Terms & Conditions

Introduction

Shopee365.com ("Website") is an online web-portal, owned and managed by MantraTek. Subject to all the terms and conditions contained hereunder, the Website is offered to you for your fair usage.

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

You must be at least 18 years of age to use this website. By using this website and by agreeing to these terms and conditions you warrant and represent that you are at least 18 years of age.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of Shopee365.com’s privacy policy / cookies policy.

MODIFICATIONS OF TERMS OF USE

Amendments to this agreement can be made and effected by us from time to time without specific notice to your end. Agreement posted on the Site reflects the latest agreement and you should carefully review the same before you use our site.

License to use website

Unless otherwise stated, Shopee365.com and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages or OTHER CONTENT from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

• republish material from this website (including republication on another website)

• sell, rent or sub-license material from the website

• show any material from the website in public

• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose

• edit or otherwise modify any material on the website or

.

Use of the Website

By accessing the website, you warrant and represent to the website owner that you are legally entitled to do so and to make use of information made available via the website.

Trademarks: The trademarks, names, logos and service marks (collectively "trademarks") displayed on this website are registered and unregistered trademarks of the website owner. Nothing contained on this website should be construed as granting any license or right to use any trademark without the prior written permission of the website owner.

External links: External links may be provided for your convenience, but they are beyond the control of the website owner and no representation is made as to their content. Use or reliance on any external links and the content thereon provided is at your own risk.

Acceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, root kit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Shopee365.com’s express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without Shopee365.com’s express written consent.

General Terms of Use

The prices and availability of the products offered on the Website are subject to change, without any notice or any consequential liability on the Company

All offers on products shall be for limited period of time, as mentioned under the order specification. Company may at its sole discretion modify, extend, update or withdraw the offers on products without prior notice to the users, customers but such modification will be intimated on the Website

Shopee365.com may, at any time due to various reasons, including but not limited to technical errors, unavailability of stocks or for any other reasons whatsoever, cancel the orders placed by users/ customers. Company’s decision of cancellation of order shall be final and Company shall not be liable for such cancellation whatsoever. If the order is cancelled after credit card has been charged, the said amount will be reversed in user’s credit card account. You must read the shipping, Cancellation, Refund policy which has also been mentioned clearly in the website.

Shopee365.com strives to provide accurate products, services and pricing information. In the event that a product or service is listed at an incorrect price or with incorrect information due to an error in pricing or product or service information, Company may, at its discretion, either contact user/ customer for instructions or cancel the user’s/ customer’s order, which the user/ customer will be notified about

Shopee365.com shall have right to modify the price of a product or service any time, without any prior information

Restricted access

Access to certain areas of this website is restricted. Shopee365.com reserves the right to restrict access to other areas of this website, or indeed this entire website, at Shopee365.com’s discretion.

If Shopee365.com provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

Shopee365.com may disable your user ID and password in Shopee365.com’s sole discretion without notice or explanation.

User content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Shopee365.com a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Shopee365.com the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Shopee365.com or a third party (in each case under any applicable law). You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Shopee365.com reserves the right to edit or remove any material submitted to this website, or stored on Shopee365.com’s servers, or hosted or published upon this website.

Notwithstanding Shopee365.com’s rights under these terms and conditions in relation to user content, Shopee365.com does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided “as is” without any representations or warranties, express or implied. Shopee365.com makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Shopee365.com does not warrant that:

• this website will be constantly available, or available at all or the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

Limitations of liability

Shopee365.com will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

• to the extent that the website is provided free-of-charge, for any direct loss

• for any indirect, special or consequential loss or

• for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if Shopee365.com has been expressly advised of the potential loss.

Disclaimer of liability

The website owner shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, you or your company's personal information or material and information transmitted over our system. In particular, neither the website owner nor any third party or data or content provider shall be liable in any way to you or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.

We as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Shopee365.com’s liability in respect of any:

• death or personal injury caused by Shopee365.com’s negligence

• fraud or fraudulent misrepresentation on the part of Shopee365.com or

• Matter which it would be illegal or unlawful for Shopee365.com to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, Shopee365.com has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Shopee365.com’s officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Shopee365.com’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Shopee365.com.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify Shopee365.com and undertake to keep Shopee365.com indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Shopee365.com to a third party in settlement of a claim or dispute on the advice of Shopee365.com’s legal advisers) incurred or suffered by Shopee365.com arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

Breaches of these terms and conditions

Without prejudice to Shopee365.com’s other rights under these terms and conditions, if you breach these terms and conditions in any way, Shopee365.com may take such action as Shopee365.com deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

Shopee365.com may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

Shopee365.com may transfer, sub-contract or otherwise deal with Shopee365.com’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Refunds

Orders once placed by the customer cannot be cancelled by the customer under any circumstances. If you are not satisfied with your purchase, please contact us by phone. If the delivered part does not fit or function as expected, kindly contact Shopee365.com with your query. Personalized or other customized product may not be returned for refund or exchange under any circumstances unless stated otherwise during time of purchase.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions, together with DOCUMENTS, constitute the entire agreement between you and Shopee365.com in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Applicable laws (choice of venue and forum)

Use of this website shall in all respects be governed by the laws of India, regardless of the laws that might be applicable under principles of conflicts of law. The parties agree that the courts located in India country, Maharashtra, shall have exclusive jurisdiction over all controversies arising under this agreement and agree that venue is proper in those courts.

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of domain name/ website [www.shopee365.com] (“Website”), including the related mobile application (hereinafter referred to as “Platform”).

This document is a legally binding agreement between a Seller (as defined below) or a Buyer (as defined below), as the case may be (acting by itself or through its representatives) (collectively referred to as “you”, “your”, “User” hereinafter) who access or use or transact on the Platform and avail Service for a commercial purpose only and the MantraTek (referred to as “we”, “our” or “Shopee365” hereinafter). You acknowledge and agree that the Platform is a business to business (B2B) platform and provides services to business entities only.

This document and such other rules and policies of the Platform (including but not limited to Privacy Policy, Product Listing Policy, and Legal Disclaimer) as may be amended from time to time are collectively referred to below as the “Terms”. We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to you. By accessing, browsing, or otherwise using the Platform or using the Services, including following the posting of changes, User agrees to accept and be bound by the Terms (as may be amended from time to time). It is your responsibility to review these Terms periodically for any updates / changes. Please do not use the Services or access the Platform if you do not accept the Terms or are unable to be bound by the Terms.

PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES PROVIDED BY THE PLATFORM OR Shopee365. By impliedly or expressly accepting these Terms, You also accept and agree to be bound by any amendments, updates and modifications to the Terms and the other policies (including but not limited to, Privacy Policy), as maybe amended, updated and modified from time to time.

Additional terms and conditions may apply to You in respect of availing specific services and/or to specific portions or features of the Platform, including but not limited to, Services, any other additional services as may be offered by us from time to time, contests, offers, schemes, promotions or other similar features, all of which terms are to be read as part of these Terms. You agree to abide by such other terms and conditions, including, where applicable, representing that You have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Platform or for any specific service offered on or through the Platform, the latter terms shall control with respect to your use of that portion of the Platform or the specific service. 

Application and Acceptance of the terms

Your use of the Platform and shopee365’s services, features, functionality, software and products (collectively the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy, The Product Listing Policy, Legal Disclaimer  and any other rules and policies of the Platform that shopee365 may publish from time to time.

You must read shopee365 Privacy Policy which governs the collection, use, and disclosure of personal information about Users. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy. 

Provision of services

You must register on the Platform in order to access and use the Services. Further, shopee365 reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that shopee365 may impose in its discretion. 

In case you avail services while accessing the Platform, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third party service provider(s), as the case may be. shopee365 disclaims all liability for any claims that may arise pursuant to your use of services provided by such third party service provider(s).

User agrees and confirms that any Services provided to you by shopee365 are on best efforts basis and shopee365 may engage services of third party service provider(s) to facilitate such Services to you. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.

User acknowledges that the Services are being provided to you on a ‘as is’ and ‘as available’ basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.

shopee365 may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with shopee365.

Eligibility

The Platform is available for use and access to Users who can form legally binding contracts under Indian Contract Act, 1872. For the purposes of these Terms, the term ‘persons’ shall mean any sole proprietor, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other body corporate duly incorporated under the laws of India.

User must not use the Platform and its Services for their personal use and the Platform shall be used by the User only for their business purposes.

User accounts and verification of account

User must be registered on the Platform to access or avail the Services for its commercial purposes. You agree and acknowledge that you will transact on the Platform only for your business purposes and not for personal use. Except with shopee365’s approval, one User may only register one account on the Platform. shopee365 may cancel or terminate a User’s account if shopee365 has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, shopee365 may reject User’s application, without assigning any reasons thereof, for registration for any other reason.

A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your user account on the Platform or by using the unique OTP will be deemed to have been authorized by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by you.

When you access the Platform you are electronically communicating with shopee365. shopee365 may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from shopee365 with respect to your use of the Platform and it shall be deemed by your continued use of the Platform that you agree and consent to receive any communications from shopee365. 

While registering the User account on the Platform you will be required to furnish details about you and with respect to your business including without limitation, business name, GSTIN, PAN, TAN, Udyog Aadhar, address, phone number and/ or any other information that may be required by shopee365 to provide in relation to your business. You agree and acknowledge that we may directly or through a third-party service provider validate the information provided by you on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of your user account information. If any information provided by you is found to be incorrect or misleading, Shopee365 reserves its right to take appropriate steps as set forth under given clauses. For the purposes of verification of your account information, you agree that we may share your information with such third party service provider in accordance with the terms of the Privacy Policy. We reserve the right to seek additional information from you about you and your business, from time to time and you consent to provide such additional information to continue using the Platform.

Users generally

You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform (the “Platform Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with shopee365, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).

Shopee365 may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such third parties terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that Shopee365 has no control over such third parties' web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.

You agree not to undertake any action which may undermine the integrity of shopee365’s feedback system.

You agree that the Services shall be availed by you only for commercial purposes that is for sale or purchase of products for further distribution or sale. You further agree that you will not use the Platform or any of its Services thereof for your personal use or consumption.

By posting or displaying any information, content or material (“User Content”) on the Platform or providing any User Content to Shopee365 or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to shopee365 to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to shopee365 that you have all the rights, power and authority necessary to grant the above license.

User agrees, undertakes, and confirms that User’s use of Platform shall be strictly governed by the following binding principles:

User shall not host, display, upload, modify, publish, transmit, update or share any information which:

belongs to another person and to which User does not have any right to;

is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

is misleading in any way;

is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;

harasses or advocates harassment of another person;

involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using shopee365’s communication Platform;

promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity;

promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);

provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;

provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

contains video, photographs, or images of another person (with a minor or an adult);

tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

engages in commercial activities and/or sales without prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Platform. Throughout this Terms of Use, shopee365's prior written consent means a communication coming from shopee365's Legal Department, specifically in response to your request, and specifically addressing the activity or conduct for which you seek authorization;

solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;

interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services;

refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;

harm minors in any way;

infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;

violates any law for the time being in force;

deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

impersonate another person;

contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;

threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

shall not be false, inaccurate or misleading;

shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

shall not create liability for Shopee365 or cause Shopee365 to lose (in whole or in part) the Services of our internet service provider ("ISPs") or other suppliers.

You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content on the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content on the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. Shopee365 reserves its right to bar any such activity.

User shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the Services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means.

Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other User, including any account on the Platform not owned by User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Platform.

Each User agrees to indemnify shopee365, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) your submission, posting or display of any User Content; (ii) from your use of the Platform or Services; (iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any service availed by you from a third party service provider using any dispute inter-se Users; and/or (vi) your negligence or wilful misconduct.

Breaches and suspension

i) If any User breaches any Terms, or if Shopee365 has reasonable grounds to believe that a User is in breach of any Terms, or could subject Shopee365 or its affiliates to liability, or is otherwise found inappropriate or unlawful in Shopee365’s opinion, Shopee365 shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:

a) suspending or terminating the User’s account and any and all accounts determined to be related to such account by Shopee365 in its discretion;

b) blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;

c) removing any product listings or other User Content that the User has submitted, posted or displayed;

d) any other corrective actions, discipline or penalties as shopee365 may deem necessary or appropriate in its sole discretion.

ii) Notwithstanding anything contained herein these Terms, shopee365 may with or without notice and in its sole discretion be entitled to suspend, de-activate, or de-list any product listings or User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behaviour of the User on the Platform etc.

iii) In the event a User becomes inactive or if no transaction is noticed by shopee365, in such a case shopee365 reserves its right to delist, deactivate or suspend a User’s account in its sole discretion, with or without giving any notice to the User.

iv) shopee365 reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you. Further, shopee365 may disclose the User's identity and contact information, if requested by any third party, government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.

v) If it comes to the knowledge of shopee365 or shopee365 reasonably believes that any User has availed any Services to obtain any product/service for its personal use or consumption or for any purpose other than a commercial purpose, shopee365 shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User’s account and any and all accounts determined to be relation to such account.

Limitation of liability and indemnity

To the maximum extent permitted by law, the Services provided by Shopee365 on or through the Platform are provided "as is", "as available" and “with all faults” , and shopee365 hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.

To the maximum extent permitted by law, shopee365 makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; shopee365 does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the platform does not violate any third party rights; and shopee365 makes no representations or warranties of any kind concerning any product or service offered or displayed on the platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of shopee365 for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.

Under no circumstances will shopee365 be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on platform or any services availed, even if shopee365 has been advised of the possibility of such damages. 

Force Majeure

Under no circumstances shall shopee365 be held liable for any losses, delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Intellectual property rights

shopee365 is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with shopee365 or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by shopee365 are hereby reserved.

"shopee365 " and any other related icons and logos are registered trademarks or trademarks or service marks of MantraTek, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited. 

shopee365 may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “shopee365” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by shopee365.

Buyer’s responsibilities, representations & warranties

You represent, warrant and agree that:

you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;

you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;

you will use the Platform and Services for business purposes only;

you will not use or access the Platform for your personal purposes and any Products that you purchase shall be for commercial purposes and not for personal consumption;

the address you provide when registering your account on the Platform is the Buyer place of business of your business entity;

your business is validly existing and incorporated / established as per the provisions of applicable laws;

you shall comply with all applicable laws while using and accessing the Platform;

you and Products or services provided by you on the Platform (if any) comply with applicable laws;

you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;

any User Content that Buyer submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party.

Buyer will be required to provide information or material about Buyer’s entity, its business, services or products as part of the registration process on the Platform or your use of any Service or the Buyer account and such information may be required to be furnished by Shopee365 from time to time. Buyer represents, warrants and agrees that:

such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current and complete; and

Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Buyer may be required to promptly furnish additional documents or information as and when requested by Shopee365 to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing shopee365 reserves its right to take appropriate measures as set out under Breaches and Suspension Terms.

Buyer consents to the inclusion of the contact information about Buyer in shopee365’s database and usage of the same as per shopee365’s privacy policy. 

Payments by buyers

Upon placing the Order on Platform, Buyer can opt to make payment for the Products purchased by using any of the modes of payment made available by us on the Platform, from time to time.

If you have completed our Seller Affiliate Program and approved as a seller then below points are applicable to you.

Seller’s obligations, representations & warranties

You represent, warrant and agree that:

you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;

you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;

you shall use the Platform and Services for business purposes only;

you will not use or access the Platform for your personal purposes and any Products that you may sell are for commercial purposes and not for personal consumption;

the address you provide when registering your account on the Platform is the Seller place of business of your business entity;

your business is validly existing and incorporated / established as per the provisions of applicable laws;

you shall comply with all applicable laws while using and accessing the Platform;

you and Products or services provided by you on the Platform (if any) comply with applicable laws;

you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;

any User Content that Seller submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);

you have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights;

the description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable;

all information provided by you or person acting on your behalf relating to the Shipment(s) are complete and accurate;

the Shipment(s) are properly and sufficiently prepared, packed, stowed, labeled, and/or marked;

the Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting;

the Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable.

Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process (Seller Affiliate Program) on the Platform or your use of any Service or the Seller account. Seller represents, warrants and agrees that:

such information and material whether submitted during the registration process (Seller Affiliate Program) or thereafter throughout the continuation of the use of the Platform or Service is true, accurate, current and complete; and Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Platform in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing Shopee365 reserves its right to take appropriate measures as set out under Breaches and Suspension Terms.

Seller consents to the inclusion of the contact information about Seller in shopee365’s database and usage of the same as per Privacy Policy. 

Limitation of liability and indemnity

We shall not have any liability whatsoever for any claims arising from: (a) any of your acts or omissions; (b) compliance with the instructions given by you or any person acting on your behalf; (c) an act or order of any government authority; (d) the insufficiency of the packing or labeling of Shipment; (e) the nature, description, or contents of the Shipment; (f) any force majeure event; (g) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence.

Each Buyer/Seller agrees to indemnify Shopee365, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) your submission, posting or display of any User Content; (ii) from your use of the Platform or any of the Services;(iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any of the service availed by you from a third party service provider using the Platform; (v) any liability or defect in the Products offered/ listed for sale on the Platform; (vi) your negligence or willful misconduct; (vii) any sale or offer of sale of counterfeit or fake Products on the Platform or any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, publishing, promotion, manufacture, sale, distribution or use of any of the Products; (viii) any alleged or actual personal injury, death or property damage suffered by Shopee365 arising from the supply or sale of Products; and/or (ix) any claim by a third Party or Buyer made pursuant to, or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any of Products.