Terms and Conditions
EFFECTIVE DATE: APRIL 01, 2023
These terms and conditions
("Agreement") set forth the general terms and conditions of your use of the
digitallynepal.com website ("Website"), "Digitally Nepal" and any of the related
products and services (collectively, "Services"). This Agreement is legally
binding between you ("User, you, your") and Khullabazar Online Shopping Private Limited (,
"Digitally Nepal, we, us, company"). By accessing and using the Services, you acknowledge
that you have read, understood, and agree to be bound by the terms of this Agreement and You
accept and agree to these terms and conditions and the revisions henceforth. You also accept
and agree to be bound by Digitally Nepal Policies set out in the website and as amended from time to
time. If you choose not to agree with any of these terms, you may stop using the Services
immediately. Subject to You complying with these Terms of Use, we grant you a personal,
non-exclusive, non-transferable, limited privilege to enter and use the Website. If you are
entering into this Agreement on behalf of a business or other legal entity, you represent
that you have the authority to bind such entity to this Agreement, in which case the terms
"User" and “you/your” shall refer to such entity. The Company enables transactions
on its Platform between participating restaurants/stores/merchants/sellers and buyers,
dealing in (a) food and beverages, (b) provisions, consumer goods, consumables etc., and (c)
any other products or services ("Platform Services''). The buyers
("Buyers'') can choose and place orders ("Orders'') from a
variety of products and services listed and offered for sale by various merchants including
but not limited to the restaurants, eateries, grocery stores, other service providers
("Merchants''), on the Platform. You acknowledge that this Agreement is a
contract between you and the Digitally Nepal, even though it is electronic and is not physically
signed by you, and it governs your use of the Services, creating a binding obligation for
you. The content on the Platform is provided for general information only. It is not
intended to amount to advice on which you should rely. You must obtain professional or
specialist advice before taking, or refraining from taking, any action on the basis of the
content on the Platform.
Definitions
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“Affiliate” shall mean any Person who directly or indirectly, controls, is
controlled by, or is under the common control of the Company. The term “Control”
is used in the sense of the possession by a Person or a group of Persons acting
in concert, directly or indirectly, of the right to direct or cause the
direction of the management and policies of another Person, whether through the
board of directors or ownership of voting rights by such other Person, by the
Articles of Association, contract or otherwise. A Person or a group of Persons
acting in concert shall be deemed to be in control of a body corporate if such
Person or group of Persons is in a position to appoint or appoints the majority
of the directors of such body corporate.
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“Authority” shall mean any union, national, state, local, or other
governmental, statutory, administrative, judicial, regulatory or self-regulating
authority, agency or instrumentality having jurisdiction over the relevant
matter.
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“Information” means and shall include any confidential and/or personally
identifiable information or other information provided to the Company or other
Users of the Platform or at the time of registration with the Platform, or
through any email/messaging feature and shall include without limitation Your
name, sex, age, email address, mailing address, phone number (if provided) or
such other personal information.
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“Internal Service Provider” shall mean logistics or any back end service
providers of the Platform appointed by the Company that will provide various
services that the Company may require in order to run operations of the Platform
for example to facilitate or outsource one or more aspects of the business,
product and service operations provided on the Platform, including search
technology, discussion boards, payments, affiliate and rewards programs,
co-branded credit cards, maintenance services, database management etc.
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“Law” shall mean all statutes, enactments, acts of legislature, laws,
ordinances, rules, bylaws, regulations, notifications, guidelines, policies,
directions, directives and orders of any government and or any Authority.
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“Losses” shall include, without limitation, losses, liabilities, actions,
suits, claims, proceedings, costs, damages, penalties, judgments, amounts paid
in settlement, expenses, etc.
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“Pay Facility” means the automated electronic payment or collection and
remittance facility provided by the Company to the Buyers to facilitate payments
for paid services on the Platform directly through banks or financial
institution infrastructure or indirectly through payment gateway facility
providers or through any such facility authorized by the Nepal Rastra Bank to
provide enabling support facility for collection and remittance of
payment.
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“Person” shall mean and include any individual, legal entity, company, body
corporate, partnership firm, association, Hindu undivided family, trust,
society, limited liability partnership or proprietorship, whether incorporated
or not.
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“Policies” shall mean and include the Privacy Policy and any other policies of
the Company as amended and provided on the Platform or communicated to the Users
in any other way from time to time.
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“Services” shall mean the services rendered by the Platform as may be
specifically notified by the Company on the Platform or by other means of
communication from time to time, in accordance with the applicable Law, and
currently includes acting as an intermediary or a facilitator for providing a
platform web and/or mobile application for enabling the users to sell their
products or services online.
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“User(s)” shall mean a user of the Platform.
Eligibility
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You must be at least 18 years of age to use the Services herein. However, if
you are below the age of 18 years, you should immediately terminate the use of
this website or application. By using the Services and by agreeing to this
Agreement you warrant and represent that you are at least 18 years of
age.
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The Company shall not be liable in case of any false information is provided
by the User including User’s age and the User and/or his natural or appointed
guardian alone shall be liable for the consequences as per the applicable Law of
the country to which the User belongs.
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The Company disclaims all liability arising out of such unauthorised use of
the Platform and any third party liability arising out of Your use of the
Platform if You are a minor.
Registration and Creation of Profile
-
A
User is required to register and create a profile by creating a username and
password or registering using mobile verification and providing necessary
details about the User in order to be eligible to access the relevant
Services.
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You are solely responsible for maintaining secrecy and confidentiality of Your
login details including Your user name, password and user code (if any).
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The User hereby agrees and acknowledges that the Platform will grant access to
any person who has obtained Your username, password and code in the same manner
as it would have granted access to You and You shall be responsible for all
activities conducted under Your username, password and any code. The User is
responsible for maintaining the confidentiality of the User’s account access
information and password, if the User is registered on the Platform. The User
shall be responsible for all usage of the User’s account and password, whether
or not authorized by the Merchant.
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The User shall immediately notify the Company of any actual or suspected
unauthorized use of the User’s account or password. Although the Company, its
directors, shareholders, Affiliates, employees, associates, contractors or
agents (“Personnel”) shall not be responsible in any manner for any Losses
occurring from any breach of secrecy of Your username, password, user code or
any unauthorized use of Your account, and You shall be liable for any Losses
suffered by the Company or such other parties as the case may be, due to any
unauthorized use of Your account.
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You agree that the sole purpose of registering on or using the Platform is to
enable yourself technically to run your legal business online, and You shall not
use the Platform in any manner whatsoever for any other purpose other than as
mentioned above and for purposes which are not permitted under the applicable
Law.
User Information
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You agree to provide true, accurate, up to date and complete information while
signing up on the Platform or for any other purpose when prompted or requested
to do so on the Platform.
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Certain information You provide on the Platform in Your profile may reveal, or
allow others to identify different aspects of Your private life, and more
generally about You. You are expressly and voluntarily accepting the terms of
the User Agreement and supplying all such information by You on the Platform,
including all information deemed “personal” or “sensitive” by applicable Laws,
is entirely voluntary on Your part.
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For the use of our Services, You will be required to use certain devices,
software, and data connections, which we otherwise do not supply. For as long as
You use our Services, You consent to downloading and installing updates to our
Services, including automatically, downloading and installing such
updates.
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You are responsible for all carrier data plan and other fees and taxes
associated with Your use of our Services. We may charge You for our Services,
including applicable taxes. We do not provide refunds for our Services, except
as required by Law.
-
The Company shall not be responsible in any manner whatsoever for the
authenticity of the personal information or sensitive personal data or
information supplied by the User to the Company or to any other person acting on
behalf of the Company.
-
You are prohibited from misrepresenting Your identity and agree not to
represent Yourself as another User or login/ register using the identity of any
other Person. You are responsible to maintain and promptly update the
information provided while signing up or verifying or for any other purpose on
the Platform to ensure that the information provided by You is true, accurate,
current, complete and not misleading at all times.
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If
You provide any information that is untrue, inaccurate, misleading, not current
or incomplete or the Company has reasonable grounds to believe that such
information is untrue, inaccurate, misleading, not current or incomplete, or not
in accordance with the User Agreement, the Company reserves the right to
indefinitely suspend or terminate or block Your use or access to the Platform in
any manner whatsoever. Should any other User or Person act upon such untrue,
inaccurate, not current or incomplete information provided or verified by You,
the Company, and its Personnel shall not be liable for any damages, Losses,
direct, indirect, immediate or remote, interests or claims resulting from such
information to You or to any third party. You hereby agree and undertake to
indemnify and to hold harmless the Company, and its Personnel in accordance with
the Indemnity clause contained in these Terms.
Electronic Communication
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You agree to keep Yourself updated with all data, information and
communication pertaining to You made available on the Platform by the Company.
You further agree that Your use of the Platform or provision of any data or
information including any correspondence (by email or otherwise) to or by the
Company is through electronic records and You consent to receiving communication
from the Company via electronic documents including emails and/or SMS, which
will be deemed adequate for service of notice/ electronic record.
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You understand You may have to bear/pay any charges associated with any such
access (including text messaging charges for messages). Our communications to
You may include communication that would inform Users about various features of
our services. The Company may also send You promotional information unless You
have opted out of receiving such information.
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We
may need to provide You with certain communications/notifications, such as
service announcements and administrative messages. These communications are
considered part of the Services and Your account, and You may not be able to
opt-out from receiving them. If You added Your phone number to Your account and
You later change or deactivate that phone number, You must update Your account
information to help prevent us from communicating with anyone who acquires Your
old number.
General Terms
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All commercial/contractual terms are offered by and agreed to between Buyers
and Merchants alone with respect to products and services being offered by the
Merchants. The commercial/contractual terms include without limitation price,
applicable taxes, shipping costs, payment terms, date, period and mode of
delivery, warranties related to products and services and after sales services
related to products and services. The Company does not have any control or does
not determine or advise or in any way or involve itself in the offering or
acceptance of such commercial/contractual terms between the Buyers and
Merchants. The Company may, however, offer support services to Merchants in
respect to Order fulfilment, logistics, mode of payment, payment collection and
other ancillary services, pursuant to the understanding between the Company and
the Merchants. The price of the products and services offered by the Merchant
are solely determined by the Merchant itself and the Company has no role to play
in such determination of price in any way whatsoever.
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The Company does not make any representation or warranty as to the
item-specifics (such as legal title, creditworthiness, identity, etc.) of any of
the Merchants. You are advised to independently verify the bona fides of any
particular Merchant that You choose to deal with on the Platform and use Your
best judgment in this regard. All Merchant offers/promotions and third-party
offers/promotions are subject to respective party terms and conditions and the
Company takes no responsibility for such offers or promotions.
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The Company neither makes any representation or warranty as to specifics (such
as quality, value, scaleability, etc.) of the products or services proposed to
be sold or offered to be sold or purchased on the Platform nor does implicitly
or explicitly support or endorse the sale or purchase of any products or
services on the Platform. The Company accepts no liability for any errors or
omissions, whether on behalf of itself or third parties (including the
Merchants).
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The Company is not responsible for any non-performance or breach of any
contract entered into between Buyers and Merchants. The Merchant agrees to
indemnify the Company for any and all Losses suffered by the Company due to
Merchant’s use of the Platform and interactions with Buyers pursuant thereto.
The Company cannot and does not guarantee that the concerned Buyers and
Merchants will perform any transaction concluded on the Platform. The Company is
not responsible for unsatisfactory or non-performance of services or damages or
delays as a result of products which are out of stock, unavailable or back
ordered.
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The Company is operating an online marketplace and assumes the role of
facilitator, and does not at any point of time during any transaction between
Buyer and Merchant on the Platform come into or take possession of any of the
products or services offered by Merchant. At no time shall the Company hold any
right, title or interest over the products nor shall the Company have any
obligations or liabilities in respect of such contract entered into between
Buyer and Merchant.
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The Company is only providing a platform for communication and it is agreed
that the contract for sale of any of the products or services shall be a
strictly bipartite contract between the Merchant and the Buyer. In case of
complaints from the Buyer pertaining to efficacy, quality, or any other such
issues, the Company’s sole responsibility shall be to notify the same to the
Merchant and shall also redirect the Buyer to the consumer call centre of the
Merchant. The Merchant shall be solely liable for redressing Buyer complaints.
In the event You raise any complaint on any Merchant accessed using our
Platform, we shall assist You to the best of our abilities by providing relevant
information to You, such as details of the Merchant and the specific Order to
which the complaint relates, to enable satisfactory resolution of the
complaint.
Merchant Terms
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The Merchants may list and provide the details of the products/ services
offered for sale to the Buyers as a registered user of the Platform, however the
Merchants shall not be permitted to sell any product that fall are under the
list of banned
items(https://docs.google.com/)
identified by the Company from time to time, or are otherwise prohibited for
sale under applicable Law.
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The Merchants agree and undertake that are legally permitted to sell the
products listed for sale on the Platform. Listings may only include text
descriptions, graphics and pictures that describe your products for sale. All
listed products must be listed in an appropriate category on the Platform.
Soliciting business offline or outside of the Platform with the Buyers is
expressly prohibited and would be considered as a breach of the User Agreement.
All listed products must be kept in stock for successful fulfilment of
orders.
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The Merchants hereby agree and undertake that descriptions, images, and other
content pertaining to the products/services is complete and accurate, and
corresponds directly with the appearance, nature, quality, purpose and other
features of such products/services.
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The listing description of the products must not be misleading and must
describe the actual condition of the product. If the product description does
not match the actual product, You agree to refund any amounts that You may have
received from the Buyer.
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You shall not abuse or misuse the Platform or engage in any activity which
violates the terms of the User Agreement. In any such case, the Company may
suspend your account or permanently debar You from accessing the
Platform.
User Obligations
You agree, undertake and confirm that Your use of
Platform shall be strictly governed by the following binding principles:
- You shall not host, display, upload, download, modify, publish, transmit, update or
share any information which:
- belongs to another person and which You do not have any right to;
- is misleading or misrepresentative in any way;
- is patently offensive to the online community, such as sexually explicit
content, or content that promotes obscenity, paedophilia, racism, bigotry,
hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
- involves the transmission of "junk mail", "chain
letters", or unsolicited mass mailing or "spamming";
- promotes illegal activities or conduct that is abusive, threatening,
obscene, defamatory or libellous;
- infringes upon or violates any third party's rights including, but not
limited to, intellectual property rights, rights of privacy (including
without limitation unauthorized disclosure of a person's name, email
address, physical address or phone number) or rights of publicity or any
other proprietary rights;
- promotes an illegal or unauthorized copy of another person's
copyrighted work (see "copyright complaint" below for instructions
on how to lodge a complaint about uploaded copyrighted material), such as
providing pirated computer programs or links to them, providing information
to circumvent manufacture-installed copy-protect devices, or providing
pirated music or links to pirated music files;
- contains restricted or password-only access pages, or hidden pages or images
(those not linked to or from another accessible page);
- provides material that exploits people in a sexual, violent or otherwise
inappropriate manner or solicits personal information from anyone;
- provides instructional information about illegal activities such as making
or buying illegal weapons, violating someone's privacy, or providing or
creating computer viruses;
- contains video, photographs, or images of another person (with a minor or an
adult);engages in commercial activities and/or sales without our prior
written consent such as contests, sweepstakes, barter, advertising and
pyramid schemes, or the buying or selling of products related to the
Platform. Throughout these Terms, the Company’s prior written consent means
a communication coming from the Company’s authorised representative,
specifically in response to Your request, and expressly addressing and
allowing the activity or conduct for which You seek authorization;
- solicits gambling or engages in any gambling activity which is or could be
construed as being illegal;
- interferes with another user's use and enjoyment of the Platform or any
third party's user and enjoyment of similar services;
- refers to any website or URL that, in our sole discretion, contains material
that is inappropriate for the Platform or any other website, contains
content that would be prohibited or violates the letter or spirit of these
Terms;
- infringes any patent, trademark, copyright or other intellectual property
rights or third party's trade secrets or rights of publicity or privacy
or shall not be fraudulent or involve the sale of counterfeit or stolen
products;
- violates any Law for the time being in force;
- is false, inaccurate or misleading;
- directly or indirectly, offers, attempts to offer, trades or attempts to
trade in any item, the dealing of which is prohibited or restricted in any
manner under the provisions of any applicable Law, rule, regulation or
guideline for the time being in force; or
- creates liability for us or causes us to lose (in whole or in part) the
services of our internet service provider or other suppliers.
- In case of any action, omission, transaction or attempted transaction which is
violative of these Terms or applicable Laws comes to Your knowledge, You shall
forthwith take all steps to inform the Company of such violation at
support@digitallynepal.com
- You shall not use any "deep-link", "page-scrape",
"robot", "spider" or other automatic device, program, algorithm
or methodology, or any similar or equivalent manual process, to access, acquire,
copy or monitor any portion of the Platform or any content, or in any way reproduce
or circumvent the navigational structure or presentation of the Platform or any
content, to obtain or attempt to obtain any materials, documents or information
through any means not purposely made available through the Platform. We reserve our
right to prohibit any such activity.
- You shall not attempt to gain unauthorized access to any portion or feature of the
Platform, or any other systems or networks connected to the Platform or to any
server, computer, network, or to any of the services offered on or through the
Platform, by hacking, "password mining" or any other illegitimate means.
- You shall not probe, scan or test the vulnerability of the Platform or any network
connected to the Platform nor breach the security or authentication measures on the
Platform or any network connected to the Platform. You may not reverse look-up,
trace or seek to trace any information on any other user of or visitor to Platform,
or any other Buyer, including any account on the Platform not owned by You, to its
source, or exploit the Platform or any service or information made available or
offered by or through the Platform, in any way where the purpose is to reveal any
information, including but not limited to personal identification or information,
other than Your own information, as provided for by the Platform.
- You may not use the Platform or any content on the Platform for any purpose that is
unlawful or prohibited by the User Agreement, or to solicit the performance of any
illegal activity or other activity that infringes the rights of the Company and/or
others.
- In order to allow us to use the information supplied by You, without violating Your
rights or any laws, You agree to grant us a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise
the copyright, publicity, database rights or any other rights You have in Your
information, in any media now known or not currently known, with respect to Your
information. We will only use Your Information in accordance with these Terms and
Policies applicable to use of the Platform.
- From time to time, You shall be responsible for providing information relating to
the products or services proposed to be sold by You. In this connection, You
undertake that all such information shall be complete, accurate and not misleading
in all respects. You shall not exaggerate or overemphasize the attributes of such
products or services so as to mislead other Users in any manner.
- We reserve the right, but have no obligation, to monitor the materials posted on the
Platform. The Company shall have the right to remove or edit any content that in its
sole discretion violates, or is alleged to violate, any applicable law or either the
spirit or letter of these Terms. Notwithstanding this right, You remain solely
responsible for the content of the materials You post on the platform and in Your
private messages. Please be advised that such content posted does not reflect the
Company’s views. In no event shall the Company assume or have any responsibility or
liability for any content posted or for any claims, damages or Losses resulting from
use of content and/or appearance of the content on the Platform. You hereby
represent and warrant that You have all necessary rights in and to all content which
You provide and all information it contains and that such content shall not infringe
any proprietary or intellectual property or other rights of third parties or contain
any libellous, tortious, or otherwise unlawful information.
- Your correspondence or business dealings with, or participation in promotions of,
advertisers found on or through the Platform, including payment and delivery of
related products or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between You and such
advertiser. We shall not be responsible or liable for any loss or damage of any sort
incurred as the result of any such dealings or as the result of the presence of such
advertisers on the Platform.
- It is possible that other Users (including unauthorized users or
'hackers') may post or transmit offensive or obscene materials on the
Platform and that You may be involuntarily exposed to such offensive and obscene
materials. It is also possible for others to obtain personal information about You
due to Your use of the Platform, and that the recipient may use such information to
harass or injure You. We do not approve of such unauthorized uses, but by using the
Platform You acknowledge and agree that we are not responsible for the use of any
personal information that You publicly disclose or share with others on the
Platform. Please carefully select the type of information that You publicly disclose
or share with others on the Platform.
- The Company respects the intellectual property rights of others and expects Users of the
Services to do the same. We reserve the right to remove content alleged to be infringing
without prior notice, at our sole discretion, and without any liability to You. We will
respond to notices of alleged infringement that comply with applicable Law and are
properly provided to us. If You believe that Your content has been copied in a way that
constitutes copyright infringement, please report this at support@digitallynepal.com
- The Company may in future charge a fee or charges, as intimated from time to time on the
Platform, for registration on the Platform as Users especially for maintaining an
official account, for availing services provided by the Company through the Platform.
Currently, the Company does not levy any charges/fees for registration, access or
maintaining an account on the Platform. The Company reserves the right to introduce new
services including any premium or paid services or modify or discontinue any existing
services provided on the Platform. Changes to the Terms or any of the Policies of the
Company shall be published on the Platform and such changes shall automatically become
effective immediately after they are published on the Platform. You are requested to
visit the Terms and various Policies links on the Platform often to keep abreast of any
amendments.
- You confirm that these Terms hereunder (and the User Agreement) will not conflict with,
result in a breach of or constitute a default (or any event that, with notice or lapse
of time, or both, would constitute a default) or result in the acceleration of any
obligation under any of the terms, conditions or provisions of any other agreement or
instrument to which You are a party or by which You are bound or to which any of Your
property or assets are subject, conflict with or violate any of the provisions of its
charter documents, or violate any statute or any order, rule or regulation of any
Authority that would materially and adversely affect the performance of Your duties
hereunder. You have obtained any consent, approval, authorization of Authority required
for the execution, delivery and performance of its respective obligations hereunder. If
the Company suffers any Loss or damages or a claim is made by any Person against the
Company or the Platform as a result of a breach or default or contravention on Your part
of the User Agreement , You agree to, forthwith upon delivery of notice by the Company,
make good such Losses or damages or claim amounts suffered by the Company.
- You confirm that there is no action, suit or proceeding pending against You or to Your
knowledge, threatened in any court or by or before any other Authority which would
prohibit Your entering into or performing obligations under the User Agreement.
- You confirm that You shall not transfer Your account and shall not assign any rights and
obligations under the User Agreement to any third party without the specific prito
written permission of the Company.
Action
-
In
case of any violation by You of the User Agreement , the Company has the right
to immediately terminate the access or usage rights of the User to the Platform
without any notice and any such violative information that is displayed or
submitted on the Platform may be removed immediately and completely and/or
report to investigating authorities under applicable Law.
-
If
the Company terminates Your access to the Platform, the Company may, in its sole
and absolute discretion, remove and destroy any data and files stored by You on
its servers and You agree and acknowledge that the Company or the Platform shall
not in any manner be responsible and/or liable for removing or deleting such
information.
No Endorsement
We neither endorse any Merchant or the
products/services offered by them. In addition, although these Terms require You to provide
accurate Information, we do not attempt to confirm, and do not confirm its purported
identity. We will not be responsible for any damage or harm resulting from Your interactions
with Merchants. By using the Services, You agree that any legal remedy or liability that You
seek to obtain for actions or omissions of Merchants or other third parties will be limited
to a claim against the particular Merchant or other third parties who caused You harm and
You agree not to attempt to impose liability on, or seek any legal remedy from us with
respect to such actions or omissions.
Disclaimers
-
The Platform may be under constant upgrades, and some functions and features
may not be fully operational.
-
Due to the vagaries that can occur in the electronic distribution of
information and due to the limitations inherent in providing information
obtained from multiple sources, there may be delays, omissions, or inaccuracies
in the content provided on the platform or delay or errors in functionality of
the Platform. As a result, we do not represent that the information posted is
correct in every case.
-
We
expressly disclaim all liabilities that may arise as a consequence of any
unauthorized use of Payment Methods.
-
The Company disclaims all liability that may arise due to any violation of any
applicable Laws including the Law applicable to products and services offered by
the Merchant.
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While the materials provided on the Platform were prepared to provide accurate
information regarding the subject discussed, the information contained in these
materials is being made available with the understanding that we make no
guarantees, representations or warranties whatsoever, whether expressed or
implied, with respect to professional qualifications, expertise, quality of work
or other information herein. Further, we do not, in any way, endorse any service
offered or described herein. In no event shall we be liable to You or any third
party for any decision made or action taken in reliance on such
information.
-
The information provided hereunder is provided 'as is'. We and / or
our employees make no warranty or representation regarding the timeliness,
content, sequence, accuracy, effectiveness or completeness of any information or
data furnished hereunder or that the information or data provided hereunder may
be relied upon. Multiple responses may usually be made available from different
sources and it is left to the judgement of Users based on their specific
circumstances to use, adapt, modify or alter suggestions or use them in
conjunction with any other sources they may have, thereby absolving us as well
as our consultants, business associates, Affiliates, business partners and
employees from any kind of professional liability.
-
We
shall not be liable to You or anyone else for any Losses or injury arising out
of or relating to the information provided on the Platform. In no event will we
or our Personnel be liable to You or any third party for any decision made or
action taken by Your reliance on the content contained on the Platform.
-
In
no event will we be liable for any damages (including, without limitation,
direct, indirect, incidental, special, consequential or exemplary damages,
damages arising from personal injury/wrongful death, and damages resulting from
lost profits, lost data or business interruption), resulting from any services
provided by any third party or merchant accessed through the platform, whether
based on warranty, contract, tort, or any other legal theory and whether or not
we are advised of the possibility of such damages.
-
We
reserve the right to do any of the following, at any time, without notice: (a)
to modify, suspend or terminate operation of or access to the Platform, or any
portion of the Platform, for any reason whatsoever; (b) to modify or change the
Platform, or any portion of the Platform, and any applicable policies or terms;
or (c) to interrupt the operation of the Platform, or any portion of the
Platform, as necessary to perform routine or non-routine maintenance, error
correction, or other changes.
Intellectual Property
-
We
are either the owner of intellectual property rights or have the non-exclusive,
worldwide, perpetual, irrevocable, royalty free, sub-licensable (through
multiple tiers) right to exercise the intellectual property, in the Platform,
and in the material published on it including but not limited to user interface,
layout format, order placing process flow, ideas, design, structure, expression,
and any content thereof (except any content that is posted by the
Merchants).
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You recognize that the Company is the registered owner of the word mark
“Digitally Nepal” and the logo including but not limited to its variants (“IPR”) and You
shall not directly or indirectly, attack or assist another in attacking the
validity of, or Company’s or its Affiliates proprietary rights in, the licensed
marks or any registrations thereof, or file any applications for the
registration of the licensed marks or any names or logos derived from or
confusingly similar to the licensed marks, any variation thereof, or any
translation or transliteration thereof in another language, in respect of any
products/services and in any territory throughout the world. If You become aware
or acquire knowledge of any infringement of IPR You shall report the same at
support@digitallynepal.com with all relevant information.
-
You may print off one copy, and may download extracts, of any page(s) from the
Platform for Your personal reference and You may draw the attention of others
within Your organisations to material available on the Platform.
-
You must not modify the paper or digital copies of any materials You have
printed off or downloaded in any way, and You must not use any illustrations,
photographs, video or audio sequences or any graphics separately from any
accompanying text.
-
You must not use any part of the materials on the Platform for commercial
purposes without obtaining a license to do so from us or our licensors.
-
If
You print off, copy or download any part of the Platform in breach of these
Terms, Your right to use the Platform will cease immediately and You must, at
our option, return or destroy any copies of the materials You have made.
Payment
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For all the transactions between the Merchant and the Buyer, the Merchant
agrees to pay an amount equal to 3% of the transaction value (“Transaction
Fees”) to the Company. The Merchant agrees that the Transaction Fees is subject
to change and such change shall be published on the Platform from time to time.
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We
use third party service providers or payment gateway(s) for processing the
payments made in relation to the purchase of products offered by the Merchants
to Buyers.
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The relevant third party service provider shall transfer the amount paid by
the Buyer against an Order (after deducting the Transaction Fees) in the
Merchant’s account.
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In
order to enable Buyers to use paid services on the Platform, the Company
facilitates the provision of Pay Facility by a third-party service provider on
the Platform, at its sole discretion. The Pay Facility shall enable automated
collection and remittance services using the facilities of various Nepal banks,
financial institutions, credit/ debit/ cash card brands, various third-party
service providers and/or payment card industry issuers and through such other
infrastructure and facilities as may be authorized by the Nepal Rastra Bank for
collection, refund and remittance, as the case may be. The Pay Facility shall be
availed in accordance with these Terms.
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The Pay Facility may support payments through credit/debit cards from the
banks that are available while selecting the Pay Facility as the payment method
or by cash. The Pay Facility may support payments through mobile banking payment
options. However, payment mechanisms may be added or removed or suspended
through any one or more banks directly or through any payment gateway
facilitators and such change shall come into effect upon the same being
published on such third party service provider’s website.
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The Pay Facility shall be made available to the Buyers to make payment easier.
In case wrong bank account details are used by the Buyer, the Company shall not
be responsible for loss of money, if any. In case of there being any technical
failure, at the time of transaction and there is a problem in making payment,
You could contact us at support@digitallynepal.com however, the Company shall not be
liable for transaction failure or payment issues. You assume sole responsibility
for all risks associated with transfer of money or payments to the Merchants,
whether or not such transfer or payments are done through the use of a
third-party payment gateway. All disputes regarding delayed payments or failed
payments must be resolved by You, and the third-party payment gateway directly.
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You agree and accept that the Company is neither acting as a trustee nor
acting in a fiduciary capacity with respect to the payment transaction by reason
of providing the Pay Facility or any other method of payment to its Buyers.
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While availing any of the payment method/s available on the Platform, we will
not be responsible or assume any liability, whatsoever in respect of any loss or
damage arising directly or indirectly to You due to:
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Lack of authorization for any transaction
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Exceeding the preset limit mutually agreed by You and between
"Banks"
-
Any payment issues arising out of the transaction or
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Decline of transaction for any other reason.
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All payment transactions are subject to approval by Your issuing bank as
applicable. If Your bank refuses to authorize payment, the Merchant shall have
the right to cancel the Order without any further liability. Further, You agree
that we/Merchants will not be held accountable for any delays caused to the
delivery in cases where the payment authorization is delayed by Your bank/
financial institution.
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You acknowledge and agree that You shall not use the details of credit
card/debit card/net-banking or any other payment instrument which is not
lawfully owned by You.
-
The Merchants have specifically authorized the Company or its service
providers to collect, process, facilitate and remit payments electronically or
through ‘cash on delivery’ to and from other Buyers in respect of transactions
through Pay Facility.
-
Your relationship with the Company is on a principal to principal basis and by
accepting these Terms, You agree that the Company is an independent contractor
for all purposes, and does not have control of or liability for the products or
services that are listed on the Platform that are paid for by using the Pay
Facility. The Company does not guarantee the identity of any Buyer nor does it
ensure that a Buyer or a Merchant will complete a transaction.
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You understand, accept and agree that the Pay Facility provided by the Company
is neither a banking nor financial service but is merely a facilitator providing
an electronic, automated online electronic payment, receiving payment through
‘cash on delivery’, collection and remittance facility for the transactions on
the Platform using the existing authorized banking infrastructure and credit
card payment gateway networks. Further, by providing the Pay Facility, the
Company is neither acting as trustees nor acting in a fiduciary capacity with
respect to the transaction or the transaction price.
-
Buyers acknowledge and agree that the Company acts as the Merchant's
payment agent for the limited purpose of accepting payments from Buyers on
behalf of the Merchant. Upon Your payment of amounts to us, which are due to the
Merchant, Your payment obligation to the Merchant for such amounts is completed,
and we are responsible for remitting such amounts to the Merchant. You shall
not, under any circumstances whatsoever, make any payment directly to the
Merchant for Order bookings made using the Platform.
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Payment Facility for Buyers:
-
You, as a Buyer, understand that upon initiating a
transaction You are entering into a legally binding and
enforceable contract with the Merchant to purchase the products
and /or services from the Merchant using the Pay Facility, and
You shall pay the transaction price through Your issuing bank to
the Merchant using Pay Facility.
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You, as a Buyer, shall be entitled to claim a refund of the
transaction price from the Merchant (as Your sole and exclusive
remedy) in case You do not receive the delivery of the goods or
services being sold by the Merchant within the time period
agreed in the transaction. In case You do not raise a refund
claim using the Platform features within the stipulated time,
then this would make You ineligible for a refund.
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You, as a Buyer, understand that refund may not be available
in full or in part for certain category of products and/or
services and/or transactions and hence You may not be entitled
to a refund in respect of the transactions for those products
and /or services.
-
Refunds shall not be handled by the company, Merchant shall be
responsible for refunds that is need to be made to you
-
We may also request You for additional documents for
verification.
-
The Company reserves the right to impose limits on the number
of transactions or transaction price from an individual valid
Credit/Debit/ Cash Card / Valid Bank Account/ and such other
infrastructure or any other financial instrument directly or
indirectly through payment aggregator or through any such
facility authorized by Nepal Rastra Bank to provide enabling
support facility for collection and remittance of payment or by
an individual Buyer during any time period, and reserves the
right to refuse to process transactions exceeding such
limit.
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The Company reserves the right to refuse to process
transactions by Buyers with a prior history of questionable
charges including without limitation breach of the User
Agreement by Buyer with the Company or breach/violation of any
law or any charges imposed by the issuing bank.
-
The Buyer and Merchant acknowledge that the Company will not
be liable for any damages, interests or claims etc. resulting
from not processing a transaction/transaction price or any delay
in processing a transaction/transaction price which is beyond
control of the Company.
-
Compliance with Laws:
-
Buyer and Merchant shall comply with all the applicable Laws
(including Customs Act 2007, Information and Technology Act,
2000 as amended by the Information Technology Policy 2000, Money
Laundering Prevention Act, 2008 and the rules made there under,
Income Tax Act, 2002 and the rules made there under, Nepal Trade
Policy 2018) applicable to them respectively for using the
payment facility.
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Buyer's arrangement with Issuing Bank:
-
All valid credit / debit/ and other payment instruments are
processed using a payment gateway or appropriate payment system
infrastructure and the same will also be governed by the terms
and conditions agreed to between the Buyer and the respective
issuing bank and payment instrument issuing company.
-
All online bank transfers from valid bank accounts are
processed using the gateway provided by the respective issuing
bank which support Pay Facility to provide these services to the
Users. All such online bank transfers on Pay Facility are also
governed by the terms and conditions agreed to between Buyer and
the respective issuing bank.
Third Party Links
To the extent that the Platform contains links to
advertisement banners, information about outside services and resources offered by third
parties, we do not give any express or implied warranties or guarantees regarding the
content, services, and information provided on such linked websites. Any concerns regarding
any such services or resources, or any link thereto, should be directed to the particular
service or resource provider. We provide these links only for the convenience of visitors to
the Platform. You can visit any and all of the linked websites entirely at your own
discretion, however we shall assume no responsibility for the outcome of any such
interactions.
Limitation of Liability
-
In
no event shall the Company or its Personnel or its suppliers, service providers
and internal service providers be liable for any direct, indirect, incidental,
special, consequential or exemplary damages, including but not limited to,
damages for loss of profits, goodwill, use, data or other intangible Losses
arising (in any manner whatsoever) out of or in connection with the Platform,
the Pay Facility, services provided by internal service providers on behalf of
the Platform or the Company or any other services.
-
The Company’s liability under all circumstances is limited to the amount of
charges/ fees, if any, paid by You to the Company. The Company, its Personnel
and internal service providers and technology partners make no representations
or warranties about the accuracy, reliability, completeness, and/or timeliness
of any information or communication provided on or through the use of the
Platform or that of the operation of the Platform or Pay Facility will be error
free and/or uninterrupted. The Company assumes no liability whatsoever for any
monetary or other damage suffered by You on account of: (a) the delay, failure,
interruption, or corruption of any data or other information transmitted in
connection with use of the Platform or Pay Facility; or (b) any delay, failure,
interruption or errors in the operation of the Platform or Pay Facility.
Indemnity for non-compliance or breach
You shall indemnify and hold harmless the Company
and the Company's parent, subsidiaries, its Personnel, Affiliates, internal service
providers and their respective officers, shareholders, directors, agents, and employees,
from and against any and all Losses, liabilities, actions, suits, claims, proceedings,
costs, damages, judgments, amounts paid in settlement and expenses (including without
limitation attorneys' fees and disbursements), made by any third party or penalty
imposed due to or arising out of Your breach of the User Agreement or resulting from untrue,
inaccurate, misleading not current or incomplete information provided or verified by You.
Consent and PrivacyPolicy
-
By
using the Platform and/or by providing Your Information, You consent to the
collection and use of such Information disclosed by You on the Platform and on
the Pay Facility (if applicable), by the Company. The personal information /
data including but not limited to the information provided by You to the
Platform /Pay Facility (if applicable) during the course of You being a
registered User shall be retained in accordance with the Privacy Policy
published on the Platform from time to time. If You do not agree to Your
information being transferred or used in this way, please do not use the
Platform.
-
The Company views the protection of User’s privacy as a very important
community principle. The Company clearly understands that You and the personal
information provided by You is one of the most important assets to the Company.
The Company stores and processes the information provided by You that are
protected by physical as well as reasonable technological security measures and
procedures in compliance with the applicable Law.
Breach and Termination
-
Without limiting other remedies that the Company may pursue, the Company may
at its sole discretion take such action as it deems fit including but not
limited to cancellation of the membership and deletion of the account , limit
Your activity on the Platform, immediately remove Your information, or warn
other Users of Your actions, forthwith temporarily/indefinitely suspend or
terminate or block Your user account/membership, and/or refuse to provide You
with access to the Platform or initiate any legal action it may deem fit,
particularly in the event: You breach any of the provisions of the User
Agreement, any of the documents, agreements between the Company and You in
addition to these Terms, terms and conditions made thereunder which are
incorporated therein by reference; any misuse of Your account or the Pay
Facility (if utilized), in case the Company is unable to verify or authenticate
any information provided by You, if the Company believes that Your actions may
cause legal liability to the Company, other Users or Yourself.
-
No
actions, omissions or decisions taken by the Company shall waive any rights or
claims that the Company may have against the User. Any User that may have been
suspended or blocked may not register or attempt to register with the Platform
or use the Platform in any manner whatsoever until such time that such User is
reinstated by the Company. Notwithstanding the above, if You breach the Terms or
the Policies and other documents incorporated therein by reference or any other
agreements entered into by the Company and You in addition to the Terms, the
Company reserves the right to take strict legal action including but not limited
to referral to the appropriate police or other authorities for initiating
criminal or civil or other proceedings against You.
-
You agree and acknowledge that we, in our sole discretion, without prior
notification or intimation, may terminate your access to all or part of the
Platform or cease to provide accessibility to the Platform, for reasons
including but not limited to:
-
In response to the requests of law enforcement agencies or
other government institutions
-
In response to your own request
-
The suspension or major modification of the website or any of
its services
-
Unforeseeable technical issues
-
Occurrence of an event outside our control.
-
All Your obligations and liabilities incurred prior to the termination date
shall survive the termination of the User Agreement for all purposes.
Grievance Redressal Mechanism
-
In
case of any grievance, objection or complaint on Your part with respect to the
Platform, other Users or the Company, including any complaints or enquiry about
suspension, termination or blocking of Your membership or right to use the
Platform, You should promptly raise such grievance or complaint with the
designated Grievance Officer at support@digitallynepal.com and provide the Grievance
Officer with all necessary information and/or documents to enable the
Company/Grievance Officer to try and resolve the issue.
-
The Grievance Officer shall attempt to acknowledge your grievances/ complaints
within 48 (forty-eight) hours of receiving it. The Grievance Officer may
requisite such information as he may require in order to look into the
grievances/ complaints for resolving the same. The Grievance Officer shall
attempt to resolve the grievance/ complaint within 1 (one) month of having
received it. You acknowledge that in the event you fail to provide the
information sought by the Grievance Officer to look into your complaint, the
Grievance Officer shall not be able to proceed with your grievance/ complaint,
and as such, the grievance/ complaint may remain unresolved. By agreeing to the
Terms herein, you hereby consent and authorize the Grievance Officer to contact
you on the basis of the information provided by you, for the purposes of the
grievance/ complaint.
Confidentiality
-
All communications between the You and the Company and all confidential
information given to or received by You from the Company, and all information
concerning the business transactions of the Company with any entity or person
with whom it may or may not have a confidentiality obligation with regard to the
matter in question, shall be kept confidential by You (whether or not such
information or data has been marked as confidential) unless specifically
permitted to the contrary in writing to the Company.
-
Further the Company may at any time disclose any confidential information on a
confidential basis to any prospective and current investors, strategic or
financial, partners or service providers other than other Users of the
Platform.
-
This confidentiality obligation shall survive the termination of the agreement
with and the User account of the concerned User.
Severability
If any provision of the User Agreement or the
application thereof to any person or circumstance is determined to be invalid, unlawful,
void or unenforceable to any extent for any reason including by reason of any applicable
Law, the remainder of the User Agreement and the application of such provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby, and each provision of the User Agreement shall be valid and enforceable to
the fullest extent permitted by Law. Any invalid or unenforceable provision of the User
Agreement shall be replaced with a provision, which is valid and enforceable and most nearly
reflects the original intent of the invalid and unenforceable provision.
Governing Law and Jurisdiction
The User Agreement and documents incorporated by
reference shall be governed and construed in accordance with the laws of Nepal. If any
dispute arises between You and the Company during Your use of the Platform or the Pay
Facility or any service incidental to the Platform or thereafter, in connection with the
validity, interpretation, implementation or alleged breach of any provision of the Terms
and/or any other agreement between the Company and You in addition to the User Agreement and
any other documents incorporated therein by reference, the dispute shall be referred to the
senior management of the Company for conciliation. If the dispute has not been resolved,
then such a dispute shall be subject to the exclusive jurisdiction of the courts in
Kathmandu, Nepal and You hereby submit to the jurisdiction of such courts.