These general terms and conditions of purchase (“Terms and Conditions”) shall govern and form an integral part of all agreements entered into and for all purchase orders placed by buyer for the supply of digital product and/ or service. Each such agreement or purchase order shall be referred to herein as the “Agreement”. As used herein, the term “product” shall include both tangible and intangible products, including software, market research reports, infographics, consultation, service requirements, and any related software and/or documentation that may accompany the product.
This Agreement (“Agreement”) is made effective by and between TRISNS LLP, (the “Company”), and buyer of the digital product (hereafter “Client”), for the purpose of Client purchasing a digital service from Company’s online portal (the “nforming.com”). Client agrees to the terms and conditions below by checking the box in the online shopping cart checkout or by submitting payment for the Product.
1. Offer and acceptance/ description
Each order for the product by the Client from company shall be deemed to be an offer by the Client to purchase the products subject to the TC. No order placed by the Client shall be deemed accepted until a written acknowledgement of order is issued by company or (if earlier) company delivers the product or issues the invoice to the Client or commences performance of the Services for the Client. All product orders are accepted subject to availability of the ordered products. Unless otherwise expressly agreed by company in writing, Client represents and warrants that it is purchasing products from company for its own account and use and not on behalf of any other person or entity. If Client is an agent, it represents and warrants that it is purchasing the Products and Services from company for the account and use of no more than one identified institutional subscriber as principal or, if the agent is permitted to order personal subscriptions in a representative capacity, for the account and use of no more than one identified eligible individual subscriber for valid personal use. Client acknowledges that violation of this representation and warranty will cause irreparable harm to company. Upon any violation of this representation and warranty, company shall be entitled to immediate injunctive relief requiring Client to disclose all recipients of company products and services from client, including all actual recipients that have not been previously properly identified by Client. Company shall use commercially reasonable efforts to comply with descriptions of the products agreed by both parties in the relevant order, including such things as format, scope of the study, delivery schedule, printing processes, technical design, size and kind of address file, weights and the like. All drawings, descriptive matter, specifications and advertising issued by company and any descriptions or illustrations contained in company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate description of the Products and Services described in them. They will not form part of the TC. Publishing errors, including, but not limited to, typographical errors, having no significant effect on the editorial content or design characteristics of the Products, cannot be considered a reason for rejecting delivery or, as the case may be, modifying the agreed price.
2. Execution and modification of the order
Any modifications to the agreed product or service description, budget or schedule, as set out in the order acknowledgement, may result in an adjustment to the final price and/or delivery schedule at Company’s discretion.
3. Rates and prices
Unless otherwise agreed by Company in writing the price/ rates for the Products shall be those set out in Company’s current price/ rate list (whether download, print or online). All such prices/ rates shall be exclusive of any handling, packing, loading, freight, transport and insurance charges unless otherwise agreed in writing, and shall also be exclusive of any taxes, import duties or other levies imposed on the sale or import of the Products by local or national authorities, which shall be charged by Company as appropriate. Where applicable, Client shall provide its GST registration number or other evidence of tax exemption to Company at the time of placing its order. If, under the laws of the territory in which Client is selling the Products, the Client is required to withhold any tax on the amounts payable to Company under the TC, then the amount of the payment will be automatically increased to fully offset such tax, so that the amount actually remitted to Company, net of all taxes, equals the amount invoiced or otherwise due. The Client will promptly furnish Company with the official receipt of payment of those taxes to the appropriate taxing authority. All financial transactions must be settled in the currency of the applicable Company invoice. The Client will be solely responsible at its own cost for completing any foreign exchange-related procedures in the said territory that are necessary to make payments to Company under the TC, including without limitation all bank charges and foreign exchange charges.
4. Payment
In consideration for access to the Product provided by Company, Client agrees to compensate Company the fee indicated on the online shopping cart. If any payment methods are declined by the online payment processor, Client shall provide a new eligible payment method before receiving access to the Product. In the event Client has already been given access to the Product and a payment method is declined, Company reserves the right to collect any and all outstanding receivables.
Company may set and vary credit limits for any Client account and shall be entitled to refuse to supply any Client who has exceeded its current credit limit. Legal and beneficial title in any tangible Products supplied by Company to the Client shall remain with Company until Company has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to Company from the Client on any account. The Client cannot resell the Products. The Client shall make all payments due under the TC without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by Company to the Client. From the due date of the invoice to the date of payment in full, interest at the rate of 1% may be charged to the Client on a monthly basis for any sums outstanding, together with any collection fees incurred by Company. If the Client wishes to dispute any invoice (or part), the Client shall, as soon as reasonably practicable, but no later than the due date of such invoice, send full details of such dispute to Company in writing. The Client shall remain liable for any undisputed part of such invoice. Company shall be entitled, at any time, to demand payment in advance and may suspend performance of its obligations arising from the TC until such advance payment has been received. Where the Client is indebted to Company for any other Product under any other order, Company reserves the right to withhold supply of the Products under the current order until any outstanding money is fully paid. Company shall be entitled to apply any money received by the Client, to clear any of the Client’s outstanding debts to Company.
5. Cancellations
Without prejudice to any rights the Client may have under statute as a consumer, if the Client cancels an order either fully or partially, a cancellation fee may be charged. All cancellations must be made in writing. This fee will be calculated to cover any external or internal costs which have been incurred or committed up to and including the date of cancellation. No new external costs will be incurred or committed/contracted from the date of receipt of written notice of cancellation by Company.
In case of pre-orders, cancellation will be as follows:
| Sr. No. | Case | Charges |
| 1 | If confirmed pre-order publication is cancelled before order is processed | Nil |
| 2 | If confirmed pre-order publication is cancelled after order is processed | 25% of Total Order Amount |
| 3 | If confirmed pre-order publication is cancelled after order is ready for Dispatch within 24 hours | 50% of Total Order Amount |
| 4 | If confirmed pre-order publication is cancelled after After order is completed | 100% of Total Order Amount |
6. Refund Policy
Due to the nature of digital products being immediately accessible upon purchase and order completion, no refunds of any fees, or other amounts paid by client in connection with the product will be allowed under any circumstances.
7. Refund for fraudulent/duplicate transaction(s)
The client shall directly contact the Company for any fraudulent transaction(s) on account of misuse of Card/ Bank details by a fraudulent individual/party and such issues shall be suitably addressed by the Company in line with existing rules and policies.
8. Distribution
The Client shall not engage in piracy, reproduction, or plagiarism of the Products or any other products of Company or its affiliates, nor shall it directly or indirectly facilitate any other party to engage in those activities. The Client shall promptly notify Company if it becomes aware of any piracy, reproduction, or plagiarism of the Products by any third party. The Client is solely responsible for collecting from its customers amounts due in respect of its sales of the Products, exercising full credit control and solely bearing all of its own losses resulting from any uncollected amounts. Delays or failures in obtaining such payments will not affect the Client’s obligation to make payments to Company under clause 4.
9. Digital Product Usage
After purchasing the digital product, Client will be given access to the product materials in within [48 hours] through as per the applicable purchased licence types. Client will have lifetime access to the materials so long as the product(s) is/are available.
Company hereby grants to Client one (1) exclusive, non-sublicensable, non-transferable, license to use the product. Client understands and agrees that the Product materials may not be shared with any third party. In the event Company suspects that the Product is being shared with another party, Company reserves the right to immediately terminate Client’s access to the Product.
Client may use the Product for his/her own personal use and business use and may modify the language as he/she sees fit. Client is obligated to tag or give credit to Company for the copy in the Product he/she uses, posts, or shares.
10. Intellectual property
Copyright and other intellectual property rights to all Company proposals, publications and other Products and or Services shall remain with Company unless agreed otherwise in writing. The rights granted by Company are restricted to use solely by the Client and may not be assigned, transferred or sublicensed without the prior written permission of Company. The rights granted by Company are non-exclusive and for the purpose expressly agreed upon. Any other use shall require the prior written permission of Company. The Client shall not acquire any intellectual property rights in the Products. No part of the Company proposals, publications or Products may be stored in any automated data file and/or reproduced, whether electronically, mechanically, by photocopying, recording or in any other manner or form, without the specific prior written permission of Company.
11. Warranties and Liability
Company makes every effort to ensure that the Product is accurate and fit for the use of Company’s customers. However, Company takes no responsibility whatsoever for the suitability of the Product, and Company provides no warranties as to the function or use of the Product, whether express, implied or statutory, including without limitation any warranties of merchantability or fitness for particular purpose. Client agrees to indemnify Company against all liabilities, claims, demands, expenses, actions, costs, damages, or loss arising out of Client’s breach of these terms and conditions. Company shall not be liable to Client or any third party for consequential, indirect, special or exemplary damages including but not limited to damages for loss of profits, business or anticipated benefits whether arising under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the possibility of such damages.
12. Guarantees
Company does not make any guarantees as to the results, including financial or other personal gains, of Client’s use of the Product. Client agrees to take responsibility for Client’s own results with regard to using the Product.
13. Force Majeure
If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of earthquake, fire, flood or other casualty or due to strikes, riot, storms, explosions, acts of God, death of him/herself or a family member, war, terrorism, pandemics, or a similar occurrence or condition beyond the reasonable control of the parties, the party so affected shall, upon giving prompt notice to the other party, be excused from such performance during such prevention, restriction or interference, and any failure or delay resulting therefrom shall not be considered a breach of this Agreement.
14. Personal Information
By purchasing the Product, Client will be asked to provide personal information including his/her name, email address, mailing and billing address. Client agrees to allow Company access to this personal information for all lawful purposes. Client is responsible for the accuracy of the identifying information, maintaining the safety and security of his/her identifying information, and updating Company on any changes to his/her identifying information.
The billing information provided to Company by Client will be kept secure and is subject to the same confidentiality and accuracy requirements as Client’s identifying information indicated above. Providing false or inaccurate information, or using the Product for fraud or unlawful activity, is grounds for immediate termination from the Product.
15. Release & Reasonable Expectations
Client has spent a satisfactory amount of time reviewing Company’s business and has a reasonable expectation that Company’s Product will produce different outcomes and results for each Client. Client understands and agrees that:
- Every client and final result using the Product is different;
- The Product is intended for a mass audience.
16. Entire Agreement
This is a binding Agreement that incorporates the entire understanding of the parties, supersedes any other written or oral agreements between the parties, and any modifications must be in writing, signed by both parties, and physically attached to the original agreement.
17. Venue and Jurisdiction
The laws of the State of Maharashtra shall govern this contract, and any resulting arbitration shall take place within Pune, Maharashtra. Both parties assume responsibility for all collection costs and legal fees incurred should enforcement of this Agreement become necessary.
18. Mediation and Arbitration
Any and all disputes or disagreements rising between the parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided first by mediation, and if mediation is unsuccessful, then arbitration in accordance with the procedural rules of the Indian Council of Arbitration. The parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Pune, Maharashtra, unless another location is mutually agreed to by the parties. The cost and expenses of the arbitrators shall be shared equally by the parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.
19. Transfer
This agreement cannot be transferred or assigned to any third party without written consent of both parties.
19. Severability
In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this agreement.
Contact us at nfo@nforming.com for questions related to refunds and returns.
