (vii) Traders TAN/APMC License (viii)Commercial electricity bill with address (ix) Bank account details (x) Address (xi) Phone number and e-mail address.
   2. The documentation submitted for KYC shall be subject to verification either by itself or through third-party agency by OTP/OCR technology, which shall be carried out at the sole discretion of Platform
   3. The Users hereby provide their consent to sharing of their personal data for validation of the documentation submitted for KYC.

3. RIGHTS AND OBLIGATIONS OF THE USERS

   1. Seller

      a) The Seller shall acquire in its name all permits, approvals, and/or licenses from all local, state, or central government and other statutory authorities and/or public service undertakings that are necessary for the sale of the Produce. b) The Seller must list the Produce with correct and relevant information without misleading the Buyers with false information. In case any Produce or information is falsified by the Seller, the Platform reserves the right to withhold the money and discard the listing of the Seller on that particular transaction. c) The Seller listing the Produce on the Platform shall take full ownership of the listing in terms of the quality, quantity, and packaging of the Produce. d) The quality parameters as set out in the Platform (“Quality Parameters”) must be accurately specified by the Seller during the listing process. The Seller must sell the Produce as per the Quality Parameters and any deviance in the Quality Parameters must fall within prescribed tolerance range (“Tolerance Range”). In the event the quality of the Produce is not in adherence to the Tolerance Range, the Buyer shall be eligible to raise a request for debit from the total value equivalent to the difference in the deviation percentage. e) The Users must ensure that the delivery timelines are met and updated on a regular basis by having robust logistics arranged for the delivery of the Produce at its designated location. f) The Seller must clearly communicate and receive the concurrence of the Buyer on the specifications of the packaging. The packaging must be as per good market standards for the Produce to sustain in transit. g) The Seller is mandated to complete the KYC and bank account verification to list the Produce and receive payments after successful completion of each transaction. h) The Seller must ensure that only the documents with factually correct details are furnished for each transaction as applicable. i) The Seller must ensure payment of the final negotiated fees which shall be inclusive of cess, taxes, and any other statutory fees as applicable. The Platform shall not assume any responsibility towards the payment of any statutory fees on behalf of the Seller. j) The Seller shall be penalized for any cancellation of the order if such cancellation is done without assigning any reason. In such an event, a penalty shall be imposed on the Seller in order to continue with the sale of Produce or such penalty shall be offset by the Platform in the subsequent orders undertaken by the Seller. The Platform reserves the right to determine the quantum of the penalty which shall not exceed 10% of the cancelled order value. k) In the event a refund (or chargeback mandate to the bank) is initiated by the Buyer against the Platform with respect to a transaction between the Users, the liability arising from such refund (or chargeback mandate) shall be passed on to the respective Seller involved in the transaction and subsequently such liability shall be offset against any outstanding transaction dues owed by the Seller to the Platform. In the event the outstanding dues are insufficient to cover the full amount of the liability, the Seller shall be obligated to make payment to the Platform within 7 (seven) days of receiving a written notice from the Platform. In addition to all other remedies available under applicable laws, failure to make such payment shall result in the imposition of additional fees, or suspension, or termination of the Seller's account on the Platform. l) Once the final payment for the Produce is processed on the Platform by the Buyer, the Seller shall transfer ownership of such Produce upon delivery to the Buyer. Upon completion of the sale transaction of the Produce by the Users, the Seller shall not revoke or cancel such transaction thereafter. m) "I/We" have duly registered with GST/ "I/We" are not liable to get registered under provisions of Goods and Services Tax regulations; I/We declare that as soon as our value of turnover exceeds the prescribed minimum/threshold limit for GST registration, I/We shall get registered with GST and provide our GSTIN to the Company n) If any interest or penal charge is imposed on us due to any non-compliance by me/us (including but not limited to nonregistration/ failure to upload or incorrect disclosure of details on GST portal or furnishing of incorrect / incomplete documents), I/We shall be liable to reimburse the loss which accrues to the Company on the aforesaid account. o) I/We understand that the Company shall be deducting appropriate tax at source as per provisions of the relevant section for the consideration paid/ credited as per the provisions. Further I/We understand that no credit/certificate can be generated from the income tax website if PAN is not provided/ updated appropriately.

   2. Buyer

      a) The Buyer shall acquire in its name all permits, approvals, and/or licenses from all local, state, or central government and other statutory authorities and/or public service undertakings that are necessary for the purchase of the Produce. b) In the event the Quality Parameter is not in accordance with the terms mutually agreed between the Users, the Buyer reserves the right to reject the Produce. In such cases, the Seller shall not be entitled to any compensation from the Token Amount (defined hereinafter) paid by the Buyers. c) The Buyer shall inquire about any Produce, however, if the Buyer is found to make any irrelevant and fraudulent inquiries, the Platform reserves the right to suspend the Buyer from the Platform. d) The Platform reserves the right to blacklist and remove any Buyer who engages in fraudulent activities or any other prohibited conduct, without notice to the Buyer. Such conduct includes, but is not limited to, misrepresentation, false claims, and any other activity that violates applicable laws or the terms of the agreement between the Users. e) The Buyer must ensure that any cost incurred in off-loading the Produce at the place of delivery is borne by the Buyer. f) The Buyer is mandated to unload and empty the contents of the vehicle on the same day the vehicle reaches the point of delivery. g) The Buyer must ensure payment of all the fees, cess, taxes, and statutory fees as applicable. The Platform shall not assume any responsibility towards the payment of any statutory fees on behalf of the Buyer. h) The Buyer must ensure that only the documents with factually correct details are furnished for each transaction as applicable. i) The Buyer is obliged to pay the due amount as mutually agreed upon by the Users post the final negotiations between the Users. In the event the Buyer fails to pay the Token Amount make the payment within 24 (twenty-four) hours post negotiations, the Seller shall cancel the order. j) The prices mutually agreed by the Users in the final negotiation shall be conclusive and binding. In the event of any mismatch/erroneous/defective Produce observed by the Buyer prior to delivery of such Produce, the Platform shall facilitate negotiations between the Users to renegotiate the prices. Such prices mutually agreed by the User shall be the last and final amount, which shall be paid prior to delivery without any reservation, protest, demur, and recourse. k) Upon the final payment made by the Buyer, the Buyer shall be deemed to have accepted the Produce as being in conformity with the Quality Parameters and/or other requirements as mutually agreed by the Users during final negotiations. Buyer's acceptance of the Produce shall constitute a waiver of any claims for nonconformity or defects that could have been discovered upon reasonable inspection. l) Upon completion of the sale transaction of the Produce by the Users, the Buyer shall not revoke or cancel such transaction thereafter. m) The Buyer acknowledges and agrees that any payment made hereunder shall be final and irrevocable, and that Buyer shall not initiate any refunds, chargebacks, or other similar claims with respect to such payment. n) The Buyer acknowledges and agrees that the success or failure of any payment transaction made is dependent on the payment gateways and banks, and that the Platform shall not be responsible or liable for failure of the transaction. In the event the payment is unsuccessful, the Buyer shall be responsible for reinitiating the transaction to complete the order. Upon settlement of the amount to the Platform’s designated bank account, the Platform shall consider the order successful and complete. o) In the event of any cancellation of the order by the Buyer, the Platform may in its sole discretion either:

      (i) Deduct a cancellation penalty fee and refund the remaining Token Amount to the Buyer; or (ii) forfeit the Token Amount as cancellation penalty; or (iii) levy a cancellation penalty as determined by the Platform.

      For avoidance of doubt, the Platform reserves the right to determine the quantum of the cancellation penalty which shall not in any event exceed 20% of the cancelled order value.

      p) In the event the Buyer fails to adhere to Clause 3.2 (i), cancellation penalty shall be imposed on the Buyer by the Platform. Cancellation charges may also be levied on the Buyer in case the order is cancelled due to the Buyer’s non-payment of the due amount within stipulated time period as mentioned in clause 3.2 (i). q) Virtual Payment Solution (VAN)

      i. This is a Virtual ledger under CensaNext Nodal account umbrella ii. Money can be deposited to this account only through NEFT/ RTGS/ UPI modes online. iii. Money can also be transferred/ credited to this account through NEFT mode by visiting the Branch iv. This being a part of CensaNext's nodal account, no interest is generated/ paid on ledger balance v. Amount transferred can only be adjusted against settlement of order payment and cannot be refunded/ debited back through any other mode to the depositor. vi. Responsibility of transferring/ crediting the correct ledger (User's virtual id and IFSC code - ICIC0000106 ) lies with the user and MandiOne/ CensaNext will not be responsible in any way in case the user transfers to an incorrect ledger / virtual id, inside/ outside of CensaNext Nodal account. vii. Users are required to keep records of every proof of transfer and need to submit the same to MandiOne in case of disputes.

4. FEE/COMMISSION CHARGED BY THE PLATFORM

   1. The Platform shall charge a commission for any of the transaction made by the Users on the Platform. In case of any cancellation by the Users, the Platform shall withhold the commission received from the Users.
   2. The Platform reserves the right to charge a fee amount based on the category of business of the Users, Produce, and geography as it deems fit and such fee amount would be communicated to the Users.
   3. The Buyer must pay the token amount, determined mutually by the Users, within 24 (twenty-four) hours of placing the order (“Token Amount”). Such Token Amount payable by the Buyer shall in no event exceed the transaction amount for an order. The Token Amount shall be non-interest bearing and shall be held in trust by the Platform until the final payment for a particular order is complete.
   4. The Platform shall remit the payments received for the sale of the Produce as mutually agreed between the Users within T+3 days.

5. TERMINATION

   1. The Seller understands that the Platform shall forthwith suspend the listing of the Produce in the following events if:
      a) there is found to be any misrepresentation, incorrect, fraudulent, inaccurate, defamatory, offensive, or illicit materials sold by the Seller; b) there is found to be any discrepancy between the Produce listed and offered for sale by the Seller, which was received by the Buyer, the Platform reserves the right to block and suspend such Sellers from the Platform; c) the Seller has defaulted many orders; d) there is no substantial traction of the Produce listed on the Platform; and e) if there are any pending and/or incomplete transactions by the Seller exceeding the timelines agreed by the Users
   2. The Buyer understands that the Platform shall forthwith terminate their membership in the following events if:
      a) there is found to be any irrelevant, fraudulent, or offensive inquiries relating to the transaction. b) the Buyer continuously defaults in the payment for the orders. c) the Buyer maliciously makes a false representation of the quality/quantity of the Produce received from the Seller to gain an unfair advantage. d) the Buyer is found using foul language/remarks at any given point during the transaction; and e) if the Buyer makes multiple cancellations in a month.

6. CANCELLATION OF ORDER

   1. The Users shall cancel the order at any given point in the following events if:
      a) there is any deviation in the quality and/or quantity as mutually agreed by the Users; and b) there is an inordinate delay in the dispatch of the Produce c) there is no confirmation from the concerned Users within 24 (twenty-four) hours after the order has been placed.
   2. The Seller shall be penalized for any cancellation of the order if such cancellation is done without assigning any reason. In such an event, a penalty shall be imposed on the Seller in order to continue with the sale of Produce or such penalty shall be offset by the Platform in the subsequent orders undertaken by the Seller. The Platform reserves the right to determine the quantum of the penalty which shall not exceed 10% of the cancelled order value
   3. Upon the final payment made by the Buyer, the Buyer shall be deemed to have accepted the Produce as being in conformity with the Quality Parameters and/or other requirements as mutually agreed by the Users during final negotiations. Buyer's acceptance of the Produce shall constitute a waiver of any claims for nonconformity or defects that could have been discovered upon reasonable inspection. Hence upon completion of the sale transaction of the Produce by the Users, the Buyer shall not revoke or cancel such transaction thereafter.
   4. In the event of any cancellation of the order by the Buyer, the Platform may in its sole discretion either:
      (i) Deduct a cancellation penalty fee and refund the remaining Token Amount to the Buyer; or (ii) forfeit the Token Amount as cancellation penalty; or (iii)levy a cancellation penalty as determined by the Platform.
      For avoidance of doubt, the Platform reserves the right to determine the quantum of the cancellation penalty which shall not in any event exceed 20% of the cancelled order value.
   5. In the event the Buyer fails to adhere to Clause 3.2 (i), cancellation penalty shall be imposed on the Buyer by the Platform. Cancellation charges may also be levied on the Buyer in case the order is cancelled due to the Buyer’s non-payment of the due amount within stipulated time period as mentioned in clause 3.2 (i).
   6. In the event the Users proceed with cancellation of the order, any payment made for the services availed during the placement of such order shall not be refunded.
   7. If the Users cancel the order repetitively or without assigning any proper reason, the Platform reserves the right to penalize, block and delist the User.

7. REFUND & CHARGEBACK POLICY

   1. In the event a refund (or chargeback mandate to the bank) is initiated by the Buyer against the Platform with respect to a transaction between the Users, the liability arising from such refund (or chargeback mandate) shall be passed on to the respective Seller involved in the transaction and subsequently such liability shall be offset against any outstanding transaction dues owed by the Seller to the Platform. In the event the outstanding dues are insufficient to cover the full amount of the liability, the Seller shall be obligated to make payment to the Platform within 7 (seven) days of receiving a written notice from the Platform. In addition to all other remedies available under applicable laws, failure to make such payment shall result in the imposition of additional fees, or suspension, or termination of the Seller's account on the Platform
   2. Upon the final payment made by the Buyer, the Buyer shall be deemed to have accepted the Produce as being in conformity with the Quality Parameters and/or other requirements as mutually agreed by the Users during final negotiations. Buyer's acceptance of the Produce shall constitute a waiver of any claims for nonconformity or defects that could have been discovered upon reasonable inspection. The Buyer acknowledges and agrees that any payment made hereunder shall be final and irrevocable, and that Buyer shall not initiate any refunds, chargebacks, or other similar claims with respect to such payment
   3. In the event the Users proceed with cancellation of the order, any payment made for the services availed during the placement of such order shall not be refunded.
   4. In case User cancels order post payment through Virtual Payment Solution mode (as mentioned in Clause 3.2.q), the refund amount post debit of applicable fees and charges will be debited to original mode of payment as applicable.

8. SHIPPING POLICY

   1. The Logistics/Shipping should be arranged by the users(sellers/buyers) themselves as agreed mutually in the First negotiation for order creation.
   2. The Users must ensure that the delivery timelines are met and updated on a regular basis by having robust logistics arranged for the delivery of the Produce at its designated location.

9. RETURN POLICY

   1. There is no return applicable on the platform post taking delivery or/and completion of payment against the order"

10. USE OF DATA

    1. The Platform shall use, transfer, distribute, modify, process, store, transmit and/or reuse, represent the listed data such as photos, quality, and quantity anywhere inside the Platform as it deems fit and as provided by the Users. The Users hereby acknowledge that they have read, understood, and consent to the use of any data made available to the Platform, without any monetary gain or recognition to the Users.
    2. Data shall mean personal data, government issued identification numbers (such as Permanent Account Number, Aadhaar number, Passport numbers), biometric information, credit or debit card numbers, financial account numbers or wire instructions, testimonials, data/inputs gathered (whether in pictorial, oral, written, or in electronic format) and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
    3. The Buyer shall be obligated to keep the data shared by the Seller confidential at any point during the transaction of sale and vice versa.

11. INDEMNITY

    1. The Platform shall not be liable for any special, direct, indirect, punitive, incidental, or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
       a) the use or the inability to use the Platform; b) any defect in goods, samples, or services purchased or obtained from a Seller or a Service Provider (defined hereinafter) through the Platform; or c) statements or conduct of any Buyer or Seller of the Platform.

12. INTELLECTUAL PROPERTY RIGHTS

    1. The Platform is the sole owner and the lawful licensee of all the rights to the Platform and its content ("Platform Content"). Platform Content means the design, layout, text, images, graphics, sound, video etc. of or made available on the Platform. The Platform Content embodies intellectual property rights protected under copyright and other applicable laws pertaining to intellectual property. All title, ownership and intellectual property rights in the Platform Content shall remain the property of Platform.
    2. All rights, not otherwise claimed in these T&Cs by the Platform, are hereby reserved.
    3. Any information or advertisements contained on, distributed through, or linked, downloaded, or accessed on the Platform Content is intended solely to provide information for the business use of the Users, who fully accept any and all responsibility and liabilities arising from and out of the use of such information

13. NO WARRANTY CLAUSE

    1. The Users expressly agree that the use of this Platform is at Users sole risk.
    2. The Platform makes no representations or warranties of any kind, express or implied, as to the operation of this Platform, information, materials, the merchantability, and fitness of the Produce included on this Platform.

14. ROLE OF SERVICE PROVIDER

    1. The Platform shall onboard certain service providers for facilitating various activities undertaken by the Seller or subscribed to by the Buyer (“Service Provider”). The Platform only functions as an intermediary between the Users and Service Provider and by onboarding such Service Provider, it shall not be construed as an endorsement by the Platform.
    2. The Platform advises its Users to read and understand the terms and conditions for the services rendered by such Service Provider and exercise their judgment prior to any engagement.
    3. The Platform disclaims any and all liability and responsibility for any acts or omissions by the Service Provider (whether owing to support, availability, security or otherwise).

15. MISCELLANEOUS

    1. Force Majeure: Under no circumstances shall the Platform be held liable for any delay or failure, or disruption of the services on the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, riots, insurrections, civil disturbances, fires, explosions, acts of God, natural calamities, war, governmental actions, orders of domestic or foreign courts or tribunals.
    2. Assignment: The T&Cs will be binding on, inure to, and be enforceable against the Users and/or Service Provider and their respective successors and assigns. The Platform may perform any of its obligations or exercise any of its rights under these T&Cs through one or more of its affiliates.
    3. Waiver: The failure of the Platform to enforce strict performance of the provisions applicable to the Users and/or Service Provider of these T&Cs will not constitute a waiver of its right to enforce such provision or any other provision of these T&Cs subsequently
    4. Severability: If any provision of these T&Cs is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.
    5. Independent contractor: The Platform, Users and Service Provider to these T&Cs are independent contractors and nothing in this engagement shall make them joint ventures, employees, agents, or other representatives of the other party hereto
    6. Amendment: The Platform reserves the right to alter, modify, amend, revoke, or update the T&Cs from time to time and such amended provisions of the T&Cs shall be effective immediately upon being posted on the Platform. The Users must revisit the T&Cs at regular intervals and if it is not agreeable to the Users, the Users are advised to cease the usage of services with immediate effect. The continuous use of the service shall be deemed to signify the Users acceptance of the amended provisions of the T&Cs.
    7. Governing Law and Jurisdiction: These T&Cs shall be governed in all respects by the laws of India. If the Platform is a party to the dispute, any dispute arising out of these T&Cs shall be subject to the exclusive jurisdiction and venue of the courts at Chennai, regardless of the place of transaction