1) Scope & Parties
These Terms apply to:
- Visitors to our public website and landing pages.
- Shoppers using UniToko’s consumer app/experience to discover products, compare offers, place orders, and manage deliveries or pickups.
- Sellers/Stores using UniToko’s business tools to list catalogs, accept orders, and manage fulfillment. Additional Seller-specific terms apply in Part B.
If you enter a separate written agreement with UniToko, that agreement prevails to the extent of any conflict.
2) Eligibility
You must be at least 18 years old and legally capable of entering a binding contract. Businesses must ensure the individual creating an account has authority to bind the entity.
3) Accounts & Security
- You are responsible for all activity under your account and must keep credentials confidential.
- Promptly notify us of any suspected unauthorized use or security incident at security@unitoko.com.
- We may require identity verification or KYC for certain features (e.g., payouts for Sellers).
4) Your Use of the Services (Acceptable Use)
You agree not to:
- Break the law or infringe third-party rights (IP, privacy, publicity, consumer, or data laws).
- Upload harmful code, circumvent security, or access non-public areas.
- Misrepresent identity, impersonate others, or submit false/fraudulent orders, reviews, chargebacks, or claims.
- Scrape, spider, or harvest data except via an authorized API and within rate limits.
- Reverse engineer or attempt to extract source code, except to the extent permitted by law.
- Use the Services to list or purchase prohibited items (see §15, §17) or to facilitate illegal activities.
- Interfere with others’ use or with our networks, or overload infrastructure.
We may monitor usage for abuse, quality, and safety and may suspend/terminate per §19.
5) Content & Intellectual Property
- Our IP. The Services, logos, brand elements, software, databases, and designs are owned by UniToko or its licensors and are protected by law. You receive a limited, revocable, non-transferable license to use the Services as intended.
- Your Content. You retain rights to content you submit (e.g., product photos, listings, reviews). You grant UniToko a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify (for formatting), and display such content to operate the Services.
- Reviews/Feedback. If you provide feedback or suggestions, we may use them without restriction or compensation.
- IP Claims. If you believe content infringes your rights, submit a notice with details to ip@unitoko.com. We may remove content, suspend accounts, and forward notices to the alleged infringer.
6) Marketplace Role & Relationship of Parties
UniToko is a marketplace/intermediary connecting Shoppers with independent Sellers. Unless explicitly stated otherwise in a specific transaction:
- UniToko is not the seller of record, does not manufacture, stock, or own title to the goods.
- Product descriptions, pricing, taxes, shipping terms, and after-sales support are provided by Sellers.
- UniToko may facilitate payments, logistics orchestration, customer support, and dispute handling, but final responsibility for product quality, compliance, and warranties rests with the Seller.
7) Listings, Pricing, and Availability (Shoppers)
- Accuracy. Sellers are responsible for listing accuracy (titles, images, specifications). Displayed prices may include or exclude taxes/fees as indicated.
- Real-time stock. Availability and delivery windows are dynamic and not guaranteed until order confirmation.
- Comparisons. UniToko may show comparisons, offers, or badges based on data provided by Sellers or derived signals.
8) Orders, Payments, and Taxes (Shoppers)
- Placing an order. When you place an order, you make an offer to buy from the Seller. The order is accepted when the Seller (or UniToko on the Seller’s behalf) confirms acceptance (e.g., “Accepted/Packed/Out for Delivery” statuses).
- Payments. Payments may be processed by third-party PSPs/gateways (e.g., UPI, cards, BNPL, wallets). Subject to those providers’ terms and KYC/AML checks.
- Invoices & Taxes. For marketplace sales, the Seller issues the tax invoice under applicable GST rules. UniToko may issue platform/handling invoices for service fees where applicable.
- Cancellations. Before dispatch, you may attempt cancellation via the app; success depends on Seller/fulfillment status.
- Risk of loss. Passes to you on delivery/pickup as per Seller terms and applicable law.
9) Delivery, Pickup & Returns (Shoppers)
- Fulfillment. Orders may be fulfilled by Seller’s staff, UniToko-integrated logistics partners, or third-party carriers. ETAs are estimates, not guarantees.
- Returns/Refunds. Return eligibility and timelines depend on the item category, Seller policy, and applicable law. Some categories (e.g., perishables, hygiene products, custom items) may be non-returnable except for defects.
- Refund timing. Refunds (if approved) are processed via the original payment method within the standard time frames of the PSP/banks.
10) Ratings, Reviews & Community Standards
- Reviews must be genuine, relevant, and respectful.
- No hate speech, harassment, obscenity, personal information, or promotional/competing content.
- We may moderate, hide, or remove content that violates these standards or the law.
11) Promotions, Credits & UniToko Coins
- Coins/Rewards. UniToko may offer promotional points (“UniToko Coins”) redeemable only on the platform under the then-current redemption rules. Coins are not legal tender, have no cash value, and are non-transferable except as permitted. Coins may expire, be capped, or be withdrawn for misuse or error.
- Coupons/Offers. Subject to specific terms (validity, categories, minimums). We may modify or withdraw offers at any time.
- Abuse. We may reverse credits or benefits obtained through abuse, fraud, or technical errors.
12) Third-Party Services
The Services may integrate third-party software, payment providers, maps, messaging, logistics, or analytics. Your use of those components may be subject to third-party terms/privacy policies. UniToko is not responsible for third-party services beyond obligations imposed by law or our direct contracts with them.
13) Software, Updates & Beta Features
We may deliver updates automatically. Beta/experimental features are provided “as is”, may change or stop at any time, and may be subject to additional terms.
14) Privacy
Our Privacy Policy explains how we collect and use information. By using the Services, you consent to our processing of information consistent with the Privacy Policy.
15) Prohibited & Regulated Products (Illustrative)
Sellers must comply with all applicable laws (e.g., Legal Metrology, Drugs & Cosmetics, Food Safety, Consumer laws). The following are not allowed unless expressly permitted by law and UniToko:
- Illegal goods; counterfeit/fraudulent items; stolen property.
- Weapons, explosives, hazardous chemicals; restricted knives; illegal surveillance equipment.
- Prescription drugs, controlled substances, tobacco/nicotine, alcohol (unless permitted and enabled with strict compliance).
- Adult sexual content/services; obscene materials.
- Wildlife or endangered species products.
- Items violating IP rights or import restrictions (e.g., LMPC rules).
- Any product requiring licenses/registrations (e.g., FSSAI for food) without valid compliance.
UniToko may remove listings or suspend accounts for suspected violations.
16) Warranties & Disclaimers
- Except as required by law, the Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind (express or implied), including merchantability, fitness for a particular purpose, title, and non-infringement.
- UniToko does not warrant uninterrupted, secure, or error-free operation, nor that content is accurate, complete, or current.
- Product warranties, if any, are provided by the Seller or manufacturer.
17) Limitation of Liability
- To the maximum extent permitted by law: UniToko’s total aggregate liability for all claims arising out of or relating to the Services in any 12-month period is limited to the greater of INR 10,000 or the total fees paid by you to UniToko for the Services giving rise to the claim during the three months preceding the event.
- UniToko will not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenues, goodwill, or data.
- These limits apply regardless of the legal theory and even if a remedy fails of its essential purpose. Nothing excludes liability that cannot be excluded under applicable law (e.g., willful misconduct or death/personal injury caused by negligence, where so mandated).
18) Indemnity
You agree to indemnify and hold harmless UniToko, its directors, officers, employees, and agents from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your misuse of the Services; (c) your violation of law or third-party rights; or (d) your content/listings.
19) Suspension & Termination
We may suspend or terminate access immediately (with or without notice) where: (i) you breach these Terms; (ii) we are required to do so by law or a court; (iii) there is suspected fraud, abuse, or risk to others or to the platform; or (iv) for long periods of inactivity on Seller accounts. You may stop using the Services at any time; certain obligations survive termination (e.g., fees due, indemnity, limitations, dispute resolution).
20) Changes to the Services or Terms
We may change or discontinue features with or without notice. We may update these Terms from time to time; the “Last updated” date indicates the latest version. Material changes will be notified via the Services or email (if available). Continued use after changes constitutes acceptance.
21) Governing Law, Disputes & Arbitration
- Governing law. These Terms are governed by the laws of India, without regard to conflict of laws principles.
- Jurisdiction. Subject to arbitration below, courts at New Delhi, India shall have exclusive jurisdiction.
- Arbitration. Any dispute arising out of or in connection with these Terms shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996. The tribunal shall consist of a sole arbitrator appointed by UniToko; the seat and venue shall be New Delhi; the language shall be English. The award shall be final and binding, subject to applicable law.
- Injunctive relief. We may seek equitable relief in courts to protect IP or confidential information.
22) India Grievance Redressal (IT Rules & DPDP)
Grievance Officer: [Full Name]
Email: grievance@unitoko.com
Address: 83, DDA Flats, Masjid Moth Phase-2 ,New Delhi-110048, [City, State, PIN], India
We aim to acknowledge complaints within 24–72 hours and resolve them within 15–30 days, subject to complexity and legal requirements.
23) Notices & Communications
You consent to receive communications electronically (emails, in-app messages, SMS where permitted). Legal notices to UniToko must be sent to legal@unitoko.com with a copy to the registered address in §Intro.
24) Force Majeure
UniToko is not liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, strikes, internet outages, governmental actions, pandemics, power failures, cyber incidents).
25) General Terms
- Entire Agreement. These Terms, Privacy Policy, and any product-specific terms constitute the entire agreement.
- Severability. If any provision is unenforceable, the remainder remains in effect.
- No waiver. Failure to enforce a provision is not a waiver.
- Assignment. You may not assign or transfer rights/obligations without our consent; we may assign to an affiliate or in a reorganization.
- Relationship. Nothing creates a partnership, joint venture, or employment relationship.
- Headings. For convenience only and do not affect interpretation.
Part B — Additional Terms for Sellers/Stores
B1) Seller Onboarding & Compliance
- KYC & Documentation. You must complete onboarding, provide accurate business information, tax IDs (e.g., GSTIN), FSSAI (if applicable), and maintain valid registrations/licenses.
- Authorized Listings. List only products you are legally permitted to sell. Ensure compliance with labeling, MRP, Legal Metrology, import (LMPC), and category-specific rules.
- Quality & Authenticity. You warrant that products are genuine, safe, and meet applicable standards; no counterfeit or grey-market items.
- Recalls & Safety. You must promptly notify UniToko and affected customers of recalls or safety notices and coordinate remedies.
B2) Catalog, Content & Pricing
- Accuracy. You are responsible for accurate titles, images, attributes, HSNs, and pricing (inclusive/exclusive of taxes as configured).
- Images & IP. Use only assets you own or have rights to use.
- Comparisons & Badges. UniToko may display comparative information, ratings, or “best price/fastest delivery” badges based on transparent criteria.
B3) Orders, Fulfillment & SLAs
- Acceptance. Accept or reject orders within configured SLA; non-action may auto-cancel to protect customers.
- Packing & Handover. Follow packaging standards and timely handover to the assigned delivery partner.
- Delivery/RTS. Meet promised ETAs where feasible; promptly mark RTO/RTS (return to store) and restock.
- Returns & After-sales. Honor applicable laws and your stated return/refund policies; defective/DOA cases must be resolved promptly.
B4) Payments, Fees & Taxes
- Commissions & Fees. UniToko may charge commission, payment processing, logistics, and other service fees per the Seller Plan selected or a separate agreement.
- Payouts. Net of fees, taxes, refunds, chargebacks, penalties, and adjustments; subject to KYC and reserve requirements.
- Taxes. You are responsible for GST compliance, including invoicing and returns. UniToko may issue invoices for platform services plus applicable taxes.
- TDS/TCS. Statutory deductions (if any) may apply; you agree to furnish required certificates.
B5) Cancellations, Chargebacks & Fraud
- Cancellations. Follow platform policy for cancellations pre-dispatch; repeated avoidable cancellations may incur penalties.
- Chargebacks. Cooperate in providing proof of delivery, invoices, and communications. Amounts may be set-off against future payouts.
- Fraud & Abuse. UniToko may hold payouts, delist products, or suspend accounts where fraud is suspected.
B6) Tools, Data & Confidentiality
- Access. UniToko grants a limited right to access dashboards/APIs for operating your store on the platform.
- Data Use. You may access buyer data strictly for order fulfillment and after-sales; do not use it for off-platform marketing unless you have lawful basis and customer consent.
- Confidentiality. Treat all non-public platform information as confidential; use it only for permitted purposes.
B7) Logistics & Delivery Partners
- Smart Orchestration. UniToko may assign delivery partners based on product type, weight/volumetrics, distance, and performance.
- Liability Allocation. Risk allocation for loss/damage follows carrier terms and applicable law; maintain adequate insurance where needed.
- COD (if enabled). Additional fees, verification, and risk controls may apply.
B8) UniToko Coins, Promotions & Ads
- Funding & Caps. Promotions may be funded by UniToko, by the Seller, or co-funded.
- Truthfulness. Promotions must be accurate and legally compliant (no bait advertising or MRP violations).
- Ads/Boosts. If you purchase advertising/visibility, additional terms and budgets apply.
B9) Termination & Exit
- Data Export. Upon termination, you may request a reasonable export of order and payout records (subject to law and privacy obligations).
- Outstanding Obligations. Fees, refunds, returns, and legal obligations survive termination.
Part C — Definitions
- “Buyer/Shopper” means an individual using UniToko to purchase products from Sellers.
- “Seller/Store” means a business listing products for sale via UniToko.
- “Coins/Rewards” means promotional credits provided by UniToko under §11.
- “PSP” means payment system providers/gateways facilitating payments.
- “RTO/RTS” means return-to-origin/return-to-store.
- “SLA” means service level agreement/targets published in Seller documentation.
Contact
Support: support@unitoko.com
Legal: legal@unitoko.com
Security: security@unitoko.com
Grievance (India): grievance@unitoko.com — see §22
Note: This template is for operational use and general compliance guidance. It does not constitute legal advice. Please have local counsel review and tailor for your categories, logistics model, payments flow, and any state-specific requirements (e.g., alcohol, pharma, or cross-border sales).