VSale Terms & Conditions
These Terms & Conditions (“Terms”) are a binding agreement between the merchant (“you” or “Merchant”) and VSale (referred to as “we”, “us”, or “our”). By signing up and using the VSale platform to purchase products (“Goods”), you agree to be governed by these Terms. These Terms are a part of the Merchant Enrolment Form.
1. Definitions
- Start Date: The date your account is confirmed via email or the enrolment form is executed—whichever is earlier.
- Credit Facility: Option to buy now, pay later within the credit period.
- Credit Limit: The maximum outstanding amount allowed. We may revise this limit anytime and will notify you in writing.
- Credit Period: The time frame you’re expected to clear dues, as communicated by us.
- Goods: Products listed for sale on the VSale platform.
- VSale Platform: Our technology platform (website/app) where you can browse and place orders.
- Logistics Partner: Third-party delivery providers who bring the Goods to your location.
- Merchant: A business or individual in the hospitality, foodservice, or similar industries using VSale to source products.
- Order: A confirmed purchase request from you to us, placed online or through assisted sales.
- Perishable Goods: Products like fruits, vegetables, dairy, bakery items, meat, seafood, etc., with a limited shelf life.
- Price: The selling price displayed on the platform or communicated during order placement.
- Services: All services offered by VSale through the platform.
- Website: www.vsale.in and related applications or digital platforms owned by VSale.
- VSale Content: Content created by VSale related to the platform, products, visuals, software, and data analytics.
- Merchant Content: Content you upload or share on the platform (e.g., reviews, photos, videos).
2. General Overview
By registering on VSale, you can explore products, view pricing, and place orders. Once you place an order, we’ll share an estimated delivery time and allow you to track your order in real-time.
3. Product Quality & Legal Compliance
- We supply products based on your order selections.
- All parties must comply with applicable laws.
- We source Goods from third-party manufacturers. We are not responsible for their manufacturing practices, packaging details, or ingredients. Any disputes should be directed to the respective manufacturers, though we will assist in connecting you with them.
- If products are delivered directly by a manufacturer, we are not liable for delivery issues.
- We do not accept cash deposits. If you deposit cash into our account, you do so at your own risk. You are also responsible for any tax or legal consequences from such actions.
4. Agreement Duration & Termination
This agreement begins on the Start Date and continues until terminated.
- Either party can end this arrangement by giving a 7-day written notice.
- We may suspend or terminate access without notice if:
- You miss two consecutive payments.
- Insolvency or bankruptcy proceedings are initiated.
- We detect fraud or suspicious activity.
- You violate any law or these Terms.Ending this agreement doesn’t affect your obligations to pay for already delivered Goods.
5. Product Pricing
- Product prices are as listed on the VSale platform or as agreed otherwise.
- Prices may change at our sole discretion before order placement.
6. Quality & Return Policy
- Please check product quality and quantity upon delivery.
- Concerns must be raised at the time of delivery—no post-delivery complaints will be entertained.
- Perishable Goods must be used before the expiry date. Delayed use or acceptance affecting quality will not be our responsibility.
- Reverse pickups will only be arranged during the next delivery and must be requested within 7 days of the original delivery date. Beyond this, return requests won’t be accepted.
7. Delivery Timelines
- Orders will be delivered in the selected time slot, with a possible 30-minute variation before or after the scheduled time.
8. Merchant Responsibilities
- You must make timely payments for all invoices.
- Orders must be accepted promptly at your designated location. Delays over 10 minutes may result in us taking back the products without refunds.
- Ensure someone is available at the location to accept delivery.
- If delivery involves higher floors (3rd and above), you must provide elevator access or assistance.
- Keep your account details accurate and updated.
- You can request to cancel an order, but cancellations are not guaranteed once the order is confirmed.
- If you refuse delivery without a valid reason, we may charge a penalty of ₹1500.
9. Invoices & Payment Terms
- All deliveries come with an invoice.
- You must pay the amount mentioned in the invoice.
For merchants using Credit Facility:
- Invoices must be cleared within the Credit Period.
- Delays may result in:
- Suspension of your ability to place new orders.
- Interest charges at 18% per annum on overdue amounts.
- Legal action or deductions from other receivables (if applicable).
10. Effect of Termination
In the event this agreement is terminated, the Merchant shall be responsible for settling all pending and undisputed invoices raised by VSale within seven (7) days from the date of such termination. Failure to do so will result in an interest charge of 18% per annum on the overdue amount, calculated daily, until the dues are fully cleared. VSale also reserves the right to pursue any legal remedies available under these Terms or applicable law.
11. Ownership of VSale Content and Intellectual Property Rights
VSale retains exclusive ownership over all content it provides (“VSale Content”), including but not limited to trademarks, logos, brand features, copyrighted material, and all other proprietary or intellectual property rights worldwide (collectively, the “IP Rights”) related to the VSale platform. These IP Rights may be protected by relevant laws and regulations.
The Merchant acknowledges that the VSale platform has been developed through significant investment of time, expertise, and resources, and constitutes valuable intellectual property of VSale.
During and after the term of this agreement, the Merchant agrees to safeguard VSale’s IP Rights and those of any content providers or licensors involved, and to comply with any reasonable written requests from VSale regarding protection of such rights. Unless expressly permitted in writing by VSale, the Merchant is not entitled to use any of VSale’s IP Rights.
The Merchant shall not use framing techniques to enclose any VSale trademarks, logos, or proprietary content; nor remove or obscure any copyright or proprietary notices on the VSale platform. Unauthorized use or infringement will lead to appropriate legal action. The Merchant may not copy, modify, display publicly, or exploit any part of the VSale Content unless specifically authorized by VSale.
12. Confidentiality
Each party agrees to maintain strict confidentiality of all non-public information shared by the other party or its affiliates—this includes business strategies, pricing, customer data, vendor information, packaging details, and other commercial or technical data disclosed during the term of this agreement (“Confidential Information”), whether or not marked as confidential.
Confidential Information does not include information that:
- Is publicly known or becomes publicly known through no fault of the receiving party;
- Was rightfully obtained from a third party;
- Was already known to the receiving party before disclosure;
- Was independently developed without reference to the disclosing party’s information.
If the Merchant becomes aware of or suspects any unauthorized use or breach of VSale’s confidential data, it must promptly notify VSale and fully cooperate in investigating and mitigating the breach.
13. Disclaimers
To the maximum extent allowed by law, VSale and its affiliates, officers, and employees disclaim all warranties—express or implied—regarding the platform, services, or any related content, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
VSale does not guarantee the accuracy or completeness of content on the VSale platform or any linked third-party sites. VSale shall not be liable for:
- Any content errors or inaccuracies;
- Personal injury or property damage resulting from platform usage;
- Unauthorized access to or misuse of servers or stored data;
- Disruption of platform access or service;
- Viruses, malware, or harmful code transmitted through the platform;
- Any loss or damage from use of content available via the VSale platform.
14. Indemnity
The Merchant agrees to indemnify and hold harmless VSale from any claims, damages, or losses arising from the Merchant’s breach of obligations or misconduct, unless caused solely by VSale’s gross negligence or wilful default.
15. Limitation of Liability
Neither party shall be liable for any indirect, incidental, special, or consequential damages (including lost profits, business interruption, or reputational harm), regardless of notice of such potential damages.
VSale’s total aggregate liability, if any, shall be limited to the total value of the specific order from which the claim originated.
16. Notices
All legal notices must be delivered in writing by registered post, hand delivery, or email to the respective addresses below:
If to the Merchant:
To the address and email ID provided by the Merchant in the onboarding Form.
Notices will be deemed received:
- Upon delivery, if sent by hand;
- On the date of receipt, if sent by registered post;
- When delivered to the recipient’s inbox, if sent by email.
17. Governing Law
This agreement shall be governed by the laws of India. The parties agree to submit to the exclusive jurisdiction of the courts of [Insert City, e.g., Pune or New Delhi], India, for any disputes arising from this agreement.
18. Severability
If any provision of this agreement is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remainder of the agreement shall continue in full force and effect.
19. Waiver
Any failure or delay by either party to exercise its rights under these Terms shall not be deemed a waiver. No waiver shall be effective unless made in writing and signed by the waiving party. A waiver on one occasion shall not constitute a waiver on future occasions.
20. Entire Agreement
These Terms, together with the Form and any attached documents or references, constitute the complete agreement between the Merchant and VSale. They override any previous verbal or written agreements or understandings.
These Terms are electronic records and do not require physical or digital signatures as per the Information Technology Act, 2000.
21. No Third Party Rights
This agreement is solely between VSale and the Merchant. No third party shall have any rights to enforce any term herein.
22. No Assignment
The Merchant may not assign, transfer, or delegate any rights or obligations under this agreement without prior written consent from VSale.
23. Independent Contractors
Nothing in this agreement creates a partnership, agency, or employment relationship. Both parties are independent contractors.
24. Acceptance of Privacy Policy
By signing the Form, the Merchant agrees to abide by VSale’s privacy policy and consents to communication recordings between the parties for quality or compliance purposes.
25. Modification
VSale may update or modify these Terms (including its services) from time to time. All changes will be posted on the platform and shall become effective immediately upon posting. Continued use of the platform by the Merchant constitutes acceptance of such changes.
26. Loans via Third Parties
VSale may, at its sole discretion, facilitate access to loans for the Merchant through third-party financial institutions or non-banking financial companies (NBFCs). Any such loan arrangement shall be subject to a separate agreement between the Merchant and the respective lender. VSale will act solely as a facilitator and shall not be liable for:
- The approval or rejection of the loan application;
- Any terms and conditions imposed by the lender;
- The disbursement, repayment, or recovery of the loan;
- Any disputes arising between the Merchant and the lender.
By availing of such loan services, the Merchant acknowledges that they do so at their own discretion and risk, and that VSale shall not be held responsible for any liabilities arising from such transactions.
27. Wallet Terms (if applicable)
If VSale provides the Merchant with access to a digital wallet system on the platform, the following terms shall apply:
- Purpose: The wallet may be used solely for transactions on the VSale platform, including payments, credits, adjustments, or refunds, as applicable.
- Non-Transferability: Wallet balances are non-transferable to any other user or to external accounts, unless expressly permitted by VSale.
- No Interest: Wallet balances shall not accrue any interest or other earnings.
- Expiry: VSale reserves the right to impose an expiration period on unused wallet balances. Any unused balance after such a period may be forfeited, subject to applicable laws.
- Right to Adjust: VSale may debit or credit the wallet in accordance with these Terms or any separate agreements between the parties (e.g., commission, refunds, penalties, promotions, etc.).
- Termination: Upon termination of this agreement, any remaining wallet balance will be settled in accordance with the outstanding payment provisions. VSale may also adjust such balance against any dues payable by the Merchant.
- Abuse or Misuse: VSale reserves the right to suspend, freeze, or terminate wallet access in case of suspected fraud, abuse, misuse, or breach of terms.
28. Merchant Obligations
The Merchant shall be solely responsible for maintaining the confidentiality, security, and proper use of login credentials associated with their VSale Wallet or account. The Merchant is the exclusive owner of the account password and shall bear full responsibility for any consequences resulting from its disclosure or any unauthorized access or usage of the VSale Wallet or account.
In the event of a lost or compromised password, the Merchant must immediately notify VSale via the designated customer support helpline. Upon receiving such notification and completing the required verification process, VSale will disable the existing password and issue a new one.
Similarly, if the mobile device, SIM card, or mobile number linked to the VSale Wallet is lost, stolen, or otherwise compromised, the Merchant must promptly inform VSale. Upon verification, VSale will take appropriate steps to block or restrict access to the relevant account to prevent misuse.
The Merchant acknowledges that any losses arising from unauthorized access to the VSale Wallet due to negligence, delayed reporting, or failure to secure account details shall be the sole responsibility of the Merchant.
VSale shall, in good faith, rely on all instructions received from the Merchant’s registered account, and is not obligated to verify the authenticity of such instructions unless there is a clear indication of suspicious or fraudulent activity.
Any personal or transactional information submitted by the Merchant to access wallet-related services may be shared by VSale with its affiliates or third-party service providers as necessary, either to facilitate the wallet service or for purposes aligned with these Terms and Conditions.
29. Grievance Redressal
For any queries, concerns, or complaints, the Merchant may contact our support team at:
📩 : vsaleservice@gmail.com