Terms & conditions

This document includes the terms and conditions that you must accept before you access Swadu platform (defined hereinafter). By registering or signing with Swadu, or by simply accessing and browsing the Swadu platform, you signify your absolute and unconditional consent to all the provisions of this agreement in their entirety. 

This agreement constitutes a legally binding agreement between Licensee and Hippo Innovations Private Limited ( HPIL). You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to Hippo Innovations .

Notwithstanding anything contained in the foregoing, this Agreement will not bind Hippo Innovations unless you meet the eligibility criteria for entering into this Agreement as set forth in Section 2 of this Agreement.

The terms “we”, “us”, "HPIL", "Company", "Swadu" or “our” shall refer to Hippo Innovations, The terms “you”, “your”, “seller”, “licensee” shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Swadu Platform

The domain name Swadu.in, including the related subdomains, mobile site and mobile applications as well as the Seller Dashboard (hereinafter referred to as "Platform" or "Swadu") is owned and operated by Hippo Innovations  (hereinafter referred to as “Hippo Innovations”), a company incorporated under the Companies Act, 1956, with its registered office at Hippo Innovations Private Limited, 9th Floor, Spaze iTech Park, Sector-49, Gurugram-122018, Haryana, India.

Buyer and Seller Transaction and Communication

The Platform facilitates transactions between Buyers and Sellers. Swadu is not and cannot be a party to or control any transaction between the Platform's Users.

Henceforth:

• All commercial/contractual terms are offered by and agreed to between Buyers and Sellers alone. These terms include, but are not limited to, price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services, and after-sales services. Swadu does not have any control or involvement in the offering or acceptance of such terms between Buyers and Sellers. All discounts and offers (including exchange offers) are provided by the Seller/Brand and not by Swadu.
• When a Buyer places an order with a Seller on the Platform, it is an offer to buy the product(s) from the Buyer to the Seller. This is not construed as the Seller's acceptance of the Buyer's offer. The Seller retains the right to cancel any order at its sole discretion, and the Buyer will be informed via email/SMS. If the Seller cancels an order, any transaction price paid by the Buyer will be refunded. The Seller may also cancel orders that exceed typical individual consumption, based on various factors and at the Seller's sole discretion.
• Swadu makes no representation or warranty regarding the specifics (such as quality, value, salability, etc.) of the products or services proposed to be sold or purchased on the Platform. Swadu does not endorse the sale or purchase of any products or services on the Platform and accepts no liability for errors or omissions.
• Swadu is not responsible for any non-performance or breach of any contract between Buyers and Sellers. It cannot guarantee that Buyers and/or Sellers will perform any transaction concluded on the Platform, and it is not required to mediate or resolve disputes.
• Swadu does not make any representation or warranty regarding the item-specifics (such as legal title, creditworthiness, identity, etc.) of its Users. Users are advised to independently verify the bona fides of any particular User they choose to deal with on the Platform.
• At no point during any transaction does Swadu come into possession of the products or services offered by Sellers, nor does it gain title to or have any rights or claims over them. Swadu does not hold any right, title, or interest over the products, and it has no obligations or liabilities in respect of the contract entered into between Buyers and Sellers. Swadu is not responsible for the unsatisfactory or delayed performance of services or damages or delays due to products that are out of stock, unavailable, or back-ordered.
• The Platform is a communication platform that Users can utilize to reach a larger base for buying and selling products or services. Swadu provides a platform for communication, and it is agreed that the contract for the sale of any products or services is strictly a bipartite contract between the Seller and the Buyer. At no time does Swadu hold any right, title, or interest over the products, nor does it have any obligations or liabilities in respect of such contracts. Swadu is not responsible for the unsatisfactory or delayed performance of services or damages or delays due to products that are out of stock, unavailable, or back-ordered.

Eligibility

The use of Swadu platform, software and services are available only to, and may only be used by individuals and companies who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the eligibility to enter into an agreement and the authority to bind the entity to this Agreement. Hippo Innovations uses many techniques to verify the accuracy of the information you provide when you register on the Swadu™ Site. If for any reason, Hippo Innovations, believes such information to be incorrect, it reserves the right to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.

Eligibility and Account Creation.

1. To be eligible to sell products and/or services through the Platform, the Seller must create an account on the Platform and provide all requested information. The Company reserves the right to reject any account application for any reason, in its sole discretion.
2. The Seller agrees to keep its account information up to date and accurate, and to promptly notify the Company of any changes.

Seller Obligations

1. You shall ensure that all the products listed by you on the Platform comply with applicable laws and regulations e.g. Legal Metrology Rules. You shall be solely responsible for the accuracy and completeness of the product listings. 
2. You shall ensure that the products listed by you are in stock and available for sale. In case any product listed by you is out of stock, you shall remove the listing from the Platform promptly.
3. You shall be responsible for shipping the products to the customers in accordance with the delivery timelines specified on the Platform. You shall ensure that the products are packaged in a safe and secure manner and delivered to the customers without any damage.
4. You shall be solely responsible for all taxes, duties, and other levies applicable to the sale of your products. You shall also be responsible for obtaining all necessary licenses and permits for selling your products on the Platform.
5. You shall ensure that you have all necessary rights, licenses, and permissions to list and sell the products on the Platform. 
6. You shall not engage in any fraudulent or deceptive practices while using the Platform. You shall not misrepresent the quality, nature, or authenticity of the products listed by you on the Platform.

Obligations and Compliance as ONDC Network Participant

1. Swadu, as a designated participant within the ONDC network, bears a solemn duty to adhere to the prevailing ONDC regulations, rules, and directives.
2. The seller, unequivocally consents to comply with the regulations and directives issued by ONDC from time to time. These directives could be related to catalog quality, order fulfillment, order delivery, order cancellation or customer grievances.
3. Seller also authorizes Swadu to furnish ONDC and its associated entities with access to information and content, subject to the stipulated guidelines.
4. In its capacity as an ONDC Network Participant, Swadu shall undertake the tasks of adjusting, altering, and disseminating data in accordance with the standardized format as prescribed by the ONDC protocol.

Intellectual Property

1. The Seller represents and warrants that it owns or has the necessary licenses, rights, consents and permissions to use and authorize the use of any content or materials provided by the Seller for use on the Platform. The platform shall not be held responsible in the event Licensee violates any intellectual property rights of the other Parties and Licensee shall alone responsible for such violations. The platform has the right but not the obligation to monitor or edit or remove any content.
2. The material and information provided by the seller ("Content") belongs to the seller who agrees to grant Swadu the right, in its sole discretion, to share, distribute the Content . The Seller hereby grants Swadu a non-exclusive, royalty-free, worldwide, revocable license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or materials provided by the Seller for the use on the Platform

Fees and Payment.

(a) The Seller agrees to pay the Company all fees associated with the sale of its products and/or services on the Platform, as set forth in the Company's policies and procedures.

(b) The Company will remit payment to the Seller for sales of its products and/or services on the Platform, less any applicable fees, in accordance with the Company's policies and procedures.

Order Cancellation

By the established static terms of the ONDC Network, stringent measures are implemented to ensure the prompt delivery and quality of orders. The Buyer Network Participant (BNP) reserves the right to cancel orders that surpass the agreed delivery Time (TAT) provided by the seller, even if the order has been dispatched but not yet delivered within the specified TAT. Sellers are obligated to adhere to the designated TAT and promptly update order statuses on the Swadu Panel.

In cases where sellers fulfill orders within the stipulated time frame but encounter unforeseen delivery delays facilitated by on-network logistics, BNP will liaise with the Seller Network Participant (SNP). Any decision regarding order cancellation will be based on customer requests, following consultations with the seller. Should there be no response from the seller within the stipulated time frame, the resolution will be determined in favor of the customer.

Shipping and Delivery 

Swadu offers its sellers an option to use the On-Network logistics available on the ONDC network. This section covers the terms for shipments made using the On-Network logistics.

Timely Delivery: The Seller agrees to ship and deliver its products to customers in a timely and professional manner, in accordance with the Company's policies and procedures.

Shipping Charges: Swadu enables ONDC Network's logistics providers by default which is used by sellers to fetch real time rates as well as ship the orders. Swadu also gives sellers an option to specify their own shipping charges and to use their shipping partners to ship the order. In case seller opts for ONDC Network's logistics providers for shipping the order, then seller will be responsible for all shipping and delivery costs shared by the  ONDC logistics partners.

Additional charges: The  user  on  its  behalf  shall  keep  Swadu™  indemnified  against  all  duties,  taxes, Octroi,  cess, clearance  charges  and  any  other  charge/levy  by  whatsoever  name  called,  levied on shipments. In event of such charges being levied by any government authority, the same can be claimed from the user against the challan /respite of the same.  User shall keep Swadu™ indemnified   against   any   loss,   damage,   costs,   expenses   arising   out   of   any   action   or proceedings initiated  by  any  authority  (judicial  or  regulatory  of  the like)  on account  of  any act/omissions on its part.

Statutory Requirements: The user will be solely responsible to comply with all statutory requirements (State and Central Laws/Statutes) applicable in relation to booking, sale and transportation of the shipments  carried  and  delivered  by  the  logistics  partners  of Swadu™  in  pursuance  of  this agreement.

Banned Items: User shall agree that you will not book / handover to courier person any good which is banned, restricted, illegal, prohibited, stolen, infringing of any third party rights, hazardous or dangerous or in breach of any tax laws or contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments and Service Provider shall not be liable for the Delivery of any such products. In the event User hands over or provides the aforesaid products to the Swadu™ then Swadu™ shall not be responsible and shall not be liable for any loss, damage, theft or misappropriation of such products even if service provider or delivery personnel has the knowledge of the same and even if such loss, damage, theft or misappropriation is caused due to any reason attributable to service provider or delivery personnel. User shall be fully responsible for any third party damages caused due to transport of banned items.

Weight: You agree that freight is calculated on the basis of volumetric weight or actual weight whichever is higher. Dead/Dry weight or volumetric weight whichever is higher should be taken while calculating the rates. In case declared weight differs and is less than actual weight shipping charges will be revised to actual weight. Volumetric weight is calculated as (length × width × height) / (dimensional factor). Dimensional factor varies from 2700 to 5000 cm3/kg as stated by respective logistics partner.

Insurance: User understands, agrees and acknowledges that Swadu through its logistics partners is a mere bailee of the Products, cash and is not an insurer of the same. User hereby expressly and specifically waives all its rights and claims against Swadu and its logistics partners arising out of or in relation to the principles of insurance.

Return and RTO:

1. Swadu reserves the right to return to the seller, the products which are not accepted by the Customer due to  failed delivery, or any other reason whatsoever, at the location(s) as specified by the Customer.
2. Swadu reserves the right to apply the RTO (return to origin) charges same as the agreed shipping rates.
3. Seller shall agree that the returns will be initiated by the logistics partners for all products which are not accepted by the customer for any reason whatsoever. You will ensure that such products are accepted at the location(s) specified by you.
4. In case of non-acceptance of the RTO shipment by the seller, the logistics provider reserves the right to levy suitable demurrage charges for extended storage of such products for any period exceeding 7 (seven) Business days from initiation of the Returns and up to 45 (Forty Five) days from such date. In case of non-acceptance of the products beyond 45 (forty five) days, logistics provider has the right to dispose such products and the seller will forfeit all claims in this regard towards the logistics provider or Swadu.

Reverse Pickups:

1. "Reverse Pickup" means the collection of the Products by logistics providers on the ONDC Network from the customer's address and the delivery of such products to the seller's location
2. In case the seller initiates a reverse pick-up via Mvstore. then the seller agrees to bear all the charges related to the reverse pick-up as shared by the ONDC Network's logistics partners
3. The logistics providers on the ONDC Network shall not be responsible for verifying the contents of the products handed over by the customer to its delivery personnel. The packaging of such products shall also be the responsibility of the customer. It is imperative that the packaging is of sufficient quality to prevent any damage during transit. The sole responsibility for the contents of the packed consignment shall lie with the end customer unless the logistics providers on the ONDC network do not provide reverse pick-up Quality Check services.
4. In case, the product is damaged during transit, provided the delivered product was in good condition upon handover, the seller agrees to submit a support ticket within the stipulated time frame outlined in the Company's policies and procedures.

Said To Contain Basis & Inspection: It is expressly understood by and between the Parties that all Products agreed to be delivered by Swadu or its logistics partners are on “SAID TO CONTAIN BASIS” i.e. Swadu or its logistics partners shall be under no obligation and is not expected to verify the description and contents of the Products declared by the seller and the seller shall undertake and ensure to make proper, true, fair, correct and factual declaration regarding description and value of Products. Further, the logistics provider is not responsible in any way whatsoever for the usability of the Product.

 Liability: Notwithstanding anything contrary contained in this Agreement, the maximum liability for any shipment process through Swadu Platform is INR 1000 or whatever compensation the logistics partner offers to Swadu in event of a claim by the User, provided such claim is raised by the User within one (1) month from the date of such damage or loss or theft. Any claims by the User should be submitted along with the copy of the signed shipping manifest.

Seller Manager Role

The platform supports a Seller Manager Role, where an entity, which could be an individual, group or organization, manages the seller account(s). The core responsibility of this role revolves around streamlining the onboarding process for distributors, retailers, and portfolio brands onto the ONDC network. This entails not only supervising the setup and seamless integration of the sellers but also access and manage their accounts. 

Seller accounts on the platform that are referred by an organization or group or entity, might have that referral entity as seller manager assigned to their account. 

The ownership of Seller accounts on the platform shall exclusively remain with the Seller. The Seller Manager shall not acquire any ownership rights or interests in the seller account.

Seller manager role will be limited to managing catalog, orders and operations and it will have not have any role in the billing and payouts. All billing transactions, payouts and invoicing from the platform will happen directly with the seller. 

Sellers shall retain the right to choose whether to engage the services of the Seller Manager or operate their accounts independently. Seller will have an option to unlink the seller manager from their seller account.

Customer Service.

(a) The Seller agrees to provide prompt and courteous customer service to customers who purchase its products and/or services through the Platform, in accordance with the Company's policies and procedures.

(b) The Seller agrees to promptly respond to any customer inquiries, complaints or disputes, and to work with the Company to resolve any such issues in a timely and satisfactory manner.

Termination.

(a) Either party may terminate this Agreement at any time, for any reason or no reason, upon written notice to the other party.

(b) Upon termination of this Agreement, the Seller agrees to immediately cease all use of the Platform and remove all listings of its products and/or services from the Platform.

(c) Termination shall not diminish the entitlement of each party to the amount owed to the other party in accordance with the terms stipulated within the agreement.

Indemnification

The seller agrees to indemnify and hold Hippo Innovations, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses and harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Licensee's breach of the User Agreement or the documents it incorporates by reference, or Licensee's violation of any law or the rights of a third party.

Limitation of Liability

In no event shall Hippo Innovations, its suppliers, or service providers, or their officers, directors, employees, contractors or agents be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the software, the additional software, the services or this agreement (however arising, including negligence). Hippo Innovations', its suppliers', and service providers', cumulative liability, and the liability of their officers, directors, employees, contractors and agents to Licensee or any third parties in any circumstances shall be limited to payment received by Hippo Innovations for that particular service or month. There is no warranty in respect of the Platform, Software or Services.

Force Majeure

Neither party shall be held liable for any failure or delay in the performance of any obligations under this agreement, if such failure or delay is caused by circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government regulations, embargoes, strikes, labor disputes, or any other similar event (collectively referred to as 'Force Majeure Event').

However, the party affected by the Force Majeure Event shall make reasonable efforts to mitigate the impact of such event and resume the performance of its obligations as soon as practicable.

Applicable Law

These terms under this agreement are governed and construed in accordance with the Laws of Union of India. Licensee hereby irrevocably consents to the exclusive jurisdiction and venue of courts in New Delhi, India, in all disputes arising out of or relating to the use of the Hippo Innovations's products/sites/services. Use of the Swadu™ software services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Licensee agree that Hippo Innovations has absolute authority to modify or change the terms and conditions of the agreement without Licensee's consent and the modified terms and conditions can be kept in Swadu™  website. For any major changes in the terms, Swadu generally shares the communication either via electronic mail or through notification on the seller dashboard. Any dispute relating in any way to your visit to this site and use of platform shall be submitted to the exclusive jurisdiction of the courts at Delhi, India.

Reselling on Swadu

The Seller acknowledges and confirms that they possess all necessary licenses, authorizations, and permissions required to sell branded items on Swadu. The Seller shall ensure that all listed products comply with applicable laws and do not infringe upon the intellectual property rights of any brand or third party. Swadu shall not be held liable for any legal claims, disputes, or actions brought by any brand or third party regarding the Seller's listed products. The Seller assumes full responsibility for any such claims and agrees to indemnify and hold Swadu harmless from any resulting liabilities or damages.