Terms & Conditions

DEFINITIONS AND INTERPRETATIONS

For the purposes of these Terms, unless the context otherwise requires:

“Account” means the registered account or profile created by a User for accessing and using the Platform.

“Applicable Law” means all applicable laws, rules, regulations, notifications, orders, directions and other legal or regulatory requirements applicable to the Platform, User or relevant transaction.

“Buyer” means a retailer or other business entity that uses the Platform to purchase or procure Goods from a Seller for resale, trade or other business purposes.

“Goods” means the products or goods offered or supplied by a Seller through the Platform.

“Order” means a request placed by a Buyer through the Platform for the purchase of Goods from a Seller.

“Seller” means a distributor, supplier or other business entity that offers or supplies Goods to Buyers through the Platform.

“User” means a Seller or Buyer accessing or using the Platform, and “Users” means all such Sellers and Buyers collectively.

For the purposes of these Terms, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, references to any Clause shall mean the corresponding clause of these Terms, headings are included for convenience only and shall not affect the interpretation of these Terms, the terms “including” and “including without limitation” shall be construed as being illustrative and not exhaustive, and any reference to any statute or regulation shall include any amendment, modification, re-enactment or replacement thereof.

NATURE AND SCOPE OF THE PLATFORM

SutraFin is a B2B e-commerce and technology platform that facilitates commercial transactions between participating Sellers and Buyers.

The Platform may provide or facilitate, from time to time, functionalities including business onboarding, product discovery, catalogues, purchase orders, order acceptance, transaction records, delivery coordination, communications and other related technology services, as may be introduced or made available from time to time.

The Platform is intended for commercial and business purposes and is not intended to operate as a consumer retail marketplace.

We may modify, add, suspend or discontinue any feature or functionality of the Platform from time to time, where reasonably required for operational, technical, commercial, security or legal reasons.

ROLE OF SutraOS Technologies Private Limited

SutraFin provides the technology infrastructure through which Buyers and Sellers may interact and facilitate commercial transactions. We provide and operate the technology infrastructure through SutraFin through which Buyers and Sellers may interact and facilitate commercial transactions.

Unless expressly agreed otherwise in writing, we are not the manufacturer, owner or seller of the Goods listed on the Platform and are not a party to the underlying contract of sale between the Buyer and Seller.

The relevant Seller shall remain responsible for the Goods supplied through the Platform, including the authenticity, quality, quantity, specifications, pricing, availability, packaging, labelling, statutory compliance, invoicing and fulfilment of such Goods. The Seller shall maintain all registrations, licences, permits and approvals applicable to its business and the Goods supplied, including GST, FSSAI and other product-specific registrations or approvals, wherever applicable, and shall promptly inform us of any expiry, suspension, cancellation or material change affecting the same.

We does not guarantee the availability, quality, legality or suitability of any Goods offered by a Seller and does not guarantee that any Order will be accepted or fulfilled.

ELIGIBILITY AND REGISTRATION

Users must be legally competent to enter into binding contracts and shall use the Platform for legitimate business purposes.

Where a User acts on behalf of a business entity, the User represents and warrants that the User is duly authorised to represent and bind such entity.

Users shall provide true, complete and current information during registration and onboarding and shall promptly update such information where required.

We may verify information or documents provided by a User for onboarding, security, compliance or operational purposes and may refuse, suspend or restrict access where the information provided is inaccurate, incomplete, misleading or cannot reasonably be verified.

We may request additional information or documents from a User during or after onboarding where required for verification, compliance, security or Platform operations. We may verify GST, PAN, KYC, business and other information provided by a User through authorised third-party verification or API service providers, subject to Applicable Law and our Privacy Policy.

Submission of registration or onboarding information does not guarantee approval or activation of an account on the Platform. We may approve, reject, hold or defer onboarding or request further information or documents, subject to Applicable Law.

Buyers shall use the Platform solely for business procurement, resale, trade or other commercial purposes and shall not use the Platform or purchase Goods for personal consumption.

USER ACCOUNTS AND SECURITY

Users are responsible for maintaining the confidentiality and security of passwords, OTPs, devices and other authentication credentials associated with the User's account.

Users shall not permit unauthorised persons to access or use their accounts and shall promptly notify us of any suspected unauthorised access, misuse or security breach.

Users shall be responsible for activities carried out through their accounts, except to the extent such responsibility cannot lawfully be imposed or the User has promptly notified us of unauthorised access.

PRODUCT LISTINGS AND ORDERS

Product information displayed on the Platform shall be provided by Sellers. Sellers are responsible for ensuring that such information is accurate, complete and compliant with Applicable Law. We may review, correct, restrict or remove any product or catalogue information where reasonably required for operational, technical, security, compliance or legal reasons, without assuming responsibility for the accuracy, quality or compliance of the relevant listing or Goods.

A Buyer placing an Order through the Platform makes a commercial request to purchase the relevant Goods from the applicable Seller. An Order shall be binding only upon acceptance by the Seller through the Platform or another authorised mode of communication.

A Seller may accept, partially accept, reject or propose a modification to an Order, subject to applicable commercial terms and availability of Goods.

We may remove or restrict any listing or Order where we reasonably believe that it involves unlawful, counterfeit, unsafe, expired, recalled or otherwise non-compliant Goods or activity.

PRICING, TAXES AND INVOICING

Prices, discounts, offers, availability and other commercial terms applicable to Goods may vary depending on the relevant Seller, Buyer-Seller relationship, location, quantity or other applicable commercial arrangement.

The party legally responsible for the supply of Goods shall issue the applicable invoice and shall be responsible for compliance with applicable GST, taxation, invoicing and other statutory requirements.

Each User shall be independently responsible for complying with the laws and regulatory requirements applicable to the User's business and transactions conducted through the Platform.

PAYMENT

The payment method and settlement arrangements applicable to an Order shall be as communicated through the Platform or otherwise agreed between the Buyer and Seller, as applicable.

Under the current operating model, the Buyer shall make payment for the Goods directly to the relevant Seller in accordance with the payment terms agreed between the Buyer and Seller. We may introduce or facilitate other payment or settlement arrangements from time to time, subject to Applicable Law and applicable terms.

Unless expressly agreed otherwise in writing, we shall not be responsible for disputes between Buyers and Sellers relating to payment, non-payment, delayed payment, incorrect payment or settlement.

DELIVERY, CANCELLATION AND RETURNS

Unless otherwise agreed, the Seller shall be responsible for fulfilment and delivery of the Goods.

Delivery timelines communicated through SutraFin are indicative and may be affected by circumstances beyond the Seller's reasonable control.

Cancellations, returns, replacements, refunds, shortages, damaged Goods and credit notes shall be governed by the applicable Order terms, Seller terms and the commercial terms agreed between the Buyer and Seller.

We may facilitate communication or coordination between the Buyer and Seller in relation to such matters but shall not, unless expressly agreed otherwise, assume the Seller's obligations in respect of the Goods.

ORDERS THROUGH SutraFin

Where a Buyer and Seller are connected through SutraFin, Orders initiated through the Platform shall be placed and processed through the applicable Platform workflow and in accordance with the commercial terms agreed between the Buyer and Seller. Users shall not knowingly bypass or misuse the applicable Platform processes in relation to such Orders.

ACCEPTABLE USE

Users shall not:

1. provide false information, impersonate another person or entity, or create fraudulent accounts;
2. place fraudulent, fictitious or unauthorised Orders;
3. upload forged, misleading or unlawful documents or information;
4. list, sell, purchase or facilitate counterfeit, unsafe, expired, recalled, prohibited or unlawful Goods;
5. use the Platform for any unlawful or fraudulent activity;
6. gain or attempt to gain unauthorised access to the Platform, another User's account or any related system;
7. introduce malware, viruses or other harmful code or interfere with the security or operation of the Platform;
8. scrape, copy or systematically extract data from the Platform without our prior written permission; or
9. misuse or disclose personal or confidential information obtained through the Platform.

COMMUNICATIONS

Users may receive service-related communications, including OTPs, account alerts, Order confirmations, delivery updates, payment-status notifications, security notices and other communications necessary for operating the Platform and facilitating transactions. Promotional or marketing communications shall be sent only in accordance with Applicable Law and where the User has provided the requisite consent or opted in to receive such communications, subject to the User’s applicable communication preferences.

PRIVACY

The collection, use, storage and processing of personal data in connection with the Platform shall be governed by the Privacy Policy and Applicable Law. Users are advised to review the Privacy Policy, which forms part of the Platform's terms and sets out the applicable practices relating to personal data.

INTELLECTUAL PROPERTY

The Platform, including its software, design, interfaces, workflows, content, trademarks, logos, documentation and underlying technology, is owned by, developed by or licensed to us.

Subject to these Terms, we grant Users a limited, non-exclusive, non-transferable and revocable right to access and use the Platform for legitimate business purposes.

No ownership or other intellectual property rights in the Platform are transferred to any User. Users shall not copy, modify, reverse engineer, distribute, commercially exploit or create derivative works from the Platform except as permitted by Applicable Law.

SUSPENSION AND TERMINATION

We may suspend, restrict or terminate a User's access to the Platform where we reasonably believes that the User has:

1. breached these Terms;
2. provided false or misleading information;
3. engaged in fraud or unlawful activity;
4. listed or supplied prohibited or non-compliant Goods;
5. created a security or operational risk; or
6. acted in a manner requiring suspension or restriction under Applicable Law.

Where reasonably practicable, we may provide notice of such suspension or termination. However, we may take immediate action where necessary to protect the Platform, Users or third parties or to comply with Applicable Law.

A User may request closure or deactivation of its account in accordance with the applicable Platform process.

Suspension, termination or account closure shall not affect any pending Orders, payment or other accrued obligations, dispute resolution rights, indemnities, record-retention requirements or other provisions which by their nature are intended to survive such suspension, termination or closure.

DISCLAIMER AND LIMITATION OF LIABILITY

The Platform is provided on an “as available” basis. We do not guarantee that the Platform will always be uninterrupted, secure, error-free or free from defects.

We do not guarantee the availability, quality, authenticity, legality, safety or suitability of Goods supplied by Sellers or the successful completion of any transaction between Users.

To the maximum extent permitted by Applicable Law, we shall not be liable for any indirect, incidental, special, punitive or consequential loss, or for loss of profits, revenue, business opportunity or goodwill arising from or in connection with the use of the Platform or transactions between Users.

Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under Applicable Law.

INDEMNITY

To the extent permitted by Applicable Law, a User shall indemnify and hold harmless us, its directors, officers, employees and representatives against claims, losses, liabilities, damages, costs and expenses arising from the User's fraud, wilful misconduct, unlawful activity, infringement of third-party rights, supply of unlawful or non-compliant Goods or material breach of these Terms.

GENERAL

We may modify these Terms from time to time by publishing the revised Terms on the Platform. Where required by Applicable Law, we shall provide appropriate notice of material changes. The revised Terms shall become effective from the date specified therein and, to the extent permitted by Applicable Law, continued use of the Platform after such effective date shall constitute acceptance of the revised Terms.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Electronic records, communications, Orders and acknowledgements made through the Platform or other authorised electronic means may be maintained and relied upon to the extent permitted by Applicable Law.

We shall not be responsible for any delay or failure caused by circumstances beyond its reasonable control.

These Terms and the Privacy Policy govern the User's use of the Platform. Where a separate written agreement applies to a specific transaction or service, that agreement shall prevail to the extent of any inconsistency. These Terms, together with the Privacy Policy and other policies expressly incorporated herein, constitute the terms governing the User's use of the Platform. Where a separate written agreement applies to a specific transaction or service, that agreement shall prevail to the extent of any inconsistency.

GOVERNING LAW AND JURISDICTION

These Terms shall be governed by the laws of India. Subject to Applicable Law and any agreed dispute-resolution mechanism, the courts at Hyderabad, Telangana shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms or the use of the Platform.

GRIEVANCE REDRESSAL

Users may submit complaints or grievances relating to the Platform to:

Grievance Officer

Email: support@sutrafin.com

We shall address grievances in accordance with Applicable Law and its applicable grievance-handling process.