SODO Terms and Conditions
This MOU is between the two parties:
FIRST PARTY: The Story Boxx (TSB) with is registered office in 2 DSIDC Okhla Sheds, Okhla Phase 1, New Delhi 110020
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SECOND PARTY: Anyone who willingly subscribes and registers as a Supplier of materials (‘the Products’) in any of the Categories of the Story Boxx Website (‘the Website’), would be classified as a Vendor for the purpose of this Document.
The Purpose of this MOU is to come to an Understanding to serve TSB Customers in a DIRECT DEAL arrangement, called: SODO (Samples On Direct Order), wherein, samples would now be provided directly to the TSB customers, on direct request logged into the Website.
WHO IS “SODO” FOR?
SODO is for those vendor Partners who wish to maintain the samples / cuttings of selected SKU’s that are featured on the TSB Platform at their own stores for reasons of proprietorship, cost of samples etc. TSB would refer such request for samples directly to the concerned SODO Vendor Partner, who in turn would arrange for the samples, on priority, on direct shipping basis.
The Following terms would apply:
- Vendors’ Eligibility
The use of the Website called “thestoryboxx.com” which is owned and operated by “Tesbox Tech Pvt. Ltd.” (‘the Company’) is available only to persons who can form legally binding contracts under the Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Website. If you register as a business entity, you confirm and represent that you are duly authorized by the business entity to accept these Terms of Use and you have the authority to bind the business entity to these Terms of Use.
- Your Account and Registration Obligations
In the course of your use of the Website, you agree to furnish all your details and information as requested by us at the time of Vendor Onboarding / Registration. The same would be done through an excel sheet with all product details that would need to be filled in, which will form the basis of all the information to be updated. You acknowledge and confirm that any information provided by you shall be accurate. In the event, you provide any information which is untrue, inaccurate, not current, concealed, misrepresented and/or incomplete, the Company shall have the right to suspend or terminate with immediate effect your account on the Website and/or indefinitely block you from accessing the Website. There would be NO REFUND of payments made in this event and you shall indemnify the Company for any loss, damage injury etc. caused by your non-adherence to this term in any manner whatsoever and the Company shall not be liable for the same.
- Onboarding Process
The Costs for SODO and for Normal Vendor Onboarding would be the same in fairness to all other vendor Partners and would relate to the subscription at the time of joining, as displayed on the website; the process involves:
Step 1: Package (Quarterly / Half Yearly / Yearly) to be selected and Payment to be made to the Company i.e. M/s Tesbox Tech Pvt. Ltd. Any & all correspondence in this regard is to be routed through accounts@thestoryboxx.com.
Step 2: There shall only be a 15 (Fifteen) day window to upload the fastest moving and popular Products from your entire range which may be subject to change. In the event of any change in the Products, you shall notify the Company in writing within 48 hours and you shall ensure that the modification in the Products shall be uploaded on the Website within 3-5 working days.
Step 3: Where required, we would also be happy to have our advisory architect team to help select the Products that could be uploaded on the Portal. All Images would be needed in high resolution. Any suggestions or advice given by the Company’s architects shall not make the Company and/or the architects responsible or liable in any manner for the choices and decisions made by you.
Step 4: Once a complete Inventory is identified, it would be signed off on and you must keep 12 (Twelve) samples of the designated size / finish of the Products ready at any time at your end. The signing of this MOU means your acceptance
Step 5: The uploading of the Samples of the Products and their details shall be on your acceptance of this. The remaining days of the 15 (Fifteen) day period shall be utilised for checking and debugging the uploads which would consist of the selected product range as finalised and signed off by the vendor.
You agree that the payment for any extension of the subscriptions shall be made prior in advance of 14 (Fourteen) days before the expiry of your subscription, failing which the uploads of the Products will be removed without any notice to you and with immediate effect for which the Company shall not be liable in any manner whatsoever.
The preferential rates for advertisements / displays on the portal can be accessed on the website. These rates will be dependent upon the location and the size of the advertisement.
- Communications
When you use the Website or send e-mails, other data, information, or communication to us, you agree and understand that you are communicating with us through electronic records and you consent to receive communications via electronic records from us periodically or as and when required. We may communicate with you by email or any other mode of communication, electronic or otherwise. The service of the same shall be as per applicable law. The communication by you shall be between 11am & 5pm from Monday to Friday and any communication made to you shall also be between 11am & 5pm from Monday to Friday mentioned upon registration. Any change in the same shall be immediately notified.
- Representation on TheStoryBoxx website
The Company and/or the Website does not make in any manner any representation or warranty regarding the services being offered, sold, purchased etc. on the Website by you to your clients, customers, third party and/or user of this Website and with respect to any specifics of the Products including but not limited to their quality, value, defects, the Products not beings in accordance with the portrayal on the Website, price, intellectual property rights, warranty, cancellation, saleability etc..
The Company and/or the Website does not implicitly or explicitly in any manner support or endorse any of the Products and services of the Vendors on the Website. The Company and/or the Website shall in no manner be liable for the Products and services of the Vendors uploaded, offered, sold, purchased and/or used to either the Vendor, its clients, customers, any third party and/or users of this Website. Our role at The Story Boxx is to only act as a platform/medium for vendors to reach out to larger audiences in general.
Nothing herein in these Terms of Use shall be taken to constitute a franchise, joint venture or partnership, or create any relationship of employer and employee, master and servant, or principal and agent between the Company and you.
The Company and/or the Website is not responsible for any non-performance or breach of any contract, agreement, understanding etc. written or oral between you and your clients, customers, any third party and/or users of this Website. The Company and/or the Website does in no manner guarantee any transaction between you and your clients, customers, any third party and/or the users of this Website and shall in no manner be responsible or liable for your loss of business including but not limited to loss of revenue etc. The Company shall not mediate or resolve disputes or disagreements between you and your clients, customers, any third party and/or the users of this Website, either inter-se or otherwise.
The Company and/or the Website is not responsible and liable for any representation or warranty regarding item-specifics including but not limited to legal title, creditworthiness, identity, etc. of any of your clients, customers, any third party and/or the users of this Website. You are advised to independently verify the bona fides of any particular client, customer, third party and/or user of this Website you choose to deal with on the Website.
The Website is only a platform that can be utilized by you to reach a larger customer base to showcase your Products. The Website only endeavours to provide a platform for communication between you and your potential client, customer, third party and/or user of this Website.
- Use of the Platform
You agree, undertake and confirm that your use of the Website shall be strictly governed by the following binding principles:
(a) You shall not be allowed to host, display, upload, modify, publish, transmit, update or share any information, content or image, intellectual property rights etc. which:
(i) belongs to another person/ Manufacturer/ third party/ Vendor/ user of the Website and over which you have no right;
(ii) is false, inaccurate or misleading in any way;
(c) You would be required to HOLD at your place of Operations / Storage a minimum of 12 samples of every Product that you intend to display on the Website. The exact cutting size and finish for the sample would be as specified / discussed and communicated by you in writing to us and should be no larger than 6”x6” and no smaller than 2”x2”. The Products would be of presentable standard.
(d) You are requested to intimate us if any of the selected sample stock of any Product falls below the threshold of 4 items, we will take it off the Portal / show it as OUT OF STOCK.
(f) You shall at all times adhere to the standard best industry practice and in shall no manner harm the name and reputation of the Company and the Website.
(g) You shall at all times adhere to the applicable law and shall not contravene any law and/or order of any Court or Competent Authority.
(h) You shall not attempt to gain unauthorized access to any portion or feature of the Website, other systems, networks connected to the Website, Platform, server, computer, network, or the services offered on or through the Website by hacking, password ‘mining’, or any other illegitimate means.
(i) You shall ensure that all Sample requests are adhered to and reach the concerned TSB Customer withing 5 days through direct shipping to that customer; if the customer complains to TSB that he has not received the requested sample or not received the same within 5 days, we shall be forced to take strong note of this; three such lapses will mean we shall have to cancel your subscription to this service immediately on third reported complaint. No refunds or claims of any payments made by vendor partners would be entertained in this case.
(j) From time to time, you shall be responsible for providing information relating to the Products or services proposed by you, as required by the Company within 48 hours of such request. In this connection, you undertake that all such information shall be accurate in all respects and nothing shall be concealed therefrom.
(k) You warrant and confirm that any lapse / violation / negligence on your part or your contractors / agents / employees resulting in any kind of hazard, loss of life/ property etc. to any client, customer, third party and/or user of this Website and all financial and legal consequences arising there from shall be your sole responsibility and you shall not impose any legal and financial liability on the Company and/or the Website.
(l) If any of these Terms of Use is deemed invalid, void, or for any reason unenforceable, that term of use will be deemed severable and will not affect the validity and enforceability of any of the remaining Terms of Use.
(m) The Company will not be held responsible for any delay or failure to comply with our obligations under these Terms of Use if the delay or the failure is arising from any cause which is beyond the Company’s reasonable control.
(n) If you breach these Terms of Use and the Company does not take any action, the Company shall still be entitled to use its rights and remedies available in law.
- Customer Data and Intellectual Property
- All right, title, and / or interest in data being generated and / captured on the Website shall remain the exclusive property of the Company at all times. The Vendors shall have no right, title, and / or interest in the intellectual property rights or data that is hosted, stored, or transferred to and from the Website or the cloud services platform provided by the Company, or to any customer’s confidential information. The Vendor will cooperate with the Company to protect the intellectual property rights and data of the Company.
- The Company shall share data with the Vendors in the form of quarterly reports as based on the subscription package subscribed by the Vendors. The form, manner /or format of the quarterly report shall be prepared by the Company and such form, manner and / or format shall be final as decided by the Company and the Vendors shall have no say in preparation of the same. The data as shared in the quarterly report shall be solely for the consumption of the Vendors and such data shared by way of quarterly reports shall be owned exclusively by the Company at all times.
- Changes in Charges
Registration on the Platform is on chargeable basis.
The possibility of having quarterly, half yearly or yearly registration shall be as per the stated rates on the portal / offer shared by our business development team.
The Company reserves the right to change its fee policy from time to time. In particular, the Company may, at its sole discretion, introduce new services and modify some or all of the existing services offered on the Website and make any changes to its policies and these Terms of Use at any time. You shall be subject to the Terms of Use and policies in force at the time of your registration, however, upon any change in the policy including but not limited to the fee policy of the Company and/or the Website, the same shall be posted on the Website and such changes shall automatically become effective immediately after they are posted on the Website.
Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to “Tesbox Tech Pvt Ltd” in the manner specified on the portal through online payment methods/direct bank transfer. You shall be solely responsible for compliance with all applicable laws with respect to the payments made by you to “Tesbox Tech Pvt Ltd” along with all costs, charges and taxes.
Fees once paid is NOT refundable.
- Indemnity
You shall indemnify and hold harmless the Website, the Company, its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees from any claim, demand, or actions, loss, damage, injury including reasonable attorneys' fees made by any of your clients, customers, third parties and/or users of this Website or penalty imposed due to your acts of commission and omission, negligence or arising out of your breach of these Terms of Use, privacy policy and other policies or your violation of any law, rules, regulations or the rights (including but not limited to infringement of intellectual property rights) of a third party.
You shall indemnify and keep indemnified the Company for any loss, injury, damage to your clients, customers, third parties and any user of the Website with respect to the Products and in relation to these Terms of Use and the Company shall not be liable in any manner whatsoever.
You shall not have, nor represent that you have, any power, right, or authority to bind the Company, its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, or to assume or create any obligation or responsibility, express or implied, on them on your behalf.
You acknowledge that any commitment made by you to your clients, customers, third parties and/or users of the Website with respect to price, quantities, delivery, specifications, warranties, modifications, suitability etc. will be your sole responsibility, and you shall indemnify the Company and/or the Website from liability for any such commitment by you.
You shall indemnify and holds harmless the Company and/or the Website against any or all loss, damages, costs, claims or expenses that may occur to the Company and/or the Website on account of any complaints by your clients, customers, third parties and/or user of this Website arising out of the use, distribution, sale etc. of your Products.
- Limitation of Liability
The Storyboxx is a service for convenience for the Design Fraternity and has been set up with the best intentions in mind to connect designers / architects with good quality materials and their vendors. Notwithstanding anything to the contrary provided for by the Applicable Laws or contained or implied in these Terms of Use, the Company and the Website shall in no event whether under and/or in connection with these Terms of Use, or the performance or non-performance thereof or as a result of breach of these Terms of Use be responsible or held liable towards you, your clients, customers, third parties and/or any user of this Website for any indirect and/or consequential, incidental, prospective, remote, special or speculative damages.
- Non-Compete
- The Vendor(s) hereby covenants and agrees that, for a period commencing on the execution of this Agreement and / or starting of subscription and ending two (2) years following the expiration or earlier termination of this Agreement, the Vendor(s) shall not, and shall cause all of its Subsidiaries and Affiliates not to, either:
(1) Compete, directly or indirectly, with the Website by engaging in any activity of developing or operating or managing a website or app or any platform in digital space by any name called which is similarly situated to the Website of the Company; or
(2) specifically solicit any employees of the Company for employment for any purpose whatsoever.
For purposes of this provision, “Compete” means (i) to, directly or indirectly, conduct, facilitate, participate or engage in, or bid for or otherwise pursue a business, whether as a principal, sole proprietor, partner, stockholder, or agent of, or consultant to or manager for, any Person, or (ii) to, directly or indirectly, have any ownership interest in any Person or business which conducts, facilitates, participates or engages in, or bids for or otherwise pursues a business, whether as a principal, sole proprietor, partner, stockholder, or agent of, or consultant to or manager for, any such Person, in each case except as a passive investor with a non-controlling interest in such Person.
- Notwithstanding the foregoing, this above clause 12 (a) shall not apply to or in any way prohibit or restrict any existing ownership interests or operations of the Vendor as on the date of execution of this Agreement. The parties recognize and acknowledge that a breach of this clause by Vendor(s) or any of its Subsidiaries or Affiliates will cause irreparable and material loss and damage to the Company and hereby consent to the granting by any court of competent jurisdiction of an injunction or other equitable relief, without the necessity of posting a bond, cash or otherwise, and without the necessity of actual monetary loss being proved or the Company’s establishing the inadequacy of any remedy at law, and order that the breach or threatened breach of such provisions may be effectively restrained. The provisions of clause 12 (a) shall expressly survive the expiration or earlier termination of this Agreement.
- Entire Agreement
The Terms and Conditions constitute the entire agreement and understanding between the parties with respect to use of the Website, and supersede and replace any and all prior written or verbal agreements. Headings are for reference only. A party's failure to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct nor trade practice shall act to modify any provision of the Terms and Conditions. If any particular provision of the Terms and Conditions is held to be invalid or unenforceable, such determination shall not affect any other provision of the Terms and Conditions which shall remain in full force and effect. In addition, if any provision contained in the Terms and Conditions shall for any reason be held to be excessively broad as to activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law. These Terms and Conditions cannot be assigned or transferred to third parties by any User without prior written permission from the Buyer.
- Applicable Law
These Terms of Use (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms of Use or its formation) shall be governed, interpreted, and construed in accordance with the laws of India. The Courts in New Delhi shall have exclusive jurisdiction over the matters relating to or arising from these Terms of Use.
Tesbox Tech Pvt Ltd.
Email: support@thestoryboxx.com
