This agreement (“user agreement”) incorporates the User Terms and Conditions for the website, www.toolsdirect.in (“TOOLSDIRECT”)to provide services to the person (s) (“the User”) intending to use TOOLSDIRECT’s Online Store for buying industrial Tools other goods and supplies or using any other interface channels of TOOLSDIRECT which includes its sales persons, offices, call centers, advertisements, information campaigns etc. This Website User Agreement governs your use of this website and the relationship between you and the website, www.toolsdirect.inoperated and managed by ______________. (Company). TOOLSDIRECT reserves the right to update or change this Agreement at any time and for any reason without notice to you, and you agree that by continuing to use this Website after we make any changes to this Agreement, that you are bound by the then current version of this Agreement. Your act of visiting or using this Website has the same legal force and effect as a written contract with your written signature. You further agree that you will not challenge the validity, enforceability or admissibility of this Agreement on the grounds that you agreed to it electronically. You also agree that you have had an opportunity to print a copy of this Agreement for your records.
Both User and TOOLSDIRECT are individually referred to as ‘party’ and collectively referred to as ‘parties’.
Cognizance of this agreement
The Users visiting the website or availing any services indicated therein from TOOLSDIRECT shall be deemed to have read, understood and expressly accepted the terms and conditions of this agreement, which shall govern the use of this Website, any desired transaction or provision of any services by TOOLSDIRECT for all purposes, and shall be binding on the User. All rights and liabilities of the User and/or TOOLSDIRECT with respect to any services to be provided by TOOLSDIRECT shall be restricted to the scope of this agreement.
TOOLSDIRECT reserves the right, in its sole discretion, to terminate the access to any or all TOOLSDIRECT websites or its other sales channels and the related services or any portion thereof at any time, without notice, for general maintenance or for any reason what so ever. TOOLSDIRECT shall not be responsible for any losses suffered by the User or any consequent claims for damages arising on this account.
Additionally, the TPP itself may provide terms and guidelines that govern particular features, offers or the operating rules and policies applicable to each Service. The User shall be responsible for ensuring compliance with the terms and guidelines or operating rules and policies of the TPP with whom the User elects to deal, including terms and conditions set forth in a TPP terms and conditions.
TOOLSDIRECT’s Services are offered to the User conditioned on acceptance without modification of any of the terms, conditions and notices contained in this Agreement, as may be applicable from time to time. For the removal of doubts, it is clarified that availing of the Services by the User constitutes an acknowledgement and acceptance by the User of this Agreement. If the User does not agree with any part of such terms, conditions and notices, the User must not avail TOOLSDIRECT’s Services.
In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any other TOOLSDIRECT document, then the terms and conditions specified herein shall prevail.
LIABILITY FOR DAMAGES:
In no event shall the Company and/or the Website or any of its Contractors or Agents be liable to you for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from your use or inability to use this website or the content, or any of the services provided therein, whether based on warranty, contract, equity, tort, statute or any other legal provision, and whether or not we are advised of the possibility of such damages or claims. You further agree that in no event shall the Company and/or the Website or any of its Contractors or Agents of the Company and/or website, be liable to you for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages) resulting from the use or misuse of any information provided by you. You further understand that TOOLSDIRECT has no control over how any information that you provide to third party linked sites are used. You further agree that in no event shall the Company and/or the Website or any of its Contractors or Agents of the Company and/or website, be liable to you for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages) for the non-fulfillment of any offer or services requested to be performed by you on this Website.
Third Party Account Information
By using the Account Access service in TOOLSDIRECT’s websites, the User authorizes TOOLSDIRECT and its agents to access third party sites, including that of Banks and other payment gateways, designated by them or on their behalf for retrieving requested information.
USER ID AND PASSWORD:
While registering, the User will choose a password and is responsible for maintaining the confidentiality of the password and the account. The User is fully responsible for all activities that occur while using their password or account. It is the duty of the User to notify TOOLSDIRECT immediately in writing of any unauthorized use of their password or account or any other breach of security. TOOLSDIRECT will not be liable for any loss that may be incurred by the User as a result of unauthorized use of his password or account, either with or without his knowledge. The User shall not use anyone else’s password at any time
Fees Payment and refund
TOOLSDIRECT reserves the right to charge listing fees for certain listings, as well as transaction fees for certain transactions using the services provided by TOOLSDIRECT. TOOLSDIRECT further reserves the right to alter any and all fees from time to time, without notice.
The User shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the services ‘Third Party/ies’ shall mean and refer to the various agencies who are associated with TOOLSDIRECT and who have agreed sell products for a fee agreed between TOOLSDIRECT and such agencies. By using the services provided by the Website, the User hereby agrees that any payments made by you for availing such services is a comprehensive payment not specifically segregated at the time of making such payment but is deemed to include payments to Third Parties (hereinafter referred to as “TPP”) and payment for the Services being rendered by TOOLSDIRECT (hereinafter referred to as “Service Charges”). TPP are directly transferred to such specific Third Party entity / person whose services are being utilized by TOOLSDIRECT to facilitate the proposed transaction of the User in such proportion and in such manner as may be agreed between such Third Party and TOOLSDIRECT. The User further agree that TOOLSDIRECT do not have any control over any portion of the Services to be provided by such Third Parties and consequently TOOLSDIRECT does not have any control over any payments transferred to such Third Party pursuant to the agreement between such third party entities/persons and TOOLSDIRECT. In the event of failure on the part of such Third Parties to render the services contemplated or intended by the User, the User understands and agrees that TOOLSDIRECT shall not be liable to refund any payments made by the User towards TPP unless the same is refunded to TOOLSDIRECT by such Third Parties nor shall the User be entitled to any compensation for any losses suffered or expenses incurred by reason of such failure or for any other reason whatsoever. On receipt of such refund from the Third Parties, TOOLSDIRECT shall make all reasonable efforts to process and refund such payments to the User within such period, not being less than 14 working days therefrom. The period for refund to he User shall be suitably extended in the event of TOOLSDIRECT being unable to process such payment for reasons beyond the control of TOOLSDIRECT. The User shall not be entitled to any interest or compensation on account of any delay in refund of such payments by TOOLSDIRECT. The User further agree that the User shall only be entitled to refund of TPP and not the Service Charges, which shall be deemed to be a non-refundable payment made to TOOLSDIRECT for the intermediary services being provided by it through the Website.
In case, there is a short charging by TOOLSDIRECT for listing, services or transaction fee or any other fee or service because of any technical or other reason, it reserves the right to deduct/charge/claim the balance subsequent to the transaction at its own discretion. The balance amount shall be an acknowledged debt due and payable to TOOLSDIRECT by the User and the User shall make such payment within seven days of receipt of any such demand from TOOLSDIRECT.
In the rare possibilities of the transaction not getting confirmed for any reason whatsoever, TOOLSDIRECT will process the refund and intimate you of the same. Toolsdirect.in is not under any obligation to make a re-order request in lieu of or to compensate/ replace the unconfirmed transaction. All subsequent further transactions will be treated as new transactions with no reference to the earlier unconfirmed transaction. TOOLSDIRECT shall be liable solely for refund of such amount and shall not in any manner be liable to pay any compensation for any loss suffered on any account whatsoever by the User on account of non-confirmation of the transaction.
If the User are not satisfied for any reason with the Services, the User may request a refund as per the Return Policy. Refunds will be processed within 15 days, once the refund process has been initiated..
Any information which is specifically mentioned by TOOLSDIRECT as Confidential shall be maintained confidentially by the user and shall not be disclosed unless as required by law or to serve the purpose of this agreement and the obligations of both the parties therein.
Usage of the Mobile Number Of the User by TOOLSDIRECT
TOOLSDIRECT may send verification confirmations, submission information, cancellation, payment confirmation, refund status or any such other information relevant for the transaction, via SMS or by voice call on the contact number given by the User at the time of booking; TOOLSDIRECT may also contact the User by voice call, SMS or email in case the User couldn’t or hasn’t concluded TOOLSDIRECT services, for any reason what so ever, to know the preference of the User for concluding the services and also to help the User for the same. The User hereby unconditionally consents that such communications via SMS and/ or voice call by TOOLSDIRECT is (a) upon the request and authorization of the User, (b) ‘transactional’ and not an ‘unsolicited commercial communication’ as per the guidelines of Telecom Regulation Authority of India (TRAI) and (c) in compliance with the relevant guidelines of TRAI or such other authority in India and abroad. The User will indemnify TOOLSDIRECT against all types of losses and damages incurred by TOOLSDIRECT due to any action taken by TRAI, Access Providers (as per TRAI regulations) or any other authority due to any erroneous complaint raised by the User on TOOLSDIRECT with respect to the intimations mentioned above or due to a wrong number or email id being provided by the User for any reason whatsoever.
Onus of the User
TOOLSDIRECT is responsible only for the transactions that are done by the User through TOOLSDIRECT. TOOLSDIRECT will not be responsible for screening, censoring or otherwise controlling transactions, including whether the transaction is legal and valid as per the laws of the land of the User.
The User warrants that they will abide by all such additional procedures and guidelines, as modified from time to time, in connection with the use of the services. The User further warrants that they will comply with all applicable laws and regulations regarding use of the services with respect to the jurisdiction concerned for each transaction.
The User represents and confirms that the User is of legal age to enter into a binding contract and is not a person barred from availing the Services under the laws of India or other applicable law.
Advertisers on TOOLSDIRECT or linked websites
TOOLSDIRECT is not responsible for any errors, omissions or representations on any of its pages or on any links or on any of the linked website pages. TOOLSDIRECT does not endorse any advertiser on its web pages in any manner. The Users are requested to verify the accuracy of all information on their own before undertaking any reliance on such information.
The linked sites are not under the control of TOOLSDIRECT and TOOLSDIRECT is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. TOOLSDIRECT is providing these links to the Users only as a convenience and the inclusion of any link does not imply endorsement of the site by TOOLSDIRECT.
Force Majure Circumstances
The user agrees that there can be exceptional circumstances where TOOLSDIRECT or the TPP or concerns may be unable to honor the service requested due to various reasons beyond the control of TOOLSDIRECT or such TPP like climatic conditions, labor unrest, insolvency, business exigencies, government decisions, operational and technical issues etc. If TOOLSDIRECT is informed in advance of such situations where dishonor of requested services may happen, it will make its best efforts to provide similar alternative to refund the amount after reasonable service charges, if supported and refunded by that respective TPP. The User agrees that TOOLSDIRECT being Online Store for buying industrial Tools other goods and supplies. shall not be responsible for any such circumstances and the customers have to contact that service provider directly for any further resolutions and refunds.
The User agrees that in situations due to any technical or other failure in TOOLSDIRECT, services committed earlier may not be provided or may involve substantial modification. In such cases, TOOLSDIRECT shall refund the entire amount received from the customer for availing such services minus the applicable cancellation, refund or other charges, which shall completely discharge any and all liabilities of TOOLSDIRECT against such non-provision of services or deficiencies. Additional liabilities, if any, shall be borne by the User.
TOOLSDIRECT shall not be liable for delays or inabilities in performance or nonperformance in whole or in part of its obligations due to any causes that are not due to its acts or omissions and are beyond its reasonable control, such as acts of God, fire, strikes, embargo, acts of government, acts of terrorism or other similar causes, problems at TPP end. In such event, the user affected will be promptly given notice as the situation permits.
Without prejudice to whatever is stated above, the maximum liability on part of TOOLSDIRECT arising under any circumstances, in respect of any services offered on the website, shall be limited to the refund of total amount received from the customer for availing the services less any cancellation, refund or others charges, as may be applicable. In no case the liability shall include any loss, damage or additional expense whatsoever beyond the amount charged by TOOLSDIRECT for its services.
In no event shall TOOLSDIRECT and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use or profits, arising out of or in any way connected with the use or performance of the TOOLSDIRECT website(s) or any other channel . Neither shall TOOLSDIRECT be responsible for the delay or inability to use the TOOLSDIRECT websites or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the TOOLSDIRECT website(s), or otherwise arising out of the use of the TOOLSDIRECT website(s), whether based on contract, tort, negligence, strict liability or otherwise.
TOOLSDIRECT is not responsible for any errors, omissions or representations on any of its pages or on any links or on any of the linked website pages.
Safety of Data Downloaded
The User understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Service is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material and/or data.
Nevertheless, TOOLSDIRECT will always make its best endeavors to ensure that the content on its websites or other information channels are free of any virus or such other malwares.
Feedback from Customer and Solicitation
TOOLSDIRECT may provide the User with contents such as sound, photographs, graphics, video or other material contained in sponsor advertisements or information. This material may be protected by copyrights, trademarks, or other intellectual property rights and laws.
The User may use this material only as expressly authorized by TOOLSDIRECT and shall not copy, transmit or create derivative works of such material without express authorization.
The User acknowledges and agrees that he/she shall not upload post, reproduce, or distribute any content on or through the Services that is protected by copyright or other proprietary right of a third party, without obtaining the written permission of the owner of such right.
Any copyrighted or other proprietary content distributed with the consent of the owner must contain the appropriate copyright or other proprietary rights notice. The unauthorized submission or distribution of copyrighted or other proprietary content is illegal and could subject the User to personal liability or criminal prosecution.
Personal and Non-Commercial Use Limitation
Unless otherwise specified, the TOOLSDIRECT services are for the User’s personal and non – commercial use. The User may not modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the TOOLSDIRECT website(s) without the express written approval from TOOLSDIRECT.
The User agrees to indemnify, defend and hold harmless the Company, TOOLSDIRECT and/or its affiliates, their websites and their respective lawful successors and assigns from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by TOOLSDIRECT and/or its affiliates, partner websites and their respective lawful successors and assigns that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the User pursuant to this agreement.
The user shall be solely and exclusively liable for any breach of any country specific rules and regulations or general code of conduct and TOOLSDIRECT cannot be held responsible for the same.
Right to Refuse
TOOLSDIRECT at its sole discretion reserves the right to not to accept any customer order without assigning any reason thereof. Any contract to provide any service by TOOLSDIRECT is not complete until full money towards the service is received from the customer and accepted by TOOLSDIRECT.
Without prejudice to the other remedies available to TOOLSDIRECT under this agreement or under applicable law, TOOLSDIRECT may limit the user’s activity, or end the user’s listing, warn other users of the user’s actions, immediately temporarily/indefinitely suspend or terminate the user’s registration, and/or refuse to provide the user with access to the website if:
The user is in breach of this agreement and/or the documents it incorporates by reference;
False information is provided by the User; or
TOOLSDIRECT believes that the user’s actions may infringe on any third party rights or breach any applicable law or otherwise result in any liability for the user, other users of the website and/or TOOLSDIRECT.
TOOLSDIRECT may at any time in its sole discretion reinstate suspended users. Once the user have been indefinitely suspended the user shall not register or attempt to register with TOOLSDIRECT or use the website in any manner whatsoever until such time that the user is reinstated by TOOLSDIRECT.
Notwithstanding the foregoing, if the user breaches this agreement or the documents it incorporates by reference, TOOLSDIRECT reserves the right to recover any amounts due and owing by the user to TOOLSDIRECT and/or the service provider and to take strict legal action as TOOLSDIRECT deems necessary.
Right To Cancellation by TOOLSDIRECT In Case Of Invalid Information from User
The User expressly undertakes to provide to TOOLSDIRECT only correct and valid information while requesting for any services under this agreement, and not to make any misrepresentation of facts at all. Any default on part of the User would vitiate this agreement and shall disentitle the User from availing the services from TOOLSDIRECT.
In case TOOLSDIRECT discovers or has reasons to believe at any time during or after receiving a request for services from the User that the request for services is either unauthorized or the information provided by the User or any of them is not correct or that any fact has been misrepresented by him, TOOLSDIRECT in its sole discretion shall have the unrestricted right to take any steps against the User(s), including cancellation of the transaction, etc. without any prior intimation to the User. In such an event, TOOLSDIRECT shall not be responsible or liable for any loss or damage that may be caused to the User or any of them as a consequence of such cancellation of transaction or services.
The User unequivocally indemnifies TOOLSDIRECT of any such claim or liability and shall not hold TOOLSDIRECT responsible for any loss or damage arising out of measures taken by TOOLSDIRECT for safeguarding its own interest and that of its genuine customers. This would also include TOOLSDIRECT denying/cancelling any transactions on account of suspected fraud transactions.
Interpretation Number and Gender
The terms and conditions herein shall apply equally to both the singular and plural form of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter form. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, the terms “herein”, “hereof”, “hereto”, ‘hereunder” and words of similar import refer to this agreement as a whole.
If any provision of this agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to be in full force and effect.
The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this agreement, terms and conditions, notices, or the right to use this website by the User contained herein or any other section or pages of TOOLSDIRECT Websites or its partner websites or any provision hereof in any manner whatsoever.
In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular TOOLSDIRECT website, then these terms shall control.
None of the provisions of any agreement, terms and conditions, notices, or the right to use this website by the User contained herein or any other section or pages of TOOLSDIRECT Websites or its partner websites, shall be deemed to constitute a partnership between the User and TOOLSDIRECT and no party shall have any authority to bind or shall be deemed to be the agent of the other in any way.
Updating Information By TOOLSDIRECT
User acknowledges that TOOLSDIRECT provides services with reasonable diligence and care. It endeavors its best to ensure that User does not face any inconvenience. However, at some times, the information, software, products, and services included in or available through the TOOLSDIRECT websites or other sales channels and ad materials may include inaccuracies or typographical errors which will be immediately corrected as soon as TOOLSDIRECT notices them. Changes are/may be periodically made/added to the information provided such. TOOLSDIRECT may make improvements and/or changes in the TOOLSDIRECT websites at any time without any notice to the User. Any advice received except through an authorized representative of TOOLSDIRECT via the TOOLSDIRECT websites should not be relied upon for any decisions.
TOOLSDIRECT reserves the right to change the terms, conditions, and notices under which the TOOLSDIRECT websites are offered, including but not limited to the charges. The User is responsible for regularly reviewing these terms and conditions.
TOOLSDIRECT hereby expressly disclaims any implied warranties imputed by the laws of any jurisdiction or country other than those where it is operating its offices. TOOLSDIRECT considers itself and intends to be subject to the jurisdiction only of the courts of Ernakulam, India. This agreement shall be governed by the Laws of India without regard to any conflict of law principles. Any failure on the part of TOOLSDIRECT to exercise or enforce any right or provision of this Agreement shall not constitute waiver of such right or provision.
Any and all disputes arising out of or in connection with this Agreement shall be settled by Arbitration in accordance with the provisions of the Indian Arbitration Act, currently called the Arbitration and Conciliation Act, 1996 or any statutory amendments thereto. The Arbitral Tribunal shall consist of a Sole Arbitrator to be appointed by the Company. Where the provision for arbitration is invoked by the User, all expenses for such arbitration shall be borne by the User till the passing of the award by the Arbitrator. The Arbitrator shall determine the liability of the Company to pay costs for such arbitration based on the nature of the claim raised by the User (whether such claims are frivolous or otherwise), amount claimed, amount awarded and such other circumstances as the Arbitrator may consider reasonable. Where the provision for arbitration is invoked by the Company, the costs of the arbitration proceedings shall be borne equally by the Parties, subject to determination by the Arbitrator and recorded in the award. The venue of such arbitration shall be Ernakulam (City), Kerala (State), India (Country). The Agreement shall be governed by the Laws of India. The procedure shall be governed by the provisions of the Arbitration and Conciliation Act, 1996.
Responsibilities of User Vis-À-Vis the Agreement
The services are provided on an “as is” and “as available” basis. TOOLSDIRECT may change the features or functionality of the services at any time, in their sole discretion, without notice. TOOLSDIRECT expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, which the User obtains from TOOLSDIRECT or through the services shall create any warranty not expressly made herein or in the terms and conditions of the services. If the User does not agree with any of the terms above, they are advised to read the material on any of the TOOLSDIRECT pages or otherwise use any of the contents, pages, information or any other material provided by TOOLSDIRECT. The sole and exclusive remedy of the User in case of disagreement, in whole or in part, of the user agreement, is to discontinue using the services after notifying TOOLSDIRECT in writing.
Furthermore, you agree that you will not:
Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor any portion of toolsdirect.in;
Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the site other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Internet Explorer);
Attempt to post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of toolsdirect.in;
Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of toolsdirect.in.
Actually or attempt to commit transaction fraud;
Use or attempt to use the toolsdirect.in service as anyone other than yourself; or
Falsely state any registration and/or user information including your name, contact information and the company you work for.