-:COOKIE POLICY:- 
This is the Cookie Policy (“Policy”) for Pay Off Retail, accessible from www.payoffretail.com 
This Policy is a supplement to our Privacy Policy and describes our policies and procedures on the
collection, use and disclosure of Your information when You use our platform and avail the
services via it and also informs You about Your privacy rights and how the law protects You. 
We use Your Personal data to provide and improve the Service. By using the Service, You agree
to the collection and use of information in accordance with this Privacy Policy 
First and foremost, we DO NOT sell your personal information. However, when you visit or
interact with our sites, services, applications, tools or messaging, we or our authorized service
providers may use cookies, web beacons, and other similar technologies to make your experience
better, faster and safer, for advertising purposes and to allow us to continuously improve our sites,
services, applications and tools. 
Consent/ Cookie Consent 
By using our website, you hereby consent to our Privacy Policy and agree to its terms. 
If you visit our websites for the first time, you will see our Cookie Banner and, when you click on
Cookies Settings, our Privacy Preference Center. Here you can execute choice and control over
the cookies we drop on your device.    
What are cookies? 
Cookies are small text files which are sent to your device (computer, laptop, smartphone, tablet)
by the website you visit. Cookies are stored on your device in your browser’s file directory.  
How We Use Cookies 
We use cookies for a variety of reasons detailed below. Unfortunately, in most cases there are no
industry standard options for disabling cookies without completely disabling the functionality and
features they add to this site.  
How to Disable Cookies  
You can prevent the setting of cookies by adjusting the settings on your browser (see your browser
Help for how to do this). Be aware that disabling cookies will affect the functionality of this and
many other websites that you visit. Disabling cookies will usually result in also disabling certain
functionality and features of this site.  
The Cookies We Set    
● Account related cookies
● Login related cookies 
● Orders processing related cookies 
● Surveys related cookies
● Forms related cookies
● Site preferences cookies 
Collecting and Using Your Personal Data 
Information we collect 
The personal information that you are asked to provide, and the reasons why you are asked to
provide it, will be made clear to you at the point we ask you to provide your personal information. 
When you register for an Account, we may ask for your contact information, including items such
as name, company name, address, email address, and telephone number. 
Personal Data 
While using Our Service, We may ask You to provide Us with certain personally identifiable
information that can be used to contact or identify You. Personally identifiable information may
include, but is not limited to: 
● Email address
● First name and last name
● Phone number
● Address, State, Province, ZIP/Postal code, City
● Usage Data 
Usage Data 
Usage Data is collected automatically when using the Service. Usage Data may include
information such as Your Device's Internet Protocol address (e.g. IP address), browser type,
browser version, the pages of our Service that You visit, the time and date of Your visit, the time
spent on those pages, unique device identifiers and other diagnostic data. 
Tracking Technologies and Cookies 
We use Cookies and similar tracking technologies to track the activity on Our Service and store
certain information. Tracking technologies used are beacons, tags, and scripts to collect and track
information and to improve and analyze Our Service. The technologies We use may include: 
● Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct
Your browser to refuse all Cookies or to indicate when a Cookie is being sent.  
● Web Beacons. Certain sections of our Service and our emails may contain small electronic
files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that
permit the Company, for example, to count users who have visited those pages or opened an
email and for other related website statistics (for example, recording the popularity of a certain
section and verifying system and server integrity). 
 
Use of Your Personal Data 
We use the information we collect in various ways, including to: 
 
● Provide, operate, and maintain our website 
● Improve, personalize, and expand our website 
● Understand and analyze how you use our website 
● Develop new products, services, features, and functionality 
● Communicate with you, either directly or through one of our partners, including for
customer service, to provide you with updates and other information relating to the website,
and for marketing and promotional purposes. 
● Send you emails  
● Find and prevent fraud 
COOKIES USED ON THE WEBSITE 
Each time you visit our Website, the long-term (persistent) cookies may be created, which stay in
your browser after you sign-up and will be read by us when you return to our Website or a partner
site that uses our services, and not deleted after you finish browsing our Website, and the shortterm
(session)

cookies, which expire or are deleted after you finish browsing our Website (i.e.,
they usually last during the current visit to our Website or browsing session). 
Cookies used by the Company 
Categories of cookies 
Depending on their function and their intended purpose, cookies can be assigned to the following
categories:  strictly necessary cookies, performance cookies, functional cookies and targeting
cookies. 
Strictly necessary cookies 
Strictly necessary cookies are required to navigate our websites and operate basic website
functions. They include, for example, cookies that enable storage of information filled by you
during the browsing session, enable you to log into secure areas of our Website, Examples for
strictly necessary cookies are login cookies, shopping cart cookies or cookies to remember your
cookie settings. Strictly necessary cookies are always active and will be placed without your
consent. To the extent that information processed in connection with strictly necessary cookies
should qualify as personal data. 
 
Preferences / functional cookies 
Functional cookies enable a website to store information and options you have already previously
entered (e.g. username, language settings, layout settings, contact preferences or your location) in
order to offer you improved personalized functions.  
These cookies remember the settings selected by the Visitors (for example, the settings of language
and time zone). With the use of these cookies, the Visitors may avoid the changes of settings during
each visit of the Website. To the extent that information processed in connection with functional
cookies should qualify as personal data. 
Analytical / performance cookies 
Performance cookies – aka analytics cookies - collect information on your usage of our websites.
They identify e.g. your internet browser, operating system, visited websites, duration and number
of website visits, previously visited website, most commonly visited websites and errors you
experienced. To the extent that information processed in connection with performance cookies
should qualify as personal data. 
Marketing, targeting and advertising cookies 
These cookies record your visit to our website, the pages you have visited and the links you have
followed. We will then use this information to make advertising displayed on it more relevant to
your interests.  
Targeting cookies 
Targeting cookies – aka cookies for marketing purposes - are used to offer more relevant and
interest-specific content to you, to limit the display frequency of ads and to measure the efficiency
of an advertising campaign. Legal basis for the processing of personal data in connection with
targeting cookies (if any) is your consent (Art. 6 (1) lit. (a) GDPR).    
Cookies and Web Beacons 
Like any other website, www.payoffretail.com uses 'cookies'. These cookies are used to store
information including visitors' preferences, and the pages on the website that the visitor accessed
or visited.  
Advertising cookies - some ads you can see on our Website have been provided by other legal
entities.  
third-party cookies - in some web pages of our Website, the other entities (for example, social
networks) may also use their own anonymous cookies designed so that the programs or
applications developed by them would suit your needs. 
 
CHANGES TO PRIVACY POLICY AND COOKIES POLICY 
We may edit this Policy from time to time without notice. Any changes to this Policy will be posted
on our Platform so you are always aware of what information we collect, how we use it, and under
what circumstances, if any, we disclose it.  

 
 
                                                     

 

                                                     -:TERMS OF USER:-
This document is an electronic record in terms of Information Technology Act, 2000 (“Act”) and 
rules there under as applicable and any subsequent amendments. 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 www.payoffretail.com (“Website” or “Site”), including the related mobile site and mobile
application (hereinafter referred to as “Platform”) 
The Platform is owned by PayOff Retail a partnership firm having its registered office at, [•], India
(hereinafter referred to as "PayOff Retail"). 
For the purpose of these Terms of Use (“Terms”), wherever the context so
requires "You" or "User" shall mean any natural or legal person who has agreed to become a buyer
/ user on the Platform by providing Registration Data while registering on the Platform as
Registered User using the computer systems. PayOff Retail allows the User to surf the Platform
and make purchases by registering on the Platform. The term "We", "Us", "Our" shall mean
PayOff Retail.  
When You use any of the services provided by Us through the Platform, including but not limited
to, (e.g. Product Reviews, Seller Reviews), You will be subject to the rules, guidelines, policies,
terms, and conditions applicable to such service, and they shall be deemed to be incorporated into
this Terms of Use and shall be considered as part and parcel of this Terms of Use. We reserve the
right, at Our sole discretion, to change, modify, add or remove portions of these Terms of Use, at
any time without any prior written notice to You. It is Your responsibility to review these Terms
of Use periodically for updates / changes. Your continued use of the Platform following the posting
of changes will mean that You accept and agree to the revisions. As long as You comply with these
Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter
and use the Platform. 
ACCESSING, BROWSING OR OTHERWISE USING THE SITE INDICATES YOUR
AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS OF USE,
SO PLEASE READ THE TERMS OF USE CAREFULLY BEFORE PROCEEDING. By
implicitly or expressly accepting these Terms of Use, You also accept and agree to be bound by
PayOff Retail’s other Policies (including but not limited to Privacy Policy available at Platform)
as amended from time to time. 
The information provided on the Site is not intended for distribution to or use by any person or
entity in any jurisdiction or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within such jurisdiction or
country.  
Accordingly, those persons who choose to access the Site from other locations do so on their own
initiative and are solely responsible for compliance with local laws, if and to the extent local laws
are applicable.  
Membership Eligibility
Transaction on the Platform is available only to persons who can form legally binding contracts 
under Indian Contract Act, 1872 (“Contract Act”). Persons who are "incompetent to contract"
within the meaning of the Contract Act including un-discharged insolvent are not eligible to use
the Platform. All users who are minors in the jurisdiction in which they reside (generally under the 
 

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age of 18) must have the permission of, and be directly supervised by, their parent or guardian to
use the Site. If You are a minor, You must have Your parent or guardian read and agree to these
Terms of Use prior to You using the Site. 
As a minor if You wish to transact on the Platform, such transaction on the Platform may be made
by Your legal guardian or parents. PayOff Retail reserves the right to terminate Your membership
and / or refuse to provide You with access to the Platform if it is brought to PayOff Retail's notice
or if it is discovered that You are under the age of 18 years and transacting on the Platform. 
Your Account and Registration Obligations
If You use the Platform, You shall be responsible for maintaining the confidentiality of Your User 
Name, User id and Password and You shall be responsible for all activities that occur under Your
User Name, User id and Password. You agree that if You provide any information that is untrue,
inaccurate, not current or incomplete or We have reasonable grounds to suspect that such
information is untrue, inaccurate, not current or incomplete, or not in accordance with this Terms
of Use, We shall have the right to indefinitely suspend or terminate or block access of Your
membership on the Platform and refuse to provide You with access to the Platform. 
Your mobile phone number and/or e-mail address is treated as Your primary identifier on the
Platform. It is Your responsibility to ensure that Your mobile phone number and Your email
address is up to date on the Platform at all times. You agree to notify Us promptly if Your mobile
phone number or e-mail address changes by updating the same on the Platform through a one time
password (OTP) verification. 
You agree that PayOff Retail shall not be liable or responsible for the activities or consequences
of use or misuse of any information that occurs under Your Account in cases, including, where
You have failed to update Your revised mobile phone number and/or e-mail address on the
Website. 
If You share or allow others to have access to Your account on the Platform (“Account”), by
creating separate profiles under Your Account, or otherwise, they will be able to view and access
Your Account information. You shall be solely liable and responsible for all the activities
undertaken under Your Account, and any consequences therefrom. 
Communications
You agree, understand and acknowledge that the Website is an online platform that enables You 
to purchase products listed on the Website at the price indicated therein at any time from any
location. You further agree and acknowledge that PayOff Retail is only a facilitator and is not and
cannot be a party to or control in any manner any transactions on the Website. Accordingly, the
contract of sale of products on the Website shall be a strictly bipartite contract between You and
the sellers on Platform 
Platform for Transaction and Communication
The Platform is a platform that Users utilize to meet and interact with one another for their 
transactions. PayOff Retail is not and cannot be a party to or control in any manner any transaction
betWeen the Platform's Users. 
Henceforward:
1. All commercial/contractual terms are offered by and agreed to between Buyers and Sellers 
 
alone. The commercial/contractual terms include without limitation; price, shipping costs,
payment methods, payment terms, date, period and mode of delivery, warranties related to
products and services and after sales services related to products and services. PayOff
Retail does not have any control or does not determine or advise or in any way involve
itself in the offering or acceptance of such commercial/contractual terms between the 

2 

 
 
Buyers and Sellers. Pricing on any product(s) as is reflected on the Platform may due to
some technical issue, typographical error or product information published by seller may
be incorrectly reflected and in such an event seller may cancel such youYour order(s). All
discounts, offers (including exchange offers) are by the Seller/Brand and not by PayOff
Retail.  
2. Placement of order by a Buyer with Seller on the Platform is an offer to buy the product(s)
in the order by the Buyer to the Seller and it shall not be construed as Seller's acceptance
of Buyer's offer to buy the product(s) ordered. The Seller retains the right to cancel any
such order placed by the Buyer, at its sole discretion and the Buyer shall be intimated of
the same by way of an email/SMS. Any transaction price paid by Buyer in case of such
cancellation by Seller, shall be refunded to the Buyer as per our Refund Policy. Further,
the Seller may cancel an order wherein the quantities exceed the typical individual
consumption. This applies both to the number of products ordered within a single order
and the placing of several orders for the same product where the individual orders comprise
a quantity that exceeds the typical individual consumption. What comprises a typical
individual's consumption quantity limit shall be based on various factors and at the sole
discretion of the Seller and may vary from individual to individual. 
3. PayOff Retail does not make any representation or Warranty as to specifics (such as
quality, value, saleability, etc.) of the products or services proposed to be sold or offered
to be sold or purchased on the Platform. PayOff Retail does not implicitly or explicitly
support or endorse the sale or purchase of any products or services on the Platform. PayOff
Retail accepts no liability for any errors or omissions, whether on behalf of itself or third
parties. 
4. PayOff Retail is not responsible for any non-performance or breach of any contract entered
into betWeen Buyers and Sellers. PayOff Retail cannot and does not guarantee that the
concerned Buyers and/or Sellers will perform any transaction concluded on the Platform.
PayOff Retail shall not and is not required to mediate or resolve any dispute or
disagreement betWeen Buyers and Sellers. 
5. PayOff Retail does not make any representation or warranty as to the item-specifics (such
as legal title, creditworthiness, identity, etc.) of any of its Users. You are advised to
independently verify the bona fides of any particular User that You choose to deal with on
the Platform and use Your best judgment on that behalf. 
6. PayOff Retail does not at any point of time during any transaction between Buyer and
Seller on the Platform come into or take possession of any of the products or services
offered by Seller nor does it at any point gain title to or have any rights or claims over the
products or services offered by Seller to Buyer. 
7. At no time shall PayOff Retail hold any right, title or interest over the products nor shall
PayOff Retail have any obligations or liabilities in respect of such contract entered into
betWeen Buyers and Sellers. PayOff Retail is not responsible for unsatisfactory or delayed
performance of services or damages or delays as a result of products which are out of stock,
unavailable or back ordered. 
8. The Platform is only a platform that can be utilized by Users to reach a larger base to buy
and sell products. PayOff Retail is only providing a platform for communication and it is
agreed that the contract for sale of any of the products or services shall be a strictly bipartite
contract betWeen the Seller and the Buyer. 
9. PayOff Retail is not responsible for unsatisfactory or delayed performance of services or
damages or delays as a result of products which are out of stock, unavailable or back 

3 

 
 
ordered. You shall independently agree upon the manner and terms and conditions of
delivery, payment, insurance etc. with the seller(s) that YouYou transact with. 
You release and indemnify PayOff Retail and/or any of its officers and representatives from any
cost, damage, liability or other consequence of any of the actions of the Users of the Platform and
specifically waive any claims that You may have in this behalf under any applicable law.
Notwithstanding its reasonable efforts on its behalf, PayOff Retail cannot take responsibility or
control the information provided by other Users which is made available on the Platform. You
may find other User's information to be offensive, harmful, inconsistent, inaccurate, or deceptive.
Please use caution and practice safe trading when using the Platform. 
Charges 
PayOff Retail may charge a nominal fee for buying on the Platform. PayOff Retail reserves the 
right to change its Fee Policy from time to time. In particular, PayOff Retail may at its sole
discretion introduce new services/fees and modify some or all of the existing services/fees offered
on the Platform. In such an event, PayOff Retail reserves the right to introduce fees for the new
services offered or amend/introduce fees for existing/new services, as the case may be. Changes
to the Fee Policy shall be posted on the Platform and such changes shall automatically become
effective immediately after they are posted on the Platform. Unless otherwise stated, all fees shall
be quoted in Indian Rupees. You shall be solely responsible for compliance of all applicable laws
including those in India for making payments to PayOff Retail.  
Use of the Platform
You agree, undertake and confirm that Your use of Platform shall be strictly governed by the 
following binding principles:
1. You shall not host, display, upload, modify, publish, transmit, update or share any 
information which:
(a) belongs to another person and to which You does not have any right to;
(b) 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; 
(c) is misleading in any way;
(d) 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; 
(e) harasses or advocates harassment of another person;
(f) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or 
"spamming";
(g) promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory 
or libellous;
(h) 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]; 

4 

 
 
(i) 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; 
(j) contains restricted or password-only access pages, or hidden pages or images (those not
linked to or from another accessible page); 
(k) provides material that exploits people in a sexual, violent or otherwise inappropriate
manner or solicits personal information from anyone; 
(l) provides instructional information about illegal activities such as making or buying
illegal weapons, violating someone's privacy, or providing or creating computer viruses; 
(m) contains video, photographs, or images of another person (with a minor or an adult).
(n) 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; 
(o) engages in commercial activities and/or sales without Our 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, PayOff Retail's
prior written consent means a communication coming from PayOff Retail's legal
department, specifically in response to Your request, and specifically addressing the
activity or conduct for which You seek authorization; 
(p) solicits gambling or engages in any gambling activity which We, in Our sole discretion,
believes is or could be construed as being illegal; 
(q) interferes with another User's use and enjoyment of the Platform or any other
individual's User and enjoyment of similar services; 
(r) refers to any Platform or URL that, in Our sole discretion, contains material that is
inappropriate for the Platform or any other Platform, contains content that would be
prohibited or violates the letter or spirit of these Terms of Use. 
(s) harm minors in any way;
(t) 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; 
(u) violates any law for the time being in force;
(v) deceives or misleads the addressee/ users about the origin of such messages or 
communicates any information which is grossly offensive or menacing in nature;
(w) impersonate another person;
(x) 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, cancelbots, 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; 
(y) 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. 

5 

 
 
(z) shall not be false, inaccurate or misleading;
(aa) 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. 
(ab) shall not create liability for Us or cause Us to lose (in whole or in part) the services of
Our internet service provider ("ISPs") or other suppliers; 
2. 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, or in any
way reproduce or circumvent the navigational structure or presentation of the Platform or
any Content, to obtain or attempt to obtain any materials, documents or information
through any means not purposely made available through the Platform. We reserve Our
right to bar any such activity. 
3. You 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. 
4. You 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. You may not reverse look-up, trace or seek to trace any
information on any other User of or visitor to Platform, or any other customer, including
any account on the Platform not owned by You, 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 Your own information, as provided for by the
Platform. 
5. You shall not make any negative, denigrating or defamatory statement(s) or comment(s)
about Us or the brand name or domain name used by Us including the terms PayOff Retail,
or otherwise engage in any conduct or action that might tarnish the image or reputation, of
PayOff Retail or sellers on platform or otherwise tarnish or dilute any PayOff Retail's trade
or service marks, trade name and/or goodwill associated with such trade or service marks,
trade name as may be owned or used by us. You agree that You will not take any action
that imposes an unreasonable or disproportionately large load on the infrastructure of the
Platform or PayOff Retail's systems or networks, or any systems or networks connected to
PayOff Retail. 
6. You agree not to use any device, software or routine to interfere or attempt to interfere with
the proper working of the Platform or any transaction being conducted on the Platform, or
with any other person's use of the Platform. 
7. You may not forge headers or otherwise manipulate identifiers in order to disguise the
origin of any message or transmittal You send to Us on or through the Platform or any
service offered on or through the Platform. You may not pretend that You are, or that You
represent, someone else, or impersonate any other individual or entity. 
8. You may not use the Platform or any content for any purpose that is unlawful or prohibited
by these Terms of Use, or to solicit the performance of any illegal activity or other activity 
which infringes the rights of PayOff Retail and / or others. 
9. You shall at all times ensure full compliance with the applicable provisions of the Act and
rules thereunder as applicable and as amended from time to time and also all applicable 

6 

 
 
domestic laws, rules and regulations including, but not limited to GST, Income Tax,
Custom Duty and Legal Metrology Act, 2009, regarding Your use of Our service and Your
listing, purchase, solicitation of offers to purchase, and sale of products or services. You
shall not engage in any transaction in an item or service, which is prohibited by the
provisions of any applicable law including exchange control laws or regulations for the
time being in force. 
10. Solely to enable Us to use the information You supply Us with, so that We are not violating
any rights You might have in Your Information, You agree to grant Us a non-exclusive,
worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers)
right to exercise the copyright, publicity, database rights or any other rights You have in
Your Information, in any media now known or not currently known, with respect to Your
Information. We will only use Your information in accordance with the Terms of Use and
Privacy Policy applicable to use of the Platform. 
11. From time to time, You shall be responsible for providing information relating to the
products or services proposed to be sold by You. In this connection, You undertake that all
such information shall be accurate in all respects. You shall not exaggerate or over
emphasize the attributes of such products or services so as to mislead other Users in any
manner. 
12. You shall not engage in advertising to, or solicitation of, other Users of the Platform to buy
or sell any products or services, including, but not limited to, products or services related
to that being displayed on the Platform or related to us. You may not transmit any chain
letters or unsolicited commercial or junk email to other Users via the Platform. It shall be
a violation of these Terms of Use to use any information obtained from the Platform in
order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit,
or sell to another person other than Us without Our prior explicit consent. In order to protect
Our Users from such advertising or solicitation, We reserve the right to restrict the number
of messages or emails which a user may send to other Users in any 24-hour period which
We deems appropriate in its sole discretion. You understand that We have the right at all
times to disclose any information (including the identity of the persons providing
information or materials on the Platform) as necessary to satisfy any law, regulation or
valid governmental request. This may include, without limitation, disclosure of the
information in connection with investigation of alleged illegal activity or solicitation of
illegal activity or in response to a lawful court order or subpoena. In addition, We can (and
You hereby expressly authorize Us to) disclose any information about You to law
enforcement or other government officials, as We, in Our sole discretion, believe necessary
or appropriate in connection with the investigation and/or resolution of possible crimes,
especially those that may involve personal injury.We reserve the right, but have no
obligation, to monitor the materials posted on the Platform. PayOff Retail shall have the
right to remove or edit any content that in its sole discretion violates, or is alleged to violate, 
any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this 
right, you remain solely responsible for the content of the materials you post on the
Platform and in your private messages. Please be advised that such Content posted does
not necessarily reflect PayOff Retail views. In no event shall PayOff Retail assume or have
any responsibility or liability for any Content posted or for any claims, damages or losses
resulting from use of Content and/or appearance of Content on the Platform. You hereby
represent and warrant that You have all necessary rights in and to all Content which You
provide and all information it contains and that such Content shall not infringe any
proprietary or other rights of third parties or contain any libellous, tortious, or otherwise
unlawful information. 

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13. Your correspondence or business dealings with, or participation in promotions of,
advertisers found on or through the Platform, including payment and delivery of related
products or services, and any other terms, conditions, warranties or representations
associated with such dealings, are solely between You and such advertiser. We shall not
be responsible or liable for any loss or damage of any sort incurred as the result of any such
dealings or as the result of the presence of such advertisers on the Platform. 
14. It is possible that other users (including unauthorized users or "hackers") may post or
transmit offensive or obscene materials on the Platform and that You may be involuntarily
exposed to such offensive and obscene materials. It also is possible for others to obtain
personal information about You due to Your use of the Platform, and that the recipient may
use such information to harass or injure You. We do not approve of such unauthorized
uses, but by using the Platform You acknowledge and agree that We are not responsible
for the use of any personal information that You publicly disclose or share with others on
the Platform. Please carefully select the type of information that You publicly disclose or
share with others on the Platform. 
15. PayOff Retail shall have all the rights to take necessary action and claim damages that may
occur due to Your involvement/participation in any way on Your own or through group/s
of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services). 
Contents Posted on Platform
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music 
and artwork (collectively, "Content"), is a third party user generated content and PayOff Retail
has no control over such third party user generated content as PayOff Retail is merely an
intermediary for the purposes of this Terms of Use. 
Except as expressly provided in these Terms of Use, no part of the Platform and no Content may
be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated,
transmitted or distributed in any way (including "mirroring") to any other computer, server,
Platform or other medium for publication or distribution or for any commercial enterprise, without
PayOff Retail's express prior written consent. 
You may use information on the products and services purposely made available on the Platform
for downloading, provided that You (1) do not remove any proprietary notice language in all copies
of such documents, (2) use such information only for Your personal, non-commercial
informational purpose and do not copy or post such information on any networked computer or
broadcast it in any media, (3) make no modifications to any such information, and (4) do not make
any additional representations or warranties relating to such documents. 
You shall be responsible for any notes, messages, emails, reviews, ratings, billboard postings,
photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or
information posted or transmitted to the Platform (collectively, "Content"). Such Content will
become Our property and You grant Us the worldwide, perpetual and transferable rights in such
Content. We shall be entitled to, consistent with Our Privacy Policy as adopted in accordance with
applicable law, use the Content or any of its elements for any type of use forever, including but
not limited to promotional and advertising purposes and in any media whether now known or
hereafter devised, including the creation of derivative works that may include the Content You
provide. You agree that any Content You post may be used by us, consistent with Our Privacy
Policy and Rules of Conduct on Site as mentioned herein, and You are not entitled to any payment
or other compensation for such use. 
SOME CONTENT OFFERED ON THE PLATFORM MAY NOT BE SUITABLE FOR
SOME VIEWERS AND THEREFORE VIEWER DISCRETION IS ADVISED. ALSO,
SOME CONTENT OFFERED ON THE PLATFORM MAY NOT BE APPROPRIATE 

8 

 
FOR VIEWERSHIP BY CHILDREN. PARENTS AND/OR LEGAL GUARDIANS ARE
ADVISED TO EXERCISE DISCRETION BEFORE ALLOWING THEIR CHILDREN
AND/OR WARDS TO ACCESS CONTENT ON THE PLATFORM. 
Disclaimer of Warranties and Liability
This Platform, all the materials and products (including but not limited to software and Website) 
and services, included on or otherwise made available to You through this site are provided on "as
is" and "as available" basis without any representation or warranties, express or implied except
otherwise specified in writing. Without prejudice to the forgoing paragraph, PayOff Retail does
not warrant that: 
 
1. This Platform will be constantly available, or available at all; or
2. The information on this Platform is complete, true, accurate or non-misleading. 
PayOff Retail will not be liable to You in any way or in relation to the Contents of, or use of, or
otherwise in connection with, the Platform. PayOff Retail does not warrant that this site;
information, Content, materials, product (including software) or services included on or otherwise
made available to You through the Platform; their servers; or electronic communication sent from
Us are free from viruses or other harmful components. 
Nothing on Platform constitutes, or is meant to constitute, advice of any kind. All the Products
sold on Platform are governed by different State laws and if Seller is unable to deliver such
Products due to implications of different State laws, Seller will return or will give credit for the
amount (if any) received in advance by Seller from the sale of such Product that could not be
delivered to You.  
You will be required to enter a valid phone number while placing an order on the Platform. By
registering Your phone number with Us, You consent to be contacted by Us via phone calls, SMS
notifications, mobile applications and/or any other electronic mode of communication in case of
any order or shipment or delivery related updates. 
PAYMENT
Purchases And Payment
We accept the following forms of payment:  
●  Debit Card/Credit Card 
●  Online Bank Transfer 
●  Online Balance 
●  Pay On Delivery 
● UPI
You agree to provide current, complete, and accurate purchase and account information for all 
purchases made via the Site. You further agree to promptly update account and payment
information, including email address, payment method, and payment card expiration date, so that
We can complete Your transactions and contact You as needed. All payments shall be made in
Indian Rupees (₹) or in the form of Profit Sharing Balance (PSB) coins.  
You agree to pay all charges at the prices then in effect for Your purchases and any applicable
shipping fees, and You authorize us to charge Your chosen payment provider for any such amounts
upon placing Your order.  

9 

 
For Subscription purchased by the customer for certain Products available on Website - If Your
order is subject to recurring charges, then You consent to our charging Your payment method on
a recurring basis without requiring Your prior approval for each recurring charge, until such time
as You cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing,
even if We have already requested or received payment.  
We reserve the right to refuse any order placed through the Site. We may, in our sole discretion,
limit or cancel quantities purchased per person, per household, or per order. These restrictions may
include orders placed by or under the same customer account, the same payment method, and/or
orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders
that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.  
Subscription Model
Fees for the Services (“Fees”) are posted on the Services or in a service order (“Service 
Order”).  You will pay the Fees for the initial term upon starting Your subscription. Following
Your first payment, Fees are due, as follows: (i) for monthly subscriptions, each month on the
same (or closest) date as the day You made Your first payment; (ii) for annual subscriptions, each
year on the same (or closest) date as the day You made Your first payment; or (iii) as otherwise
mutually agreed. If Your usage exceeds Your sending limit, You’ll have to pay at the higher level
for that Subscription Term), as indicated on the Services or in a Service Order. Payoff retail has
the right to change Fees at any time by posting an update to the Services or otherwise providing
reasonable notice to You. You are responsible for payment of all applicable Fees. You agree to
provide valid and accurate credit card/debit card information and payment details and authorize
Platform to deduct the Fees against the payment instrument provided. If You are using a credit
card/debit card, You represent and warrant You are authorized to use that credit card/debit card,
and that any and all charges may be billed to that credit card/debit card and won’t be rejected. 
Platform will provide You with reasonable customer support and maintenance for the paid of the
said Services via e-mail. Platform does not guarantee that the support will be available at a certain
time or that Platform will respond within a certain time or resolve all problems in connection
therewith. 
If You register for a free trial, We will make the applicable Services available to You on a trial
basis free of charge until the earlier of: (a) the end of the free trial period (if not terminated earlier),
or (b) the start date of Your paid subscription. Unless You purchase a subscription to the applicable
Services before the end of the free trial, all of Your Data in the Services may be permanently
deleted at the end of the trial, and will not be recoverable. If We include additional terms and
conditions for a trial, those will apply and will govern over these terms in the event of conflict. 
While availing any of the payment method/s available on the Platform, We will not be responsible
or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly
to You due to: 
 
1. Lack of authorization for any transaction/s, or
2. Exceeding the preset limit mutually agreed by You and between "Bank/s", or
3. Any payment issues arising out of the transaction, or
4. Decline of transaction for any other reason/s 
All payments made against the purchases/services on Platform by You shall be compulsorily in
Indian Rupees acceptable in the Republic of India. Platform will not facilitate transactions with 
respect to any other form of currency with respect to the purchases made on Platform. 
Before shipping / delivering Your order to You, Seller may request You to provide supporting
documents (including but not limited to Govt. issued ID and address proof) to establish the 

10 

 
ownership of the payment instrument used by You for Your purchase. This is done in the interest
of providing a safe online shopping environment to Our Users. 
Further:
1. Transactions, Transaction Price and all commercial terms such as Delivery, Dispatch of 
 
products and/or services are as per principal to principal bipartite contractual obligations
between Buyer and Seller and payment facility is merely used by the Buyer and Seller to
facilitate the completion of the Transaction. Use of the payment facility shall not render
PayOff Retail liable or responsible for the non-delivery, non-receipt, non-payment,
damage, breach of representations and warranties, non-provision of after sales or warranty
services or fraud as regards the products and /or services listed on PayOff Retail's Platform. 
2. You have specifically authorized PayOff Retail or its service providers to collect, process,
facilitate and remit payments and/or the Transaction Price electronically or through Cash
on Delivery to and from other Users in respect of transactions through Payment Facility.
Your relationship with PayOff Retail is on a principal to principal basis and by accepting
these Terms of Use You agree that PayOff Retail is an independent contractor for all
purposes, and does not have control of or liability for the products or services that are listed
on PayOff Retail 's Platform that are paid for by using the Payment Facility. PayOff Retail
does not guarantee the identity of any User nor does it ensure that a Buyer or a Seller will
complete a transaction. 
3. You understand, accept and agree that the payment facility provided by PayOff Retail is
neither a banking nor financial service but is merely a facilitator providing an electronic,
automated online electronic payment, receiving payment through Cash On Delivery,
collection and remittance facility for the Transactions on the PayOff Retail Platform using
the existing authorized banking infrastructure and Credit Card payment gateway networks.
Further, by providing Payment Facility, PayOff Retail is neither acting as trustees nor
acting in a fiduciary capacity with respect to the Transaction or the Transaction Price. 
Payment Facility for Buyers:
You, as a Buyer, understand that upon initiating a Transaction You are entering into a legally 
binding and enforceable contract with the Seller to purchase the products and /or services from the
Seller using the Payment Facility, and You shall pay the Transaction Price through Your Issuing
Bank to the Seller using Payment Facility. 
You, as a Buyer, may agree with the Seller through electronic communication and electronic
records and using the automated features as may be provided by Payment Facility on any extension
/ increase in the Dispatch and/or Delivery time and the Transaction shall stand amended to such
extent. Any such extension / increase of Dispatch / Delivery time or subsequent novation / variation
of the Transaction should be in compliance with Payment Facility Rules and Policies. 
You, as a Buyer, shall electronically notify Payment Facility using the appropriate PayOff Retail
Platform features immediately upon Delivery or non Delivery within the time period as provided
in Policies. Non notification by You of Delivery or non Delivery within the time period specified
in the Policies shall be construed as a deemed Delivery in respect of that Transaction. In case of
Cash On Delivery transactions, Buyer is not required to confirm the receipt of products or services. 
You, as a Buyer, shall be entitled to claim a refund of the Transaction Price (as Your sole and
exclusive remedy) in case You do not receive the Delivery within the time period agreed in the
Transaction or within the time period as provided in the Policies, whichever is earlier. In case You 
do not raise a refund claim using Platform features within the stipulated time then this would make 
You ineligible for a refund. 

11 

 
You, as a Buyer, understand that the Payment Facility may not be available in full or in part for
certain category of products and/or services and/or Transactions as mentioned in the Policies and
hence You may not be entitled to a refund in respect of the Transactions for those products and /or
services 
Except for Cash On Delivery transaction, refund, if any, shall be made at the same Issuing Bank
from where Transaction Price was received, or through any other method available on the Platform,
as chosen by You. 
For Cash On Delivery transactions, refunds, if any, will be made via electronic payment transfers.
Refund shall be made in Indian Rupees only and shall be equivalent to the Transaction Price 
received in Indian Rupees.
For electronic payments, refunds shall be made through payment facility using NEFT / RTGS or 
any other online banking / electronic funds transfer system approved by Reserve Bank India (RBI).
Refunds may be supported for select banks. Where a bank is not supported for processing refunds, 
You will be required to share alternate bank account details with us for processing the refund.
Refund shall be conditional and shall be with recourse available to PayOff Retail in case of any 
misuse by Buyer.
We may also request You for additional documents for verification.
Refund shall be subject to Buyer complying with Policies.
PayOff Retail reserves the right to impose limits on the number of Transactions or Transaction 
Price which PayOff Retail may receive from on an individual Valid Credit/Debit/ Cash Card /
Valid Bank Account/ and such other infrastructure or any other financial instrument directly or
indirectly through payment aggregator or through any such facility authorized by Reserve Bank of
India to provide enabling support facility for collection and remittance of payment or by an
individual Buyer during any time period, and reserves the right to refuse to process Transactions
exceeding such limit. 
PayOff Retail reserves the right to refuse to process Transactions by Buyers with a prior history of
questionable charges including without limitation breach of any agreements by Buyer with PayOff
Retail or breach/violation of any law or any charges imposed by Issuing Bank or breach of any
policy. 
PayOff Retail may do such checks as it deems fit before approving the receipt of/Buyers
commitment to pay (for Cash On Delivery transactions) Transaction Price from the Buyer for
security or other reasons at the discretion of PayOff Retail. As a result of such check if PayOff
Retail is not satisfied with the credibility of the Buyer or genuineness of the Transaction or other
reasons at its sole discretion, PayOff Retail shall have the right to reject the receipt of / Buyers
commitment to pay Transaction Price. For avoidance of doubt, it is hereby clarified that the ‘Cash
on Delivery’ feature for payment, may be disabled for certain account users, at the sole discretion
of PayOff Retail. 
PayOff Retail may delay notifying the payment confirmation i.e. informing Seller to Dispatch, if
PayOff Retail deems suspicious or for Buyers conducting high transaction volumes to ensure
safety of the Transaction and Transaction Price. In addition, PayOff Retail may hold Transaction
Price and PayOff Retail may not inform Seller to Dispatch or remit Transaction Price to law
enforcement officials (instead of refunding the same to Buyer) at the request of law enforcement
officials or in the event the Buyer is engaged in any form of illegal activity. 
 

12 

 
The Buyer and Seller acknowledge that PayOff Retail will not be liable for any damages, interests
or claims etc. resulting from not processing a Transaction/Transaction Price or any delay in
processing a Transaction/Transaction Price which is beyond control of PayOff Retail. 
Compliance with Laws:
1. As required by applicable law, if the Customer makes a purchase of an amount equal to or 
 
above INR 2,00,000.00/-, the Customer will be required to upload a scanned copy of his/her
PAN card on the Platform, within 4 days of making the purchase, failing which, the
purchase made by the Customer will be cancelled. The requirement to submit the PAN card
arises only once and if it has been submitted once by the Customer, it need not be submitted
again. The order of the Customer shall stand cancelled if there is a discrepancy between
the name of the Customer and the name on the PAN Card.  
2. Buyer and Seller shall comply with all the applicable laws (including without limitation
Foreign Exchange Management Act, 1999 and the rules made and notifications issued
thereunder and the Exchange Control Manual as may be issued by Reserve Bank of India
from time to time, Customs Act, Information and Technology Act, 2000 as amended by
the Information Technology (Amendment) Act 2008, Prevention of Money Laundering
Act, 2002 and the rules made there under, Foreign Contribution Regulation Act, 1976 and
the rules made there under, Income Tax Act, 1961 and the rules made there under, Export
Import Policy of Government of India) applicable to them respectively for using Payment
Facility and PayOff Retail Platform. 
Buyer's arrangement with Issuing Bank:
1. All Valid Credit / Debit/ Cash Card/ and other payment instruments are processed using a 
Credit Card payment gateway or appropriate payment system infrastructure and the same
will also be governed by the terms and conditions agreed to between the Buyer and the
respective Issuing Bank and payment instrument issuing company. 
2. All Online Bank Transfers from Valid Bank Accounts are processed using the gateway
provided by the respective Issuing Bank which supports Payment Facility to provide these
services to the Users. All such Online Bank Transfers on Payment Facility are also
governed by the terms and conditions agreed to between Buyer and the respective Issuing
Bank. 
PayOff Retail's Replacement Guarantee
Returns
Most items purchased from sellers listed on Platform are returnable within the return window, 
except those that are explicitly identified as not returnable. The return is processed only if: 
● it is determined that the product was not damaged while in Your possession; 
● the product is not different from what was shipped to You; 
● the product is returned in original condition (with brand’s/manufacturer's box, MRP tag
intact, user manual, warranty card and accessories) 
You can review the return policy for products listed on Payoff Retail by clicking here. For
the products that are returned by the customer, the refund is issued in a token form
henceforth known as “Profit Sharing Balance” (PSB) or as per the “mode of the payment”
made by the user (in case of pre-paid transactions, as Well as in case of Pay on Delivery
orders)  

13 

 
 
The concerned user will receive an option of either getting the whole amount of such
product returned back in the original form of payment (Account Transfer) or part PSB can
be issued against such order and part refund can be opted by the customer, In case of such
amount being on a higher side and the Customer has used Pay On Delivery then the said
customer will have to mention his Bank Account Details for the refund initiation process
carried out by the Payoff Retail , the details for making such refund and the timelines are
detailed in the refund policy available here.  
In case of Refund the issued PSB by the Website will be frozen for a period of 7(Seven)
days so that the customer can not use the issued PSB for purchase of any other product,
only after the Return and Refund process has been completed the said PSB Frozen will get
unlocked again. If at the time of delivery and/or within the applicable return policy period,
if any defect is found, then the buyer of the product/s can ask for replacement of the
product/s from the seller subject to the following terms and conditions 
1. Replacement can be for the entire product/s or part/s of the product subject to availability
of the same with the seller. 
Following products shall not be eligible for return or replacement:
a. Damages due to misuse of product;
b. Incidental damage due to malfunctioning of product;
c. Any consumable item which has been used/installed;
d. Products with tampered or missing serial;
f. Any damage/defect which are not covered under the manufacturer's warranty
g. Any product that is returned without all original packaging and accessories, including 
the box, manufacturer's packaging if any, and all other items originally included with the
product/s delivered; 
h. Jewellery which is 'made to order' on customer's request
On Clothing and Footwear, qualified sellers accept exchange subject to the following 
conditions: 
● Clothes and footwear are not used (other than for trial), altered, washed, soiled or
damaged in any way. 
● Original tags and packaging should be intact. For items that come in branded
packaging, the box should be undamaged. 
● Returns are not applicable for 'Made to order' jewellery, Innerwear, lingerie, socks,
clothing freebies, etc. 
If PayOffRetail has any suspicion or knowledge that any of its buyers and sellers are involved in
any activity that is intended to provide claims or information that is false or not genuine,
PayOffRetail may also, while reserving its rights to initiate civil and/or criminal proceedings
against such member buyers and sellers, at its sole discretion, suspend, block, restrict, cancel the
Display Name of such buyers and sellers and/or disqualify that user and any related users from
availing protection through this program. Customers who have been blocked for any suspicious or
fraudulent activity on PayOffRetail will not be allowed to return their products. 
PayOffRetail reserves its right to initiate civil and/or criminal proceedings against a user who files
a invalid and/or false claims or provides false, incomplete, or misleading information. In addition
to the legal proceedings as aforesaid, PayOffRetail may at its sole discretion suspend, block,
restrict, cancel the Display Name [and its related Display Names] of such user and/or disqualify 

14 

 
that user and any related users from availing protection through this program. Any person who,
knowingly and with intent to injure, defraud or deceive, files a Fraudulent Complaint containing
false, incomplete, or misleading information may be guilty of a criminal offence and will be
prosecuted to the fullest extent of the law. 
Exchange Offers:
By participating in the exchange I confirm that I am the sole and absolute owner and/or user of the 
product mentioned above (device).
I confirm that the device which I am exchanging under the buyback program is genuine and is not 
counterfeit, free from any and all encumbrances, liens, attachments, disputes, legal flaws,
exchange or any Agreement of Sale etc. and I have got the clear ownership of the said device. 
You agree to indemnity and keep indemnifying PayOffRetail.com and any future buyer of the
device against all or any third party claims, demand, cost, expenses including attorney fees which
may be suffered, incurred, undergone and / or sustained by PayOffRetail.com, its affiliates or any
future buyer due to usage of the device by You till date and You undertake to make good the same. 
I confirm that all the data in the said device will be erased before handing it over under buy back
program. I also confirm that in spite of erasing the data manually/electronically, if any data still
accessible due any technical reason, PayOffRetail.com, Seller or the Manufacturer shall not be
responsible for the same and I will not approach PayOffRetail.com for any retrieval of the data. 
I hereby give my consent that my personal information that I have provided in connection with
this buyback program might be processed, transferred and retained by the retailer and other entities
involved in managing the program for the purposes of validating the information that I provided
herein and for the administration of the program. 
I agree to indemnity and keep indemnifying the PayOffRetail.com and any future buyer of the old
device against all or any third party claims, demand, cost, expenses including attorney fees which
may be suffered, incurred, undergone and / or sustained by PayOffRetail.com, its affiliates or any
future buyer due to usage of the device by me till date and I undertake to make good the same. 
I understand once a device is sent by me to PayOffRetail, in no scenario can this device be returned
back to me. 
I understand that the new device delivery and the old device pickup will happen simultaneously
(hand in hand) and I shall keep the old device ready to be given for exchange. 
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, 
functionality, software, Website designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the
“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and
trademark laws and various other intellectual property rights.  
The Content and the Marks are provided on the Site “AS IS” for Your information and personal
use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content
or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for
any commercial purpose whatsoever, without our express prior written permission. 
Provided that You are eligible to use the Site, You are granted a limited license to access and use
the Site and to download or print a copy of any portion of the Content to which You have properly
gained access solely for Your personal, non-commercial use. We reserve all rights not expressly
granted to You in and to the Site, the Content and the Marks. 
 

15 

 
Copyright, authors' rights and database rights
All content included on the Website, such as text, graphics, logos, button icons, images, audio 
clips, digital downloads, data compilations, and software, is the property of Payoff Retail, its
affiliates or its content suppliers and is protected by India and international copyright, authors'
rights and database right laws. The compilation of all content on this Website is the exclusive
property of Payoff Retail and its affiliates and is protected by laws of India and database right
laws. All software used on this Website is the property of Payoff Retail, its affiliates or its software
suppliers and is protected by Indian laws. 
You may not systematically extract/ or re-utilise parts of the contents of the Website without
Payoff Retail and / or its affiliate's (as may be applicable) express written consent. In particular,
You may not utilise any data mining, robots, or similar data gathering and extraction tools to
extract (whether once or many times) for re-utilisation of any substantial parts of this Website,
without Payoff Retail and / or its affiliate's (as may be applicable) express written consent. You
may also not create and/ or publish Your own database that features substantial (eg: prices and
product listings) parts of this Website without Payoff Retail and / or its affiliate's (as may be
applicable) express written consent. 
Licence for Website access
Subject to Your compliance with these Conditions of Use and payment of applicable fees, if any, 
Payoff Retail grants You a limited licence to access and make personal use of this Website, but
not to download (other than page caching) or modify it, or any portion of it, except with express
written consent of Payoff Retail and / or its affiliates, as may be applicable. This licence does not
include any resale or commercial use of this Website or its contents; any collection and use of any
product listings, descriptions, or prices; any derivative use of this Website or its contents; any
downloading or copying of account information for the benefit of another seller; or any use of data
mining, robots, or similar data gathering and extraction tools. 
This Website or any portion of this Website (including but not limited to any copyrighted material,
trademarks, or other proprietary information) may not be reproduced, duplicated, copied, sold,
resold, visited, distributed or otherwise exploited for any commercial purpose without express
written consent of Payoff Retail and / or its affiliates, as may be applicable. 
You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary
information (including images, text, page laYout, or form) of Platform and its affiliates without
express written consent. You may not use any meta tags or any other "hidden text" utilising Payoff
Retail’s or its affiliates' names or trademarks without the express written consent of Payoff Retail
and / or its affiliates, as applicable. Any unauthorised use terminates the permission or license
granted by Payoff Retail and / or its affiliates, as applicable. 
You may not use any Platform’s logo or other proprietary graphic or trademark as part of the link
without express written consent of Payoff Retail and / or its affiliates, as may be applicable. 
PAYOFF RETAIL SOFTWARE TERMS
1. Use of the Payoff Retail Software
You may use Payoff Retail Software solely for purposes of enabling You to use and enjoy the 
Payoff Retail Services as provided by Payoff Retail, and as permitted by the Conditions of Use,
these Payoff Retail Software Terms and any Terms. You may not incorporate any portion of the
Payoff Retail Software into Your own programs or compile any portion of it in combination with
Your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan,
distribute or sub-license the Payoff Retail Software or otherwise assign any rights to the Payoff
Retail Software in whole or in part. You may not use the Payoff Retail Software for any illegal
purpose. We may cease providing any Payoff Retail Software and We may terminate Your right 
 

16 

 
to use any Payoff Retail Software at any time. Your rights to use the Payoff Retail Software will
automatically terminate without notice from us if You fail to comply with any of these Payoff
Retail Software Terms, the Conditions of Use or any other Terms. Additional third party terms
contained within or distributed with certain Payoff Retail Software that are specifically identified
in related documentation may apply to that Software (or software incorporated with the Payoff
Retail Software) and will govern the use of such software in the event of a conflict with these
Conditions of Use. All software used in any Payoff Retail Service is the property of Payoff Retail
and/or its affiliates or its software suppliers and protected by laws of India including but not limited
to any other applicable copyright laws. 
2. Use of Third Party Services
When You use the Payoff Retail Software, You may also be using the services of one or more third 
parties, such as a wireless carrier or a mobile platform provider. Your use of these third party
services may be subject to the separate policies, terms of use, and fees of these third parties. 
3. No Reverse Engineering
You may not, and You will not encourage, assist or authorize any other person to copy, modify, 
reverse engineer, decompile or disassemble, or otherwise tamper with, the Payoff Retail Software,
whether in whole or in part, or create any derivative works from or of the Payoff Retail Software. 
Updates
In order to keep the Payoff Retail Software up-to-date, We may offer automatic or manual updates 
at any time and without notice to You.
Conditions of Sale (between Sellers and the Customer)
Please read these conditions carefully before placing an order for any products with the Sellers on 
the Platform. These conditions signify Your agreement to be bound by these conditions.
In addition, when You use any current or future services, You will also be subject to the terms, 
guidelines and conditions applicable to that service. If these Conditions of Sale are inconsistent
with such Terms, the Terms will control. 
1. Conditions Relating to the Sale of Products to You
This section deals with conditions relating to the sale of products on the Website by us to You.
2. Our Contract
Your order is an offer to us to buy the product(s) in Your order. When You place an order to 
purchase a product from us, You will receive an e-mail confirming receipt of Your order and
containing the details of Your order (the "Order Confirmation E-mail"). The Order Confirmation
E-mail is acknowledgement that We have received Your order, and does not confirm acceptance
of Your offer to buy the product(s) ordered. We only accept Your offer, and conclude the contract
of sale for a product ordered by You, when the product is dispatched to You and an e-mail
confirmation is sent to You that the product has been dispatched to You (the "Dispatch
Confirmation E-mail"). If Your order is dispatched in more than one package, You may receive a
separate Dispatch Confirmation E-mail for each package, and each Dispatch Confirmation E-mail
and corresponding dispatch will conclude a separate contract of sale betWeen You and us for the
product(s) specified in that Dispatch Confirmation E-mail. 
Your contract is with us (the Sellers) and You confirm that the product(s) ordered by You are
purchased for Your internal / personal purpose and not for re-sale or business purpose. You
authorize us to declare and provide declaration to any governmental authority on Your behalf
stating the aforesaid purpose of the products ordered by You on the Website. 
 

17 

 
You can cancel Your order for a product at no cost any time before We send the Dispatch
Confirmation E-mail relating to that product. 
Please note that We sell products only in quantities which correspond to the typical needs of an
average household. This applies both to the number of products ordered within a single order and
the placing of several orders for the same product where the individual orders comprise a quantity
typical for a normal household. 
3. Products
We make every effort to display as accurately as possible the colors, features, specifications, and 
details of the products available on the Site. However, We do not guarantee that the colors,
features, specifications, and details of the products will be accurate, complete, reliable, current, or
free of other errors, and Your electronic display may not accurately reflect the actual colors and
details of the products. 
All products are subject to availability, and We cannot guarantee that items will be in stock. We
reserve the right to discontinue any products at any time for any reason. Prices for all products are
subject to change. 
4. Loyalty Points/Token Issued “Profit Sharing Balance” (PSB)
PSB can be earned by shopping on a Platform which addresses all Your daily needs. In addition, 
You get rewarded with PSB on every purchase. The process of earning a PSB is extremely
seamless and effortless. The PSB system is also open to customers irrespective of the payment
method they choose. This means that customers earn PSB on their cash-only payments too. 
When a purchase is made by You (customer), for the said purchase of the product the Customer
will receive a Token henceforth known as “PSB”, The value of the said token is 1 PSB=
1₹(Rupees). 
Every Product has a set Number of PSB’s allotted to them, so when the purchase is made the said
PSB reflected on the product will get credited to the customer's account. 
Upon purchasing the said product, the user will receive the said token within 24 hrs of purchasing,
The PSB Token can be used for purchasing other products listed on the Website. 
5. Pricing and Availability
We list availability information for products sold by us on the Website, including on each product 
information page. Beyond what We say on that page or otherwise on the Website, We cannot be
more specific about availability. Please note that dispatch estimates are just that. They are not
guaranteed dispatch times and should not be relied upon as such. As We process Your order, You
will be informed by e-mail if any products You order turn out to be unavailable. 
6. Availability Guide
Availability Message Definitions
The availability message for each product detail page tells You whether the item is available to 
dispatch to You
If You have a default shipping address, the product detail pages indicate if We can ship to Your 
address.
Note: If the product isn't in stock, the availability message indicates whether We expect the product 
to be in stock again soon.
The availability messages on our Website only apply to products shipped and sold by PayOff 
Retail’s shipping partner. 
 

18 

 
Items Shipped by Platform
PayOff Retail uses a third party software called Shiprocket for shipping and dispatching of 
products to its buyers. 
In Stock
This item is in stock and available for shipment.
In stock soon
The item is available, but may take additional time to prepare for shipment.
Usually ships soon
The item will be ordered from a nearby distributor, and may take additional time to prepare for 
shipment.
Not yet published/released or Available for Pre-order
The latest release date information provided for the item will be on its product detail page. We'll 
ship it to You after the release date passes and the item becomes available for shipment.
Temporarily Out of Stock
This item is currently not in stock but it is available for ordering. We'll email You the expected 
delivery date as soon as that information is available from our suppliers.
Currently unavailable
This item isn't currently available for ordering and it may not be in stock again.
All prices are inclusive of VAT/CST, service tax, Goods and Services Tax ("GST"), duties and 
cesses as applicable - unless stated otherwise.
7. Taxes
You shall be responsible for payment of all fees/costs/charges associated with the purchase of 
products from us and You agree to bear any and all applicable taxes including but not limited to
VAT/CST, service tax, GST, duties and cesses etc. 
8. Children
Use of Payoff Retail is available only to persons who can form a legally binding contract under 
the Indian Contract Act, 1872. If You are a minor i.e. under the age of 18 years, You may purchase
only with the involvement of a parent or guardian. 
10. Losses
We will not be responsible for any business loss (including loss of profits, revenue, contracts, 
anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential
loss that is not reasonably foreseeable to both You and us when a contract for the sale of goods by
us to You was formed. 
11. Alteration or Amendments to the Conditions
We reserve the right to make changes to our policies, and these Conditions of Sale at any time. 
You will be subject to the policies and Conditions of Sale in force at the time You order goods
from us, unless any change to those policies or these conditions is required to be made by law or
government authority (in which case it will apply to orders previously placed by You). If any of
these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be
deemed severable and will not affect the validity and enforceability of any remaining condition. 
 

19 

 
12. Events beyond our reasonable control
We will not be held responsible for any delay or failure to comply with our obligations under these 
conditions if the delay or failure arises from any cause which is beyond our reasonable control.
This condition does not affect Your statutory rights. 
13. Waiver
If You breach these conditions and We take no action, We will still be entitled to use our rights 
and remedies in any other situation where You breach these conditions.
RETURN/REFUNDS POLICY
Please read our return/refund policy mentioned in our Website. 
USER GENERATED CONTRIBUTIONS
The Site may invite You to chat, contribute to, or participate in blogs, message boards, online 
forums, and other functionality, and may provide You with the opportunity to create, submit, post,
display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the
Site, including but not limited to text, writings, video, audio, photographs, graphics, comments,
suggestions, or personal information or other material (collectively, "Contributions").  
Contributions may be viewable by other users of the Site and through third-party Websites. As
such, any Contributions You transmit may be treated as non-confidential and non-proprietary.
When You create or make available any Contributions, You thereby represent and warrant that: 
 
1. the creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of Your Contributions do not and will not infringe the proprietary
rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights
of any third party. 
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases,
and permissions to use and to authorize us, the Site, and other users of the Site to use Your
Contributions in any manner contemplated by the Site and these Terms of Use. 
3. You have the written consent, release, and/or permission of each and every identifiable
individual person in Your Contributions to use the name or likeness of each and every such
identifiable individual person to enable inclusion and use of Your Contributions in any manner
contemplated by the Site and these Terms of Use. 
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, 
pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, 
slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or   incite, 
encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from 
anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner. 

20 

 
 
12. Your Contributions do not violate any law concerning child pornography, or otherwise
intended to protect the health or Well-being of minors; 
13. Your Contributions do not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical handicap. 
14. Your Contributions do not otherwise violate, or link to material that violates, any provision
of these Terms of Use, or any applicable law or regulation. 
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,
among other things, termination or suspension of Your rights to use the Site.  
CONTRIBUTION LICENSE
By posting Your Contributions to any part of the Site [or making Contributions accessible to the 
Site by linking Your account from the Site to any of Your social networking accounts], You
automatically grant, and You represent and warrant that You have the right to grant, to us an
unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fullypaid,

worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish,
broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate,
transmit, excerpt (in whole or in part), and distribute such Contributions (including, without
limitation, Your image and voice) for any purpose, commercial, advertising, or otherwise, and to
prepare derivative works of, or incorporate into other works, such Contributions, and grant and
authorize sublicenses of the foregoing. The use and distribution may occur in any media formats
and through any media channels.  
This license will apply to any form, media, or technology now known or hereafter developed, and
includes our use of Your name, company name, and franchise name, as applicable, and any of the
trademarks, service marks, trade names, logos, and personal and commercial images You provide.
You waive all moral rights in Your Contributions, and You warrant that moral rights have not
otherwise been asserted in Your Contributions.  
We do not assert any ownership over Your Contributions. You retain full ownership of all of Your
Contributions and any intellectual property rights or other proprietary rights associated with Your
Contributions. We are not liable for any statements or representations in Your Contributions
provided by You in any area on the Site.  
You are solely responsible for Your Contributions to the Site and You expressly agree to exonerate
us from any and all responsibility and to refrain from any legal action against us regarding Your
Contributions.   
We have the right, in our sole and absolute discretion,
(1) to edit, redact, or otherwise change any Contributions; 
(2) to re-categorize any Contributions to place them in more appropriate locations on the Site; 
and 
(3)  to pre-screen or delete any Contributions at any time and for any reason, without notice. 
We have no obligation to monitor Your Contributions. 
GUIDELINES FOR REVIEWS
We may provide You areas on the Site to leave reviews or ratings. When posting a review, You 
must comply with the following criteria: 
(1) You should have firsthand experience with the person/entity being revieWed; 
(2) Your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate 
language;  

21 

 
(3) Your reviews should not contain discriminatory references based on religion, race, gender,
national origin, age, marital status, sexual orientation, or disability;  
(4) Your reviews should not contain references to illegal activity; 
(5) You should not be affiliated with competitors if posting negative reviews; 
(6) You should not make any conclusions as to the legality of conduct; 
(7) You may not post any false or misleading statements; 
(8) You may not organize a campaign encouraging others to post reviews, whether positive or 
negative. 
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation 
to screen reviews or to delete reviews, even if anyone considers reviews objectionable or
inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the
views of any of our affiliates or partners.  
We do not assume liability for any review or for any claims, liabilities, or losses resulting from
any review. By posting a review, You hereby grant to us a perpetual, non-exclusive, worldwide,
royalty-free, fully-paid, assignable, and sub licensable right and license to reproduce, modify,
translate, transmit by any means, display, perform, and/or distribute all content relating to reviews. 
SOCIAL MEDIA
As part of the functionality of the Site, You may link Your account with online accounts You have 
with third-party service providers (each such account, a “Third-Party Account”) by either: 
(1) providing Your Third-Party Account login information through the Site; or 
(2) allowing us to access Your Third-Party Account, as is permitted under the applicable terms and 
conditions that govern Your use of each Third-Party Account. 
You represent and warrant that You are entitled to disclose Your Third-Party Account login 
information to us and/or grant us access to Your Third-Party Account, without breach by You of
any of the terms and conditions that govern Your use of the applicable Third-Party Account, and
without obligating us to pay any fees or making us subject to any usage limitations imposed by the
third-party service provider of the Third-Party Account.  
By granting us access to any Third-Party Accounts, You understand that 
(1) We may access, make available, and store (if applicable) any content that You have provided 
to and stored in Your Third-Party Account (the “Social Network Content”) so that it is available
on and through the Site via Your account, including without limitation any friend lists and  
(2) We may submit to and receive from Your Third-Party Account additional information to the
extent You are notified when You link Your account with the Third-Party Account.  
Depending on the Third-Party Accounts You choose and subject to the privacy settings that You
have set in such Third-Party Accounts, personally identifiable information that You post to Your
Third-Party Accounts may be available on and through Your account on the Site. Please note that
if a Third-Party Account or associated service becomes unavailable or our access to such ThirdParty
Account
is
terminated
by
the
third-party
service
provider,
then
Social
Network
Content
may

no
longer
be
available
on
and
through
the Site.

You will have the ability to disable the connection betWeen Your account on the Site and Your
Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE
THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY 
 

22 

 
ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRDPARTY
SERVICE
PROVIDERS.

We make no effort to review any Social Network Content for any purpose, including but not
limited to, for accuracy, legality, or non-infringement, and We are not responsible for any Social
Network Content. You acknowledge and agree that We may access Your email address book
associated with a Third-Party Account and Your contacts list stored on Your mobile device or
tablet computer solely for purposes of identifying and informing You of those contacts who have
also registered to use the Site.  
You can deactivate the connection betWeen the Site and Your Third-Party Account by contacting
us using the contact information below or through Your account settings (if applicable). We will
attempt to delete any information stored on our servers that was obtained through such a ThirdParty
Account,
except
the
username
and
profile
picture
that
become
associated
with
Your
account.

SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other 
information regarding the Site ("Submissions") provided by You to us are non-confidential and
shall become our sole property. We shall own exclusive rights, including all intellectual property
rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any
lawful purpose, commercial or otherwise, without acknowledgment or compensation to You.  
You hereby waive all moral rights to any such Submissions, and You hereby warrant that any such
Submissions are original with You or that You have the right to submit such Submissions. You
agree there shall be no recourse against us for any alleged or actual infringement or
misappropriation of any proprietary right in Your Submissions.  
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or You may be sent via the Site) links to other Websites ("Third-Party 
Websites") as Well as articles, photographs, text, graphics, pictures, designs, music, sound, video,
information, applications, software, and other content or items belonging to or originating from
third parties ("Third-Party Content").  
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked
for accuracy, appropriateness, or completeness by us, and We are not responsible for any Third
Party Websites accessed through the Site or any Third-Party Content posted on, available through,
or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability,
privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party
Content.  
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any
Third-Party Content does not imply approval or endorsement thereof by us. If You decide to leave
the Site and access the Third-Party Websites or to use or install any Third-Party Content, You do
so at Your own risk, and You should be aware these Terms of Use no longer govern.  
You should review the applicable terms and policies, including privacy and data gathering
practices, of any Website to which You navigate from the Site or relating to any applications You
use or install from the Site. Any purchases You make through Third-Party Websites will be through
other Websites and from other companies, and We take no responsibility whatsoever in relation to
such purchases which are exclusively betWeen You and the applicable third party.  
You agree and acknowledge that We do not endorse the products or services offered on Third-
Party Websites and You shall hold us harmless from any harm caused by Your purchase of such 
products or services. Additionally, You shall hold us harmless from any losses sustained by You 
 

23 

 
or harm caused to You relating to or resulting in any way from any Third-Party Content or any
contact with Third-Party Websites.  
SITE MANAGEMENT
We reserve the right, but not the obligation, to: 
(1) monitor the Site for violations of these Terms of Use; 
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or 
these Terms of Use, including without limitation, reporting such user to law enforcement
authorities;  
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of,
or disable (to the extent technologically feasible) any of Your Contributions or any portion thereof;  
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or are in any way burdensome to
our systems;  
(5) otherwise manage the Site in a manner designed to protect our rights and property and to
facilitate the proper functioning of the Site. 
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy posted on the Site. By 
using the Site, You agree to be bound by our Privacy Policy, which is incorporated into these
Terms of Use. Please be advised the Site is hosted in India.  
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If You believe that any material available on 
or through the Site infringes upon any copyright You own or control, please immediately notify
us using the contact information provided (a “Notification”). A copy of Your Notification will be
sent to the person who posted or stored the material addressed in the Notification.  
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while You use the Site. Without limiting 
any other provision of these terms of use, We reserve the right to, in our sole discretion and without
notice or liability, deny access to and use of the site (including blocking certain ip addresses), to
any person for any reason or for no reason, including without limitation for breach of any
representation, warranty, or covenant contained in these terms of use or of any applicable law or
regulation. WeWe may terminate Your use or participation in the site or delete [Your account and]
any content or information that You posted at any time, without warning, in our sole discretion.  
If We terminate or suspend Your account for any reason, You are prohibited from registering and
creating a new account under Your name, a fake or borrowed name, or the name of any third party,
even if You may be acting on behalf of the third party.  
In addition to terminating or suspending Your account, We reserve the right to take appropriate
legal action, including without limitation pursuing civil and criminal. 
MODIFICATIONS AND INTERRUPTIONS 
We reserve the right to change, modify, or remove the contents of the Site at any time or for any 
reason at our sole discretion without notice. However, We have no obligation to update any
information on our Site. We also reserve the right to modify or discontinue all or part of the Site
without notice at any time.  
 

24 

 
We will not be liable to You or any third party for any modification, price change, suspension, or
discontinuance of the Site.  
We cannot guarantee the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting in interruptions,
delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Site at any time or for any reason without notice to You.  
You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by
Your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing
in these Terms of Use will be construed to obligate Us to maintain and support the Site or to supply
any corrections, updates, or releases in connection therewith. 
APPLICABLE LAW
These Terms shall be governed, interpreted, and construed in accordance with the laws of India. 
The place of jurisdiction shall exclusively be Gujarat, Surat.
JURISDICTIONAL ISSUES/SALE IN INDIA ONLY
Unless otherwise specified, the material on the Website is presented solely for the purpose of sale 
in India. Payoff Retail makes no representation that the material on the Website is appropriate or
available for use in other locations/countries other than India. Those who choose to access the
Website from other locations/countries other than India do so on their own initiative and Payoff
Retail is not responsible for supply of products/refund for the products ordered from other
locations/countries other than India and compliance with local laws, if and to the extent local laws
are applicable. 
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or 
omissions, including descriptions, pricing, availability, and various other information. We reserve
the right to correct any errors, inaccuracies, or omissions and to change or update the information
on the Site at any time, without prior notice. 
DISCLAIMER
You acknowledge and undertake that You are accessing the services on the Website and 
transacting at Your own risk and are using Your best and prudent judgment before entering into
any transactions through the Website. You further acknowledge and undertake that You will use
the Website to order products only for Your personal use and not for business purposes. We shall
neither be liable nor responsible for any actions or inactions of sellers nor any breach of conditions,
representations or warranties by the sellers or manufacturers of the products and hereby expressly
disclaim any all responsibility and liability in that regard. We shall not mediate or resolve any
dispute or disagreement between You and the sellers or manufacturers of the products. 
We further expressly disclaim any warranties or representations (express or implied) in respect of
quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety,
merchantability, fitness for a particular purpose, or legality of the products listed or displayed or
transacted or the content (including product or pricing information and/or specifications) on the
Website. While We have taken precautions to avoid inaccuracies in content, this Website, all
content, information (including the price of products), software, products, services and related
graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support
or endorse the sale or purchase of any products on the Website. At no time shall any right, title or 
interest in the products sold through or displayed on the Website vest with Payoff Retail nor shall 
PayOff Retail have any obligations or liabilities in respect of any transactions on the Website.)
 
 

25 

 
LIMITATIONS OF LIABILITY
In no event will We or our directors, employees, or agents be liable to you or any third party for 
any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including
lost profit, lost revenue, loss of data, or other damages arising from your use of the site, even if
We have been advised of the possibility of such damages. [Notwithstanding anything to the
contrary contained herein, our liability to you for any cause whatsoever and regardless of the form
of the action, will at all times be limited to [the lesser of] [the amount paid, if any, by you to us].
Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain
damages. If these laws apply to you, some or all of the above disclaimers or limitations may not
apply to you, and you may have additional rights.] 
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and 
all of our respective officers, agents, partners, and employees, from and against any loss, damage,
liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third
party due to or arising out of: (1) [Your Contributions]; (2) use of the Site; (3) breach of these
Terms of Use; (4) any breach of Your representations and warranties set forth in these Terms of
Use; (5) Your violation of the rights of a third party, including but not limited to intellectual
property rights; or (6) any overt harmful act toward any other user of the Site with whom You
connected via the Site.  
Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive
defense and control of any matter for which You are required to indemnify us, and You agree to
cooperate, at Your expense, with our defense of such claims. We will use reasonable efforts to
notify You of any such claim, action, or proceeding which is subject to this indemnification upon
becoming aware of it.  
You hereby expressly release PayOff Retail and/or its affiliates and/or any of its officers and
representatives from any cost, damage, liability or other consequence of any of the
actions/inactions of the vendors and specifically waiver any claims or demands that You may have
in this behalf under any statute, contract or otherwise. 
USER DATA
We will maintain certain data that You transmit to the Site for the purpose of managing the 
performance of the Site, as Well as data relating to Your use of the Site. Although We perform
regular routine backups of data, You are solely responsible for all data that You transmit or that
relates to any activity You have undertaken using the Site.  
You agree that We shall have no liability to You for any loss or corruption of any such data, and
You hereby waive any right of action against us arising from any such loss or corruption of such
data. 
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic 
communications. You consent to receive electronic communications, and You agree that all
agreements, notices, disclosures, and other communications We provide to You electronically, via
email and on the Site, satisfy any legal requirement that such communication be in writing. YOU
HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES,
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE
SITE.  
 

26 

 
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or
other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic

records, or to payments or the granting of credits by any means other than electronic
means.  
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to 
the Site constitute the entire agreement and understanding betWeen You and us. Our failure to
exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of
such right or provision.  
These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of
our rights and obligations to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable control.  
If any provision or part of a provision of these Terms of Use is determined to be unlawful, void,
or unenforceable, that provision or part of the provision is deemed severable from these Terms of
Use and does not affect the validity and enforceability of any remaining provisions. There is no
joint venture, partnership, employment or agency relationship created betWeen You and us as a
result of these Terms of Use or use of the Site.  
You agree that these Terms of Use will not be construed against us by virtue of having drafted
them. You hereby waive any and all defenses You may have based on the electronic form of these
Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. 
CONTACT US 
In order to resolve a complaint regarding the Site or to receive further information regarding use 
of the Site, please contact us at:
[Corporate Name]
[Corporate Address]
[Corporate Phone Number]
[Corporate Fax Number]
[Email Address]  
 

27 

 

 
                                       

                                       -;TERMS OF USE FOR VENDORS:-
These Terms of Use (the “Terms”) set out the terms and conditions for use of www.payoffretail.in
(the “Site”), the mobile application(s) (the “Application”) and any features, subdomains, content
(except as specified hereunder), functionality, products, services (including the Services), media,
applications, or solutions offered on or through the Site and/or the Application and/or through any
modes, medium, platform or format, including through Secure Digital (‘SD’) cards, tablets or other
storage/transmitting device (hereinafter collectively referred to as the “Platform”/ “PayOffRetail
Platform”). 
All capitalized terms are defined / have the meaning assigned to it under these Terms of Use. In
other words, if you find any word herein that has its first letter capitalized, then it means that we
have explained the meaning such word has in the context of these Terms of Use and / or the Terms;
if not here, then it will be provided in the relevant Terms – when we refer to any such term in these
Terms of Use, we will try and specify where in the Terms you can find the meaning / definition. 
This document is an electronic record in terms of Information Technology Act, 2000 and rules
made 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.  
These Terms shall govern the Vendors’ terms of use of this portal / website and by accepting these
terms, it will constitute a valid and binding Vendor Agreement (“Vendor Agreement”) entered into
between the PayOff Retail and you, the Vendor ("Vendor"). PayOffRetail may need to change
these Terms from time to time to reflect changes in law or best practice or to deal with additional
features which the PayOffRetail may introduce. PayOffRetail reserves the right to change or add
to these Terms and conditions from time to time for legal, safety or orther substantive reasons.
PayOffRetail will give Vendors a reasonable notice of any major changes by sending you an SMS
or E-mail with details of the change or notifying Vendor’s of a changed when Vendor’s visits the
Website or App (as relevant). In case of any contradictions/dispute in any prior terms, the terms
stipulated herein shall prevail. 
1. Background: 
PayOffRetail (“PayOff / Company”) is a partnership firm registered in India, which owns and
operates the PayOffRetail Platform. It is an online e-commerce marketplace which displays,
advertise and sell all kind of commodities /products by various vendors to the end customers
(“Customers”) and provides related services to the vendors and to the Customers / users of the
Platform on behalf of the vendors (as the vendor’s service provider). The Company shall act as
Vendor’s service provider for providing various services in relation to the sale of its Products as 
 

1 
agreed under the terms and the use of the Platform for enabling promotion / advertisement of its
Products (“Services”). 
 
2. Products:
a. The Vendor shall offer its Products to the Company for the purpose of sale by the Vendor 
on the Platform. Based on market analysis conducted by the Company, the Company may
make recommendations to the Vendor from time to time on the specific Products and the
quantities thereof, from the entire range /collection that are to be displayed, advertised and
offered for by the Vendor through the Platform. The Vendor shall make its final decision
on the Products and their quantities to be displayed on the Platform based on such
recommendations. Notwithstanding the foregoing, the Company has the right to refuse to
display, or withdraw from the Portal, any Product for sale on the Platform. 
b. The Vendor shall exclusively offer for display, advertising and sale of certain Products, as
specifically agreed in the Vendor Agreement, through the Platform only (“Specified
Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek,
accept or appoint any other entity to provide any services similar to the Services without
first obtaining the prior written approval of the Company. 
c. The Products offered for sale by the Vendor are either manufactured by the Vendor or are
sourced / purchased by the Vendor from third party suppliers / manufacturers (“Suppliers”).
In the event the Vendor purchases the Products from the Supplier, the Vendor has furnished
a no objection certificate from the owner / manufacturer of the Products in the format
provided by the Company.
 
3. Services to be provided by the Company 
As part and parcel of the Services, the Company shall carry out the following functions for and on
behalf of the Vendor for consideration as agreed under these terms. 
a. Facilitation of Sale of Products through the Portal: 
The Vendor authorizes the Company on behalf of the Vendor to provide to the Customers /
users of the Portal: 
i. Information and assistance in relation to the listed Products and sales thereof,
ii. Information in relation to status of the order placed in advance or in due course by 
Customers, and
iii. Operating a customer helpdesk for other inquiries in relation to Products and orders, 
customer complaints and grievances.
iv. The Vendor agrees and undertakes to fully co-operate with the Company as reasonably 
required, in connection with any customer-service functions undertaken by the Company. 
 

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Such services can be provided by the Vendor either on its own or through the Suppliers, as
the case may be. 
 
v. The Vendor authorizes the Company to place; description of the Vendor (including but not
limited to description of Suppliers, where so directed by the Vendor) and 
vi. description of each of its Products (including but not limited to the technical description of
the Products, brand name of the Product, the price of the Product and any applicable
warranty terms) on the Portal. 
vii. Vendor rating based on vendor performance and customer reviews.
viii. The Vendor authorizes the Company to offer certain discounts during the year (other than 
EOSS) wherein the discount % and sharing ratio shall be decided mutually between the
Vendor and the Company from time to time.
 
b. Advertising
i. The Company shall advertise / display, on behalf of the Vendor, the Products on the Portal 
based on the preference opted for by the Vendor. 
ii. The costs of such advertisement shall be borne by the Vendor as mutually agreed between 
the Company and the Vendor as per terms of the Vendor Agreement.
iii. It shall be the obligation of the Vendor to provide samples of the Product selected for 
display on the Portal.
iv. Company shall not promote any product individually, Company shall only check vendors 
shoot and give approval on the basis of need of product in the market.
 
c. Quality and Quantity Assurance:
i. Prior to the advertising of a Product on the Website, the Company shall carry out a quality 
assessment of the samples provided by the Vendor for the shoot based on the relevant
quality parameters prescribed by the Vendor (“Quality Parameters”). 
ii. Where sample Products do not satisfy the Quality Parameters, the Company shall inform
the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve
or upgrade all the relevant Products so as to make them comply with the Quality
Parameters. The Vendor shall thereafter provide fresh sample Products to the Company out
of such replaced, repaired or improved or upgraded Products and the process of assessing
the quality thereof shall be carried out again. 
iii. Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure
that such Supplier repairs or improves or upgrades or replaces all the relevant Products so
as to make them comply with the Quality Parameters. Such repaired or improved or
upgraded or replaced Products shall also be subject to assessment based on the Quality
Parameters. 
 

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iv. Prior to the Product(s) being displayed / advertised on the Portal, the Vendor shall, within
7 (seven) business days, ensure the availability of the Products (the samples of which have
satisfied the Quality Parameters as stated above) for servicing customer orders, and provide
the stock summary to be uploaded on the site (“Stock Statement”). 
 
v. Further provided that in the event that due to any reason the Product(s) in respect of which
the Stock Statement has been furnished become unavailable in the stated quantities, the
Vendor shall immediately, from such Product(s) or stated quantities thereof becoming
unavailable, update the inventory on site. 
vi. In case, the Vendor is unable to make the Product available for display and delivery through
the Portal for at-least a period of 30 (thirty) days, the Vendor shall be liable to pay the
product value to the Company.
 
d. Ordering, Packaging and Delivery:
i. The Portal will enable Customers to place orders for the Product(s) or book any Product(s) 
in advance, they wish to purchase on the Website for which customer can set the date and
shall pay a full amount on the advance date. 
ii. Upon receiving the confirmation of the order by the Customer, the Company will update
the details of the confirmation of the order on the internal portal which the Company shall
maintain for the Vendor and SMS and mail shall be sent to the customer stating the
expected delivery date and other relevant information related to the delivery of such order. 
iii. The Vendor hereby irrevocably confirms that upon receiving the confirmation of the order
by the Customer in respect of any Product, the Company shall be entitled to, and be deemed
to have been authorized by the Vendor, to collect directly or through its nominees or third
party service providers, the relevant Product(s) from the Vendor for the purposes of
delivering to the Customer on behalf the Vendor, within 24 hours of the confirmed order
being received on the Portal. The Vendor will use packing material mutually agreed with
the Company to package the Product and keep it ready for collection. The materials and
collaterals to be used for outermost package layer shall be provided by the Company. 
iv. The Vendor shall ensure to provide all relevant authorisations in favour of the Company to
facilitate aforesaid collection of the relevant Products from the Vendor. 
v. Before arranging the delivery of the relevant Products to the Customer on behalf of the
Vendor as a service provider, the Company may verify, on behalf of the Vendor as a service
provider, the consignment against the confirmed order placed by the relevant Customer,
and such other Quality Parameters as may be reasonably required or specifically instructed. 
vi. For the avoidance of doubt, it is hereby clarified and the Parties agree that by carrying out
the quality assessment exercise on behalf of the Vendor of the Products envisaged as above,
the Company is not assuming any liability or responsibility for such exercise or arising in
connection therewith. 
 

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vii. The Company shall deliver and ship the products to the Customer through its shipping
partner “Shiprocket” in accordance with Shipping policy. 
 
viii. The Company shall take all commercially reasonable steps to keep the Customer informed
of any delays which may take place in the delivery of any Product.
 
e. Invoicing and Collection and Payments:
i. The Vendor will generate, print and issue an invoice for the purchased Product to the 
Customers from the Vendor portal provided by the Company. At times, the Invoice may
contain some additional shipping, Cash on Delivery (COD) or any other charges charged
to the Customer based on the Company’s policy from time to time. The Vendor agrees to
book the same in their books against which the Company will raise a debit note to the
Vendor for equivalent amount resulting in no gain/ loss to the Vendor. 
ii. It is agreed that the Vendors who have opted to bear the freight charges under the Vendor
Agreement will be liable to pay the following charges: 
 For every order shipped and every order returned and replaced the shipping amount
shall be as per standard rates of our shipping partner “Shiprocket”. 
iii. The Company shall collect the payments from the Customers on behalf of the Vendor as
its service provider.
 
4. Payment Terms
a. The Customers shall be given the choice to make payments for the purchase of the Product 
by way of online payments, cash on delivery, PSB or any other legal methods of payment
as may be available on the Portal from time to time.
 
b. The Company shall generate and provide to the Vendor fortnightly reports of the Products
that are being delivered which reports shall contain details of the orders placed, the sale
amounts invoiced, sales not delivered and hence return to origin (RTO) and any returns by
the Customer as per the R&R Policy (as defined below) (“Reports”). 
 
c. The Customer will get a notification by mail on the first day and a second notification on
the last day of TAT (auto generated mail by the system) once the booking is done. 
 
d. It is hereby clarified that Company shall not be required to provide any other information
(including any confidential information or any information about the Customers) to the
Vendor vide such Reports or otherwise and any such information shall be the proprietary
information of the Company.
 
 

5 
e. The payment of sale proceeds of the Products by the Company to the Vendor shall be on a
fortnightly basis. At the expiry of every  _________ calendar days from a fortnight (each
a “relevant fortnight”), the Company shall remit to the Vendor the sale proceeds of the
Products which have been duly delivered to the Customers during a relevant fortnight after
deducting there from (i) the Company’s Margin on the Products sold and delivered to the
Customers as agreed in the Vendor Agreement ("Margin”); (ii) any other costs incurred by
the Company in relation to provision of other Services, as agreed under the Vendor
Agreement (including without limitation the shipping charges, COD charges,
advertisement costs etc.); (iii) any adjustments for any RTO and returns received from the
Customers within ______ months from the date of delivery of Products to a Customer; and
(iv) all other amounts due and payable by the Vendor to the Company on accordance with
these Terms & Conditions and/or the Vendor Agreement.
 
f. The Margin retained by the Company shall be subject to applicable withholding taxes
(wherever applicable). Accordingly, the Company shall reimburse the Tax Deduction at
Source (TDS) amount so deductible on the Margin to the Vendor (if and as agreed in the
Vendor Agreement). The Vendor shall issue a TDS certificate to that effect to the Company
within 30 days of the end of a calendar quarter failing which the Vendor shall be liable to
pay/reimburse to the Company such TDS amount. The aforesaid amounts shall be adjusted
in the ensuring fortnightly payment by the Company to the Vendor. 
 
5. Return & Refund
a. The Company has a Return and Refund Policy (“R&R Policy”) which is applicable to the 
 
sale of Products through the Portal.
 
b. The Vendor has been provided a copy of the R&R Policy or has been given access to the
R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are
acceptable to the Vendor.
 
c. The Company shall prominently display the R&R Policy on the Portal so that the
Customers are aware of the R&R Policy.
 
d. If a Customer places an order, he shall be entitled to receive Profit Sharing Balance (PSB)
after the order is delivered and has passed the return refund period. Until such period, the
PSB shall reflect in the account  but not accessible to the Customer. Once, the return refund
period is passed the Customer shall have an access to use such reflecting PSB coins.    
 

6 
6. License to Make Use of Intellectual Property
a. The Vendor hereby grants to the Company for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Company
as contemplated hereunder. 
b. In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain
all applicable licenses and consents for the use of such Supplier’s Intellectual Property in
connection with the Product being sourced from such Supplier for the purposes of
providing the Services by the Company, prior to the display / advertising of such Products
on the Portal. A ‘no objection certificate’ in this regard shall also be procured by the Vendor
from the Supplier in the format annexed to the Vendor Agreement and the same shall be
submitted with the Company prior to display of such Products on the Portal. In the event
the Company receives a claim and/or notice from an owner/manufacturer of products
regarding infringement of its intellectual property rights, the Company shall forward such
claim to the Vendor and the Vendor shall be liable to defend such claims and keep the
Company harmless and indemnified against the same. The Company may also provide all
necessary information regarding the Vendor to any such party from whom a genuine claim
has been received by the Company and the Vendor shall have no objection to the same.
The Company may further take any other appropriate legal action against the Vendor, as it
may deem fit, in this regard. 
c. It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers
are granted in favour of the Company except the limited license to use the Intellectual
Property for the purposes of providing the Services by the Company. 
d. The term “Intellectual Property” shall mean and include logos, trade names, brand names,
trademarks, copyrights and other relevant intellectual property rights relevant to the
advertisement and sale of the Products.
 
7. Obligations of the Vendor
a. The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and 
aftersales services relating to the Products as per its standard product warranty and
maintenance contracts and shall keep the Company fully indemnified in this regard.
 
8. Obligation of the Company
a. Company shall take reasonable steps to specify for Customer awareness on the Portal, the 
warranty period and terms of such warranty as communicated to it by the Vendor in relation
to the Products displayed on the Portal. 
b. The Company shall maintain the proper and valid registration of its domain name in
relation to the Website during the Term at its own costs.
 
 

7 
9. Title and Risk in relation to the Products
a. No risk or title to the Products shall pass to the Company at any point of time for any reason whatsoever. The title and risks to the Products shall be deemed to pass directly from the
Vendor to the Customer upon delivery of the Products to the Customer and payment of the
consideration for the Products by the Customer. 
b. Notwithstanding anything to the contrary contained herein, it is clarified and agreed that
any and all liabilities arising in connection with any defect, fault or shortcoming in the
Product(s) shall be of the Vendor or its Supplier alone and this provision shall survive the
termination of the Vendor Agreement together with these Terms & Conditions.
 
10. Confidentiality
a. The Parties shall keep all negotiations confidential and maintain the contents of these 
Terms & Conditions together with Vendor Agreement in strict confidence and shall make
no announcement or disclosure without the prior written approval of the other Party save
in respect of (i) disclosures necessary to be made to each Party’s consultants, advisors,
employees / directors on a need-to-know basis and provided that such third parties are
bound by obligations of confidentiality; and (ii) disclosures required by law.
 
11. Termination
a. These Terms & Conditions shall become effective on the Effective Date as mentioned in 
the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated
between the Parties in accordance with the terms hereof (“Term”). 
b. The Vendor Agreement may be terminated by either Party in accordance with the
following: 
i. Upon material breach of these Terms & Conditions or Vendor Agreement by either
Party which is not cured within thirty (30) days of receipt of notification from the
non-breaching Party, the non-breaching Party shall be free to terminate the Vendor
Agreement forthwith; 
ii. Where any Party commits a material breach of the Terms & Conditions and in the
reasonable opinion of the non-breaching Party, such breach is not capable of cure,
the non-breaching Party shall not be obliged to provide a chance to cure the breach
but shall be entitled to terminate the Vendor Agreement forthwith. 
iii. Either Party may terminate the Vendor Agreement upon one month’s prior notice in
writing if (a) the other Party is adjudged bankrupt, or makes a general assignment for
the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial
portion of its assets and is not discharged within thirty (30) days after his
appointment; or (c) such Party commences any proceeding for relief from its creditors
in any court under any insolvency statutes. 
 

8 
iv. The Company may (a) forthwith terminate the Vendor Agreement where the
Company reasonably believes that the Vendor’s actions or omissions have
prejudicially affected the reputation of the Company and / or the Website; or (b)
terminate the Vendor Agreement by giving a one (1) month’s notice in writing to the
Vendor. (c) Consequences of Expiry/Termination: Upon termination of the Vendor
Agreement:
 
 The Company shall be entitled to remove the Products of the Vendor displayed
on the Portal and/or advertised on the Portal. 
 All orders in relation to the Products of the Vendor that have been received prior
to the termination of the Vendor Agreement and all obligations to return the
Product and/or refund the amount paid by the Customer which may arise in the
period after the date of termination hereof, shall be honoured and completed,
notwithstanding any termination hereof, in accordance with the terms of these
Terms & Conditions and the R&R Policy; and the Vendor agrees and undertakes
to co-operate with the Company for the same. 
 The Vendor shall forthwith without delay or demur make payment of all
outstanding amounts that are due to the Company under the Vendor Agreement,
including any amount refunded by the Company to the Customer after the
termination, which shall be paid by the Vendor to the Company immediately
upon receipt of any demand from the Company in this regard. 
 The Company shall within fifteen (15) days of the date of termination, make
payment of all outstanding amounts that are due to the Vendor in accordance
with the terms of this Agreement. 
 The rights and obligations of the Parties which have arisen hereunder up to the
time of termination shall not be affected. 
 Within thirty (30) days from the date of termination, the Company will provide
an affirmation via Email to the Vendor regarding the conformation of No Dues
being accepted by the Company. 

12. Intellectual Property Rights 
a. The Company shall own all rights in any intellectual property created by the Company
under these Terms & Conditions, including material, designs, graphics created and / or
developed by the Company. 
b. Subject to the provision of contained herein, the Company owns and shall exclusively own
all rights (including all intellectual property rights), title and interest in respect of the Portal
/Website.

 
 

9 
13. Representation and Warranties of the Vendor
a. The Vendor has all rights (including all Intellectual Property rights), approvals and 
consents from any third parties (including Suppliers) required to enter into and perform the
Vendor Agreement together with Terms & Conditions and to supply and sell the Products
as contemplated hereunder. 
b. The Vendor has procured all necessary registrations/permits as required under applicable
laws for sale of Products through the Portal (including without limitation registration under
applicable laws pertaining to sales tax and VAT of the relevant states). The Vendor further
represents that the Vendor shall be solely responsible for collection and payment of
applicable taxes with respect to the sale of the Products to the relevant government
authorities in a timely manner and the Company shall not be responsible nor held liable for
any non-compliance/contravention of applicable tax laws by the Vendor. The Vendor
hereby agrees to keep the Company harmless and indemnified in this regard. The indemnity
obligations of the Vendor contained herein shall survive the termination of the Vendor
Agreement together with these Terms & Conditions. 
c. The Vendor has a valid, clear and marketable title to all the Products being displayed,
advertised and sold through the Portal under the terms of the Vendor Agreement. 
d. All the Products are genuine, merchantable, marketable and of the quality and nature as
described by the Vendor to the Company and displayed on the Portal. The Products are
genuine, new and are not counterfeit products. 
e. The Vendor has valid, clear and full rights / entitlement to use the trademarks, designs,
copyrights of or related to the Products or its packaging used in connection with display
and advertising of the Products by the Company. 
f. The Vendor agrees to add link of Payoffretail: www.payoffretail.com/
www.payoffretail.in/ www.payoffretail.co.in with text “Find us_______” on their website/
blog. 
g. Further, as per Information Technology (Intermediaries Guidelines) Rules, 2011, the
Vendor agrees and undertakes that it shall not provide photographs/images of Products for
display, upload, modify, publish, transmit, update or share any information or share/list(s)
any information relating to the Product that: 
i. 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; 
ii. harm minors in any way;
iii. infringes any patent, trademark, copyright or other proprietary rights;
iv. violates any law for the time being in force; 
v. deceives or misleads the addressee about the origin of such messages; 
 

10 
vi. communicates any information which is grossly offensive or menacing in nature;
vii. impersonate another person; 
viii. contains software viruses or any other computer code, files or programs designed
to interrupt, destroy or limit the functionality of the Company’s Website or Portal;
or 
ix. 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 cognisable offence or prevents investigation of any offence or is insulting
any other nation 
14. Indemnity
a. Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold 
harmless the other Party and the other Party’s officers, directors, employees and agents (
collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses
(including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered,
by the Indemnified Party that arise out of or in any way relate to, or result from any breach
by the Indemnifying Party of any of the provisions of the Vendor Agreement together with
the Terms & Conditions (including, without limitation, any of the representations or
warranties of the Indemnifying Party set forth herein), or negligence, fraud or wilful
misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding
brought by a third party that involves, relates to or concerns a violation or other breach by
the Indemnifying Party of any of the provisions of the Vendor Agreement together with
Terms & Conditions (including, without limitation, any of the representations or warranties
of the Indemnifying Party set forth herein) or the negligence, fraud or wilful misconduct
of the Indemnifying Party. The Indemnified Party shall give prompt notice to the
Indemnifying Party of the existence and specifics of any such claims.
 
15. CODE OF CONDUCT
 
a. In using our Platform and Services, you agree to follow our Code of Conduct. Violation of
our Code of Conduct may result in the immediate removal of your access to the Platform.
 
16. Limitation of Liability
a. In no event shall either Party be liable to the other Party for any incidental, indirect, remote 
special, consequential or punitive damages, loss of goodwill or business profits, regardless
of the nature of the claim, even if such Party knew or should have known of the possibility
of such damages or claims. Company’s total liability (including for its indemnity
obligations), whether in contract, tort, or otherwise, arising out of or in connection with the 
 

11 
Vendor Agreement or Terms & Conditions shall not exceed the total Margin received by
the Company in the preceding ______months under the Vendor Agreement. 

b. To the fullest extent permitted by law, in no event shall Company, its affiliates, their
respective officers, directors, employees, or agents, be liable to you for any direct, indirect,
incidental, special, punitive, losses or expenses or consequential damages whatsoever
resulting from any (i) errors, mistakes, or inaccuracies of user-generated content or any
other content available at maestros’ platform, (ii) personal injury or property damage, of
any nature whatsoever, resulting from your access to and use of our maestros’ platform,
(iii) any unauthorized access to or use of our secure servers and/or any and all personal
information and/or financial information stored therein, (iv) any interruption or cessation
of transmission to or from the maestros’ platform, (iv) any bugs, viruses, trojan horses, or
the like, which may be transmitted to or through our maestros’ platform by any third party,
and/or (v) any errors or omissions in any user-generated content or any other content or for
any loss or damage of any kind incurred as a result of your use of any content posted,
emailed, transmitted, or otherwise made available via the maestros’ platform, whether
based on warranty, contract, tort, or any other legal theory, and whether or not maestros is
advised of the possibility of such damages. 
c. We understand that, in some jurisdictions, warranties, disclaimers and conditions may
apply that cannot be legally excluded, if that is true in your jurisdiction, then to the extent
permitted by law, maestros and its affiliates limit their liability for any claims under those
warranties or conditions to supplying you the maestros’ platform again. 
d. You specifically acknowledge that the maestros’ platform shall not be liable for user-
generated content or the defamatory, offensive, or illegal conduct of any third party and
that the risk of harm or damage from the foregoing rests entirely with you. 
e. By using our services, you agree that Company will not be liable for any indirect,
incidental, special or consequential damages, loss of revenue, and loss of data or emotional
distress resulting from your use of the Platform or services. We do not promise that the
content/tutorials on our site are error-free.
 
17. USER INFORMATION
 
a. Company may use the information it obtains relating to you, including your IP address,
name, mailing address, email address and use of the Content; for its internal business and
marketing purposes, and may disclose the information to third parties for such purposes.

 
 

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18. Penalty 
In the event of non-adherence of these Terms & Conditions by the Vendors resulting into the
occurrence of either of the following instances shall attract a penalty of INR _____ (Rupees
_______Only) per instance: 
a. inability to meet the orders, whether due to inadequacy of stocks or otherwise, in which
case the penalty shall be per order; 
b. Returns due to bad/defective product;
c. Returns due to wrong size of the products shipped by the Vendor;
d. Returns due to delivery of wrong products 
Vendor will incur penalty and will be charged with penalty equivalent to the product’s value plus
the shipping charges, the said penalty will be inclusive of return shipping charges. 
It is hereby acknowledged by the Vendor that out of the penalty amount, INR _______ will be
passed on by the Company to the Customer concerned (or customers in general) as an apology
gesture for less than satisfactory shopping experience in case such instances occur and the
remaining INR ___ shall be retained by the Company as costs of marketing/ processing the order.  
19. General Clauses
a. The Parties hereby agree that for the purposes of providing the Services and carrying out 
related functions in accordance with the provisions of Terms & Conditions, the Company
is hereby authorized as the agent of the Vendor to act in accordance with the terms herein
and other instructions of the Vendor. 
b. These Terms & Conditions together with Vendor Agreement is the complete and binding
agreement of the Parties with respect to the subject matter hereof. 
c. These Terms & Conditions are applicable for all Vendors and may be modified by the
Company from time to time with prior intimation to the Vendors. Vendors hereby agree to
be bound by such amended Terms & Conditions, as may be notified by the Company. 
d. The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities
under the Vendor Agreement or Terms & Conditions without the prior written consent of
the Company. 
e. The Parties agree that, having regard to all the circumstances, the covenants contained
herein are reasonable and necessary for the protection of the Parties. If any such covenant
is held to be void as going beyond what is reasonable in all the circumstances, but would
be valid if amended as to scope or duration or both, the covenant shall apply with such
minimum modifications regarding its scope and duration as may be necessary to make it
valid and effective. 
f. If any provision of these Terms & Conditions is held to be invalid or unenforceable in any
respect, such provision shall be modified to the extent necessary to render it, as modified, 
 

13 
valid and enforceable under applicable laws and such invalidity or unenforceability shall
not affect the other provisions contained herein. 
g. Except as expressly provided in this Terms & Conditions, no waiver of any provision shall
be effective unless set forth in a written instrument signed by the Party waiving such
provision. No failure or delay by a Party in exercising any right, power or remedy under
this Terms & Conditions shall operate as a waiver thereof. 
h. Each Party shall co-operate with the other Party and execute and deliver to the other Party
such instruments and documents and take such other actions as may be reasonably
requested from time to time in order to carry out, evidence and confirm their rights
hereunder and the intended purpose of these Terms & Conditions and to ensure the
complete and prompt fulfilment, observance and performance of the provisions contained
herein and generally, that full effect is given to the provisions of the Vendor Agreement
together with the Terms & Conditions.
 
20. Electronic Execution
a. These Terms & Conditions are being executed electronically and each Party recognizes 
that the same is validly executed under the Information Technology Act, 2000 and shall
form a binding agreement between the Parties and no Party shall claim invalidity of these
Terms and Conditions merely on the grounds that these Terms and Conditions are being
executed electronically. For the aforementioned purposes, the Parties hereby agree that
these Terms and Conditions are being concluded and executed at Surat, Gujarat.
 
21. Use Of Cookies
a. Company uses cookies to store visitors' preferences and to record session information, for 
 
purposes including ensuring that visitors are not repeatedly offered the same
advertisements and to customize newsletter, advertising, and Web page content based on
browser type and user profile information. 
b. We do not link the information we store in cookies to any personally identifiable
information you submit while on our site.
 
c. You may be able to configure your browser to accept or reject all or some cookies, or to
notify you when a cookie is set. However, you must enable cookies from Company in order
to use most functions on the site. 
d. Please note that Company allows third party advertisers that are presenting advertisements
on some of our pages to set and access their cookies on your computer. Advertisers' use of
cookies is subject to their own privacy policies, not the Company’s Privacy Policy. 
 

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22. Changes To This Agreement 
a. We reserve the right, at our sole discretion, to modify or replace these Terms of Use by
posting the updated terms on the Platform. Your continued use of the Platform after any
such changes constitutes your acceptance of the new Terms of Use.
 
b. Please review this Agreement periodically for changes. If you do not agree to any of this
Agreement or any changes to this Agreement, do not use, access or continue to access the
Payoff Retails’ Platform or discontinue any use of the Payoff Retails’ Platform
immediately.
 
23. Governing Law and Jurisdiction
a. These Terms and Conditions together with the Vendor Agreement shall be read and 
 
 
 
construed in accordance with the laws of India. All disputes arising out of or in relation to
these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive
jurisdiction of courts at Surat, Gujarat, India. 
 

                                                        THE END