Terms Of-Use
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Last Updated On 5th May, 2025

TERMS OF USE

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

Welcome to the udaan B2B wholesale cash and carry Platform.

This document is a legally binding agreement between Hiveloop E-Commerce Private Limited, a company incorporated under the Companies Act, 2013 with its registered office at 1st Floor of South Wing “TWA - SJR - The Hub” situated at Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka, PIN 560102, India (including its subsidiaries, group companies , and affiliates, as may also be referred to as “we”, “us”, “our” or “udaan” hereinafter, as the context requires) and Buyer (as defined below) (acting by itself or through its representatives, as the case may be, referred to as “you”, “your”, “User”, “Buyer” hereinafter) who accesses or uses or transacts on [www.udaan.com] website and udaan mobile application ( “Platform”) and purchases Products for business to business (“B2B”) commercial purposes only.

By accessing or signing up to the Platform and/or Services (as defined below), you agree to be bound by these Terms, any additional terms (including pertaining to specific offers, promotions, discounts, etc), conditions, guidelines and rules that we provide to you, including in connection with your use of the Services that we may offer or make available to you, other rules and policies of the Platform (including but not limited to Return Shipment Policy, Undelivered Shipment Policy, Shipment Policy, and Anti-Counterfeiting Policy, Privacy Policy) (collectively referred to as “udaan’s Policies”) as may be amended, modified or replaced from time to time. Please read them carefully.

We retain an unconditional right to modify or amend the Platform Policies. We, at any time, have the right to add to and/or alter, modify, change or vary all or any of the Terms or to replace wholly or in part, the contests, offers, schemes, promotions etc. with another contest, offer, scheme, promotion etc. or to withdraw it altogether. User can determine when these Terms were last modified by referring to the “Last Updated” legend above. User can access the latest version of these Terms at any given time on our Platform. User should regularly review the Terms on the Platform. User's continued use of and access to the Platform shall be User's consent to such changes. In the event the modified Terms are not acceptable to User, User should discontinue accessing the Platform.

Upon your request in writing, we may also make these Terms and Privacy Policy available to you in one of the languages specified in the Seventh Schedule of the Constitution of India. You may send such request to us on [email protected]. Upon receipt of such request, we will share the Terms in the language so opted by you within seven (7) working days. In case of any discrepancy between the English version of the Terms and version in language so opted by you, the English version shall prevail.

PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES PROVIDED BY THE PLATFORM OR UDAAN.

  1. DEFINITIONS

For the purposes of this document, the following capitalised terms shall have the following meaning:

  1. “Applicable Law(s)” shall mean any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, enactment, regulation, ordinance, rule, judgment, notification, direction, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Terms or at any time thereafter.
  2. “Business Day” shall mean Monday to Saturday, 10:00 am to 07:00 pm and shall not include such days on which the banking institutions in India are authorized or obligated under the Applicable Laws to remain closed;
  3. “Buyer” shall mean business users, holding valid and current business registration documentation, including but not limited to a Goods and Services Tax (GST) registration certificate, trade license, and/or any other legally recognized business identification document, as required under Applicable Laws, who access, use, or transact on the Platform, avail Services or purchase Products from it solely on a business to business (“B2B”) basis for commercial purposes and not for personal consumption.
  4. “Consignee” shall mean the Buyer or any person named in the Delivery Note or his/her representatives that takes the delivery of Shipment being transported.
  5. “Dangerous Goods” includes products that are or may become dangerous, hazardous, inflammable, radioactive, or of damaging nature including products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests; provided however that, household insecticide products shall not constitute Dangerous Goods.
  6. “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and Cash on Delivery details (if applicable).
  7. “Governmental Authority” shall mean any:
    1. government (central, federal, state or otherwise) or sovereign state;
    2. any regulatory bodies, including the RBI and the Securities and Exchange Board of India;
    3. any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof; or
    4. international organization, agency or authority,
    5. including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law (to the extent acting in its capacity as a government entity and not as a contracting or private party);
  8. “including” herein shall always mean “including, without limitation”.
  9. “Order(s)” shall mean order placed by Buyer for purchasing Products / Services on the Platform.
  10. “Order Detail(s)” shall mean the details relating to the Order, including without limitation, the description of Products, details of udaan and the Buyer, date of order placement, total amount payable by the Buyer, delivery date, mode of payment, unique order number (AWB number) etc.
  11. “Platform Content” shall mean any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform;
  12. “Product(s)” shall mean goods of any categories (other than Dangerous Goods).
  13. “Services” shall mean services to enable cash and carry wholesale trading as provided through the Platform including:
    1. enabling Buyers to discover Products and order them;
    2. sale of Products to Buyers;
    3. tracking Shipments, Products and other logistics services provided by us or our sub-contractors;
    4. processing payments (including payment which are processed through integrated third-party service providers);
    5. offering credit and financing solutions in relation to Products; and/or
    6. any additional services provided, offered or introduced by us to enhance business transactions on the Platform.
  14. “Shipment(s) / Consignment(s)” means all Products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.
  15. “User Content” shall mean any information, content or material of the Buyer that is on the Platform.
  1. EFFECTIVE DATE

These Terms of Use shall come into force with effect from 0000 hours of 7th April 2025.

  1. ELIGIBILITY

Your acceptance of these Terms implies that you have the capacity to enter into a legally binding contract as per the Indian Contract Act, 1872. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including without limitation, minors, un-discharged insolvents, etc. are not eligible to use the Platform. For the purposes of these Terms, the term ‘persons' shall mean any sole proprietor, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other body corporate duly incorporated under the laws of India.

  1. PROVISION OF SERVICES
    1. You must register on the Platform in order to access and use the Services. Further, udaan reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that udaan may impose in its discretion. 
    2. In case you avail services while accessing the Platform, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third-party service provider(s), as the case may be. udaan disclaims all liability for any claims that may arise pursuant to your use of services provided by such third-party service provider(s).
    3. User agrees and confirms that udaan may charge commissions, transaction fees, or other charges for the use of certain features on the Platform. Any applicable fees will be communicated to Users in advance.
    4. User agrees and confirms that any Products/Services provided to User by udaan are on best efforts basis and udaan may engage services of third-party service provider(s) to facilitate such Services to User. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.
    5. User agrees and confirms that it will comply with Applicable Laws and udaan's Policies while availing the Services. udaan may suspend or terminate User's access for any violations, fraudulent activities, or misuse of the Platform.
    6. User acknowledges that the Services are being provided to you on a ‘as is' and ‘as available' basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.
    7. udaan may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with udaan.
  2. USER ACCOUNTS AND VERIFICATION OF ACCOUNT
    1. You must be registered on the Platform to access or avail the Products and Services. While registering the User account on the Platform you will be required to furnish details about you and with respect to your business including without limitation, business name, GSTIN, PAN, TAN, Udyog Aadhaar, address, phone number, geographical location, image of the place of business and/ or any other information that udaan may require you to provide.
    2. You agree and acknowledge that you will transact on the Platform only for your business purposes that is for purchase of Products for further distribution or sale and not for personal use or consumption. Except with udaan's approval, one User may only register one account on the Platform. udaan may cancel or terminate an User's account if udaan has reasons to suspect that the User has concurrently registered or is controlling two or more accounts. Further, udaan may reject User's application for registration for any other reason whatsoever, without assigning any reasons to the User.
    3. A set of User ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your User account on the Platform or by using the unique OTP will be deemed to have been authorised by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by you.
    4. You acknowledge that it is your responsibility to maintain the confidentiality of your account credentials and all activities occurring under your account.
    5. udaan reserves the right to verify, approve, suspend, or reject any account at its discretion, including requesting additional information / documents for verification.
    6. When you access the Platform, you are electronically communicating with udaan. udaan may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from udaan with respect to your use of the Platform and it shall be deemed by your continued use of the Platform that you agree and consent to receive any communications from udaan. 
    7. You agree and acknowledge that we may directly or through a third-party service provider in accordance with the terms of the Privacy Policy validate the information provided by you on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of your User account information. If any information provided by you is found to be incorrect or misleading, udaan reserves its right to take appropriate steps as set forth under Paragraph 5 of these Terms. For the purposes of verification of your account information, you agree that we may share your information with such third-party service provider in accordance with the terms of the Privacy Policy.
  3. OBLIGATIONS OF USERS
    1. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Platform Content, and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with udaan, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through deep-link, page scrape, robots, spiders, automatic devices or manual processes).
    2. udaan may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such third party's terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that udaan has no control over such third parties' websites and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites.
    3. You agree not to undertake any action which may undermine the integrity of udaan's feedback system.
    4. By posting or displaying User Content on the Platform or providing any User Content to udaan or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to udaan to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to udaan that you have all the rights, power and authority necessary to grant the above license.
    5. User agrees, undertakes, and confirms that User's use of Platform shall be strictly governed by the following binding principles:
      1. User shall not host, display, upload, modify, publish, transmit, store, update or share any information which:
        1. belongs to another person and to which User does not have any right to;
        2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy including bodily privacy, hateful, racially or 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 or otherwise inconsistent with or contrary to the laws in force;
        3. is misleading in any way;
        4. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
        5. harasses or advocates harassment of another person;
        6. involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming” or messages using udaan's communication Platform;
        7. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
        8. 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;
        9. 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;
        10. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
        11. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
        12. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
        13. contains video, photographs, or images of another person (with a minor or an adult);
        14. engages in commercial activities and/or sales without prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of “virtual” products related to the Platform. Throughout this Terms, udaan's prior written consent means a communication coming from udaan's Legal Department, specifically in response to your request, and specifically addressing the activity or conduct for which you seek authorization;
        15. solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
        16. interferes with another user's use and enjoyment of the Platform or enjoyment of any similar Services;
        17. refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
        18. harm minors in any way;
        19. 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;
        20. violates any law for the time being in force;
        21. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
        22. impersonate another person;
        23. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
        24. 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;
        25. directly or indirectly, offers, attempts 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;
        26. create liability for udaan or cause udaan to lose (in whole or in part) the Services of our internet service provider (“ISPs”) or other suppliers;
        27. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
      2. User shall not make any defamatory or denigrating statement(s) about udaan, or our brand name or domain name used by udaan including the terms [udaan, , udaan.com, and udaanpay] or otherwise act in any manner that might tarnish the reputation or standing, of udaan or Users on the Platform or otherwise tarnish or dilute any of udaan's trademarks, service marks, trading name, or the goodwill associated with them.
      3. User shall at all times ensure full compliance with Applicable Laws.
      4. User shall not attempt to gain unauthorized access to any portion or feature of the Platform (such as profiles, blogs, communities, account information, bulletins, friend request etc.), 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.
      5. Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform, or any network connected to the Platform. User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other User, including any account on the Platform not owned by User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User's own information, as provided for by the Platform.
      6. You agree to indemnify udaan, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) your submission, posting or display of any User Content; (ii) from your use of the Platform or Services; (iii) from your breach of the Terms or breach of any Applicable Laws, including tax laws; (iv) any service availed by you from a third party service provider using any dispute inter-se Users; and/or (vi) your negligence or willful misconduct.
      7. User shall at all times, adhere to our Code of Conduct available here, while engaging with udaan and / or the Platform and discharging its obligations under the Terms. udaan shall retain the right to audit User to ensure compliance with our Code of Conduct. Accordingly, you should ensure that:
        1. You and your employees, sub-contractors, service providers, etc., shall comply with all applicable modern slavery and human trafficking laws in force;
        2. you do not, whether directly or indirectly, use any forced/bonded labor or human trafficking in your organization and you do not require your employees, contractors, etc., to maintain monetary deposits or safekeep any identity documents as terms of their service with you;
        3. you do not employ whether directly or indirectly, any child labor and all your employees are above the minimum legal age;
        4. your employees are provided fair wages and are provided fair working conditions;
        5. you are an equal opportunity employer and do not discriminate on grounds of gender, race, religion, caste, or any other socio- economic background;
        6. you respect the employees' right to freedom of association;
        7. your employees have the right to leave the employment and are not continuing with the employment under coercion or duress; and
        8. your employees have adequate grievance redressal mechanism to raise any concerns related to modern slavery.
  1. TRANSACTIONS BETWEEN UDAAN AND BUYER
    1. [All Products and Services listed on the Platform will be sold exclusively by udaan, and udaan will have sole control over any advertisements, exhibitions, offers, or transactions related to the sale or purchase of Products and Services on the Platform.]
    2. Upon delivery of the Products, the risk in the Products shall pass to the Buyer. However, the title of Products shall remain with udaan until payment for the Products is made. It is hereby clarified that udaan shall have no liability or responsibility of any nature whatsoever towards any kind of loss or damage to the Products suffered by you. Buyer acknowledges and undertakes that it is transacting on the Platform at its own risk and is using its best and prudent judgment before entering into any transactions through the Platform.
    3. Buyer shall ensure that any Product returned shall be returned in accordance with the 'Return Shipment Policy'.
    4. All orders placed by the Buyer on the Platform will be deemed as a valid Order by you and udaan will, notify through the Platform, the acceptance or non-acceptance of such Order within the timeline solely determined by udaan. Upon acceptance, each Order will be a separate and distinct contract for the sale and purchase of Products between the Buyer and udaan. The Buyer will not be entitled to make any changes in the Order once it is accepted by us.
    5. We reserve the right, at our sole discretion, to refuse or cancel any Order for any reason whatsoever before delivering the Products to you. You can cancel the Order any time before we accept your Order.
    6. The Products shall be sold by udaan and purchased by Buyer at the price agreed upon at the time of placing of an Order. Price mentioned on the invoice issued by udaan to you shall be final and binding and shall include all taxes, levies, duties and other charges including Goods and Services Taxes (GST) and other local levies prevailing at the time of delivery and shall be charged to your account.
    7. We shall be solely responsible for raising invoices directly to the Buyer for Products sold by
    8. Buyer agrees that udaan shall not be liable for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may occur/ arise as a result of or in connection with any risk related to transaction. Buyer agrees to release and indemnify udaan (and our agents, affiliates, employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with any transaction.
    9. Buyer acknowledges that udaan shall neither be liable nor responsible for any actions or inactions of the Buyer nor any breach of conditions, representations or warranties of the Products and hereby expressly disclaims any and all responsibility and liability in that regard. The Buyer shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required under applicable law) regarding the right and authority (if required under applicable laws) to re-sell, trade, re-distribute or export or offer to sell, trade the products or services and such sale, trade, distribution or export or offer does not violate any Applicable Laws.
  2. USER'S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

You represent, warrant and agree that:

  1. You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
  2. You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
  3. You will use the Platform and Services for business purposes only;
  4. You will not use or access the Platform for your personal purposes and any Products that your purchase shall be for commercial purposes and not for personal consumption;
  5. the address you provide when registering your account on the Platform is the User place of business of your business entity;
  6. Your business is validly existing and incorporated / established as per the provisions of Applicable Laws;
  7. You acknowledge and agree that you are solely responsible for:
    1. obtaining and maintaining all necessary licenses, registrations, permits, and authorizations required under the Applicable Laws for the purchase, storage, distribution and resale of the Products, as applicable;
    2. purchasing, storing, distribution, selling, handling, and using the Products in compliance with all Applicable Laws including but not limited to Food Safety and Standards Authority of India (FSSAI) and the Drugs and Cosmetics Act, 1940, etc. (to the extent applicable); and
    3. any other Applicable Laws governing the purchase, sale and distribution of Products from the Platform;
  8. You shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required) regarding the User Content submitted, posted or displayed;
  9. any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party;
  10. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current and complete;
  11. You will maintain and promptly amend all information and material to keep it true, accurate, current and complete;
  12. You may be required to promptly furnish additional documents or information as and when requested by udaan to continue using and accessing the Platform and availing the Services. You agree to promptly provide such additional documents and information, failing udaan reserves its right to take appropriate measures as set out under Paragraph 7 (Breaches and Suspension) of the General Terms; and
  13. You consent to the inclusion of the contact information about You in udaan's database and usage of the same as per udaan's privacy policy. 
  1. BREACHES AND SUSPENSION
  1. If any User breaches any Terms, or if udaan has reasonable grounds to believe that a User is in breach of any Terms, or could subject udaan or its affiliates to liability, or is otherwise found inappropriate or unlawful in udaan's opinion, udaan shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
    1. suspending or terminating the User's account and any and all accounts determined to be related to such account by udaan in its discretion;
    2. blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;
    3. removing any product listings or User Content that the User has submitted, posted or displayed;
    4. withhold settlement of payments by udaan to the User;
    5. any other corrective actions, discipline or penalties as udaan may deem necessary or appropriate in its sole discretion.
  2. udaan does not pre-screen User Content and udaan is under no obligation to pre-screen any such content or information. However, udaan may at its discretion and/or in accordance with Applicable Law voluntarily take down any content or information posted by you on the Platform and if udaan determines that any content or information is in violation of these Terms, udaan may remove such content or information from the Platform without notice. Such actions do not impose any liability on udaan with respect to content or information posted, published or transmitted by users on the Platform.
  3. In the event a User becomes inactive or if no transaction is noticed by udaan, in such a case udaan reserves its right to deactivate or suspend a User's account in its sole discretion, with or without giving any notice to the User.
  4. udaan reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against User. Further, udaan may disclose the User's identity and contact information, if requested by any third party, government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.
  5. If it comes to the knowledge of udaan or udaan reasonably believes that any User has availed any Services to obtain any Product for its personal use or consumption or for any purpose other than a commercial purpose, udaan shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User's account and any and all accounts determined to be relation to such account.
  1. PAYMENTS
  1. Upon placing an Order on the Platform, a Buyer can opt to make payment for the Products purchased by using any of the modes of payment provided by us / our third-party service providers on the Platform, from time to time. However, it is hereby clarified that if the Buyer opts to make payments through any such mode made available by us or any third-party engaged by us for this purpose then we or the third-party engaged by us for the same shall only act in a fiduciary capacity.
  2. In connection with processing payments for any Order, your information such as name, bank details, and billing address (“Payment Details”) may be provided either to udaan or the third-party payment processor. By providing the Payment Details, you represent, warrant, and covenant that: (i) you are legally authorized to provide such Payment Details; (ii) you are legally authorized to perform payments using such Payment Details; and (iii) such action does not violate the terms and conditions applicable to your use of such Payment Details or Applicable Law. You may add, delete, and edit the Payment Details You have provided from time to time through the Platform.
  3. If the Buyers are directed to a third-party payment processor from the Platform, they may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Buyers are requested to review such terms and conditions and privacy policy before using such third-party websites. User(s) providing billing information, delivery address or other contact information of its end user/consumer to udaan or other delivery service provider, shall ensure that it has necessary consents and approvals from the respective end user/consumer as may be required under Applicable Laws.
  4. For enabling payment facility for the Buyer using a credit card, udaan may charge a convenience fee (including GST) from the Buyer. Such convenience fee (including GST) shall be visible on the payment page at the time of checkout and the convenience fee so charged shall be subject to change at udaan's sole discretion without any further notice. Such convenience fee charged is non-refundable under any circumstances.
  5. At the time of placing the Order to purchase Products on the Platform, we may in our sole discretion require Buyer to pay a token amount equivalent to a certain percentage of the value of the Product(s) purchased from udaan (“Token Amount”). Such Token Amount payable by the Buyer shall in no event exceed the transaction amount for an Order. The Token Amount shall be non-interest bearing and shall be held in trust by us. This Token Amount shall be adjusted from payment received from the Buyer against the order delivered. In the event of any cancellation of the Order by the Buyer, once the order has been marked ‘ready to ship' or is marked as Undelivered Shipment as defined under the Undelivered Shipment Policy we may in our sole discretion either:
    1. deduct a ‘Cancellation Penalty Fee' and refund the remaining Token Amount to the Buyer; or
    2. forfeit the Token Amount as ‘Cancellation Penalty';

    You agree and acknowledge that our decision in this regard shall be final and binding. If you do not agree to the above, you may choose not to transact on the Platform. If you continue to transact on the Platform, it shall be deemed that you have agreed and accepted the above terms.

  6. Buyer acknowledges that it is solely responsible for the transactions / payments made to udaan for the Products purchased by the Buyer. We shall be entitled to verify any transactions authenticated and/or authorised by the Buyer or its payment instructions.
  7. In case the Buyer chooses to make the payments to udaan via post-dated cheques (if applicable), the Buyer shall ensure that such post-dated cheques are duly filled and are in the name of udaan. If such post-dated cheques are returned to the Buyer due to incorrect information including but not limited to incorrect amount or incorrect date mentioned on the cheque or any other reason whatsoever, in such cases, the Buyer, upon our request, shall replace such post-dated cheques with duly filled new post-dated cheques or make the payment in such other mode as may be communicated to the Buyer, as per the discretion of udaan. It is further clarified that in case the Buyer on our request, fails to replace the post-dated cheques with duly filled new post-dated cheques or fails to make the payment in a timely manner, udaan shall reserve the right to take legal action against the Buyer. Further, udaan shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User's account and any and all accounts determined to be relation to such account. The Buyer shall fully indemnify udaan against all claims, actions, proceedings and demands including any suits, claims, disputes or such differences that are brought against udaan for such failure.
  8. We further reserve the right to discontinue the provision of the facility of post-dated cheque collection, as per our discretion and without any prior intimation.
  9. If you are user of udaanpay mobile application, you may be eligible for udaan rewards which can be used for settlement of payments undertaken in respect of Orders. The users of udaanpay mobile application shall be bound by the Terms of Use available here.
  10. You hereby acknowledge and agree that udaan shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever including but not limited to (i) your bank account did not contain sufficient funds to complete the transaction; (b) you have not provided the udaan with correct Payment Details; (c) your payment card has expired; or (d) circumstances beyond the udaan's reasonable control (such as power outages, interruptions of cellular service, any technical error or any other interferences from an outside force) which prevent the execution of the transaction.
  11. Buyer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.
  12. Any refunds shall be subject to the Shipment Policy, Return Shipments Policy and Undelivered Shipment Policy. Refunds shall be processed in the same manner as they are received. Refund amount will reflect in the Buyer's bank account based on respective banks policies.
  13. If you avail service from any third party service provider using the Platform, upon receipt of instruction from such third party service provider, you agree and authorise us to remit and settle such collected payments (after deduction of our fees (if any) and any other charges or taxes applicable under tax laws) to the designated bank account of the third party service provider within such timelines as mentioned in the settlement process. You agree and acknowledge that no separate authorisation will be required by us to collect and transfer payment to such third-party service provider.
  14. udaan shall not be responsible for any unauthorised transactions conducted on the Platform using Your Payment Details. udaan shall not be obligated to refund any money to You in such instances.
  1. WARRANTY AND LIABILITY

The Buyer must inspect the Products upon delivery and report any defects or non-conformance immediately. If udaan determines that the issue cannot be resolved, the Buyer may return the affected Products, subject to udaan's approval and return policies.

We do not provide any warranties, whether express or implied, including but not limited to warranties of merchantability, quality, fitness for a particular purpose, or durability. To the maximum extent permitted by law, we shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use or purchase of the Products.

  1. TRADE CREDIT

HEPL may, at its sole and absolute discretion, extend trade credit for authorized purchases made by eligible Users from HEPL on the Platform. Upon clicking ‘Trade Credit by HEPL', you agree to be bound by the udaan Trade Credit – Terms and Conditions by HEPL available here and any further amendments or additions made to them.

  1. DELIVERY
    1. We reserve the right to engage the services of third-party service providers to deliver the Products to you. It is hereby clarified that so far as the collection of payments are concerned, such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you.
    2. Upon receipt of Order, we will use our best endeavours to deliver the Products to the User to the delivery address and designated recipient in the Delivery Note. For the avoidance of doubt, the designated recipient may not be the Buyer. We will not verify the identity of the person receiving the Shipment at the designated delivery address, however, we will obtain the signature of recipient of the Shipment on the Delivery Note. The Buyer hereby authorises us to contact the Buyer, at any given point of time, by way of calls or SMS or any other method of messaging (Example: WhatsApp) for transactional purposes including but not limited to order confirmations and/or delivering the Order(s). udaan will not be responsible for any delay in delivering the order placed by you on the Platform caused due to the incorrect or incomplete address provided by you.
    3. At the time of placing the Order, if the Buyer chooses the option, pay ‘cash on delivery', we will collect the amount pertaining to the Order at the time of delivery of the Products to the Consignee. It is further clarified that if such payments are collected by a third-party service provider, then such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you.
    4. Consignee(s) are required to behave properly with the pickup and delivery associates of udaan. Any misbehaviour, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. udaan reserves the right to suspend your use or access to the Platform in its sole discretion if deemed that a Buyer is in violation of this clause.
    5. Every effort will be made to adhere to the delivery schedule, however, the Shipment may be delayed due to circumstances beyond our reasonable control or due to any force majeure event.
    6. Further, you agree to be bound by the provisions of the Shipment Policy which can be accessed here.
  2. UNDELIVERED SHIPMENT

    3. You acknowledge that a delivery failure may occur for various reasons, as set out under the Undelivered Shipment Policy. In relation to the Undelivered Shipments (as defined under the Undelivered Shipment Policy), you agree to be bound by the provisions of the Undelivered Shipment Policy which can be accessed here.

  3. RETURNS

    4. In case of any Return Request (as defined under the Return Shipment Policy), you agree to be bound by the provisions of the Return Shipment Policy which can be accessed here.

  4. SALE IN INDIA ONLY

    5. Unless otherwise specified, the Products on the Platform are presented solely for the purpose of sale in India. udaan makes no representation that the material on the Platform is appropriate or available for use in other locations/ countries other than India. Those who choose to access the Platform from other locations/ countries other than India do so on their own initiative and udaan 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.

  5. DATA PROTECTION

    6. Personal information supplied by User(s) during the use of the Platform is governed by udaan's privacy policy which can found here.

  6. LIMITATION OF LIABILITY AND INDEMNITY
    1. To the maximum extent permitted by law, the Services provided by udaan on or through the Platform are provided “as is”, “as available” and “with all faults”, and udaan hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
    2. udaan procures Products from third-party vendors and offers them on the Platform. udaan has endeavored to ensure that all the information on the Platform is accurate. However, udaan makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; udaan does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase and/or use of Products or Services offered or displayed on the Platform does not violate any third party rights; and udaan makes no representations or warranties of any kind concerning any product or service offered or displayed on the Platform. Except as provided herein, to the fullest extent permissible by Applicable Law, the aggregate liability of udaan for any claims that may arise in connection with these Terms shall not exceed an amount of INR 1000/-.
    3. Under no circumstances will udaan be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on platform or any services availed, even if udaan has been advised of the possibility of such damages. 
  7. FORCE MAJEURE

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

  8. INTELLECTUAL PROPERTY RIGHTS
    1. udaan is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with udaan or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by udaan are hereby reserved.
    2. “udaan” and any other related icons and logos are registered trademarks of HEPL, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited. 
    3. udaan may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “udaan” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by udaan.
    4. You shall be solely responsible for User Content posted or transmitted on the Platform and shall indemnify udaan against any claim or liability arising from any User Content or information posted or transmitted by You on the Platform.
    5. You grant us non-exclusive, worldwide, perpetual, royalty free and transferable license to use, modify, adapt, enhance, refine, transform, and create derivative works of such User Content, including but not limited to the use of generative AI technologies, tools, or services. This license includes, but is not limited to, the right to use, modify, enhance, or create derivative works of the User Content for any purpose, including, without limitation, promotional, advertising, and marketing purposes, across any media, whether now known or hereafter devised. We shall be entitled to use the User Content, consistent with our Privacy Policy and these Terms as adopted in accordance with Applicable Laws. You are not entitled to any payment or compensation for such usage.
    6. You agree to be bound by and comply with the Anti-Counterfeiting Policy.
    7. We respect the intellectual property of others. In case you feel that your trademark has been infringed, or your work has been copied in any way that constitutes copyright infringement, you can communicate the same to udaan on details provided in Paragraph 23 ‘Grievance Mechanism'.
  9. NOTICES
    1. All legal notices or demands to or upon udaan shall be made in writing and sent to udaan personally, by courier, certified mail, or facsimile to the following entity and address: Hiveloop E-Commerce Private Limited, 1st Floor of South Wing “TWA - SJR - The Hub” situated at Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka PIN- 560102, India, Attn: Legal Department. The notices shall be effective when they are received by udaan in any of the above-mentioned manner.
    2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to udaan, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge or through such other mode of communication as udaan may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) udaan is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon udaan posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.
  10. MISCELLANEOUS PROVISIONS
    1. Unless otherwise communicated to you by udaan, the Terms constitute the entire agreement between User and udaan and govern the User's use of the Platform and any of the Services. The Terms shall supersede any prior written or oral agreements that you may have had in relation to the use of the Platform and any of the Services.
    2. Unless stated otherwise, we will be your one stop solution for all the services (except credit) on the Platform with effect from 00:00 hours on 7th April 2025 (“Cut-Off Date”), and any new transactions on the Platform shall be governed by these Terms. It is clarified that, any transaction made by you on the Platform before the Cut-Off Date shall be governed by your arrangements with the relevant parties (i.e., third party service providers) as existing prior to the Cut Off Date. The erstwhile terms of use are available here.
    3. udaan and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between you and us is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow you to create or assume any obligation on our behalf for any purpose whatsoever.
    4. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
    5. udaan's failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of udaan's right to act with respect to subsequent or similar breaches.
    6. udaan shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of udaan). User may not assign, in whole or part, the Terms to any third party or person.
    7. The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India.
  11. GRIEVANCE MECHANISM
    1. The User may submit any grievance with respect to the Platform or the Services, including with respect to any abuse on the Platform and/or any discrepancies or grievances with respect to processing of information to the Grievance Officer at the contact details mentioned below. We will endeavor to resolve your grievances and concerns within timelines as mentioned under Applicable Laws.
    2. GRIEVANCE OFFICER

      3. Grievance Officer,

      Hiveloop E-Commerce Private Limited,
      1st Floor of South Wing “TWA - SJR - The Hub” situated at Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka PIN- 560102, India

      Email: [email protected]

      Time: Mon - Sat (10:00 AM - 07:00 PM)

  12. CUSTOMER SUPPORT:

    13. Emil Id: [email protected]

    Phone No.: 080 6883 5562

    Support channel: The Buyer shall select the "Call Us" option to either directly connect or request a callback from the udaan customer support team