General Terms and Conditions for Retailers
General Terms and Conditions for Retailers
Last Updated: 23 JAN 2025
Last Updated: 23 JAN 2025
Thank you for subscribing to RetailGPT. These Terms and conditions of Service (the "Terms") are
intended to make you aware of legal rights and responsibilities with respect to your access to and
use of the Retail GPT and any related mobile or software applications ("Retail GPT Platform")
including but not limited to delivery of products via the Platform whether existing now or in the
future that link to the Terms (collectively, the "Services").
Thank you for subscribing to RetailGPT. These Terms and conditions of Service (the "Terms") are
intended to make you aware of legal rights and responsibilities with respect to your access to and
use of the Retail GPT and any related mobile or software applications ("Retail GPT Platform")
including but not limited to delivery of products via the Platform whether existing now or in the
future that link to the Terms (collectively, the "Services").
PREAMBLE STANDARD DEFINITIONS AND PROVISIONS
These terms and conditions apply only to the Retailers.
1. General :
RetailGPT (hereinafter referred to as “RetailGPT”) is developed and operated by Pathfinder
Enterprise Solutions Pvt. Ltd (hereinafter referred to as “Company”).
ii. Before creating a RetailGPT Account or using any of our Services, you must read, agree to, and
accept all Terms, including RetailGPT Privacy Policy, and any applicable supplementary agreements
or policies that are referenced here.
iii. By Installing, downloading, accessing, and using RetailGPT, you agree to be unconditionally bound
by these terms & conditions [Hereinafter referred to as the Terms]. We recommend that you read
these Terms prior to using RetailGPT and thereafter regularly review any changes and you are
responsible for doing so. If you do not accept these Terms, you must immediately stop using
RetailGPT and access to RetailGPT may be denied. Be sure to review them periodically to stay
informed of any updates.
iv. The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions
of this policy at any time.
v. The terms are effective from the date of acceptance or access, whichever is earlier.
PREAMBLE STANDARD DEFINITIONS AND PROVISIONS
These terms and conditions apply only to the Retailers.
1. General :
RetailGPT (hereinafter referred to as “RetailGPT”) is developed and operated by Pathfinder
Enterprise Solutions Pvt. Ltd (hereinafter referred to as “Company”).
ii. Before creating a RetailGPT Account or using any of our Services, you must read, agree to, and
accept all Terms, including RetailGPT Privacy Policy, and any applicable supplementary agreements
or policies that are referenced here.
iii. By Installing, downloading, accessing, and using RetailGPT, you agree to be unconditionally bound
by these terms & conditions [Hereinafter referred to as the Terms]. We recommend that you read
these Terms prior to using RetailGPT and thereafter regularly review any changes and you are
responsible for doing so. If you do not accept these Terms, you must immediately stop using
RetailGPT and access to RetailGPT may be denied. Be sure to review them periodically to stay
informed of any updates.
iv. The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions
of this policy at any time.
v. The terms are effective from the date of acceptance or access, whichever is earlier.
2. Definitions: In these Terms, references to:
i. “Content" shall mean and include reviews, images, photos, audio, video, location data, nearby places,
and all other forms of information or data.
ii. “Delivery Agency” are independent third parties, who are onboarded to the RetailGPT ecosystem
platforms, exclusively developed by the Company, to assist the Retailers in the Delivery of services.
iii. “Modules” refers to external applications, plugins, or software integrated into the RetailGPT platform to provide additional functionalities or services to Retailers. These modules operate within the RetailGPT Ecosystem and are governed by specific terms outlined during integration.
iv. “Payment Gateway Partners” refers to independent third party service providers, on boarded onto the
RetailGPT ecosystem platform for the purpose of facilitation of online payments between the Retailers
and Shoppers herein.
v. “Retailers“ refers to commercial business establishments, including companies that sell goods directly to the public through physical stores, online platforms, or other direct channels. These entities operate in the B2C (Business-to-Consumer) D2C (Direct-to-Consumer) and B2B (Business to Business)
segments. These Retailers are registered with the RetailGPT for availing the Services described in
Service section and also includes users authorized by Retailers.
vi. “RetailGPT” refers to the core platform developed by Pathfinder to facilitate retail operations, offering
tools for order management, payment processing, and delivery coordination. Platform and services as
defined in Service section.
vii. “RetailGPT Ecosystem” refers to the RetailGPT platform and any external applications, modules, or
services integrated into the platform. This includes third-party tools, Delivery Management Platforms,
integrated into the platform and also includes Ecosystem Partners enrolled on RetailGPT platform such
as Delivery Service Partners and Payment Gateway Partners, all collectively functioning to enhance
retailer operations.
viii. “Services” refers to the services offered by RetailGPT as set out in Service section. The reference to
“Service” shall also include references to any features, facilities or tools added to the Services in the
future and such additions will also be subject to these Terms.
ix. “Shoppers” refers to the end users who utilize the RetailGPT platform to access and avail themselves of the services provided by Retailers as specified in these Terms.
x. “we”, “us”, “our”, and “RetailGPT”, Refer to the RetailGPT platform and the applicable contracting
Pathfinder entity.
xi. “You” refers to the registered Retailers defined above and their respective authorized representatives/
personnel. You also refer to any other person who has access to the account of the Retailer and uses
such account for availing the services herein.
2. Definitions: In these Terms, references to:
i. “Content" shall mean and include reviews, images, photos, audio, video, location data, nearby places,
and all other forms of information or data.
ii. “Delivery Agency” are independent third parties, who are onboarded to the RetailGPT ecosystem
platforms, exclusively developed by the Company, to assist the Retailers in the Delivery of services.
iii. “Modules” refers to external applications, plugins, or software integrated into the RetailGPT platform to provide additional functionalities or services to Retailers. These modules operate within the RetailGPT Ecosystem and are governed by specific terms outlined during integration.
iv. “Payment Gateway Partners” refers to independent third party service providers, on boarded onto the
RetailGPT ecosystem platform for the purpose of facilitation of online payments between the Retailers
and Shoppers herein.
v. “Retailers“ refers to commercial business establishments, including companies that sell goods directly to the public through physical stores, online platforms, or other direct channels. These entities operate in the B2C (Business-to-Consumer) D2C (Direct-to-Consumer) and B2B (Business to Business)
segments. These Retailers are registered with the RetailGPT for availing the Services described in
Service section and also includes users authorized by Retailers.
vi. “RetailGPT” refers to the core platform developed by Pathfinder to facilitate retail operations, offering
tools for order management, payment processing, and delivery coordination. Platform and services as
defined in Service section.
vii. “RetailGPT Ecosystem” refers to the RetailGPT platform and any external applications, modules, or
services integrated into the platform. This includes third-party tools, Delivery Management Platforms,
integrated into the platform and also includes Ecosystem Partners enrolled on RetailGPT platform such
as Delivery Service Partners and Payment Gateway Partners, all collectively functioning to enhance
retailer operations.
viii. “Services” refers to the services offered by RetailGPT as set out in Service section. The reference to
“Service” shall also include references to any features, facilities or tools added to the Services in the
future and such additions will also be subject to these Terms.
ix. “Shoppers” refers to the end users who utilize the RetailGPT platform to access and avail themselves of the services provided by Retailers as specified in these Terms.
x. “we”, “us”, “our”, and “RetailGPT”, Refer to the RetailGPT platform and the applicable contracting
Pathfinder entity.
xi. “You” refers to the registered Retailers defined above and their respective authorized representatives/
personnel. You also refer to any other person who has access to the account of the Retailer and uses
such account for availing the services herein.
3. Standard Provisions:
i. Severability: In the event that any provision of the General Terms for Retailer is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either you or us from any relevant competent authority, We shall amend that provision in such reasonable manner so as to achieve the original intention of the parties without illegality or, at our discretion, such provision may be severed from these terms and the remaining provisions of this Agreement shall remain in full force and effect.
ii. Assignment: The Retailers are not entitled to assign any of its rights or obligations under the terms and conditions to any third party without our prior written consent.
iii. Entire Agreement: The General terms and conditions for Retailer, together with any documents
expressly referred in any of the provisions of the General terms and conditions, constitutes the entire
agreement between the parties with respect to the subject matter hereof, and supersedes and replaces
all prior and contemporaneous oral or written communications between the Retailers and RetailGPT, if
any, relating in any way to the subject matter hereof.
3. STANDARD PROVISIONS:
i. Severability: In the event that any provision of the General Terms for Retailer is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either you or us from any relevant competent authority, We shall amend that provision in such reasonable manner so as to achieve the original intention of the parties without illegality or, at our discretion, such provision may be severed from these terms and the remaining provisions of this Agreement shall remain in full force and effect.
ii. Assignment: The Retailers are not entitled to assign any of its rights or obligations under the terms and conditions to any third party without our prior written consent.
iii. Entire Agreement: The General terms and conditions for Retailer, together with any documents
expressly referred in any of the provisions of the General terms and conditions, constitutes the entire
agreement between the parties with respect to the subject matter hereof, and supersedes and replaces
all prior and contemporaneous oral or written communications between the Retailers and RetailGPT, if
any, relating in any way to the subject matter hereof.
ACCOUNT REGESTRATION
1. Account creation and registration by retaillers:
i. The Retailers can access RetailGPT, once they get onboarded. The account created and registered
by the Retailer shall hereinafter be referred to as “Retail Store Account”. Using the Retail Store
Account, retailers can register their retail store unit on RetailGPT. A Unique identification code will
be assigned to each such retail store that gets registered on the RetailGPT platform and such code
shall hereinafter be referred to as “Retail Store Code”.
ii. Subscription: As part of the onboarding process, Retailers will be required to pay a subscription fee
within 5 working days from the date of invoice, the amount of which shall be specified by the
Company at the time of onboarding. The Company reserves the right to modify the subscription
fee at its sole discretion, with prior notice to the Retailer.
iii. Rejection of Registration:
1. RetailGPT reserves the right to accept or reject any request for registration of user accounts, at its sole
discretion.
2. RetailGPT may, at its discretion, accept or reject the registration request for any reason, including but
not limited to non-compliance with RetailGPT's terms and conditions, failure to meet required eligibility
criteria, or provision of incomplete or inaccurate information.
3. In the event of rejection, RetailGPT shall notify the applicant user of such rejection, without obligation
to provide reasons, and no account shall be created.
4. By creating an account, it is deemed that the User has agreed to RetailGPT's Terms.
2.Account Security and use:
2.1.All users of the RetailGPT platform are responsible for securing their account credentials. Users agree to
i. Maintain the confidentiality of their account information and restrict access to authorized personnel
only
ii. Notify RetailGPT immediately of any unauthorized use or suspected breach of account security.
iii. Accept full responsibility for all activities conducted using their account credentials.
2.2.Account Termination:
i. RetailGPT reserves the right to suspend or terminate any account that violates these Terms (including
due to non-payment of subscription fee, within the timelines specified herein) or engages in
unauthorized or unlawful use of RetailGPT. For the purpose of this clause, any reference to these Terms
shall also include references to terms of the Policies referenced herein.
ii. Retailers must provide thirty (30) days prior notice for voluntary termination of their accounts, during
which they must complete any outstanding obligations, such as fulfilling orders and settling payments.
iii. Access to their own data will be available after the termination, upon request raised by the Retailer
provided such data is requested for any reconciliation/audit purposes.
ACCOUNT REGISTRATION
1. ACCOUNT CREATION AND REGISTRATION BY RETAILERS:
i. The Retailers can access RetailGPT, once they get onboarded. The account created and registered
by the Retailer shall hereinafter be referred to as “Retail Store Account”. Using the Retail Store
Account, retailers can register their retail store unit on RetailGPT. A Unique identification code will
be assigned to each such retail store that gets registered on the RetailGPT platform and such code
shall hereinafter be referred to as “Retail Store Code”.
ii. Subscription: As part of the onboarding process, Retailers will be required to pay a subscription fee
within 5 working days from the date of invoice, the amount of which shall be specified by the
Company at the time of onboarding. The Company reserves the right to modify the subscription
fee at its sole discretion, with prior notice to the Retailer.
iii. Rejection of Registration:
1. RetailGPT reserves the right to accept or reject any request for registration of user accounts, at its sole
discretion.
2. RetailGPT may, at its discretion, accept or reject the registration request for any reason, including but
not limited to non-compliance with RetailGPT's terms and conditions, failure to meet required eligibility
criteria, or provision of incomplete or inaccurate information.
3. In the event of rejection, RetailGPT shall notify the applicant user of such rejection, without obligation
to provide reasons, and no account shall be created.
4. By creating an account, it is deemed that the User has agreed to RetailGPT's Terms.
2. ACCOUNT SECURITY AND USE:
2.1.All users of the RetailGPT platform are responsible for securing their account credentials. Users agree
to
i. Maintain the confidentiality of their account information and restrict access to authorized personnel
only
ii. Notify RetailGPT immediately of any unauthorized use or suspected breach of account security.
iii. Accept full responsibility for all activities conducted using their account credentials.
2.2.Account Termination:
i. RetailGPT reserves the right to suspend or terminate any account that violates these Terms (including
due to non-payment of subscription fee, within the timelines specified herein) or engages in
unauthorized or unlawful use of RetailGPT. For the purpose of this clause, any reference to these Terms
shall also include references to terms of the Policies referenced herein.
ii. Retailers must provide thirty (30) days prior notice for voluntary termination of their accounts, during
which they must complete any outstanding obligations, such as fulfilling orders and settling payments.
iii. Access to their own data will be available after the termination, upon request raised by the Retailer
provided such data is requested for any reconciliation/audit purposes.
SERVICES:
1. Services Offered:
1. Retail GPT is a platform that empowers retailers and enhances the Shoppers experience by
leveraging cutting-edge technology, offering an ecosystem with best-of-breed ecosystem partners
to streamline retail operations and Shopper engagement focusing on phygital commerce and last
mile delivery solutions, making onboarding simple and transparent for Shoppers.
2. The services offered by RetailGPT to retailers are classified as follows:
i. Platform services: RetailGPT offers a comprehensive suite of services designed to enhance
retailer(s) operations and Shopper experiences. These services are supported by the
RetailGPT EcoSystem Platforms, which include external applications, plugins, or software
referred to as Modules. These Modules are integrated into the platform to provide additional
functionalities such as last-mile delivery, payment processing, and advanced analytics,
enabling seamless operations for Retailers.
ii. Phygital Commerce: Integrates physical and digital shopping experiences, enabling seamless
Shopper interactions and transactions .
iii. Shopper Discovery: Utilizes AI-driven insights to identify and understand Shopper
demographics and behavior patterns, allowing for effective tailoring of marketing strategies
by Retailers.
iv. Phygital Engagement: Merges physical and digital elements to create cohesive, interactive
experiences that boost Shopper loyalty and satisfaction and make the order placement
process seamless & user friendly.
v. Pickup and Delivery Assistance services: RetailGPT enhances pickup and delivery services by
integrating delivery operations and improving Shoppers satisfaction, by connecting the
Retailer with their choice of Delivery Agents.
vi. Last-Mile Delivery Optimization: Collaborating with ecosystem partners, whom Retailers
can use for ensuring efficient and timely deliveries, enhancing the overall Shopper experience.
vii. Simplified Sign-Up and Onboarding: RetailGPT offers a user-friendly onboarding process for
retailers, facilitating quick connection between the Retailer and the Delivery agencies
operating in the location of the retailer, to ensure efficient and seamless delivery of products
to purchasing Shoppers.
3. Onboarding
Payment Gateway Services: Retailers can, during their onboarding onto RetailGPT, choose
comprehensive payment gateway service partner(s) from the list of Payment Gateway
partners, enrolled on RetailGPT. The elected Payment Gateway partner will facilitate secure
and efficient payment transactions between retailers and Shoppers. The Payment Gateway
Partner assures the following:
ii. Secure Payment Processing: Ensures the safe handling of transactions by encrypting
sensitive data, thereby protecting both retailers and Shoppers from potential fraud.
iii. Multiple Payment Methods: Supports a variety of payment options, including credit and debit
cards, and bank transfers, as mentioned in the Subscription Order Form, catering to diverse
Shopper preferences.
iv. Seamless Integration: One touch in app integration for the payment authorizations including
Returns/Refunds.
v. Real-Time Transaction Monitoring: Offers instant reporting tools (Merchant Dashboard)
that allow retailers to oversee all payments in real time, facilitating efficient financial
management and reconciliation.
4. Compliance and Security: Adheres to industry standards such as PCI DSS, ensuring compliance and maintaining high levels of security in all transactions.
In the provision of such services, RetailGPT solely acts as an intermediary, offering its platform to
facilitate the seamless conduct of transactions between its users. RetailGPT does not assume any
direct role in the transactions between the users
2. Service Availability:
Limited Jurisdiction: RetailGPT makes no representation or guarantee regarding the availability or
suitability of its platform and services for use outside [Insert]. By accessing RetailGPT from any location outside [Insert], you assume full responsibility for any consequences and for ensuring compliance with all applicable laws, regulations, bylaws, licenses, registrations, permits, authorizations, rules, and guidelines of such locations. RetailGPT shall not be liable for any issues arising from the use of its services beyond Indian territory.
3. Role and responsibility of RetailGPT in providing the services:
For the avoidance of doubt, it is expressly clarified that RetailGPT shall, in respect of the transactions
between the Retailer and its Shoppers, act solely as a facilitator by:
Providing a platform that enables Retailers to manage their operations efficiently, including the
placement, acceptance, and execution of orders received from Shoppers in a seamless and user
friendly manner.
ii. Assisting Retailers in order fulfillment by providing tools to connect with Delivery Agencies and
Payment Gateway Partners integrated into the RetailGPT platform.
iii. Assisting in grievance redressal and resolution by enabling a ticket-based system. Complaints
received through RetailGPT’s Grievance cell or the Nodal/Redressal Officer will be assigned to the
respective Retailer via tickets for resolution. Retailers must acknowledge and respond to such
tickets within 24 hours and resolve them promptly in accordance with their grievance-handling
policies.
iv. Limiting RetailGPT’s role and responsibilities strictly to the explicitly stated and agreed-upon
services as described in these Terms.
v. Grievance Redressal By Retail GPT:
1. RetailGPT shall provide a dedicated support team, including an assigned Account Manager, to
assist Retailers with any queries or concerns related to the services provided under this
Agreement.
2. The support team will be available to address queries from Monday to Saturday, 10:00 AM
to 7:00 PM (excluding Sundays and public holidays).
Use of services by retailer:
1. Retailers may, within their Retail Store Account, create a product catalogue containing all relevant
information regarding the products offered at their retail stores, including but not limited to information
on categories of product available, their description, quantity, quality, price, discounts provided, delivery
options, and payment preferences, etc.
2. The Retailer is responsible to ensure that all information provided in the product catalogue is accurate, complete, and up-to-date."
3. Retailers may, within their Retail Store Account, create a product catalogue containing all relevant
information regarding the products offered at their retail stores, including but not limited to information
on categories of product available, their description, quantity, quality, price, discounts provided, delivery
options, and payment preferences, etc.
4. Upon confirmation of an order by a Shopper, Retailer can view the order details. All orders will be
automatically confirmed by the retailer as per store availability and operating hours. The Retailer must
ensure that a tax invoice is attached to the goods at the time of delivery pickup. The Retailer shall fulfill
the order in accordance with the delivery terms specified.
Services:
1. SERVICES OFFERED:
1. Retail GPT is a platform that empowers retailers and enhances the Shoppers experience by leveraging cutting-edge technology, offering an ecosystem with best-of-breed ecosystem partners
to streamline retail operations and Shopper engagement focusing on phygital commerce and last mile delivery solutions, making onboarding simple and transparent for Shoppers.
2. The services offered by RetailGPT to retailers are classified as follows:
i. Platform services: RetailGPT offers a comprehensive suite of services designed to enhance retailer(s) operations and Shopper experiences. These services are supported by the RetailGPT Ecosystem Platforms, which include external applications, plugins, or software referred to as Modules. These Modules are integrated into the platform to provide additional functionalities such as last-mile delivery, payment processing, and advanced analytics, enabling seamless operations for Retailers.
ii. Phygital Commerce: Integrates physical and digital shopping experiences, enabling seamless Shopper interactions and transactions .
iii. Shopper Discovery: Utilizes AI-driven insights to identify and understand Shopper demographics and behavior patterns, allowing for effective tailoring of marketing strategies by Retailers.
iv. Phygital Engagement: Merges physical and digital elements to create cohesive, interactive experiences that boost Shopper loyalty and satisfaction and make the order placement process seamless & user friendly.
v. Pickup and Delivery Assistance services: RetailGPT enhances pickup and delivery services by integrating delivery operations and improving Shoppers satisfaction, by connecting the Retailer with their choice of Delivery Agents.
vi. Last-Mile Delivery Optimization: Collaborating with ecosystem partners, whom Retailers can use for ensuring efficient and timely deliveries, enhancing the overall Shopper experience.
vii. Simplified Sign-Up and Onboarding: RetailGPT offers a user-friendly onboarding process for retailers, facilitating quick connection between the Retailer and the Delivery agencies
operating in the location of the retailer, to ensure efficient and seamless delivery of products to purchasing Shoppers.
3.Onboarding
i.Payment Gateway Services: Retailers can, during their onboarding onto RetailGPT, choose comprehensive payment gateway service partner(s) from the list of Payment Gateway partners, enrolled on RetailGPT. The elected Payment Gateway partner will facilitate secure and efficient payment transactions between retailers and Shoppers. The Payment Gateway Partner assures the following:
ii. Secure Payment Processing: Ensures the safe handling of transactions by encrypting sensitive data, thereby protecting both retailers and Shoppers from potential fraud.
iii. Multiple Payment Methods: Supports a variety of payment options, including credit and debit cards, and bank transfers, as mentioned in the Subscription Order Form, catering to diverse
Shopper preferences.
iv. Seamless Integration: One touch in app integration for the payment authorisations including
Returns/Refunds.
v. Real-Time Transaction Monitoring: Offers instant reporting tools (Merchant Dashboard) that allow retailers to oversee all payments in real time, facilitating efficient financial management and reconciliation.
Compliance and Security: Adheres to industry standards such as PCI DSS, ensuring compliance and maintaining high levels of security in all transactions.
In the provision of such services, RetailGPT solely acts as an intermediary, offering its platform to facilitate the seamless conduct of transactions between its users. RetailGPT does not assume any direct role in the transactions between the users.
2. SERVICE AVAILABILITY:
1.Limited Jurisdiction: RetailGPT makes no representation or guarantee regarding the availability or suitability of its platform and services for use outside [Insert]. By accessing RetailGPT from any location outside [Insert], you assume full responsibility for any consequences and for ensuring compliance with all applicable laws, regulations, bylaws, licenses, registrations, permits, authorizations, rules, and guidelines of such locations. RetailGPT shall not be liable for any issues arising from the use of its services beyond Indian territory.
ROLE AND RESPONSIBILITY OF RETAILGPT IN PROVIDING THE SERVICES:
For the avoidance of doubt, it is expressly clarified that RetailGPT shall, in respect of the transactions between the Retailer and its Shoppers, act solely as a facilitator by:
Providing a platform that enables Retailers to manage their operations efficiently, including the placement, acceptance, and execution of orders received from Shoppers in a seamless and user friendly manner.
ii. Assisting Retailers in order fulfillment by providing tools to connect with Delivery Agencies and Payment Gateway Partners integrated into the RetailGPT platform.
iii. Assisting in grievance redressal and resolution by enabling a ticket-based system. Complaints received through RetailGPT’s Grievance cell or the Nodal/Redressal Officer will be assigned to the
respective Retailer via tickets for resolution. Retailers must acknowledge and respond to such tickets within 24 hours and resolve them promptly in accordance with their grievance-handling
policies.
iv. Limiting RetailGPT’s role and responsibilities strictly to the explicitly stated and agreed-upon services as described in these Terms.
v. Grievance Redressal By Retail GPT:
1. RetailGPT shall provide a dedicated support team, including an assigned Account Manager, to assist Retailers with any queries or concerns related to the services provided under this Agreement.
2. The support team will be available to address queries from Monday to Saturday, 10:00 AM to 7:00 PM (excluding Sundays and public holidays).
4.USE OF SERVICES BY RETAILER:
1. Retailers may, within their Retail Store Account, create a product catalogue containing all relevant information regarding the products offered at their retail stores, including but not limited to information on categories of product available, their description, quantity, quality, price, discounts provided, delivery options, and payment preferences, etc.
2. The Retailer is responsible to ensure that all information provided in the product catalogue is accurate, complete, and up-to-date."
3. Retailers may, within their Retail Store Account, create a product catalogue containing all relevant information regarding the products offered at their retail stores, including but not limited to information on categories of product available, their description, quantity, quality, price, discounts provided, delivery options, and payment preferences, etc.
4. Upon confirmation of an order by a Shopper, Retailer can view the order details. All orders will be automatically confirmed by the retailer as per store availability and operating hours. The Retailer must ensure that a tax invoice is attached to the goods at the time of delivery pickup. The Retailer shall fulfill the order in accordance with the delivery terms specified.
SERVICES:
1. SERVICES OFFERED:
1. Retail GPT is a platform that empowers retailers and enhances the Shoppers experience by
leveraging cutting-edge technology, offering an ecosystem with best-of-breed ecosystem partners
to streamline retail operations and Shopper engagement focusing on phygital commerce and last
mile delivery solutions, making onboarding simple and transparent for Shoppers.
2. The services offered by RetailGPT to retailers are classified as follows:
i. Platform services: RetailGPT offers a comprehensive suite of services designed to enhance
retailer(s) operations and Shopper experiences. These services are supported by the
RetailGPT EcoSystem Platforms, which include external applications, plugins, or software
referred to as Modules. These Modules are integrated into the platform to provide additional
functionalities such as last-mile delivery, payment processing, and advanced analytics,
enabling seamless operations for Retailers.
ii. Phygital Commerce: Integrates physical and digital shopping experiences, enabling seamless
Shopper interactions and transactions .
iii. Shopper Discovery: Utilizes AI-driven insights to identify and understand Shopper
demographics and behavior patterns, allowing for effective tailoring of marketing strategies
by Retailers.
iv. Phygital Engagement: Merges physical and digital elements to create cohesive, interactive
experiences that boost Shopper loyalty and satisfaction and make the order placement
process seamless & user friendly.
v. Pickup and Delivery Assistance services: RetailGPT enhances pickup and delivery services by
integrating delivery operations and improving Shoppers satisfaction, by connecting the
Retailer with their choice of Delivery Agents.
vi. Last-Mile Delivery Optimization: Collaborating with ecosystem partners, whom Retailers
can use for ensuring efficient and timely deliveries, enhancing the overall Shopper experience.
vii. Simplified Sign-Up and Onboarding: RetailGPT offers a user-friendly onboarding process for
retailers, facilitating quick connection between the Retailer and the Delivery agencies
operating in the location of the retailer, to ensure efficient and seamless delivery of products
to purchasing Shoppers.
3.Onboarding
Payment Gateway Services: Retailers can, during their onboarding onto RetailGPT, choose
comprehensive payment gateway service partner(s) from the list of Payment Gateway
partners, enrolled on RetailGPT. The elected Payment Gateway partner will facilitate secure
and efficient payment transactions between retailers and Shoppers. The Payment Gateway
Partner assures the following:
ii. Secure Payment Processing: Ensures the safe handling of transactions by encrypting
sensitive data, thereby protecting both retailers and Shoppers from potential fraud.
iii. Multiple Payment Methods: Supports a variety of payment options, including credit and debit
cards, and bank transfers, as mentioned in the Subscription Order Form, catering to diverse
Shopper preferences.
iv. Seamless Integration: One touch in app integration for the payment authorisations including
Returns/Refunds.
v. Real-Time Transaction Monitoring: Offers instant reporting tools (Merchant Dashboard)
that allow retailers to oversee all payments in real time, facilitating efficient financial
management and reconciliation.
Compliance and Security: Adheres to industry standards such as PCI DSS, ensuring compliance
and maintaining high levels of security in all transactions.
In the provision of such services, RetailGPT solely acts as an intermediary, offering its platform to
facilitate the seamless conduct of transactions between its users. RetailGPT does not assume any
direct role in the transactions between the users.
2. SERVICE AVAILABILITY:
Limited Jurisdiction: RetailGPT makes no representation or guarantee regarding the availability or
suitability of its platform and services for use outside [Insert]. By accessing RetailGPT from any location
outside [Insert], you assume full responsibility for any consequences and for ensuring compliance with
all applicable laws, regulations, bylaws, licenses, registrations, permits, authorizations, rules, and
guidelines of such locations. RetailGPT shall not be liable for any issues arising from the use of its
services beyond Indian territory.
ROLE AND RESPONSIBILITY OF RETAILGPT IN PROVIDING THE SERVICES:
For the avoidance of doubt, it is expressly clarified that RetailGPT shall, in respect of the transactions
between the Retailer and its Shoppers, act solely as a facilitator by:
Providing a platform that enables Retailers to manage their operations efficiently, including the
placement, acceptance, and execution of orders received from Shoppers in a seamless and user
friendly manner.
ii. Assisting Retailers in order fulfillment by providing tools to connect with Delivery Agencies and
Payment Gateway Partners integrated into the RetailGPT platform.
iii. Assisting in grievance redressal and resolution by enabling a ticket-based system. Complaints
received through RetailGPT’s Grievance cell or the Nodal/Redressal Officer will be assigned to the
respective Retailer via tickets for resolution. Retailers must acknowledge and respond to such
tickets within 24 hours and resolve them promptly in accordance with their grievance-handling
policies.
iv. Limiting RetailGPT’s role and responsibilities strictly to the explicitly stated and agreed-upon
services as described in these Terms.
v. Grievance Redressal By Retail GPT:
1. RetailGPT shall provide a dedicated support team, including an assigned Account Manager, to
assist Retailers with any queries or concerns related to the services provided under this
Agreement.
2. The support team will be available to address queries from Monday to Saturday, 10:00 AM
to 7:00 PM (excluding Sundays and public holidays).
4.USE OF SERVICES BY RETAILER:
1. Retailers may, within their Retail Store Account, create a product catalogue containing all relevant
information regarding the products offered at their retail stores, including but not limited to information
on categories of product available, their description, quantity, quality, price, discounts provided, delivery
options, and payment preferences, etc.
2. The Retailer is responsible to ensure that all information provided in the product catalogue is accurate, complete, and up-to-date."
3. Retailers may, within their Retail Store Account, create a product catalogue containing all relevant
information regarding the products offered at their retail stores, including but not limited to information
on categories of product available, their description, quantity, quality, price, discounts provided, delivery
options, and payment preferences, etc.
4. Upon confirmation of an order by a Shopper, Retailer can view the order details. All orders will be
automatically confirmed by the retailer as per store availability and operating hours. The Retailer must
ensure that a tax invoice is attached to the goods at the time of delivery pickup. The Retailer shall fulfill
the order in accordance with the delivery terms specified.
PAYMENT AND DELIVERY:
1. Payments and Settlement :
i. All payments in respect of the products purchased, including any potential refunds or adjustments,
shall be directly made and received between the retailer and the Shopper, without any involvement
of RetailGPT, The Retailer shall pay the applicable delivery charges directly to the Delivery Service
Partner for the delivery services availed from such Delivery Service Partner.
ii. RetailGPT has established partnerships with third-party payment gateway partners, to assist and
facilitate seamless payment transactions on behalf of the Retailer. The Retailer can at the time of
onboarding, select a payment gateway partner from the list of payment gateway partners enrolled
on RetailGPT. For the avoidance of doubt, RetailGPT role in this process is limited to acting solely
as an intermediary, facilitating the retailer's connection with the selected payment gateway
partner.
iii. Retailers shall bear all the MDR/TDR fees and chargeback associated with such payments as
specified in the Order Form and the same shall be deducted directly from the payments made to
the Retailer.
iv. The chosen payment gateway partner will settle the Retailer in payments in accordance with the
terms and conditions set forth between the selected Payment Gateway Partner and Retailer.
v. RetailGPT does not assume any responsibility or liability for the payment processing, transaction
security, or any related services provided by the payment gateway partner, nor does it have any involvement in the actual collection or settlement of payments among the Shopper, Retailer,
Delivery Service Partner and the chosen Payment Gateway Partner.
vi. Any claims, issues, or disputes arising in connection with payments, including but not limited to
payment processing, transaction failures etc., shall be exclusively managed and resolved by the
Retailer with the Payment Gateway Service Provider.
vii. Liquidated Damages: If a Shopper provides incorrect information, is unresponsive, unreachable, or
otherwise unavailable for the fulfillment of the services offered by the Retailer, it shall constitute a
breach of the unconditional and irrevocable authorization provided at the time of placing the order.
In such cases, the Retailer shall be entitled to claim liquidated damages from the Shopper,
equivalent to the value of the order. RetailGPT bears no liability for such breaches or disputes.
2.Delivery:
For fulfillment of orders, Retailers can use the RetailGPT Ecosystem partners for all their deliveries.
RetailGPT Ecosystem Platform is available only to the Retailers subscribed and operating on RetailGPT.
ii. Upon the Retailer’s selection of a Delivery agency, the selected Delivery Agency shall establish an
independent separate contractual relationship between the Retailer and Delivery agency.
iii. Based on this contractual relationship, the Retailer shall directly coordinate with the selected Delivery
agency to complete the delivery of orders.
iv. RetailGPT is not a party to the contractual relationship between the Retailer and the Delivery agency
and shall bear no liability with respect to the services provided by the Delivery agency.
v. RetailGPT ’s role in offering Delivery support is strictly limited to providing connection between the
Retailer and the Delivery agency.
vi. For the terms and conditions under which the RetailGPT operates/integrates with the Delivery Service
partners , please refer to the Master Services Agreement executed between Delivery Service Partner
and RetailGPT.
PAYMENT AND DELIVERY:
1. Payments and Settlement :
i. All payments in respect of the products purchased, including any potential refunds or adjustments, shall be directly made and received between the retailer and the Shopper, without any involvement of RetailGPT, The Retailer shall pay the applicable delivery charges directly to the Delivery Service Partner for the delivery services availed from such Delivery Service Partner.
ii. RetailGPT has established partnerships with third-party payment gateway partners, to assist and facilitate seamless payment transactions on behalf of the Retailer. The Retailer can at the time of onboarding, select a payment gateway partner from the list of payment gateway partners enrolled on RetailGPT. For the avoidance of doubt, RetailGPT role in this process is limited to acting solely as an intermediary, facilitating the retailer's connection with the selected payment gateway partner.
iii. Retailers shall bear all the MDR/TDR fees and chargeback associated with such payments as specified in the Order Form and the same shall be deducted directly from the payments made to
the Retailer.
iv. The chosen payment gateway partner will settle the Retailer in payments in accordance with the terms and conditions set forth between the selected Payment Gateway Partner and Retailer.
v. RetailGPT does not assume any responsibility or liability for the payment processing, transaction security, or any related services provided by the payment gateway partner, nor does it have any involvement in the actual collection or settlement of payments among the Shopper, Retailer, Delivery Service Partner and the chosen Payment Gateway Partner.
vi. Any claims, issues, or disputes arising in connection with payments, including but not limited to payment processing, transaction failures etc., shall be exclusively managed and resolved by the Retailer with the Payment Gateway Service Provider.
vii. Liquidated Damages: If a Shopper provides incorrect information, is unresponsive, unreachable, or otherwise unavailable for the fulfillment of the services offered by the Retailer, it shall constitute a breach of the unconditional and irrevocable authorization provided at the time of placing the order. In such cases, the Retailer shall be entitled to claim liquidated damages from the Shopper, equivalent to the value of the order. RetailGPT bears no liability for such breaches or disputes.
2.Delivery:
i.For fulfillment of orders, Retailers can use the RetailGPT Ecosystem partners for all their deliveries. RetailGPT Ecosystem Platform is available only to the Retailers subscribed and operating on RetailGPT.
ii. Upon the Retailer’s selection of a Delivery agency, the selected Delivery Agency shall establish an independent separate contractual relationship between the Retailer and Delivery agency.
iii. Based on this contractual relationship, the Retailer shall directly coordinate with the selected Delivery agency to complete the delivery of orders.
iv. RetailGPT is not a party to the contractual relationship between the Retailer and the Delivery agency and shall bear no liability with respect to the services provided by the Delivery agency.
v. RetailGPT ’s role in offering Delivery support is strictly limited to providing connection between the Retailer and the Delivery agency.
vi. For the terms and conditions under which the RetailGPT operates/integrates with the Delivery Service partners , please refer to the Master Services Agreement executed between Delivery Service Partner and RetailGPT.
PAYMENT AND DELIVERY:
1. Payments and Settlement :
i. All payments in respect of the products purchased, including any potential refunds or adjustments,
shall be directly made and received between the retailer and the Shopper, without any involvement
of RetailGPT, The Retailer shall pay the applicable delivery charges directly to the Delivery Service
Partner for the delivery services availed from such Delivery Service Partner.
ii. RetailGPT has established partnerships with third-party payment gateway partners, to assist and
facilitate seamless payment transactions on behalf of the Retailer. The Retailer can at the time of
onboarding, select a payment gateway partner from the list of payment gateway partners enrolled
on RetailGPT. For the avoidance of doubt, RetailGPT role in this process is limited to acting solely
as an intermediary, facilitating the retailer's connection with the selected payment gateway
partner.
iii. Retailers shall bear all the MDR/TDR fees and chargeback associated with such payments as
specified in the Order Form and the same shall be deducted directly from the payments made to
the Retailer.
iv. The chosen payment gateway partner will settle the Retailer in payments in accordance with the
terms and conditions set forth between the selected Payment Gateway Partner and Retailer.
v. RetailGPT does not assume any responsibility or liability for the payment processing, transaction
security, or any related services provided by the payment gateway partner, nor does it have any involvement in the actual collection or settlement of payments among the Shopper, Retailer,
Delivery Service Partner and the chosen Payment Gateway Partner.
vi. Any claims, issues, or disputes arising in connection with payments, including but not limited to
payment processing, transaction failures etc., shall be exclusively managed and resolved by the
Retailer with the Payment Gateway Service Provider.
vii. Liquidated Damages: If a Shopper provides incorrect information, is unresponsive, unreachable, or
otherwise unavailable for the fulfillment of the services offered by the Retailer, it shall constitute a
breach of the unconditional and irrevocable authorization provided at the time of placing the order.
In such cases, the Retailer shall be entitled to claim liquidated damages from the Shopper,
equivalent to the value of the order. RetailGPT bears no liability for such breaches or disputes.
2.Delivery:
For fulfillment of orders, Retailers can use the RetailGPT Ecosystem partners for all their deliveries.
RetailGPT Ecosystem Platform is available only to the Retailers subscribed and operating on RetailGPT.
ii. Upon the Retailer’s selection of a Delivery agency, the selected Delivery Agency shall establish an
independent separate contractual relationship between the Retailer and Delivery agency.
iii. Based on this contractual relationship, the Retailer shall directly coordinate with the selected Delivery
agency to complete the delivery of orders.
iv. RetailGPT is not a party to the contractual relationship between the Retailer and the Delivery agency
and shall bear no liability with respect to the services provided by the Delivery agency.
v. RetailGPT ’s role in offering Delivery support is strictly limited to providing connection between the
Retailer and the Delivery agency.
vi. For the terms and conditions under which the RetailGPT operates/integrates with the Delivery Service
partners , please refer to the Master Services Agreement executed between Delivery Service Partner
and RetailGPT.
INTELLECTUAL PROPERTY RIGHTS
Intellectual property:
All intellectual property rights in the RetailGPT, including but not limited to software, code, design,
trademarks, logos, domain names, and proprietary content, are owned exclusively by the
Company.
RetailGPT grants its users a limited, non-exclusive, non-transferable, and revocable license to
access and use RetailGPT solely for availing the services, subject to these Terms.
In granting users, the right to use the RetailGPT, the Company neither expressly nor impliedly
grants, assigns, or transfers any Intellectual Property rights it holds in RetailGPT. All such rights
remain solely vested in the Company.
4. Retailer Content: Retailers retain ownership of the content they upload using their account.
License to Use Retailer Content: By uploading content to RetailGPT, retailers grant RetailGPT a
worldwide, royalty-free, and non-exclusive license to use, display, reproduce, and modify the
content for the purpose of promoting RetailGPT . This license is limited to the extent necessary
for RetailGPT to promote and provide its services and does not affect the ownership rights, in
respect of such content.
Use of RetailGPT Brand Assets: RetailGPT trademarks, logos, and brand assets shall not be used
by Retailers without the Company’s prior written consent, except as expressly permitted by
RetailGPT for the limited purpose of indicating their availability on the RetailGPT platform, or as
part of any mutual marketing or co-branding initiatives.
7. Intellectual Property Violations: 1. RetailGPT reserves the right to order for removal any content
that infringes third-party intellectual property rights or subject to a claim by a third party or
violates these Terms and Conditions. 2.Users must cooperate with RetailGPT in responding to any
intellectual property claims and shall indemnify RetailGPT against all liabilities arising from their
respective content that infringes on third-party rights.
INTELLECTUAL PROPERTY RIGHTS
INTELLECTUAL PROPERTY:
1.All intellectual property rights in the RetailGPT, including but not limited to software, code, design, trademarks, logos, domain names, and proprietary content, are owned exclusively by the Company.
2.RetailGPT grants its users a limited, non-exclusive, non-transferable, and revocable license to access and use RetailGPT solely for availing the services, subject to these Terms.
3.In granting users, the right to use the RetailGPT, the Company neither expressly nor impliedly grants, assigns, or transfers any Intellectual Property rights it holds in RetailGPT. All such rights
remain solely vested in the Company.
4. Retailer Content: Retailers retain ownership of the content they upload using their account.
5.License to Use Retailer Content: By uploading content to RetailGPT, retailers grant RetailGPT a worldwide, royalty-free, and non-exclusive license to use, display, reproduce, and modify the
content for the purpose of promoting RetailGPT . This license is limited to the extent necessary for RetailGPT to promote and provide its services and does not affect the ownership rights, in
respect of such content.
6. Use of RetailGPT Brand Assets: RetailGPT trademarks, logos, and brand assets shall not be used by Retailers without the Company’s prior written consent, except as expressly permitted by RetailGPT for the limited purpose of indicating their availability on the RetailGPT platform, or as part of any mutual marketing or co-branding initiatives.
7. Intellectual Property Violations: 1. RetailGPT reserves the right to order for removal any content that infringes third-party intellectual property rights or subject to a claim by a third party or violates these Terms and Conditions. 2.Users must cooperate with RetailGPT in responding to any intellectual property claims and shall indemnify RetailGPT against all liabilities arising from their respective content that infringes on third-party rights.
INTELLECTUAL PROPERTY RIGHTS
INTELLECTUAL PROPERTY:
1.All intellectual property rights in the RetailGPT, including but not limited to software, code, design,
trademarks, logos, domain names, and proprietary content, are owned exclusively by the
Company.
2.RetailGPT grants its users a limited, non-exclusive, non-transferable, and revocable license to
access and use RetailGPT solely for availing the services, subject to these Terms.
3.In granting users, the right to use the RetailGPT, the Company neither expressly nor impliedly
grants, assigns, or transfers any Intellectual Property rights it holds in RetailGPT. All such rights
remain solely vested in the Company.
4. Retailer Content: Retailers retain ownership of the content they upload using their account.
5.License to Use Retailer Content: By uploading content to RetailGPT, retailers grant RetailGPT a
worldwide, royalty-free, and non-exclusive license to use, display, reproduce, and modify the
content for the purpose of promoting RetailGPT . This license is limited to the extent necessary
for RetailGPT to promote and provide its services and does not affect the ownership rights, in
respect of such content.
6. Use of RetailGPT Brand Assets: RetailGPT trademarks, logos, and brand assets shall not be used
by Retailers without the Company’s prior written consent, except as expressly permitted by
RetailGPT for the limited purpose of indicating their availability on the RetailGPT platform, or as
part of any mutual marketing or co-branding initiatives.
7. Intellectual Property Violations: 1. RetailGPT reserves the right to order for removal any content
that infringes third-party intellectual property rights or subject to a claim by a third party or
violates these Terms and Conditions. 2.Users must cooperate with RetailGPT in responding to any
intellectual property claims and shall indemnify RetailGPT against all liabilities arising from their
respective content that infringes on third-party rights.
OBLIGATIONS REPRESENTATIONS AND WARRANTIES
1. Retailer obligations and compliance:
i. Product and Catalogue Management: Retailers shall be solely responsible for managing, maintaining, updating accurate product listings, descriptions, pricing, and inventory on the catalogues that are displayed/published in their respective retail store account.
ii. Retailers must adhere to RetailGPT prescribed formats and data standards.
iii. Order Fulfilment and Delivery Coordination: Retailers assume full responsibility for the fulfilment
of orders and the coordination of deliveries. RetailGPT disclaims all liability regarding order
fulfilment and delivery.
iv. Tax Compliance and Invoicing:
a. Retailers are responsible for compliance with applicable tax laws and the issuance of invoices
that detail any taxes charged.
b. RetailGPT disclaims any responsibility for tax liabilities arising from the Retailer’s activities on
RetailGPT.
c. The Retailer are responsible for the remittance of taxes to the relevant tax authorities. The
Retailer acknowledges and agrees to be solely responsible for any claims or disputes arising
in respect of taxes levied, including but not limited to the accuracy, validity, or correctness of
the tax amounts levied, and any claims related to the non-payment or non-remittance of such
taxes.
v. Management of Promotions and Discounts:
a. Retailers may manage their own promotions and specify the discounts offered on the
Catalogues published in their respective Retail Store account.
b. The Retailers are solely responsible for configuring such offers accurately to ensure correct
application at checkout.
vi. Shopper Support and Grievance Redressal:
a. Retailers shall be responsible for coordinating and resolving all Shopper complaints, including
but not limited to any complaints regarding purchased products or service (e.g., defects or
deficiencies), any payment-related disputes arising from transactions etc, which are assigned
to them via RetailGPT tickets.
b. For the purpose of this section, Retailers must ensure that the name, contact number, and
designation of the Grievance Officer are clearly displayed on their account page on the
RetailGPT platform.
c. Retailer shall ensure that the complaint is acknowledged by their Grievance Officer within
forty-eight (48) hours of receipt of the complaint and further ensure that the issue is resolved
within one (1) month.
vii. Account Security and Management: Retailers shall maintain the confidentiality and security of
their Retail account credentials and assume absolute responsibility for any activity conducted
through their account.
viii. Additional Obligations Pertaining to Usage of Platform by Retailer:
1. By using RetailGPT, you represent and warrant that:
a. All registration information provided is truthful, accurate, and lawful, and you agree to
keep it updated.
b. You are responsible for all activities and content on your account, including interactions
with others and compliance with applicable laws.
c. You will not use RetailGPT unlawfully, harm others, or engage in activities disruptive to
the platform or its users.
d. You will not upload or distribute harmful software, viruses, or other malicious
components.
e. You will not impersonate others or misuse account credentials.
2. Prohibited Content: Youagree not to host, upload, or share content that:
a. Belongs to others without authorization or infringes proprietary rights.
b. Is harmful, defamatory, obscene, or promotes unlawful or discriminatory activities.
c. Misleads or harasses others or encourages illegal actions.
d. Promotes pirated or counterfeit products, or unlawfully circumvents copyright
protections.
3. Prohibited Activities: You agree not to:
a. Violate laws, infringe intellectual property rights, or solicit personal information
unlawfully.
b. Engage in unauthorized access, hacking, or security breaches of RetailGPT or related
networks.
c. Exploit RetailGPT for unauthorized advertising, solicitation, or spamming.
d. Impair or disrupt the functionality of RetailGPT or its associated services.
4. Content Responsibility:
a. You are solely responsible for content posted via your account. It must not violate laws
or third-party rights.
b. RetailGPT reserves the right to remove or edit content deemed inappropriate or
unlawful.
5. Privacy and Disclosure: RetailGPT may disclose user information to law enforcement or
government agencies as required by law or to investigate illegal activities.
6. Account Use: You are responsible for activities conducted through your account.
7. Monitoring and Enforcement: RetailGPT may monitor user content but assumes no liability
for it. Violations may lead to immediate suspension or termination of access.
8. Security: Users must secure rights to their content and ensure compliance with these terms.
9. System Interference: You agree not to engage in activities like DoS/DDoS attacks, unauthorized system testing, or any actions that disrupt RetailGPT’s operations.
10. Final Provisions:
1. RetailGPT disclaims responsibility for user-generated content or its consequences.
2. RetailGPT reserves the right to amend or enforce these terms as necessary to maintain
platform integrity and protect users.
OBLIGATIONS REPRESENTATIONS AND WARRANTIES
1. RETAILER OBLIGATIONS AND COMPLIANCE:
i. Product and Catalogue Management: Retailers shall be solely responsible for managing, maintaining, updating accurate product listings, descriptions, pricing, and inventory on the catalogues that are displayed/published in their respective retail store account.
ii. Retailers must adhere to RetailGPT prescribed formats and data standards.
iii. Order Fulfilment and Delivery Coordination: Retailers assume full responsibility for the fulfilment of orders and the coordination of deliveries. RetailGPT disclaims all liability regarding order
fulfilment and delivery.
iv. Tax Compliance and Invoicing:
a. Retailers are responsible for compliance with applicable tax laws and the issuance of invoices that detail any taxes charged.
b. RetailGPT disclaims any responsibility for tax liabilities arising from the Retailer’s activities on RetailGPT.
c. The Retailer are responsible for the remittance of taxes to the relevant tax authorities. The Retailer acknowledges and agrees to be solely responsible for any claims or disputes arising in respect of taxes levied, including but not limited to the accuracy, validity, or correctness of the tax amounts levied, and any claims related to the non-payment or non-remittance of such taxes.
v. Management of Promotions and Discounts:
a. Retailers may manage their own promotions and specify the discounts offered on the Catalogues published in their respective Retail Store account.
b. The Retailers are solely responsible for configuring such offers accurately to ensure correct application at checkout.
vi. Shopper Support and Grievance Redressal:
a. Retailers shall be responsible for coordinating and resolving all Shopper complaints, including but not limited to any complaints regarding purchased products or service (e.g., defects or deficiencies), any payment-related disputes arising from transactions etc., which are assigned to them via RetailGPT tickets.
b. For the purpose of this section, Retailers must ensure that the name, contact number, and designation of the Grievance Officer are clearly displayed on their account page on the RetailGPT platform.
c. Retailer shall ensure that the complaint is acknowledged by their Grievance Officer within forty-eight (48) hours of receipt of the complaint and further ensure that the issue is resolved within one (1) month.
vii. Account Security and Management: Retailers shall maintain the confidentiality and security of their Retail account credentials and assume absolute responsibility for any activity conducted through their account.
viii. Additional Obligations Pertaining to Usage of Platform by Retailer:
1. By using RetailGPT, you represent and warrant that:
a. All registration information provided is truthful, accurate, and lawful, and you agree to keep it updated.
b. You are responsible for all activities and content on your account, including interactions with others and compliance with applicable laws.
c. You will not use RetailGPT unlawfully, harm others, or engage in activities disruptive to the platform or its users.
d. You will not upload or distribute harmful software, viruses, or other malicious components.
e. You will not impersonate others or misuse account credentials.
2. Prohibited Content: You agree not to host, upload, or share content that:
a. Belongs to others without authorization or infringes proprietary rights.
b. Is harmful, defamatory, obscene, or promotes unlawful or discriminatory activities.
c. Misleads or harasses others or encourages illegal actions.
d. Promotes pirated or counterfeit products, or unlawfully circumvents copyright protections.
3. Prohibited Activities: You agree not to:
a. Violate laws, infringe intellectual property rights, or solicit personal information unlawfully.
b. Engage in unauthorized access, hacking, or security breaches of RetailGPT or related networks.
c. Exploit RetailGPT for unauthorized advertising, solicitation, or spamming.
d. Impair or disrupt the functionality of RetailGPT or its associated services.
4. Content Responsibility:
a. You are solely responsible for content posted via your account. It must not violate laws or third-party rights.
b. RetailGPT reserves the right to remove or edit content deemed inappropriate or unlawful.
5. Privacy and Disclosure: RetailGPT may disclose user information to law enforcement or government agencies as required by law or to investigate illegal activities.
6. Account Use: You are responsible for activities conducted through your account.
7. Monitoring and Enforcement: RetailGPT may monitor user content but assumes no liability for it. Violations may lead to immediate suspension or termination of access.
8. Security: Users must secure rights to their content and ensure compliance with these terms.
9. System Interference: You agree not to engage in activities like DoS/DDoS attacks, unauthorized system testing, or any actions that disrupt RetailGPT’s operations.
10. Final Provisions:
1. RetailGPT disclaims responsibility for user-generated content or its consequences.
2. RetailGPT reserves the right to amend or enforce these terms as necessary to maintain platform integrity and protect users.
OBLIGATIONS REPRESENTATIONS AND WARRANTIES
1. Retailer obligations and compliance:
i. Product and Catalogue Management: Retailers shall be solely responsible for managing, maintaining, updating accurate product listings, descriptions, pricing, and inventory on the catalogues that are displayed/published in their respective retail store account.
ii. Retailers must adhere to RetailGPT prescribed formats and data standards.
iii. Order Fulfilment and Delivery Coordination: Retailers assume full responsibility for the fulfilment
of orders and the coordination of deliveries. RetailGPT disclaims all liability regarding order
fulfilment and delivery.
iv. Tax Compliance and Invoicing:
a. Retailers are responsible for compliance with applicable tax laws and the issuance of invoices
that detail any taxes charged.
b. RetailGPT disclaims any responsibility for tax liabilities arising from the Retailer’s activities on
RetailGPT.
c. The Retailer are responsible for the remittance of taxes to the relevant tax authorities. The
Retailer acknowledges and agrees to be solely responsible for any claims or disputes arising
in respect of taxes levied, including but not limited to the accuracy, validity, or correctness of
the tax amounts levied, and any claims related to the non-payment or non-remittance of such
taxes.
v. Management of Promotions and Discounts:
a. Retailers may manage their own promotions and specify the discounts offered on the
Catalogues published in their respective Retail Store account.
b. The Retailers are solely responsible for configuring such offers accurately to ensure correct
application at checkout.
vi. Shopper Support and Grievance Redressal:
a. Retailers shall be responsible for coordinating and resolving all Shopper complaints, including
but not limited to any complaints regarding purchased products or service (e.g., defects or
deficiencies), any payment-related disputes arising from transactions etc, which are assigned
to them via RetailGPT tickets.
b. For the purpose of this section, Retailers must ensure that the name, contact number, and
designation of the Grievance Officer are clearly displayed on their account page on the
RetailGPT platform.
c. Retailer shall ensure that the complaint is acknowledged by their Grievance Officer within
forty-eight (48) hours of receipt of the complaint and further ensure that the issue is resolved
within one (1) month.
vii. Account Security and Management: Retailers shall maintain the confidentiality and security of
their Retail account credentials and assume absolute responsibility for any activity conducted
through their account.
viii. Additional Obligations Pertaining to Usage of Platform by Retailer:
1. By using RetailGPT, you represent and warrant that:
a. All registration information provided is truthful, accurate, and lawful, and you agree to
keep it updated.
b. You are responsible for all activities and content on your account, including interactions
with others and compliance with applicable laws.
c. You will not use RetailGPT unlawfully, harm others, or engage in activities disruptive to
the platform or its users.
d. You will not upload or distribute harmful software, viruses, or other malicious
components.
e. You will not impersonate others or misuse account credentials.
2. Prohibited Content: Youagree not to host, upload, or share content that:
a. Belongs to others without authorization or infringes proprietary rights.
b. Is harmful, defamatory, obscene, or promotes unlawful or discriminatory activities.
c. Misleads or harasses others or encourages illegal actions.
d. Promotes pirated or counterfeit products, or unlawfully circumvents copyright
protections.
3. Prohibited Activities: You agree not to:
a. Violate laws, infringe intellectual property rights, or solicit personal information
unlawfully.
b. Engage in unauthorized access, hacking, or security breaches of RetailGPT or related
networks.
c. Exploit RetailGPT for unauthorized advertising, solicitation, or spamming.
d. Impair or disrupt the functionality of RetailGPT or its associated services.
4. Content Responsibility:
a. You are solely responsible for content posted via your account. It must not violate laws
or third-party rights.
b. RetailGPT reserves the right to remove or edit content deemed inappropriate or
unlawful.
5. Privacy and Disclosure: RetailGPT may disclose user information to law enforcement or
government agencies as required by law or to investigate illegal activities.
6. Account Use: You are responsible for activities conducted through your account.
7. Monitoring and Enforcement: RetailGPT may monitor user content but assumes no liability
for it. Violations may lead to immediate suspension or termination of access.
8. Security: Users must secure rights to their content and ensure compliance with these terms.
9. System Interference: You agree not to engage in activities like DoS/DDoS attacks, unauthorized system testing, or any actions that disrupt RetailGPT’s operations.
10. Final Provisions:
1. RetailGPT disclaims responsibility for user-generated content or its consequences.
2. RetailGPT reserves the right to amend or enforce these terms as necessary to maintain
platform integrity and protect users.
INDEMNITY, LIABILITY AND DISCLAIMER.
1. Indimnity:
1. User agrees to indemnify, defend, and hold harmless RetailGPT, the Company, its affiliates, officers,
directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or
expenses (including reasonable legal fees) arising out of:
i. User’s breach of the applicable Terms contained herein.
ii. Unauthorized or improper use of RetailGPT by the User.
iii. User’s violation of any applicable laws, including but not limited to Shopper protection, data
protection, and intellectual property laws.
iv. Any 3rd party infringement claims or any claims pertaining to the product purchased herein
(including but not limited to quality/quantity issues, delivery issues, payment issues, refunds, etc.).
v. Any claims, actions or proceedings initiated or threatened to be initiated against the Company, due
to non-payment of applicable taxes.
vi. Any claims arising out of any Fraud, willful misrepresentation or any error in respect of any
information furnished by the user
2. Limitation of RetailGPT's liablity:
i. To the fullest extent permitted by law: retailgpt shall not be liable to the user, for any Indirect,
Incidental, Special, Punitive, or Consequential Damages, including but not limited to Loss of
Revenue, Profits, Data, Business, or Goodwill, even if advised of the possibility of such damages.
ii. NO LIABILITY FOR THIRD-PARTY SERVICES:
1. RetailGPT may facilitate connections with third-party services, such as payment gateway
partners and delivery partners, but does not endorse, warrant, or assume responsibility for
such third-party services. RetailGPT disclaims liability for any losses, damages, or disputes
arising from the retailer's use of third-party services connected with RetailGPT.
3. Disclaimer:
i. RetailGPT provides its platform “AS-IS” and disclaims all express, implied, or statutory warranties,
including but not limited to warranties of merchantability, fitness for a particular purpose, non
infringement, and any warranty that access to retailgpt will be uninterrupted or error-free.
ii. RetailGPT does not guarantee that use of retailgpt will result in any specific outcomes for retailers,
including but not limited to the generation of enquiries, leads, or conversion into sales or business.
retailgpt does not market, promote or endorse the product offerings of any specific retailer and is under no obligation to recommend a retailer’s catalogue or any specific product listed therein, to
shoppers.
INDEMNITY, LIABILITY AND DISCLAIMER.
1. INDIMNITY:
1. User agrees to indemnify, defend, and hold harmless RetailGPT, the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of:
i. User’s breach of the applicable Terms contained herein.
ii. Unauthorized or improper use of RetailGPT by the User.
iii. User’s violation of any applicable laws, including but not limited to Shopper protection, data protection, and intellectual property laws.
iv. Any 3rd party infringement claims or any claims pertaining to the product purchased herein (including but not limited to quality/quantity issues, delivery issues, payment issues, refunds, etc.).
v. Any claims, actions or proceedings initiated or threatened to be initiated against the Company, due to non-payment of applicable taxes.
vi. Any claims arising out of any Fraud, willful misrepresentation or any error in respect of any information furnished by the user
2. LIMITATION OF RETAILGPT’S LIABILITY:
i. To the fullest extent permitted by law: retailgpt shall not be liable to the user, for any Indirect, Incidental, Special, Punitive, or Consequential Damages, including but not limited to Loss of
Revenue, Profits, Data, Business, or Goodwill, even if advised of the possibility of such damages.
ii. NO LIABILITY FOR THIRD-PARTY SERVICES:
1. RetailGPT may facilitate connections with third-party services, such as payment gateway partners and delivery partners, but does not endorse, warrant, or assume responsibility for such third-party services. RetailGPT disclaims liability for any losses, damages, or disputes arising from the retailer's use of third-party services connected with RetailGPT.
3. DISCLAIMER:
i. RetailGPT provides its platform “AS-IS” and disclaims all express, implied, or statutory warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non
infringement, and any warranty that access to retailgpt will be uninterrupted or error-free.
ii. RetailGPT does not guarantee that use of retailgpt will result in any specific outcomes for retailers, including but not limited to the generation of enquiries, leads, or conversion into sales or business.
retailgpt does not market, promote or endorse the product offerings of any specific retailer and is under no obligation to recommend a retailer’s catalogue or any specific product listed therein, to shoppers.
INDEMNITY, LIABILITY AND DISCLAIMER.
1. INDIMNITY:
1. User agrees to indemnify, defend, and hold harmless RetailGPT, the Company, its affiliates, officers,
directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or
expenses (including reasonable legal fees) arising out of:
i. User’s breach of the applicable Terms contained herein.
ii. Unauthorized or improper use of RetailGPT by the User.
iii. User’s violation of any applicable laws, including but not limited to Shopper protection, data
protection, and intellectual property laws.
iv. Any 3rd party infringement claims or any claims pertaining to the product purchased herein
(including but not limited to quality/quantity issues, delivery issues, payment issues, refunds, etc.).
v. Any claims, actions or proceedings initiated or threatened to be initiated against the Company, due
to non-payment of applicable taxes.
vi. Any claims arising out of any Fraud, willful misrepresentation or any error in respect of any
information furnished by the user
2. LIMITATION OF RETAILGPT’S LIABILITY:
i. To the fullest extent permitted by law: retailgpt shall not be liable to the user, for any Indirect,
Incidental, Special, Punitive, or Consequential Damages, including but not limited to Loss of
Revenue, Profits, Data, Business, or Goodwill, even if advised of the possibility of such damages.
ii. NO LIABILITY FOR THIRD-PARTY SERVICES:
1. RetailGPT may facilitate connections with third-party services, such as payment gateway
partners and delivery partners, but does not endorse, warrant, or assume responsibility for
such third-party services. RetailGPT disclaims liability for any losses, damages, or disputes
arising from the retailer's use of third-party services connected with RetailGPT.
3. DISCLAIMER:
i. RetailGPT provides its platform “AS-IS” and disclaims all express, implied, or statutory warranties,
including but not limited to warranties of merchantability, fitness for a particular purpose, non
infringement, and any warranty that access to retailgpt will be uninterrupted or error-free.
ii. RetailGPT does not guarantee that use of retailgpt will result in any specific outcomes for retailers,
including but not limited to the generation of enquiries, leads, or conversion into sales or business.
retailgpt does not market, promote or endorse the product offerings of any specific retailer and is under no obligation to recommend a retailer’s catalogue or any specific product listed therein, to
shoppers.
GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION:
1. Governing Law:
This General Terms and Conditions Agreement ("Agreement") and all matters arising in
connection with or relating to this Agreement, including but not limited to claims,
disputes, or issues regarding its interpretation, performance, or enforcement, shall be
governed by and construed in accordance with the laws of [INDIA].
2.Jurisdiction:
The courts located in [CHENNAI], shall have exclusive jurisdiction over all
disputes or matters arising under or in connection with this Agreement.
3.Arbitration:
Any dispute or grievance arising out of or relating to this Agreement, that is
not resolved through the grievance mechanism provided herein, shall be resolved by
binding arbitration. The arbitration shall be conducted in accordance with the rules of [The
Indian Arbitration and Conciliation Act, 1996], and the arbitration shall be held in [Chenai]
in the English language. The decision of the arbitrator shall be final and binding on both
parties. The costs of arbitration shall be borne equally by the parties unless otherwise
determined by the arbitrator.
GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION:
1. Governing Law:
This General Terms and Conditions Agreement ("Agreement") and all matters arising in connection with or relating to this Agreement, including but not limited to claims, disputes, or issues regarding its interpretation, performance, or enforcement, shall be governed by and construed in accordance with the laws of [INDIA].
2.Jurisdiction:
The courts located in [CHENNAI], shall have exclusive jurisdiction over all disputes or matters arising under or in connection with this Agreement.
3.Arbitration:
Any dispute or grievance arising out of or relating to this Agreement, that is not resolved through the grievance mechanism provided herein, shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the rules of [The Indian Arbitration and Conciliation Act, 1996], and the arbitration shall be held in [Chennai] in the English language. The decision of the arbitrator shall be final and binding on both
parties. The costs of arbitration shall be borne equally by the parties unless otherwise determined by the arbitrator.
GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION:
1. Governing Law:
This General Terms and Conditions Agreement ("Agreement") and all matters arising in
connection with or relating to this Agreement, including but not limited to claims,
disputes, or issues regarding its interpretation, performance, or enforcement, shall be
governed by and construed in accordance with the laws of [INDIA].
2.Jurisdiction:
The courts located in [CHENNAI], shall have exclusive jurisdiction over all
disputes or matters arising under or in connection with this Agreement.
3.Arbitration:
Any dispute or grievance arising out of or relating to this Agreement, that is
not resolved through the grievance mechanism provided herein, shall be resolved by
binding arbitration. The arbitration shall be conducted in accordance with the rules of [The
Indian Arbitration and Conciliation Act, 1996], and the arbitration shall be held in [Chenai]
in the English language. The decision of the arbitrator shall be final and binding on both
parties. The costs of arbitration shall be borne equally by the parties unless otherwise
determined by the arbitrator.
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