Terms & Conditions
TERMS AND CONDITIONS FOR THE BUYER
For the terms and conditions with respect to the Buyers of the Website such as the Payment Policy, Returns Policy, Refund Policy and the Shipping Policy please refer to the FAQ section of the Website.
TERMS AND CONDITIONS FOR THE SELLER
This section deals with conditions relating to the sale of Products on the Website (as defined below), owned and operated by Entrerobe Private Limited (hereinafter referred to as “Entrerobe” or “Klosetedit”), and the Seller’s ("You" or "Your" or "Yourself") agreement to be bound by these conditions.
You and Klosetedit may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.
1. EntreRobe is inter alia engaged in providing an online platform through its website www.klosetedit.com (hereinafter referred to as the “Website”) thereby enabling selling and buying of previously owned high-street, premium, designer and luxury fashion i.e. apparel, bags, shoes and accessories (hereinafter collectively referred to as “Products”).
2. You are desirous of using the Website as a platform to list, make available, offer and/or sell Your Products (defined below) to the users of the Website.
3. The Parties have agreed that their respective rights and obligations with regard to their relationship, shall be interpreted, acted upon and governed in accordance with the terms and conditions and provisions set forth hereinafter.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES HEREIN SET FORTH, THE PARTIES HEREBY AGREE AS FOLLOWS:
1.1. “Agreement” shall mean this Agreement in its entirety, including all links referenced to in this Agreement and/or the Website, Policies and any other document pursuant to this Agreement placed on the Website and shall include any amendment thereto, from time to time.
1.2. “Applicable Laws” includes (a) statute, statutory instrument, bye-laws, order, directive, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body.
1.3. “Buyer” shall mean any user of the Website who accepts Seller’s offer to sell the Product and purchases any Product of the Seller through the Website.
1.4. “Claim” shall mean any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim").
1.5. “Charity Partners” shall mean and include all such non - governmental organisations with whom Klosetedit has entered into an agreement for the purposes of Clause 8 of this Agreement.
1.6. “Commission” shall mean a fixed percentage of the Resale Price, payable to Klosetedit by the Seller on the sale of any Product through the Website. This fixed percentage may vary from Product to Product depending on the value of each Product, as provided in the Commercial Sheet. This fee is exclusive of applicable service tax.
1.7. "Content" means copyrightable works and other content protected under Applicable Laws.
1.8. “Delivery Logistics Provider” shall mean a natural or juristic person(s) approved by Klosetedit for transporting, shipping, temporary storing and delivering the Products purchased by the Buyers from You on the Website, and the term “Delivery Logistics Services” shall be construed accordingly.
1.9. “Goonj” shall mean GOONJ, a voluntary organisation incorporated under the Registrar of Societies Act, 1860, who is having its office at J-93, Sarita Vihar, New Delhi-110076.
1.10. “Intellectual Property Rights” means all rights to patents, designs, copyrights, trademarks, service marks, database, domain name, moral rights (whether or not any of those is registered and including applications for registrations of the foregoing) together with all trade secrets, know-how and all rights or forms of protection of a similar nature and causes of action for violation, misappropriation or infringement of any of the foregoing.
1.11. “Invoice” shall mean a valid retail tax invoice as prepared by Klosetedit and provided to the Seller for issuing to the Buyer for the sale of the Seller’s Product to the Buyer through the Website.
1.12. “Nodal Bank” shall mean the Bank which maintains internal bank account for the purpose of collection of electronic payments from Buyers and settlement to Sellers towards Products purchased on the Website and Delivery Logistics Provider for his Delivery Logistics Services, in accordance with RBI directions for opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries.
1.14. “Product(s)” shall mean the product(s) listed, made available, offered for sale by the Seller on the Website.
1.15. “Proceeds” shall mean the Resale Price receivable by the Seller from Klosetedit/Nodal Bank i.e. The Selling Price less the Commission and applicable taxes.
1.16. “Refurbish” shall mean to send any piece of clothing, accessory, handbag, shoes or any other Product for dry cleaning/ leather or canvas cleaning or stitching, alteration, or sowning to fix any loose embellishments etc. for the purpose of listing for resale on the Website.
1.17. “Resale Price” shall mean the price of a Product in Indian Rupees (INR) at which such a Product is listed, made available or offered for sale by the Seller on the Website which is inclusive of the Seller’s Price, applicable taxes, Commission or any other charges.
1.18. “Term” shall mean the period commencing from the date of this Agreement up to the termination of this Agreement in accordance with Clause 14 as provided herein below.
2. COMPLETION OF SELLER REGISTRATION AND ACCEPTANCE
2.1. As a part of the registration process, You state that You have provided relevant details as required by Klosetedit before and/or during the time of entering into this Agreement. You represent that You are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under Applicable Laws.
2.2. You can register with Klosetedit either through Your Facebook profile or Your personal email id.
2.3. You will be solely responsible for maintaining the safety and confidentiality of Your log-in ID, password and personal details in relation to Your account and the information provided therein, and shall be fully responsible for all activities that occur under Your account. You agree to (a) immediately notify Klosetedit (to the Grievance Officer) of any unauthorized use of Your account information or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Klosetedit shall not be liable for any loss or damage arising from Your failure to keep Your account protected from any unauthorized access, blockage, misuse or any other unauthorized use and You shall indemnify Klosetedit in accordance with this Agreement for any such unauthorized use.
2.4. In case You are not agreeable to the terms and conditions of this Agreement, please “do not” Accept this Agreement and “do not” use the Website for the purpose of listing, making available or offer for sale of the Products. This will stop the Seller registration process.
2.5. Klosetedit reserves the right to suspend or terminate Your access to the Website and Your account, at any time and without assigning any reasons for doing so.
3. ELECTRONIC COMMUNICATION
When You use the Website or send emails or other data, information or communication to Klosetedit, You agree and understand that You are communicating with Klosetedit through electronic records and You consent to receive communications via electronic records from Klosetedit periodically and as and when required. Klosetedit will communicate with You by email or through electronic records on the Website which will be deemed adequate service of notice / electronic record. To the maximum extent permitted under any Applicable Law, You hereby waive all Your rights to challenge the service of documents under any and all legal proceedings if the document is served on Your designated electronic address in terms of Information Technology Act, 2000.
4. PRODUCT LISTING AND INVENTORY MANAGEMENT
4.1. By listing any Product on the Website, You agree that You are making an ‘offer to sell’ Your Product to the users of the Website and such offer, upon acceptance by a user, shall become binding on You. The sale, purchase, return, delivery and other terms of sale shall be further subject to the Polices on the Website and/or appended to this Agreement.
4.2. You agree that before requesting a pick – up for a Product which you wish to list on the Website, you would adhere to the following conditions:
● The Product is of a brand which is mentioned under the Accepted Brands List
● The Product should not have any signs of wear and tear. This includes any rips, tears, shredding, pilling, fading, shrinkage or blemishes.
● In case of ethnic wear, the embellishments should not be coming off or be loose.
● The Product must be freshly laundered or dry cleaned as the case may be.
● The Product should not have missing or torn labels. Also, brand name and size of the Product must be identifiable.
● The Product must be properly and neatly packed in a plastic bag. In case of shoes and bags, they must be stuffed where required, so they don’t lose their shape.
4.3. You shall provide the accurate description of the Product including the true, complete and correct brand name (if any), identification (if any), and any other information for the purpose of the Product’s listing, making available or offer for sale in the appropriate category.
4.4. You may also be requested to provide images of Your Products and/or images of the brands/ logos of the Products based on which Klosetedit will decide whether to pick up the Products to make available, offer for sale and list on the Website. In case Klosetedit approves the Products, You would then be required to send the approved Products to Klosetedit for inspection, quality check and Product photoshoots. The cost of picking up the approved Product(s) to Klosetedit would be borne by Klosetedit whereas the cost of returning such Product(s) to You would be borne by You, which would be done within 20 (twnety) business days from the date of rejection of the Product(s) from You or Klosetedit.
4.5. You agree and acknowledge that listing an illegal, infringing, fake, duplicate, spurious, or counterfeit Product is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of Klosetedit, and may also cause harm and prejudice to the Buyers and You shall not engage or attempt to engage in such activities, failing which, without prejudice to Klosetedit’s other rights and remedies, You shall be liable to pay an amount of INR 1000 for the inconvenience caused. You agree that this liability will not be treated as penalty and Klosetedit shall have all other legal rights and remedies under this Agreement and Applicable Laws. Klosetedit reserves the right to adjust or off set the above amount from any amount accrued or due to You or is required to be remitted to You pursuant to this Agreement.
4.6. After receiving the Product, Klosetedit shall inspect the Product for quality, authenticity of brand, condition of item, age etc. in accordance with Klosetedit’s policies. The items, which shall not be in consonance with the aforementioned clauses, shall be returned to You at Your cost or forwarded to Goonj in case You chose to do so.
4.7. The Products, which shall be accepted by Klosetedit, shall be priced by Klosetedit as per its internal policy and will be informed to You. Once You confirm the Resale Price of Your Product as quoted by Klosetedit, the Product shall be catalogued and thereafter be listed on the Website.
4.8. At the time of inspection in case Klosetedit finds any Product that needs to be Refurbished, Klosetedit shall seek Your consent to Refurbish the said Product and after taking Your consent to Refurbish the Product Klosetedit shall quote the Resale Price of the Product as per its per internal policy.
4.9. The Product shall be kept in the warehouse of Klosetedit for a period of three months from the date the Product is listed on the Website (“Stocking Period”). KlosetEdit shall not be responsible for any normal ageing of a Product at its warehouse. After the said period of three months, Klosetedit shall delist Your Product from the Website (“Delisted Product”) and You shall have the following options:
a. Ask Klosetedit to return the item at Your cost
b. Ask Klosetedit to reduce the Resale Price of the Product and re – list the Product on the Website, however at the discretion of Klosetedit.
c. Donate the Product to Goonj.
5.1. Klosetedit is entitled to a Commission, as provided in Commercial Sheet, for all the Products sold through the Website:
|Resale Price (in INR)||Commission|
|50,000 & above||15%|
5.2. Klosetedit will be entitled to charge a commission of 35 (thirty five) percent for Products which have been Refurbished by Klosetedit.
5.3. Klosetedit shall have the right to amend the Commission (as provided in Clause 5.1 above and specified in the Commercial Sheet) entitled by it and/or add or introduce any new fee or charges and/or the payment cycle as provided in the Commercial Sheet with a prior notice to You. Accordingly, prior to the implementation of the revised fee (as provided in Clause 5.1 above) or new fee or payment cycle for any Product, Klosetedit shall notify You, by way of an email detailing such additions/modifications/amendments/revisions to the fee or payment cycle and seek Your consent to such additions/modifications/amendments/revisions. It shall be Your responsibility to read the emails/notifications sent by Klosetedit from time to time and respond to the same.
5.4. Klosetedit shall, and You hereby authorize Klosetedit to, make the payment of the Proceeds to You after deducting the Commission from the Resale Price. You shall be liable or responsible for bank charges or other costs incurred on account of incomplete or inaccurate information provided by You with respect to your Designated Account.
5.5. For all orders placed on the Website, the Resale Price shall be collected by Klosetedit/Nodal Bank for You in the mode as selected by the Buyer while placing the order (i.e., payment gateway or cash on delivery or any other recognized mode). You hereby authorize Klosetedit or its third party service providers including the Nodal Bank or Delivery Logistics Provider to process, facilitate, collect and remit the Proceeds to You into a bank account designated by you (“Designated Account”). The Designated Account shall be in Your name and shall be opened and operated in accordance with all Applicable Laws.
5.6. Klosetedit shall, at all times, have the right and option to deduct / adjust / off-set any payments due to, or from, You.
5.7. Unless stated otherwise, any and all fees or charges payable by You pursuant to this Agreement are exclusive of applicable taxes, and You agree to pay any taxes that are imposed and payable on such payments.
6.1 Klosetedit provides You an option to donate the Product or the Proceeds towards charity to one of its Charity Partners and this service is governed by the following terms and conditions:
6.1.1 You cannot reverse the option once you have chosen to donate the proceeds of an Product towards Charity.
6.1.2 You will not be entitled to ask Klosetedit to return a Product in case you have marked a Product to be donated to Goonj.
6.1.3 Any Delisted Product, which remains unclaimed by You, will be forwarded to Goonj within 5 working days of intimation to You as per Clause 4.8.
7. OBLIGATIONS OF THE SELLER
7.1. You shall not submit any incorrect, incomplete, misleading or fake information/documents like invoices, brand authorisation certificate or any other document called for by Klosetedit, or re-register with another name in the event of getting delisted from the Website.
7.2. You shall create and maintain proper and complete records of all the Products listed on the Website and also those purchased by the Buyers through the Website, including all taxes, returns, refunds, etc., as may be required for various purposes including regulatory compliances and for the Website’s Buyer’s service purposes.
7.3. You agree that Klosetedit takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, Buyer or any third party, or for any loss or damage thereto, nor is Klosetedit liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, You may encounter. Klosetedit is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive area.
8. REPRESENTATIONS AND WARRANTIES
8.1. The Parties hereby represent and warrant to each other as under:
8.1.1 The Parties have all requisite power, authority and competency to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
8.1.2 The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing contract or Applicable Law.
8.2. In addition, the Seller represents, undertakes and warrants that, at all times during the Term of this Agreement:
8.2.1. it will deal honestly, fairly, and in good faith with both Buyer and Klosetedit;
8.2.2. it will not re-register with another name in the event of delisting due to any reason pursuant to this Agreement;
8.2.3. it will comply with all Applicable Laws in the performance of this Agreement;
8.2.4. that the Product description shall not be misleading and shall describe the actual condition of the Product;
8.3. The Seller represents that the Seller shall not, at any time, use any Intellectual Property Right of Klosetedit in any manner contrary to the terms of this Agreement or without the prior written consent of Klosetedit. The Seller also represents that the Seller shall not purchase any Klosetedit metatags on the Internet without the prior written consent of Klosetedit.
8.4. The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then Klosetedit may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Website and /or disqualify / bar the Seller from selling the Products on the Website.
8.5. Klosetedit represents and warrants that it shall take utmost care of the Products during transit and at the warehouse during the Stocking Period. However, in case any damage is caused to the Product during the aforementioned period, Klosetedit shall pay the Resale Price to the Seller as decided as per Clause 4.7 hereinabove.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. You agree that all Intellectual Property Right, including any brands/logos, trademarks, etc., belonging to Klosetedit are the exclusive property of Klosetedit and, except as provided in this Agreement or permitted under Applicable Laws, cannot in any circumstances be used, or copied, or altered in any manner by You.
10.2. The information and data (including personal and sensitive information and data) of the Buyer or any user of the Website shall be proprietary to Klosetedit and Klosetedit shall alone retain all rights including all Intellectual Property Rights in such information and data. No rights in or to such information and data are deemed to have been granted to the Seller. To the extent the Seller derives any rights in such information and data by virtue of it undertaking the sale and purchase transaction with a Buyer, the Seller shall hold such rights in trust for Klosetedit and the Seller shall do and undertake all such acts to exclusively assign such rights in the information and data to Klosetedit. The Seller further agrees that (a) all such data and information shall be treated as confidential information of Klosetedit for the purposes of this Agreement, irrespective whether whole or part of such data is available in public domain; and (b) Seller shall not use such information and data other than selling the Products through Website or required for law enforcement purposes and shall in no way sell, transfer or otherwise exploit such information and data.
10.3. You hereby acknowledge that Klosetedit is the rightful owner of all photographs of Your Product(s) displayed on the Website and that are paid for by Klosetedit. You may use such Product photographs provided due credit is given to Klosetedit for such photographs.
10.4. The ownership of the Website shall always vest with Klosetedit (or its assignees) and Klosetedit shall make reasonable efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative). Klosetedit does not warrant that the Seller will be able to use the Website and exhibit, advertise, offer for sale the Seller’s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Klosetedit.
10.5. Seller acknowledges that Klosetedit hereby reserves all rights except those expressly granted herein, and that no right or license will arise by implication, estoppels or otherwise by operation of law. Seller shall not and shall not cause to reverse engineer, disassemble or decompile any application, software or other material or objects associated with the Website.
11. LIMITATION OF LIABILITY
KLOSETEDIT WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF KLOSETEDIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, KLOSETEDIT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNT OF THE TRANSACTION/PRODUCT FROM WHICH THE LIABILITY AROSE.
12.1. In addition to any other indemnification obligation of the Seller in this Agreement, the Seller shall indemnify and hold harmless Klosetedit, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any Claim incurred by reason of (i) any breach or alleged breach by the Seller of this Agreement; (ii) any violation by the Seller of Applicable Law or Consents or Seller not obtaining any Consent; (iii) any breach by the Seller of any Policies or any other policies; (iv) any infringement and passing off of Intellectual Property Rights of any third party; (v) Your breach of legally binding product and / or public liability; (vi) the Products or the content of the Products; or (viii) any cheating, misappropriation, fraud or illegal activity of Seller or any its employees or representatives.
12.2. You shall be under an obligation to ensure that Klosetedit is not made a party to any third party Claims and shall promptly and unilaterally take adequate steps to absolve Klosetedit from any liability of any nature whatsoever, either present or anticipated.
12.3. Klosetedit shall be entitled to off-set an amount which in its reasonable estimation is required to safeguard its interests or comply with statutory directions / instructions or to cover losses, damages, liabilities, penalties or Claims or towards the indemnification obligation of the Seller herein contained.
12.4. You shall notify Klosetedit of any Claims made against You, in relation to Your use of the Website / sale of Products to Buyers on the Website, within 2 (two) days of receipt of any notices, or knowledge of such claim by You. If at any time Klosetedit determines in its sole discretion that any indemnified Claim might adversely affect Klosetedit, Klosetedit may take exclusive control of the defence at its expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without Klosetedit prior written consent, which may not be unreasonably withheld.
13.1. The rights and obligations under this Agreement shall not be assigned or transferred by You to any third party whomsoever, during the Term of this Agreement and any such assignment shall be void.
13.2. Klosetedit shall be entitled to transfer or assign any or all of its rights and/or obligations under this Agreement to a third party without a prior written notification to You or any requirement to obtain Your consent.
14. SUSPENSION AND TERMINATION
14.1. This Agreement may be terminated: (i) By Klosetedit, with immediate effect, if You are in breach of any of its terms and/or any of the Policies, provided that, instead of terminating this Agreement, Klosetedit may, at its discretion, delist or disable Your listings from the Website and/or temporarily or permanently disable Your access to Seller Dashboard and/or account; (ii) By Klosetedit, without any reason, by giving You a prior written notice of thirty (30) days; (iii) By Seller, with 30 (thirty) days prior written notice to Klosetedit (to its Grievance Officer), unless specifically stated to the contrary in this Agreement; or (iv) By Klosetedit, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against You, or You make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Your assets.
14.2. Klosetedit also has the right to suspend Your access to the Website (instead of terminating the Agreement) for any period of time (during which time period You shall not be permitted to sell Your Products on the Website) on the occurrence of any of the termination triggers specified in Clause 18.1 above or without any reason as stated in 18.1(ii) above.
14.3. Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
15. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
15.1. Any dispute between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, including any amendments or re-enactments thereto to be adjudicated by a sole arbitrator to be appointed by Klosetedit. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be confidential and in the English language. The arbitrator’s award shall be final and binding on the Parties. During the pendency of the arbitration proceedings or any judicial proceedings, Klosetedit shall have the right, to be exercised in its sole discretion, to suspend Your access of the Website.
15.2. The Agreement shall be governed by and construed in accordance with the laws of India, without reference to rules governing choice of laws. Except for any equitable relief, for which a Party may approach any court having competent jurisdiction, the courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement. Each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You shall not accept this Agreement and use the Website if You do not wish to submit to the aforesaid laws and jurisdiction.
Klosetedit may amend the terms and conditions of this Agreement including the Commercial Sheet and other Policies at any time in its sole discretion by intimating You vide an email sent to the email ID provided by You. You shall thereafter be required to provide us with Your consent/dissent to the proposed amendments vide a return email. In case of a disagreement with the proposed amendments, this Agreement will immediately stand terminated. Whereas, in case You consent to the proposed amendments, the same will come into application on/by the date and time stipulated by Klosetedit.
17. OTHER INFORMATION
In order to cooperate with governmental requests, to protect our systems and users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
18.1. Force Majeure:
Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to technical crash/downtime of website, acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties.
18.2. Entire Agreement:
This Agreement, along with the Commercial Sheet and Policies shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements whether written or oral or in electronic form, between the Parties hereto.
Any notice or other communication to be given hereunder will be in writing and in English language and given by facsimile, post-paid registered, certified mail return receipt requested, or electronic mail. Notice to You shall be issued at the address including electronic address provided by You, as amended by You from time to time.
18.4. No Partnership or Agency:
Seller and Klosetedit are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency (disclosed or undisclosed), franchise, sales representative, or employment relationship between the Parties.
No failure or delay on part of any Party hereto exercising any rights or remedies hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other rights or remedies by such Party. All waivers to be valid shall be in writing and signed.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Further, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws of such jurisdiction.
18.7. Rights and Remedies Supplementary:
The rights and remedies of Klosetedit available under this Agreement are supplementary to, and in addition to, any rights and remedies available to Klosetedit elsewhere or under Applicable Law or in equity.
18.8. Grievance Officer:
In compliance with Information Technology Act, 2000 and the rules made thereunder, the Grievance Officer of Klosetedit for the purpose of this Agreement shall be Deepal Gandhi with email address: firstname.lastname@example.org. Klosetedit may change the aforesaid details from time to time.