Terms and Conditions

Disclaimer: In the event of any discrepancy/discrepancies or conflict(s), the English version will prevail over any translation(s), if there are any.

The website/application Shopto.com/Shopto (hereinafter referred to as “Shopto.com” or “Website” or “App” or “Application” or “This Website”) is operated by Frihbi Enterprises Pvt. Ltd. (hereinafter referred to as “Shopto” or “us” or “we” or “our”).

Please read this document of TERMS AND CONDITIONS FOR USE OF THIS WEBSITE (hereinafter referred to as “Terms and Conditions of Use”) carefully before using our services. By using Shoptos services, you signify your agreement to be bound by Shoptos terms and conditions of use.
All data of this website/application is controlled by Shopto, whereas all the data collected and processed through Shopto is stored on the servers of “Google” Any such detail(s) about the collection, processing and controlling of data can be found in our privacy notice/policy. We also, at times, share some limited information with third-party service provider(s). For example, we use third-party services to host and store data. For any query/queries or issue(s) related to shopto.app, you can contact us by clicking here .
In addition, when you use any current or future Shopto service(s), you will also be subjected to the terms, guidelines, conditions and contractual obligations applicable to that Shopto service(s) (hereinafter referred to as “Terms of Service”). If these terms and conditions of use are inconsistent with such Terms of Service then the Terms of Service will control.
Visiting Shopto or using its Application will explicitly mean that you accept and agree to these terms and conditions of use.

1. Introduction

1.1. Acceptance - By using the Services thereof in any manner, you agree to these Terms and Conditions of Use which regulate your use of the Website, Application and its services. To use the Website/Applicationor Services thereof, you must agree to these terms and conditions. As a representative of an organization, government agency or other legal entity you represent and warrant that:
(a) you have the authority to do so,
(b) the organisation agrees to be legally bound by these terms and conditions and,
(c) neither the organisation nor you are otherwise prohibited from using said Services or accepting these terms and conditions under the law(s) of the applicable jurisdiction.

1.2. Your Account - If you use the Website or Application, you are responsible for maintaining the confidentiality of your account(s) and your password(s) and for restricting access through your computer to prevent unauthorised access(es) to your account. You agree to accept the responsibility for all activity/activities that occur under your account(s) and password(s). You should take all necessary steps to ensure that the password(s) is kept confidential and secured and should inform us immediately if you have any reason to believe that your password(s) has become known to anyone else or if the password(s) is being, or is likely to be, used in an unauthorised manner. Please ensure that the detail(s) that you provide to us are complete, true, correct and to the best of your knowledge, and inform us immediately of any change(s) to the information that you provided while registering. Shopto reserves the right to refuse access to the Website or its Application, terminate an account and remove or edit content at any time without any prior notice to you.

1.3. Scope - These terms and conditions regulate your use of the Website, Application, and its services. Unless otherwise explicitly specified, these terms and conditions will not be applicable on any third-party product(s).

1.4. Contracting Entity -“Shopto” means the Shopto entity with which you are entering into these terms and conditions. If you have previously entered into an agreement with another Shopto entity then “Shopto” shall mean that entity.

1.5. Certain Definitions -

(a) “Order Form” or “Order” means one or more Shopto order forms that reference these terms and conditions and are executed by the parties for the purchase of Services.
(b) “Services” means all Shopto products, services, and materials located on or accessible through the Website or otherwise described in an Order.
(c)“Third-Party Products” means any third-party information, website(s), product(s), service(s), or material(s) referenced in, accessible through or provided in connection with the Website or Services.
(d)“Website” means the Shopto website located at ______(including all associated internet country codes), together with all Shopto websites and webpages accessible there and the Account control panel.

2. Access to Shopto’s Website and Application

We will do our utmost to ensure that the availability of the Website and Application will be uninterrupted and that transmission will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to the Website or Application may also be occasionally suspended or restricted at any time and without prior notice to allow for repairs, maintenance or the introduction of new facilities or services. We understand and will attempt to limit the frequency and duration of any such suspension or restriction. However:
2.1. Your right of access to and/or use of the First Party’s product(s) and/or service(s) shall remain vested with you unless said access and/or use, as the case may be, is terminated by the Shopto.
2.2. Shopto may, at any time and without the prior serving of notice, terminate your access and/or use of the Shopto’s product(s) and/or service(s).
2.3. Notwithstanding anything contained in this Clause, you may terminate this Agreement by deactivating your account(s) hosted on Shopto’s platform(s) and ceding any and all access to and/or use of the Shopto’s platform(s), other product(s) and/or service(s).

3. Licence to Website and Application Access

Subject to your compliance with these Terms and Conditions of Use and payment of the applicable fees arising out of any contractual obligations, Shopto grants you limited licence to access and make personal use of its Website/App but not to download (other than what you are contractually allowed) or modify any portion of it except with written consent of Shopto, as may be applicable.
The license does not include any resale of this Website/App or its content; any collection and use of any product listing, description, or prices, or any derivative use of this Website/App, or its content; any downloading or copying of account information for the benefit of another seller; or any use of data mining, robots, or similar data gathering and extraction tools.
This website/App or any portion of it, including but not limited to, any copyright, trademark or any intellectual property (and other proprietary information) may not be reproduced, duplicated, copied, sold, resold, visited, distributed or otherwise exploited for any commercial purpose without the express written consent or appropriate licensing of Shopto and/or its affiliates, as may be applicable.
You may not frame or use framing technique(s) to enclose any trademark(s)/logo(s) or other proprietary information (image, text, layout or form) of Shopto and its affiliates without their express written consent. You may not use any meta tag(s) or any other written text of either Shopto’s or of its affiliates’, as applicable. Any unauthorised use terminates the permission(s) or licence(s) granted by Shopto or its affiliates, as applicable.
You are granted a limited, revocable and non-exclusive right to create a hyperlink to the welcome page of Shopto as long as the link does not portray Shopto’s Services, their affiliate(s) or their product(s) or service(s) in a false, misleading, derogatory, or otherwise offensive matter(s)and with the express prior permission of Shopto. You may not use any Shopto’s logo(s) or other proprietary graphic(s) or trademark(s) as part of the link without express written consent of Shopto or its affiliate(s) as may be applicable.

4. Changes

4.1. We may modify, amend and/or change the term(s) and/or condition(s) laid herein at any time by notifying you about the said change(s) either by email or by posting notice(s) on relevant webpage(s) constituted within our platform(s). Unless stated otherwise, said alteration(s), modification(s), amendment (s), and/or change(s) shall be in effect from the date mentioned in their respective notice(s).
4.2. You shall be only and solely responsible for ensuring your familiarity with the latest term(s) and/or condition(s) as laid our Terms and Conditions Agreement. By continuing to access and use the Service from the date on which the term(s) and/or condition(s) are changed, you agree to be bound by the changed term(s) and condition(s).

5. General

5.1. We reserve the right to refuse the Service to anyone for any reason and at any time.
5.2. Neither party is liable to the other for any failure to perform its obligation(s) under these terms and conditions to the extent such failures are caused by Force Majeure.
5.3. No person(s) other than you and us has any right(s) to a benefit under or to enforce these terms and conditions.
5.4. For us to waive a right under these terms and conditions, that waiver must be in writing and signed by us.
5.5. We are in partnership with M/s Sellbi, a sole proprietorship firm, and all the information shared by you will be shared with our business partners with your prior consent.
5.6 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may serve notice to us under or in connection with these terms and conditions by emailing at contact@frihbi.com
5.7 These terms and conditions, and any dispute(s) relating to these terms and conditions or the Service are governed by and must be interpreted in accordance with the laws of India. Any issue(s) and/or dispute(s) arising from the application of the term(s) and/or condition(s) of this Agreement shall be subject to the jurisdiction of the competent courts of Hyderabad.
5.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
5.9 These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
5.10. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. Youremain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

6. Interpretation

In these terms:
6.1 “Data” shall mean a representation of Information, knowledge, facts, concepts or instructions which are being prepared or have been prepared in a formalised manner, and is either intended to be processed, is being processed or has been processed in a computer system or computer network, and may be in any form (including computer printouts, magnetic or optical storage media, punched cards, punched tapes) or stored internally within the memory of a machine or computer. In particular, said Data may include Information such as Aadhar Card details, addresses, phone numbers, user images, bank details, etc.
6.2. “Information” shall mean any material in any form, including records, documents, memos, e-mails, opinions, advices, press releases, circulars, orders, logbooks, contracts, reports, papers, samples and models and Data material held in any electronic and/or non-electronic form.
6.3. “Third-Party" shall mean a natural or legal person, public authority, agency, association or body other than the Parties.
6.4. “Affiliate” shall mean a person, organization or entity that is effectively controlled by or associated with the First Party.
6.5. “System Requirements” shall mean the hardware, software and/or technical configuration(s) or requirement(s) that the Second Party’s ready-to-use device must utilize in order to access and/or use the First Party’s product(s) and/or service(s).
6.6. “Suppliers” shall mean the manufacturers, sellers, purveyors, suppliers, vendors and/or traders registered on the First Party’s ecommerce platform.
6.7. “Payment Scheme” shall mean the format, mode, plan, arrangement, system and/or set-up involved in and/or relating to the transmission of due fee(s), payment(s), settlement(s), refund(s) and/or monetary clearance(s).
6.8. “Content Protection” shall mean the mean(s), method(s), mechanism(s), product(s), feature(s) and/or service(s) employed by the First Party to preserve, secure and/or protect the integrity and/or viability of the First Party’s tangible or intangible Data and/or of Information related thereto.
6.9. “Login Credentials” shall mean the particulars necessary for the Second Party to input into relevant input field(s) and/or area(s) for the Second Party to gain access to and/or use of or otherwise avail certain product(s) and/or service(s) offered on the First Party’s platform(s).

7. Provisions of the Service

We must use reasonable efforts to provide the service:
1. In accordance with these terms and conditions and India law(s);
2. Exercising reasonable care, skill and diligence; and
3. Using suitably skilled, experienced and qualified personnel.
Our provisions of the service to you are non-exclusive. Nothing in these terms and conditions prevent us from providing the service to any other person.
We must put reasonable efforts to ensure that the service is available to you on an un-interrupted basis. However, it is possible that on certain occasions or in the event of Force Majeure, the service may be unavailable to permit maintenance or other development activity to take place. We shall put reasonable efforts to publish the details of said unavailability on the Website in advance.

8. Your obligations

8.1 You may not use our website in any manner that may cause, or is likely to cause, said platform(s) or access to it to be interrupted, damaged, and/or impaired in any way.
8.2. You understand that you, and not Shopto’s website, is responsible for any and/or all electronic communication(s), material(s) and/or content sent from your ready-to-use device(s) to our system(s).
8.3. You agree and consent that you shall make use of our website, service(s) for only lawful purpose(s).
8.4 Furthermore, you must not share, circulate, disseminate, propagate, distribute and/or publish Data, Information, content and/or material:

1. for fraudulent purpose(s) and/or in connection with criminal offence(s) or any unlawful activity/activities; or
2. to cause annoyance, inconvenience and/or needless anxiety to others; or
3. to send, use and/or reuse any material that does not belong to the Second Party; or
4. that is illegal and/or offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred and/or physical harm); or
5. that is deceptive, misleading, abusive, indecent, insulting, harassing, blasphemous, defamatory, libelous, obscene, pornographic, paedophilic, and/or menacing; or
6. that is ethnically objectionable and/or disparaging; or
7. that is in breach of copyright, trademark, patent, confidentiality, privacy and/or any other proprietary information law(s) and/or right(s); or
8. that is otherwise injurious to Third-Parties; or
9. that relates to or promotes money laundering and/or gambling; or
10. that is harmful to minors in any way; or
11. that impersonates another person; or
12. that threatens the unity, integrity, defence, security and/or sovereignty of India, friendly relations with foreign States and/or public order; or
13. that causes incitement to the commission of any cognisable offence; or
14. that prevents the investigation of any offence; or
15. that is insulting to any other nation; or
16. that is objectionable or otherwise unlawful in any manner whatsoever; or
17. which consists of and/or contains software virus(es) or any other computer code(s), file(s) and/or program(s) designed to interrupt, destroy and/or limit the functionality of any computer resource(s); or
18. that involves political campaigning, commercial solicitation, chain letter(s), mass mailing(s) and/or any spam; or
19. any material that is patently false and untrue.

8.5 Eligibility Criteria:
8.5.1 Minimum Age - Only persons who have attained the age of majority and are capable of entering into legally binding contracts under the applicable law(s) can use Shopto Services and its Website/App. If you do not qualify, it is requested that you do not use the Services or access the Website.

9. Ecommerce Platform

Shopto Ecommerce platform includes “Suppliers”, which shall mean the manufacturers, sellers, purveyors, suppliers, vendors and/or traders registered on our ecommerce platform. We intend to provide an efficacious, consolidated and seamless ecommerce experience to you.

10. Verification of Account

We use many techniques to identify you when you register on the Shopto’s App. To comply with legislative requirements and global sanctions, we screen our customer accounts and may collect information from you to satisfy such requirements and sanctions. We may request that you provide us with documentation to help prove your identity for business verification purposes if required. Under these terms of use, you authorise Shopto, directly or through third-parties, to make any inquiries that we consider necessary to validate you and your account registration.

11. Store Admin Security

While registering, you must create a username and password to login into your store admin. You are responsible for entering a unique password in order to gain access to your store admin. All users who access the Shopto’s ecommerce platform do so with a user account(s), which are created by them at the time of their signup at the Shopto Website/App. You acknowledge, understand and agree to maintain the safety, security and/or confidentiality of the Login Credentials required for it to access and/or use certain benefit(s), feature(s), product(s) and/or service(s) available on Shopto’s platform(s). Moreover, any and all abuse, misuse, misapplication and/or exploitation of aforesaid Login Credential(s) shall be the sole responsibility and/or liability of the user.

12. Content at your Store

You are solely responsible for the accuracy of the content displayed at your store that is created by Shopto. You agree to indemnify Shopto against any and all expense(s) including but not limited to amount(s) paid upon judgement(s), as counsel fee(s), as environmental penalty/penalties and/or fine(s), and/or as amount(s) paid in settlement (before and after a suit is commenced) incurred by Shopto in connection with and/or because of our defense and/or settlement of any claim(s), action(s), suit(s) or proceeding(s) in which Shopto finds the need so to do by reason of your commission(s) and/or omission(s) of its duty/duties and/or obligation(s) arising out of this Agreement.

13. Payment and Delivery

Payment
13.1. For payment of all fee(s) and/or charge(s), only electronic mode(s) of payment shall be permissible.
13.2. All payments shall be made only and only to FRIHBI Enterprises Pvt. Ltd. and not to any employee(s), associate(s) and/or worker(s) thereof.
13.3. Any and all loss(es) arising from the failure to make payment(s) in said manner shall be your individual and independent liability/liabilities without any regard to Shopto.
13.4. You shall reserve the right to update the particular(s) of your preferred payment method(s) provided that any such updating is not in violation and/or contravention of any guideline(s) and/or provision(s) laid in this Agreement.
13.5. Shopto may use, utilize, offer, employ and/or limit Third-Party payment gateway(s), other product(s) and/or service(s) for enabling, maintaining, managing and/or facilitating its offered electronic payment mode(s) to you. Shopto does not hold any responsibility/responsibilities and/or liability/liabilities for any dispute(s) and/or issue(s) arising from your access to and/or use of said Third-Party catered electronic payment mode(s).
13.6. Nothing contained in this Section shall hinder, impede, restrict and/or prohibit Shopto from altering, amending and/or changing its acceptable Payment Scheme(s).

Delivery
13.7. Shopto may enable, provide, maintain and/or manage 3 delivery mechanisms, namely:
1. Self-Fulfilled Delivery;
2. In-House Logistics; and,
3. Delivery via Third-Party.
13.8. The aforesaid ‘Self-Fulfilled Delivery’ mechanism entails Shopto to facilitate a D2C [Direct-to-Customer] logistics framework wherein Shopto shall share your relevant supplied particular(s) with the Supplier(s) from which you have placed your order(s). The said Supplier(s)shall then directly, personally and independently deliver the product(s) ordered by you from them.
13.9. The aforesaid ‘In-House Logistics’ mechanism entails the Shopto to actively involve its personnel, employee(s) and/or worker(s) in delivering the product(s) ordered by you from Shopto’s platform(s). In such arrangement, Shopto personnel, employee(s) and/or worker(s) shall contact and/or receive delivery instruction(s) and relevant product(s) from the Supplier(s) from whom you have placed your order(s). Thereafter, the same and/or different personnel, employee(s) and/or worker(s) shall manage, undertake and/or accomplish the delivery of said product(s) to the respective buyer.
13.10. The aforesaid ‘Delivery via Third-Party’ mechanism entails Shopto to engage in a Third-Party service provider(s) for delivering the order(s) placed by you on Frihb’s platform(s). In such arrangement, Shopto shall engage, delegate and/or task Third-Party service provider(s) for contacting and/or receiving delivery instruction(s) and relevant product(s) from the Supplier(s) from whom you have placed your order(s). Thereafter, said Third-Party service provider(s) shall manage, undertake and accomplish the delivery of said product(s) to the respective buyer.
13.11. Delivery-fee(s) alluding to the aforesaid Self-Fulfilled Delivery mechanism shall be incorporated by the Supplier(s) within his or her listed price(s) for his or her listed product(s) and/or service(s) respectively on Shopto’s platform(s). Delivery-fee framework(s) for other delivery mechanisms mentioned hereinabove shall be as notified and/or announced by Shopto.
13.12. Nothing contained in this Section shall hinder, impede, restrict and/or prohibit Shopto from altering, amending and/or changing its offered and/or preferred delivery mechanism(s) as well as, alluding and/or pertinent delivery-fee framework(s).

14. Service Confirmation

After subscribing to Shopto’s ecommerce platform(s) online, you will receive an email confirmation for registration containing the username and password for your store admin (if you have provided your correct email address). If you wish to query access to your service, please email at: contact@frihbi.com

15. Disclaimer

15.1. We disclaim any and all liability/liabilities arising from hindrance(s), delay(s), stoppage(s) and/or termination(s) of its product(s) and/or service(s). Moreover, you acknowledge and understand that the product(s) and/or service(s) provided by us may not fulfil any and/or all of your necessity/necessities if they may so exist/arise.
15.1.2. We disclaim any and all liability/liabilities arising from and/or related to our use and/or availment of the aforesaid ‘Self-Fulfilled Delivery’ delivery mechanism as well as, the ‘Delivery via Third-Party’ delivery mechanism. In no case shall we be held liable for any dispute(s)/issue(s) arising from our employment of said delivery mechanism(s).
15.1.3. We disclaim any and all liability/liabilities arising from and/or related to our sharing and/or transfer of your Data and/or Information related thereto with Third-Party product(s) and/or service provider(s).

16. Warranties and Liabilities

We shall not serve any liability/liabilities arising out of or relating to this Agreement for any indirect, consequential, special, incidental and/or punitive damage(s), harm(s) and/or injury/injuries or for lost revenue(s), profit(s), saving(s) and/or goodwill.

17. Cancellation Policy

17.1. You may terminate this Agreement by deactivating your account(s) hosted on the Shopto’s platform(s) and ceding any and all access to and/or use of Shopto platform(s), other product(s) and/or service(s).
17.2. All Data and/or Information related thereto provided by you to Shopto shall remain vested with you for a period of 30 days post the deletion of your account from the Shopto’s online platform(s).

18. Limitation of Liability

In no event shall Shopto be held responsible and/or liable for any failure(s) and/or delay(s) in the performance of its obligation(s) mentioned hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Shopto shall use reasonable efforts which are consistent with accepted practices in the electronic commerce industry to resume performance as soon as practicable under the circumstances.

19. Intellectual Property

You shall respect all intellectual properties owned and authored by Frhibi. You shall not reproduce, replicate, redesign, etc. any of the intellectual property/properties of Shopto. You shall not portray yourself as the owner, author and/or licensee of any intellectual property/properties held by Shopto nor can Shopto use such intellectual property/properties for any personal gain(s).

20. Feedback

You are welcome to share your thoughts, ideas, recommendations, feedback, or other information (collectively, "Feedback") with Shopto as you use the Services.
(a) Shopto has the right (but not the obligation) to use and distribute any and all of your Feedback (or any modifications thereof) in any medium or application now known or later developed;
(b) Shopto has the right to sublicense this licence to multiple tiers;
(c) Shopto has the right (but not the obligation) to use and distribute any and all of your Feedback (or any modifications thereof) in any medium or application now known or later developed;
(d) Shopto has the right to sublicense this licence to multiple tiers; and
(e) you have the right to use and distribute any and all of your Feedback (or any modifications thereof) (including, without limitation, incorporating Feedback, in whole or in part, into any technology, product or service).