Your use of Blue prism Networks (herein referred to as “COMPANY”) website www.cygrus.com (hereinafter referred to as "the Website") and its related sites, services and tools is governed by the following terms and conditions as applicable to the Website and the general principles for other COMPANY websites of our subsidiaries and international affiliates. The Website offers a trading platform between “Seller(s)” (herein also referred to as “Vendor”) and “Buyer(s)” and both are collectively known as “Users”. If you transact on any COMPANY website other than the Website, you shall be subject to the policies that are applicable to those COMPANY websites for such transaction. This User Agreement for the Website shall come into effect on 0000 hours India Standard Time 2nd July, 2016 ("User Agreement"). You are contracting with COMPANY LLP, a COMPANY incorporated under Companies Act, 2008 with registered office at 165, 13th Main, 4th Cross, HR Layout, Sector-5, Bangalore 560102, Karnataka (India).
For the purpose of the User Agreement, Registered User and wherever the context so require ‘You’ shall mean any natural or legal person who has agreed to become a member of the Website by providing Registration Data (as defined hereinafter) while registering on the Website as Registered User using the computer systems of the Website and accepted this electronic version / electronic record of the User Agreement and has allocated himself a unique identification user name (“User ID” and “Password”) to become Registered User by providing cell number and email id.
As a new Registered User, this User Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean your affirmative action in clicking on the ‘Submit’ button as provided on the registration page or such other actions that implies your acceptance.
If you do not agree or are not willing to be bound by the terms and conditions of this User Agreement and our Rules and Policies, please do not click on the "Submit" button and do not seek to obtain access to orotherwise use the Website.
COMPANY may amend this User Agreement and/or other Rules and Policies at any time by posting a revised version on the Website. All updates and amendments shall be notified to You via our Website’s Information Post. The revised version will be effective at the time COMPANY posts it on the Website. In addition, if the revised version of this User Agreement includes a Substantial Change, COMPANY will provide you with 10 days' prior notice of such Substantial Change. You are advised to regularly check for any amendments or updates to the terms and conditions contained in this User Agreement and in COMPANY Rules and Policies. For the purpose of this User Agreement, the term "Substantial Change" means a change to the terms of this User Agreement that reduces your rights or increases your responsibilities.
By impliedly or expressly accepting this User Agreement, You also accept and agree to be bound by COMPANY Rules and Policies as provided from time to time in the following hyperlinks:
1. COMPANY Rules and Policies.
Please note: various underlined words and phrases are hyperlinked to various rules and policies on the Website.
1. Membership Eligibility
Use of the Website is available only to persons who can form legally binding contracts under Indian Contract Act, 1872 or any equivalent Acts in their country of jurisdiction. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Website. If you are a minor i.e. under the age of 18 years, you shall not register as a member of the Website and shall not enquire or purchase any items on the Website. As a minor if you wish to purchase an item on the Website such purchase or sale may be made by your legal guardian or parents who have registered as users of the Website. COMPANY reserves the right to terminate your membership and refuse to provide you with access to the Website if it is brought to COMPANY’ notice or if it is discovered that you are under the age of 18 years.
- Business entity registration: If you are registering as a business entity, you represent that you are duly authorized by the business entity to accept this User Agreement and you have the authority to bind that business entity to this User Agreement.
- Individual User: If you are transacting as an Individual User, you shall not be allowed for all the privileges of the business entity member and there could be certain additional restrictions on you as an individual User for your purchase and the other functionality of the Website available to you.
2. Your Account and Registration Obligations
If you use the Website as Registered User, you are responsible for maintaining the confidentiality of your User ID and Password. If you use the Website as a Registered User you are responsible for maintaining the confidentiality of your email ID and cell number and for restricting access to your computer, computer system and computer network, and you are responsible and accountable for all activities that occur under your User ID and Password, email id and cell number as the case may be. Also as a Registered User, you shall ensure the physical security and possession of your cell phone. You agree, inter alia, to: 1. Provide true, accurate, current and complete information about yourself as prompted by COMPANY' registration form or provided by You (such information being the "Registration Data") and 2. Maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or COMPANY has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the User Agreement, COMPANY has the right to indefinitely suspend or terminate or block access of your membership with the Website and refuse to provide you with access to the Website.
3. Electronic Communications
When You use the Website or send emails or other data, information or communication to COMPANY, You agree and understand that You are communicating with COMPANY through electronic records and You consent to receive communications via electronic records from COMPANY periodically and as and when required. COMPANY will communicate with you by email or by electronic records on the COMPANY Website which will be deemed adequate service of notice / electronic record.
4. Fees and Services.
Membership on the Website is free for the initial trial period, as decided by Company, except for the corporate buyers and corporate sellers. COMPANY does not charge any fee for browsing and placing order on the Website during the trial period. Upon expiry of trial period, the registered user shall pay the Fee for using the website in advance.
4.1 Taxes and duties: You are responsible for paying all fees associated with the use of the Website and you agree to bear any and all applicable taxes, charges, cesses etc. levied thereon. All the Taxes within India are taken care by COMPANY and are deemed to be included in the prices and are shown explicitly. International users who are importing the products shall pay the respective country duties, any additional country specific local transportation and other applicable charges as additional payment, to the logistics partner to enable customs clearance and delivery of their order. In the case of customers importing goods into India, Additional customs duty is applicable and shall be collected from the customer accordingly prior to delivery or in advance before shipment.
4.2 Non-payment: COMPANY reserves the right to issue a warning, temporarily /indefinitely suspend or terminate your membership of the Website and refuse to provide you with access to the Website in case of non-payment of dues by you to COMPANY. COMPANY also reserves the right to take legal action in case of non-payment of dues by you to COMPANY.
4.3 Delays in payment of duties: In the event of your delay in payment of duties and customs clearance in your respective countries, you shall be liable to pay all the demurrages and applicable penalties in order to clear your shipment. COMPANY will not take any liabilities and the ownership responsibility is automatically transferred to you as the respective user.
4.4 Banned items: Buyer assumes the responsibility of checking for any imposed Bans on the goods imposed by their destination country where they are importing. COMPANY shall not assume any responsibility for transporting the goods back and no payment returns shall be applicable. Buyer also agrees to bear all legal and financial responsibilities in disposal of such goods imported by mistake by the buyer. COMPANY shall not indemnify any costs related to the mistakes of buyer or seller in such cases.
5. Use of the Website
5.1. You understand and agree that COMPANY and the Website provides hosting services to its Registered Users and persons browsing / visiting the Website.
5.2. You agree, undertake and confirm that your use of the Website shall be strictly governed by the following binding principles:
1.. "Your Information" is defined as any information you provide to us or other users of the Website ("Users") in the registration (as Registered User), enquiry and buying process or in the reviews area. You are solely responsible for Your Information, and we act only as a passive conduit for your online distribution and publication of Your Information pertaining to reviews.
2. Your Information (or any items listed):
You shall not host, display, upload, modify, publish, transmit, update or share any information or share/list(s) any information or item that:
(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) harm minors in any way;
(d) 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 items.
5.3 In the event that any transaction or attempted transaction relating to any item, good or service which violates this User Agreement or applicable law comes to your knowledge, you shall take all steps to inform COMPANYof the same.
5.4 You shall not, either alone or in conjunction with other Users, manipulate or attempt to manipulate the prices of any item or services being sold or purchased on the Website.
5.5 You shall not use the products sold in the Website for any kind of criminal activities and terrorism.
6. COMPANY is not and cannot be a party to:
(a) COMPANY does not manufacture any goods. Consequently, it does not make any representation or Warranty as to the item-specifics (such as quality, worth, marketability, etc.) of the items or services proposed to be sold or offered to be sold or purchased on the Website. COMPANY accept no liability for any errors or omissions, whether on behalf of itself or third parties.
(b) COMPANY 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 manufacturer product that you choose on the Website and use your best judgment in that behalf.
(c) You release and indemnify COMPANY and/or any of its employees and representatives from any cost, damage, liability or other consequence of any of the actions of the Website and specifically waive any claims that you may have in this behalf under any applicable law. Notwithstanding its reasonable efforts in that behalf, COMPANY cannot control the information provided by the manufacturers / suppliers which is made available on the Website. You may find other User's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and practice safe trading when using the Website.
7A. Your Consent:
8. Secured Payment Gateways
With our secured payment gateways Facility, Payments for items ordered on the Website can be made through the electronic or Cheque or Telex Transfer or Demand Draft transactions, as may be permitted by COMPANY in its sole discretion. Secured payment gateway Facility also enables automated collection and remittance services. Using the current Indian banking and credit/ debit/ card/ third party gateways and such other infrastructure directly through Bank or financial institution infrastructure or indirectly through Payment Aggregator or through any facility as may be authorized by the Reserve Bank of India for collection, refund and remittance, as the case may be of payment or supporting the same in any manner.
9. Wallet and Withdrawals
As part of the facility, Company provides wallet services for customers who want to pay their Vendors. The wallet is similar to a fund holding mechanism to enable customers to pay their multiple orders and subscriptions. The wallet could be filled via online transactions, cheques, Demand draft and Wire transfer. There is no additional charge for depositing money in the wallet. Customers can withdraw their amount from their wallet whenever they want by providing their account reference numbers. As far as possible, all online transactions will be paid via their same mode of payment. However, Company would charge a percentage fee for all withdrawals and the transfer takes anytime between 1 to 5 business days for the transaction to be effective after due diligent verification.
Without limiting other remedies, COMPANY may limit your activity, immediately remove your information, warn other Users of your actions, immediately temporarily/indefinitely suspend or terminate or block your membership, and/or refuse to provide you with access to the Website in the event, but not limited to:
2. If COMPANY is unable to verify or authenticate any information you provide; or
3. If it is believed that your actions may cause legal liability for you, other Users or COMPANY. COMPANY may at any time at its sole discretion reinstate suspended Users. A User that has been suspended or blocked may not register or attempt to register with COMPANY or use the Website in any manner whatsoever until such time that such User is reinstated by COMPANY. Notwithstanding the foregoing, if you breach the User Agreement or the documents it incorporates by reference, COMPANY reserves the right to recover any amounts due and owing by you to COMPANY and to take strict legal action including but not limited to a referral to the appropriate police or other authorities for initiating criminal or other proceedings against you.
11. Feedback and Reviews
We encourage registered buyers and sellers on the Website to provide feedback to each other after the transaction has closed, this helps all Users to know the quality and usage of a product or service rendered. After you conduct a transaction, if applicable, we encourage you to leave feedback of the product you purchased. Please remember that you cannot retract the feedback or reviews once you have left it. Your feedback will be displayed along with your user ID. COMPANY will not be responsible for the feedback that you post on the Website and you should be careful about making comments that are not factual in nature and should not post defamatory or illegal or offensive/obscene contents.
You may not take any actions that may undermine the integrity of the feedback system. If you continue to receive negative feedback ratings, COMPANY reserves the right to suspend your membership, and you will be unable to buy on the Website.
12. No Warranty
COMPANY and its suppliers, affiliates and service provider provide the Website and services "as is" and without any Warranty or condition, express, implied or statutory and specifically disclaim any implied Warranties of title, merchantability, fitness for a particular purpose and non-infringement. You expressly agree that your use of the Website at your own risk.
13. Limitation of Liability
In no event shall COMPANY or its suppliers, affiliates and service providers be liable for any direct, indirect, incidental, special, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Website and secure payment gateway Facility, its services or this agreement (however arising, including negligence).
COMPANY’s liability in any circumstance is limited to the payment made by you to COMPANY. COMPANY, its associates, affiliates and service providers and technology partners make no representations or Warranties about the accuracy, reliability, completeness, and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the Website or that the operation of the Website or Secure payment gateway Facility will be error free and/or uninterrupted. Consequently, COMPANY assumes no liability whatsoever for any monetary or other damage suffered by you on account of:
1. The delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Website or secure payment gateway facility; and/or
2. Any interruption or errors in the operation of the Website or Payment gateway Facility. You expressly understand and agree that shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if COMPANY has been advised of the possibility of such damages).
You shall indemnify and hold harmless COMPANY and (as applicable), subsidiaries, affiliates, third-parties and their respective employees, directors, partners, agents, from any claim or demand, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of your breach of the User Agreement, COMPANY’ Rules and Policies, or the documents they incorporates by reference, or your violation of any law, rules or regulations or the rights of a third party.
None of the provisions of the User Agreement shall be deemed to constitute a partnership or agency between you and Blueprism Networks and you shall have no authority to bind COMPANY in any manner whatsoever.
If any clause of the User Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the User Agreement.
This Agreement sets forth the entire understanding and agreement between You and COMPANY with respect to the subject matter hereof.
At COMPANY’ sole discretion, it may transfer its rights and obligations (also known as “assign”) under this Agreement without your prior express consent, provided that COMPANY assigns the Agreement on the same terms or terms that are no less advantageous to You.
16. Other Rules and Regulations
a) Enquiries should be very relevant, specific and clear.
b) Enquiries should be for your current requirement and immediate orders only. Do not post any budgetary quote requests or for future order requirements later than 2 months.
c) Do not post separate purchase requests for the same item as this will create confusion among Vendors.
d) System will generate emails to notify the status of your enquiry, quotes and orders.
e) In case of any violation, COMPANY shall have the right to take any actions including deleting your procurement data or suspending your account or deleting your membership permanently.
f) You undertake that you shall not publish any information or conduct any act whatsoever that infringe the rights of any third party, including but not limited to any intellectual property rights, rights of publicity, rights of personality, rights of privacy, and any other rights of third parties not specifically identified above.
g) COMPANY reserves the right to send you with quotations that only matches your requirements and it reserves the right to filter out any quotations that does not match the requirements including those with insufficient or missing information, quotes from banned Vendors or quotations that infringe any terms and conditions of the Website.
h) You shall not post any materials that are untrue, inaccurate, unlawful, invalid, or in violation of the Policies of the Website.
i) Payments made by buyer will be released to Vendor for any goods delivered by the Vendor to the buyer. It is the responsibility of buyer to “Accept delivery” of the goods delivered via the website. In such cases of failure of buyer to accept the delivery within a reasonable time frame, or cases such as expiry of the buyer’s membership, COMPANY reserves the right to release the amount to the Vendor upon documentation provided by Vendor to COMPANY.
j) You acknowledge and agree that the Website may use your product listings and related information, including but not limited to your product pictures, product listings, product specifications, and etc., to support and operate various programs, services, marketing initiatives, and other services for internal use only.
COMPANY will get involved in trade disputes for the items paid via the Website. If any dispute arises during use of the Website, between Vendor, User or Payment gateway or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the User Agreement, the dispute shall be referred to a sole Arbitrator who shall be an independent and neutral third party identified by COMPANY. The place of arbitration shall be Bangalore, India. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language. A nominal fee as decided by Company will be charged to both Vendor and Buyer for Company to get involved in the dispute resolution.
18. Trade Disputes
18.1 We adopt stringent policies to protect the legitimate rights and interests of the Vendors and buyers. You are deemed to have read and accepted the rules and regulations of using the Website.
18.2 COMPANY shall have the full discretion to handle any issues that have not been explicitly addressed in the Rules. COMPANY’s recommendations or determination on the trade disputes shall not be interpreted to exempt User’s legal liabilities in connection with any trade dispute.
18.3 COMPANY will register such serious trade disputes as Business Incidents and it reserves the right to suspend the buyer and or the vendor from conducting business using the Website depending upon the seriousness of the case as deemed by Company.
18.4 Vendors or buyers may register the Trade disputes under “Tickets” and categorize it as “Business Incident” for further handling.
18.5 It is the responsibility of the Vendors and buyers to provide proper evidences to COMPANY for addressing the business incident properly. In the absence of such evidences in proper time, COMPANY will intimate both the parties of such absence of evidences and close the complaint. Evidences shall include Invoice copy, Proof of delivery (POD), packing list, Inspection certificates, etc.,
18.6 In such case that the dispute cannot be amicably resolved by COMPANY, the Vendor or buyer may take it up with the respective legal entity and COMPANY will provide required documentation support for the case which shall include enquiries, clarifications, quotations, purchase orders and delivery information available with COMPANY pertaining to the dispute. Buyer and Vendor hereby agrees not to hold COMPANY responsible for any damages caused due to the dispute.
18.7 COMPANY recommends to settle any disputes through amicable resolution.
18.8 Vendor shall take full responsibility in case of forgery or falsification of documents, brand marks, certification, quality and inspection reports, any other reports, or uses without authorization the manufacturer’s name and supplies a spurious product to the customer.
18.9 If the products are destroyed or damaged for reasons of force majeure, accidents, problems with the carriers, or other reasons that are not attributable to the vendor, then the allocation of the risks shall be decided based on the terms of sale. If the contract did not specify the allocation of risks in the circumstances, then responsibilities and risks shall be allocated based on the provisions of the United Nations Convention on Contracts of International Sales of Goods and the International Commercial Terms (INCOTERMS). If the relevant risks shall be borne by the vendor, the vendor shall be responsible for the delivery or refund, etc. If the relevant risks shall be borne by the buyer, the vendor shall assist the buyer in making claims against the carrier. If the vendor refuses to provide such assistance, COMPANY shall have the right to suspend the vendor’s account(s).
18.10 COMPANY shall have the right to unilaterally determine whether any supporting documents are sufficient to prove any issue in dispute and whether any party is responsible.
18.11 Buyer and Vendor shall fulfill your obligations to make the payments and delivery of products as per agreed timeline. If either party is in breach of the agreed obligations, the party in breach shall be responsible. The party in breach shall be responsible to fulfill the obligations including but not limited to make payments, deliver products, fix exchange, and return products, supply to make up the shortage in the product quantity, make refunds.
19. Governing Law
The User Agreement, Terms and Conditions or the documents they incorporates by reference shall be governed and construed in accordance with the laws of India.
This document is an electronic record in terms of Information Technology Act, 2000 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.