Terms & Condition | Hapdel
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Terms And Conditions

Welcome to the Hapdel latform. Please read these terms and conditions carefully. The following Terms of Use govern your use and access of the Platform (defined below) and the use of the Services. By accessing the Platform and/or using the Services, you agree to be bound by these Terms of
Use. If you do not agree to these Terms of Use, do not access and/or use his Platform or the Services.

Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Customers with accounts only. You may not obtain or attempt to obtain unauthorized access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use.

If you are below 18 years old: you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Platform and using the Services.

1. Definitions & Interpretation

Unless otherwise defined, the definitions and provisions in respect of  interpretation set out in Schedule 1 will apply to these Terms of Use.

2. General use of Services and/or access of Platform

2.1 Guidelines to the use of Platform and/or Services: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.

2.2 Restricted activities: You agree and undertake NOT to:

(a) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
(b) use the Platform or Services for illegal purposes;
(c) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;
(d) post, promote or transmit through the Platform or Services any Prohibited Materials;
(e) interfere with another‟s utilization and enjoyment of the Platform or Services;
(f) use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components,
malicious code or harmful components which may impair or corrupt the Platform‟s data or damage or interfere with the operation of another Customer‟s computer or mobile device or the Platform or Services; and
(g) use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable
Internet standards and any other applicable laws.

2.3 Availability of Platform and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.

2.4 Right, but not obligation, to monitor content: We reserve the right, but shall not be obliged to:

(a) monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action it deems appropriate;
(b) prevent or restrict access of any Customer to the Platform and/or the Services;
(c) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
(d) to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

2.5 Privacy Policy: Your use of the Services and/or access to the Platform is also subject to the Privacy Policy as set out Here

2.6 Terms & Conditions of Sale: Purchases of any Product would be subject to the Terms & Conditions Of Sale

2.7 Additional terms: In addition to these Terms of Use, the use of specific aspects of the Materials and Services, more comprehensive or updated versions of the Materials offered by us or our designated sub-contractors, may be subject to additional terms and conditions, which will apply in full force and effect.

3. Use of Services

3.1 Application of this Clause: In addition to all other terms and conditions of these Terms of Use, the provisions in this Clause 3 are the additional specific terms and conditions governing your use of the Services.
3.2 Restrictions: Use of the Services is limited to authorized Customers that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law. Customers who have breached or are in breach of the terms and conditions contained herein and Customers who
have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 3.2.
3.3 General terms of use: You agree:

(a) to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and
(b) to ensure that any information or data you post or cause to appear on the Platform in connection with the Services is accurate and agree to take sole
responsibility for such information and data.

3.4 Product description: While we endeavor to provide an accurate description of the Products, we do not warrant that such description is accurate, current or free from error.
3.5 Prices of Products: All Listing Prices are subject to taxes, unless otherwise stated. We reserve the right to amend the Listing Prices at any time without giving any reason or prior notice.
3.6 Third Party Vendors: You acknowledge that parties other than Hapdel (i.e.Third Party-Vendors or Sellers) list and sell Products on the Platform.
Whether a particular Product is listed for sale on the Platform by Hapdel or a Third-Party Vendor may be stated on the webpage listing that Product. For
the avoidance of doubt, each agreement entered into for the sale of a ThirdParty Vendor‟s Products to a Customer shall be an agreement entered into
directly and only between the Third-Party Vendor and the Customer.

4. Customers with Hapdel accounts

4.1 Username/Password: Certain Services that may be made available on the Platform may require creation of an account with us or for you to provide
Personal Data. If you request to create an account with us, a Username and Password may either be: (i) determined and issued to you by us; or (ii)
provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant
Platform. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username
and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising
out of or in connection with or by reason of such request or invalidation. You hereby agree to change your Password from time to time and to keep the
Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such
use is authorized or not) of the Username and/or Password. You should notify us immediately if you have knowledge that or have reason for
suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorized use of the  Username and/or Password or if your Personal Data requires updating. 
4.2 Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the Platform and any information, data or
communications referable to your Username and Password shall be deemed to be, as the case may be:
• (a) access to the relevant Platform and/or use of the Services by you; or
• (b) information, data or communications posted, transmitted and validly issued by you.

You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use are authorized by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use of any Services and/or or access to the Platform referable to your Username and Password.

5. Intellectual property

5.1 Ownership: The Intellectual Property in and to the Platform and the Materials are owned, licensed to or controlled by us, our licensors or our
service providers. We reserve the right to enforce its Intellectual Property to the fullest extent of the law.

 5.2 Restricted use: No part or parts of the Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated,
altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant
copyright owners. Subject to Clause  5.3, permission will only be granted to you to download, print or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.

 5.3 Trademarks: The Trademarks are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks displayed on the Services, without our written permission or any other applicable trademark owner.

6. Our limitation of responsibility and liability

  • 6.1 No representations or warranties: The Services, the Platform and the Materials are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform, the Services or the Materials are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform, the Services or the Materials. Without prejudice to the generality of the foregoing, we do not warrant:
    (a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Platform, the Services or the Materials;
    (b) that the Platform, the Services or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any
    identified defect will be corrected;
    (c) that the Platform, the Services or the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent,
    program or macros; and
    (d) the security of any information transmitted by you or to you through the Platform or the Services, and you accept the risk that any information
    transmitted or received through the Services or the Platform may be accessed by unauthorized third parties and/or disclosed by us or our
    officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and
    electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission
    due to the public nature of the Internet.
    6.2 Exclusion of liability: Hapdel Indemnities shall not be liable to you for any Losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
    (a) any access, use and/or inability to use the Platform or the Services;
    (b) reliance on any data or information made available through the Platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;
    (c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or
    corrupting code, agent program or macros; and
    (d) any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
    6.3 At your own risk: Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Platform is entirely at your own risk and we shall not be liable therefor.

7. Hyperlinks, and alerts

7.1 Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

 7.2 Promotions: We may attach banners, java applets and/or such other materials to the Platform for the purposes of promoting our or our ThirdParty Vendors‟ products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such promotional materials.

8. Your submissions and information

8.1 Submissions by you: You grant us a non-exclusive license to use the materials or information that you submit to the Platform and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, “Submissions”). When you post comments or reviews to the Platform, you also grant us the right to use the name that you submit or your Username in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, publish, remove or edit your Submissions. 

8.2 Consent to receive e-mails: You give your full, free, and unequivocal consent and authority to the collection, processing and use by us of any information provided by you (including Personal Data) for the purposes of sending informational and promotional e-mails and any and all communications, notices, updates and other information to you,. Your agreement to the provisions of this Clause 8.2 shall constitute your consent for the purpose of the provisions of any spam control laws (whether in India or elsewhere). You may subsequently opt out of receiving promotional emails by clicking on the appropriate hyperlink in any promotional e-mail.

 8.3 Hapdel may, from time to time, be required by government agencies to disclose certain information in connection with any audit or investigation. You understand that we are not required to contest any demand made by an (government) authority for such information. Privacy Policy: You acknowledge that you have read and agree to the Privacy Policy set out here and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

9. Termination

9.1 Termination by us: In our sole and absolute discretion, we may with immediate effect, upon giving you notice, terminate your use of the Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Platform. 

9.2 Termination by you: You may terminate these Terms of Use by giving seven days‟ notice in writing to us.

10. Notices

10.1 Notices from us: All notices or other communications given to you if: 

(a) communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or 

(b) sent by post or left at your last known address will be deemed to be received by you on the day following such posting or on the day when it was so left. 

10.2 Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavor to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed. 10.3 Other modes: Notwithstanding Clauses 10.1 and 10.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

11. General

11.1 Cumulative rights and remedies: Unless otherwise provided under these Terms of Use, the provisions of these Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms of Use, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity. 

11.2 No waiver: Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

11.3 Severability: If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use. 

11.4 Rights of third parties: A person or entity who is not a party to these Terms of Use shall have no right under any legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use. 

11.5 Governing law: Use of the Platform and/or the Services and these Terms of Use shall be governed by and construed in accordance with Indian law. If any dispute arises in connection with these Terms of Use, the Parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the Parties are not able to reach an amicable settlement pursuant to the preceding section they shall try to agree on an appropriate ADR proceeding (for example mediation, conciliation, expert determination, dispute board, adjudication). If they do not reach agreement on the appropriate ADR proceeding within 14 days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding within a period of two months after initiation of the ADR preceding, each Party may initiate an arbitration proceeding pursuant to the following paragraph. All disputes arising out of or in connection with the present contract, including any question regarding its existence, validity or termination, shall be finally settled in accordance with the Arbitration and Conciliation Act, 1996. Reference of any such dispute shall be made to the Delhi International Arbitration Centre, Delhi High Court. The seat of arbitration shall be the New Delhi. The language to be used in the arbitration proceedings shall be English. 

11.6 Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy. 

11.7 Amendments: We may by notice through the Platform or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms of Use. Our right to vary these Terms of Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use. 

11.8 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part. 

11.9 Currency: Money references under these Terms of Use shall be in Indian Rupee. 

11.10 Language: In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take precedence over the Foreign Language Version. 

11.11 Entire agreement: These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof. 

11.12 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object. 

11.13 Sub-contracting and delegation: We reserve the right to delegate or subcontract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate. 

11.14 Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party. 

11.15 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform’s and/or Services‟ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.

12. Voucher Terms & Conditions

The following terms and conditions (T&Cs) apply to your use and redemption of promotional vouchers or voucher codes, where such vouchers are offered for no consideration (according to voucher Terms & Conditions)

Schedule 1 

Definitions and Interpretation

1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use: 

1.1 “Customer” has the same meaning as in the Terms & Conditions of Sale. 

1.2 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names,
layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential
information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights. 

1.3 “Hapdel Indemnitees” means Hapdel and all of its respective officers, employees, directors, agents, contractors and assigns. 

1.4 “Hapdel”, “we”, “our” and “us” refer to ……………………………, a company incorporated pursuant to the Companies Act, 1956 and having its registered
address at ………………………………. 

1.5 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform. 

1.6 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses,
actions, proceedings, claims, demands and other liabilities, whether foreseeable or not. 

1.7 “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform. 

1.8 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale. 

1.9 “Password” refers to the valid password that a Customer who has an account with Hapdel may use in conjunction with the Username to access the
relevant Platform and/or Services. 

1.10 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail
address, billing address, shipping address, phone number and credit card information. “Personal Data” shall be deemed to include any data that you
have provided to us when placing an Order, regardless of whether you have an account with us. 

1.11 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Hapdel which is presently located at the following
URL:…………………………..; and (b) the mobile applications made available from time to time by Hapdel, including the iOS and Android versions.

 1.12 “Privacy Policy” means the privacy policy set out here. 

1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform. 

1.14 “Prohibited Material” means any information, graphics, photographs, data and/or any other material that: 

(a) contains any computer virus or other invasive or damaging code, program or macro; 

(b) infringes any third-party Intellectual Property or any other proprietary rights;

 (c) is defamatory, libelous or threatening; 

(d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
(e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion. 

1.15 “Services” means services, information and functions made available by us at the Platform. 

1.16 “Submission” is as defined in Clause 8.1 of these Terms of Use. 

1.17 “Terms & Conditions of Sale” means the terms and conditions governing a Customer‟s purchase of the Products and are set out Here. 

1.18 “Terms of Use” means the recitals, Clauses 1 to 12 and any Schedules to these terms and conditions. 

1.19 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, including the Hapdel trademark,
which is property of ………………………. 

1.20 “Username” refers to the unique login identification name or code which identifies a Customer who has an account with Hapdel. 

1.21 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions, towards the payment of purchases on the Platform. 

1.22 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.


2. Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time. In the Agreement, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the
words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only
and shall not affect the interpretation of these Terms of Use. In the event of a conflict or inconsistency between any two or more provisions under these
Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of
Hapdel and the provision which is more favorable to Hapdel shall prevail.

Terms & Conditions of Sale

1. Definitions & Interpretation

 Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms & Conditions of Sale.



2. Purchase of Products

2.1 Your compliance: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the
purchase of Products through the Platform, as well as any amendments to the aforementioned, issued by Hapdel (whether as part of use of the Platform or in relation to the purchase of Products, on behalf of Seller), from time to time. Hapdel reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform. 

2.2 Sellers: Products are sold by “Sellers”. Hapdel may be a “Seller” for selected Products. “Seller” may also refer to a party other than Hapdel (such
party referred to in these Terms & Conditions of Sale as a “Third Party Vendor”). Whether a particular Product is listed for sale on the Platform by
Hapdel or a Third-Party Vendor may be stated on the webpage listing that Product. Products sold to you by Sellers will be governed by individual
Customer Contracts (more details below in Clause 2.6) which: 


2.2.1 for Products sold by Third-Party Vendors, shall be agreements entered into directly and only between the Third-Party Vendor and you; and


2.2.2 for Products sold by Hapdel, shall be agreements entered into directly and only between Hapdel and you. 

2.3 Product description: While Seller endeavors to provide an accurate description of the Products, neither Hapdel nor Seller warrants that such description is accurate, current or free from error. In the event that the Product you receive is of a fundamentally different nature from the Product
as described on the Platform and which you have ordered, Clause 6 of these Terms & Conditions of Sale shall apply. 

2.4 Placing your Order: You may place an Order by completing the Order form on the Platform and clicking on the “Submit Order button. Seller will not
accept Orders placed in any other manner. You shall be responsible for ensuring the accuracy of the Order. 

2.5 All Orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and Seller shall be entitled (but not obliged) to process such Order(s) without your further consent and without any further reference or notice to you. Nevertheless, in certain circumstances as stated in Clause 8, you may request to cancel or amend the Order which Seller will endeavor to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing, Seller is not obliged to give effect to any request to cancel or amend any Order. The details regarding the cancellation process and policy of Hapdel can be accessed Here. 

2.6 Seller‟s reservation of rights in respect of Orders: All Orders shall be subject to Seller‟s acceptance in its sole discretion and each Order accepted
by Seller (such accepted Order to be referred to as a “Customer Contract”) shall constitute a separate contract. You acknowledge that unless you
receive a notice from Hapdel confirming your Order, Seller shall not be party to any legally binding agreements or promises made between Seller and you for the sale or other dealings with the Product(s) and accordingly Seller shall not be liable for any Losses which may be incurred as a result. For the
avoidance of doubt, Seller reserves the right to decline to process or accept any Order received from or through the Platform in its absolute discretion.
Please note that there are cases when an order cannot be processed for various reasons. Hapdel reserves the right to refuse or cancel any order for
any reason at any given time. You may be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order 

2.7 Termination by Seller in the event of pricing error: Seller reserves the right to terminate the Customer Contract, in the event that a Product has
been mispriced on the Platform, in which event Hapdel shall, on behalf of Seller, notify you of such cancellation. Seller or Hapdel shall have such right
to terminate such Customer Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to you.
Upon termination of the Customer Contract under this clause, the Seller shall refund the payment charged to you for the Product, subject to the process and timelines of payment providers and/or payment partners, as provided under clause 5.6.2 below. 

2.8 Product Warranty: The warranties with respect to a Product (“Product Warranty”) sold under a Customer Contract shall be as stated by Seller via
the Platform, under the “Specifications” tab in the field “Product Warranty” for the relevant Product, and shall be limited by the terms and conditions
therein. The warranties and conditions, remedies for breach of warranty or condition, or other terms stated in the Product Warranty are, unless
expressly prohibited by applicable mandatory law, in lieu of all other terms, warranties and conditions, whether expressed or implied, statutory or
otherwise. Except as expressly provided in such Product Warranty, Seller excludes (unless expressly prohibited by applicable mandatory law) all other
express or implied terms, warranties or conditions with respect to the Products supplied. 

2.9 Customer‟s acknowledgement: You acknowledge and warrant that you have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Seller which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or
specifications contained in any document including any catalogues or publicity material produced by either Hapdel or Seller. You also acknowledge
and agree that to the extent allowed under the Indian law, the exclusion of warranties, exclusion of liability and exclusion of remedies in these Terms &
Conditions of Sale and Customer Contracts allocate risks between the parties and permit Seller to provide the Products at lower fees or prices than
Seller otherwise could and you agree that such exclusions on liability are reasonable. 

2.10 No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.9 and to the extent allowed under Indian law: 

2.10.1 no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Products supplied or that they will be
suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made
known to Seller; 

2.10.2 any actions arising from the breach of any warranty or representation, or any right to damages, whether express or implied, shall be extinguished if an action is not brought against Hapdel within six months from the date of delivery, or from the scheduled delivery of the Product. 

2.10.3 Hapdel shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, intangible losses, and any other type of damages caused by any breach of a Third Party Vendor‟s implied or express warranty
on the Products; 

2.10.4 for products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be
available; product manuals, instructions and safety warnings may not be in destination country languages; the products (and accompanying materials)
may not be designed in accordance with destination country standards, specifications, and labelling requirements; 

2.10.5 Seller is not liable for any Losses suffered by any third party directly or indirectly caused by repairs or remedial work carried out without Hapdel‟s
prior written approval and the Customer shall indemnify Seller against all Losses arising out of such claims; 

2.10.6 Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has
not been paid in cleared funds by the due date for payment; and 

2.10.7 To the extent allowed under Indian law, Seller shall be under no liability whatsoever in respect of any defect in the Products arising after the expiry of the applicable Product Warranty, if any. 

2.11 Intellectual Property: 

2.11.1 Unless the prior written consent of Hapdel has been obtained, the Customer shall not remove or alter the trade marks, logos, copyright notices,
serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products. 

2.11.2 Where software applications, drivers or other computer programs and/or all other design details, technical handbooks or manuals, drawing or
other data (all collectively referred to as “Product Materials”) are supplied to the Customer by Seller in connection with the Order, the use and retention of the Product Materials are subject to the terms and conditions of license or use (such as end-user licenses, restrictions or conditions of use) as may be prescribed by Seller or its licensors and must not be used other than strictly in accordance with such terms and conditions. 

2.11.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of Seller or its licensors. The Customer further
agrees that any and all Intellectual Property embodied in or relating to the Product Materials shall remain the sole and exclusive property of Seller or
its licensors. Unless otherwise expressly provided in the Order or the prior written consent of Hapdel has been obtained, the Customer undertakes to
return the Product Materials and/or any copies thereof upon Hapdel‟s request.

3. Delivery of Products 

3.1 Address: Delivery of the Products shall be made to the address you specify in your Order either by Seller or by Hapdel (or its agents) on behalf of
Seller. 

3.2 Shipping & packing charges: Shipping and packing charges shall be as set out in the Order. 

3.3 Tracking: You may track the status of the delivery at the “Order Tracking” page of the Platform. 

3.4 Delivery timeframe: You acknowledge that delivery of the Products is subject to availability of the Products. Seller will make every reasonable
effort to deliver the Product to you within the delivery timeframe stated on the relevant page on which the Product is listed, but you acknowledge that
while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates.
All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed Seller will inform you accordingly via email and your Product will be dispatched as soon as it becomes available to Seller. The time for delivery shall not be of the essence, and Seller (nor any
of its agents) shall not be liable for any delay in delivery whatsoever caused. 

3.5 Deemed receipt: In the event you do not receive the Product by the projected delivery date and provided that you inform Hapdel within 3 days
immediately from such projected delivery date, Seller will try, to the best of Seller‟s ability, to locate and deliver the Product. If Hapdel does not hear
from you within 3 days from such projected delivery date, you shall be deemed to have received the Product subject to your rights under Indian law. 

3.6 Customer‟s failure to take delivery: If the Customer fails to take delivery of the Products (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Seller‟s fault) then without prejudice to any other right or remedy available to Seller, Seller may terminate the Customer Contract. 

4. Prices of Products 

4.1 Listing Price: The price of the Products payable by a Customer shall be the Listing Price at the time at which the Order placed by the Customer is
transmitted to Seller (through the Platform). Hapdel and/or Seller is determined to provide the most accurate pricing information on the platform
to its customers. However, errors may still occur, such as cases when the price of an item is not displayed correctly on the website. As such, Hapdel
and/or Seller reserves the right to refuse or cancel any order. In the event that an item is mispriced, Hapdel may, at its own discretion, either contact
you for instructions or cancel your order and notify you of such cancellation. Hapdel shall have the right to refuse or cancel any such orders whether or
not the order has been confirmed and your credit card or bank account
charged. 

4.2 Taxes: All Listing Prices are subject to taxes, unless otherwise stated. Seller reserves the right to amend the Listing Prices at any time without giving any reason or prior notice. 

5. Payment 

5.1 General: You may pay for the Product using any of the payment methods prescribed by Hapdel from time to time. When you place an Order, actual
payment will be only charged upon Seller‟s acceptance of your Order and formation of a Customer Contract. All payments shall be made to Hapdel,
either accepting payment in its own right or as Seller‟s agent (where Seller is a Third-Party Vendor). You acknowledge that Hapdel is entitled to collect
payments from you on behalf of Third Party Vendors. 

5.2 Additional terms: The payment methods may be subject to additional terms as prescribed by Hapdel from time to time. 

5.3 Payment methods: You agree that you are subject to the applicable user agreement of your payment method. You may not claim against Seller or any of its agents (which may include Hapdel), for any failure, disruption or error  in connection with your chosen payment method. Hapdel reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason. 

5.4 Invoicing: Seller may invoice you upon the due date of any payment under a Customer Contract. 

5.5 Failure to pay: If the Customer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to Seller, Seller shall be entitled to cancel the Customer Contract or suspend delivery of the Products until payment is made in full. 

5.6 Refund of Payment: 

5.6.1 All refunds shall be made via the original payment mechanism and to the person who made the original payment, except for Cash on Delivery,
where refunds may be made via bank transfer or store credit into the individual‟s bank account provided that complete and accurate bank account
details are provided to us. 

5.6.2 We offer no guarantee of any nature for the timeliness of the refunds reaching your account. The processing of payment may take time and it is
subject to the respective banks and/or payment provider internal processing timeline. 

5.6.3 All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by us. 

5.6.4 All refunds are conditional upon our acceptance of a valid return of the Product. 

5.6.5 We reserve the right to modify the mechanism of processing refunds at any time without notice. 

5.6.6. The guidelines regarding the refunds process of Hapdel can be accessed Here. 

6. Returns/Repairs/Replacements 

6.1 Return Policy: All returns must be done in accordance with the instructions set out in the Return Policy Here. Seller is not obliged to agree to any return unless all such instructions are followed to Seller‟s and Hapdel‟s satisfaction. Should Seller agree to the return, Seller will deliver the replacement Product to your specified address. 

6.2 Permitted returns: Subject to Clause 6.1, within 14 days and/or 7 days, depending on the product, from the date of delivery of the Product, you may
return a Product when you: 

6.2.1 receive a product that is fundamentally different in nature from the Product specified in the Customer Contract; 

6.2.2 receive a faulty or damaged Product; 

6.2.3 receive a product that is not as advertised on the platform; 

6.2.4 wrong item is delivered; 

6.2.5 receive a product that has missing parts/items; or 

6.2.6 receive a product that does not fit (for fashion items). 

6.3 Repair, replacement or price reduction: As an alternative to returning faulty or damaged Products under Clause 6.2, a Customer may request for a
repair or replacement of such Products. Such request shall be irrevocable upon notification of the request to Hapdel and the Customer may not later
elect for a return under Clause 6.2. Where the Products have not been repaired or replaced within a reasonable time, Hapdel may, at its sole discretion, grant to the Customer a reduction of the price in proportion to the reduced value of the Products, provided that under no circumstance shall such reduction exceed 15 per cent. (15%) of the price of the affected Products. Upon repair, replacement or price reduction being made as aforesaid, the Customer shall have no further claim against Seller.

 6.4 Replacement Products: When Hapdel has provided replacement Products or given the Customer a refund, the non-conforming Products or parts
thereof shall become Seller‟s property and upon request such Products or parts thereof should be shipped back to Seller. 

6.5 Risk of damage or loss: Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery, or if the Customer wrongfully
fails to take delivery of the Products, the time when Seller (via Hapdel or Hapdel‟s agents) has tendered delivery of the Products. 

6.6 In cases where the customer refuses to take possession of the product without sufficient cause or justification, or returns the item without  sufficient
cause or justification, as provided under Clause 6, Hapdel will safely keep the item for a period of fifteen (15) days, reckoned from the date Hapdel receives the product from customer. After the lapse of such period, the product or item is deemed abandoned by customer, and Hapdel or Seller may dispose of the product or item. Notwithstanding the foregoing, Hapdel will use its best efforts to return the product to the Customer within the time frame provided.

7. Questions and complaints


If you have any questions or complaints, please contact Hapdel using the “Contact Us” page on the Platform. Hapdel will liaise with Sellers on your
questions and complaints.  

8. Termination 

8.1 Cancellation by you: You may cancel the Customer Contract before Seller dispatches the Products under such Customer Contract by written notice to Hapdel at ”Contact Us” page on the Platform, subject to Clause 2.5. If the Products have already been dispatched, you may not cancel the Customer
Contract but may only return the Products in accordance with Clause 6. 

8.2 Cancellation by Seller: Without prejudice to any other right of termination elsewhere in these Terms & Conditions of Sale, Seller, or Hapdel acting on
Seller‟s behalf, may stop any Products in transit, suspend further deliveries to the Customer and/or terminate the Customer Contract with immediate
effect by written notice to the Customer on or at any time after the occurrence of any of the following events: 

8.2.1 the Products under the Customer Contract being unavailable for any reason; 

8.2.2 the Customer being in breach of an obligation under the Customer Contract; 

8.2.3 the Customer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Customer‟s winding up or
dissolution; 

8.2.4 the making of an administration order in relation to the Customer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Customer‟s assets; or

 8.2.5 the Customer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.


9. Risk and property of the Goods 

9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the
Goods, the time when Hapdel has tendered delivery of the Goods. 

9.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Customer until Hapdel has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by  Hapdel to the Customer for which payment is then due. For cross-border transactions or for products shipped from abroad or overseas, the contract of sale is deemed to have been entered into or perfected in the place where the Seller is located. 

9.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Hapdel’s fiduciary agent and bailee and
shall keep the Goods separate from those of the Customer. 

9.4 The Customer agrees with Hapdel that the Customer shall immediately notify Hapdel of any matter from time to time affecting Hapdel‟s title to the
Goods and the Customer shall provide Hapdel with any in-formation relating to the Goods as Hapdel may require from time to time. 

9.5 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) Hapdel shall be entitled at any time to demand the Customer to deliver up the Goods to Hapdel and in the event of non-compliance. Hapdel reserves its right to take legal action against the Customer for the delivery up the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer. 

9.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Hapdel but if the Customer does so all moneys owing by the Customer to Hapdel shall (without prejudice to any other right or remedy of Hapdel) forthwith become due and payable. 

9.7 If the provisions in this Condition 9 are not effective according to the law of the country in which the Goods are located, the legal concept closest in
nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition,
and the Customer shall take all steps necessary to give effect to the same. 

9.8 The Customer shall indemnify Hapdel, all of its respective officers, employees, directors, agents and contractors against all loss damages costs
expenses and legal fees incurred by the Customer in connection with the assertion and enforcement of Hapdel’s rights under this condition. 

10. Limitation of liability 

10.1 Sole remedies of customer: The remedies set out in Clause 6 are the Customer‟s sole and exclusive remedies for non-conformity of or defects in
the products. 

10.2 Maximum Liability: Notwithstanding any other provision of these terms & conditions of sale, Seller‟s maximum cumulative liability to you or to any
other party for all losses under, arising out of or relating to the sale of products under each customer contract, will not exceed the sums that you
have paid to Seller under such customer contract. 

10.3 Exclusion of liability: Hapdel indemnitees shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of
action) arising directly or indirectly in connection with: 

(i) amounts due from other users of the platform in connection with the purchase of any product; 

(ii) the sale of the products to you, or its use or resale by you; and 

(iii) any defect arising from fair wear and tear, willful damage, misuse, negligence, accident, abnormal storage and or working conditions, alteration or
modification of the products or failure to comply with Seller‟s instructions on the use of the products (whether oral or written). 

11. General 

11.1 References to “Hapdel”: References to “Hapdel” in these Terms and Conditions of Sale apply both to Hapdel‟s actions on its own behalf as Seller
and/or as the operator of the Platform or as the agent of Third Party Vendors as Sellers in respect of each and every Customer Contract. 

11.2 Right to subcontract: Third Party Vendors or Sellers shall be entitled to delegate and/or subcontract any rights or obligations under these Terms &
Conditions of Sale to Hapdel or any of Hapdel‟s designated service providers, subcontractors and/or agents. 

11.3 Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of
Sale and Seller‟s rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or
remedies Seller may have in law or in equity, and no exercise by Seller of any one right or remedy under these Terms & Conditions of Sale, or at law or
in equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity) operate so as to hinder or prevent Seller‟s exercise of any other such right or remedy as at law or in equity. 

11.4 Warranties: The implied warranty under the New Civil Code of the India against hidden defects and the rights of a consumer under Title III, Chapter III of the Consumer Act of the India shall apply. 

11.5 No waiver: Seller‟s failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these terms, and such failure shall not affect
the right later to enforce these Terms & Conditions of Sale. Seller would still be entitled to use its rights and remedies in any other situation where you
breach these Terms & Conditions of Sale. 

11.6 Severability: If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal, invalid or unenforceable in any respect,
the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in
force as if such illegal, invalid or unenforceable provision was severed from these Terms & Conditions of Sale. 

11.7 Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under any legislation in any
jurisdiction to enforce any term of these Terms & Conditions of Sale, regardless of whether such person or entity has been identified by name, as
a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms & Conditions of Sale. 

11.8 Governing law: These Terms & Conditions of Sale shall be governed by, and construed in accordance with the laws of India. 

11.9 If any dispute arises in connection with these Terms of Use, the Parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the
Parties are not able to reach an amicable settlement pursuant to the preceding section they shall try to agree on an appropriate ADR proceeding
(for example mediation, conciliation, expert determination, dispute board, adjudication). If they do not reach agreement on the appropriate ADR
proceeding within 14 days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding within a period of two
months after initiation of the ADR preceding, each Party may initiate an arbitration proceeding pursuant to the following paragraph. All disputes arising out of or in connection with the present contract, including any question regarding its existence, validity or termination, shall be finally settled in accordance with the rules of the Delhi International Arbitration Centre (“DIAC”) as per the Arbitration and Conciliation Act, 1996 for the time being in force, which rules are deemed incorporated by reference into this clause. The arbitral tribunal shall consist of three arbitrators to be chosen in  accordance with the rules of the DIAC. The seat of arbitration shall be the India. The procedural law of this seat applicable to commercial arbitration proceedings shall apply where the Rules are silent. The language to be used in the arbitration proceedings shall be English. 

11.10 Injunctive relief: Seller may seek immediate injunctive relief if Seller makes a good faith determination that a breach or non-performance is such
that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy. 

11.11 Amendments: Seller may by notice issued jointly with Hapdel through the Platform or by such other method of notification as Seller may designate
solely through Hapdel (which may include notification by way of e-mail), vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date Seller specifies through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms & Conditions of Sale. Seller‟s right to vary these Terms & Conditions of Sale in the manner aforesaid will be exercised with the joint involvement of Hapdel (either via the Portal or such other means as Hapdel prescribes) and subject to the foregoing, may be exercised without the consent of any person or entity who is not a party to these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular Order is the latest version in force. 

11.12 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on Seller‟s part shall be subject to correction without any liability on Seller‟s part. 

11.13 Currency: Money references under these Terms & Conditions of Sale shall be in India Pesos. 

11.14 Language: In the event that these Terms & Conditions of Sale is executed or translated in any language other than English (“Foreign Language
Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.

 11.15 Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between you and Seller relating to the subject matter
hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof. 

11.16 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if
any) maintained by Seller or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between Seller and you. You hereby agree that all
such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such
records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if
any, to so object. 

11.17 Subcontracting and delegation: Hapdel reserves the right to delegate or subcontract the performance of any of its functions in connection with the
performance of its obligations under these Terms & Conditions of Sale and reserves the right to use any service providers, subcontractors and/or
agents on such terms as Hapdel deems appropriate. 

11.18 Assignment: You may not assign your rights under these Terms & Conditions of Sale without Seller‟s prior written consent. Seller may assign its rights under these Terms & Conditions of Sale to any third party. 

11.19 Force Majeure: Neither Hapdel nor Seller shall be liable for nonperformance, error, interruption or delay in the performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform’s and/or Services‟ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond Hapdel‟s or Seller‟s reasonable control. 

Schedule Definitions and Interpretation

1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use: 

1.1 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in India. 

1.2 “Customer” means an authorised user of the Platform and/or the Services.  

1.3 “Customer Contract” shall be as defined in Clause 2.6.

1.4 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names,
layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential
information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

1.5 “Hapdel Indemnitees” means Hapdel, its affiliates and all of its respective officers, employees, directors, agents, contractors and assigns.

1.6 “Hapdel” refers to Hapdel E-Services India, Inc., a company incorporated pursuant to the laws of India under registration number CS201203115 and
having its registered address at 23rd Floor, Net Park, 5th Avenue, Bonifactio Global City, Taguig City, India.

1.7 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.

1.8 “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions,
proceedings, claims, demands and other liabilities, whether foreseeable or not.

1.9 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.

1.10 “Password” refers to the valid password that a Customer who has an account with Hapdel may use in conjunction with the Username to access the
relevant Platform and/or Services.

1.11 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail
address, billing address, shipping address, phone number and credit card information.

1.12 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Hapdel which is presently located at the following

URL: www.Hapdel.com.ph; and (b) the mobile applications made available from time to time by Hapdel, including the iOS and Android versions.

1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.

1.14 “Product Warranty” means the warranty provided for a product sold on the platform.

1.15 “Return Policy” means the return policy set out Here.

1.16 “Third Party Vendor” means a seller which, with Hapdel‟s permission, uses the Platform and/or Services to sell Products to Customers, and
excludes Hapdel.

1.17 “Seller” means a seller of Products as described in Clause 2.3, and includes a Third Party Vendor.

1.18 “Services” means services, information and functions made available by Seller at the Platform.

1.19 “Terms & Conditions of Sale” means Clauses 1 to 11 and any Schedules to these terms and conditions.

1.20 “Terms of Use” means the Terms And Conditions governing the Customer‟s use of the Platform and/or Services.

1.21 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, including the Hapdel trademark,
which is property of Hapdel South East Asia Pte. Ltd.

1.22 “Username” refers to the unique login identification name or code which identifies a Customer who has an account with Hapdel.

1.23 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions, towards the payment of purchases on the Platform.

1.24 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.

2. Interpretation: Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time. In these Terms & Conditions of Sale, whenever the words “include”, “includes” or “including”
are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number
of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause
headings are inserted for convenience only and shall not affect the interpretation of these Terms & Conditions of Sale. In the event of a conflict
or inconsistency between any two or more provisions under these Terms & Conditions of Sale, whether such provisions are contained in the same or
different documents, such conflict or inconsistency shall be resolved in favor of Hapdel and the provision which is more favorable to Hapdel shall prevail.

Digital Vouchers & Gift Cards Terms and Conditions

I. General

a. The terms and conditions on the use of digital vouchers & gift cards sold on the Hapdel platform by merchants/sellers are governed by specific Terms of Use of the merchant, and these terms and conditions.

b. Purchased digital vouchers and gift cards cannot be exchanged for cash. Each merchant of digital vouchers and gift cards operates its own policy on
issuing replacements, where applicable, and subject to the terms of use of each digital voucher and/or gift card.

c. Customers can refer to the digital voucher or gift cards product page and emails/SMS for any merchant specific terms and conditions, such as but
limited to the following: the time when they can be redeemed or used, validity, and expiry dates, if applicable.

II. Security of the Digital Vouchers and Gift Cards


a. The security of the digital vouchers and gift cards is the responsibility of the customer.


III. Usage & Restrictions


a. There are certain rules and restrictions which limit the use of digital vouchers & gift cards and these can be found on the product page of the specific digital voucher and gift card. The digital voucher or gift card is redeemable if it is used in accordance with the terms of use and the validity periods, if any. Please refer to the details for each digital voucher and gift card as they are described on the specific product page.


IV. Redeeming Digital Vouchers & Gift Cards


a. The instructions on how to redeem the digital vouchers and gift cards are made available on product page of the digital vouchers & gift cards.


b. For digital vouchers which can be used on other platforms or websites,


c. For digital vouchers that can be used in establishments such as but not limited to restaurants and hair salons, the redemption and use of such are
described in the product page of the voucher. In general, you can bring the code, if any, or the message pertaining to the digital voucher or gift card to
the establishment for redemption. If your order total exceeds the amount on your digital voucher or gift card, you can pay the remainder with a payment
method available for the establishment.


d. For online checkouts where the digital voucher may be used as a form of discount, after entering your pin or voucher code of the digital vouchers and
gift cards, the balance will immediately be deducted from the order total. If your order total exceeds the amount on your gift card, you can pay the
remainder with a payment method available.


e. Multi-redemption may be allowed depending on the merchant as long as there is balance in the digital vouchers and gift cards‟ value.


V. Refunds and Cancellations


a. Digital vouchers & gift cards cannot be returned or cancelled after purchase.


b. A replacement may be allowed provided there is a failure on the merchant‟s system or error in the email and/or phone number provided by the customer.


c. Refunds for orders paid with a gift card are applied to the gift card (see your refund email if you no longer have the card).


d. For returning/exchanging a good/services purchased for gift cards, ensure to follow the merchants‟ terms & conditions.


6. Use and Disclosure of Data


• The Customer agrees that Hapdel shall be entitled to use or disclose any information or data disclosed by the Customer in accordance with Hapdel‟s
Privacy Policy. The Customer is entitled to withdraw such consent in the procedure as prescribed by Hapdel from time to time.


• Order fulfilment may be handled by the merchant , and the customer will receive direct communication regarding the pin code for digital vouchers &
gift cards. For promotions, customers have the right to further provide consent based on customer‟s discretion.


Mobile Load Terms and Conditions


1. Mobile load will be reloaded to the provided prepaid mobile number by the Customer. To avoid cancellation, the Customer shall make sure that the
provided prepaid mobile number is active, valid, and compatible with the selected operator or provider.


2. The Customer shall be responsible for any errors in providing the prepaid mobile number, such as but not limited to any cancellations occurring caused by inactive, invalid, and incomplete provided mobile numbers and other errors committed by customer.


3. Mobile load using the same number will only be allowed for a maximum of 2 (two) times per day.


4. The limitation of mobile load as stated in point 3 shall be applied to all types of mobile load which will be purchased.


5. Hapdel reserves the right to cancel and/or reject the order if the Customer failed to comply with this Mobile Load Terms and Conditions, the Hapdel
Terms of Use, and the Hapdel Terms and Conditions of Sale, or if the purchase of mobile load meets the following criteria:


– the purchase of mobile load is suspicious or suspected of fraud;


– customers using multiple accounts or doing multiple check out which is associated with the same customer or group of customer. Hapdel reserves
the right to determine the definition of the same customer or associated customer or group of customer based on name, mobile number, email, address, or other information received by Hapdel;


– mobile credit purchase with intention to resell.


6. Hapdel reserves the right to update this Mobile Load Terms and Conditions and/or cancel any promotions at any time subject to the provisions of the
Hapdel Terms of Use and the Hapdel Terms and Conditions of Sale.


PRIVACY NOTICE TO HAPDEL E-WALLET USERS


This notice applies to your access and use of the Hapdel virtual E-Wallet (“Hapdel E-Wallet”). This notice sets out how we may collect, use, disclose
and otherwise process your “personal data”, “personally identifiable information” or other personal information (collectively, “Personal Data”) on
behalf of Hapdel. The Hapdel E-Wallet is operated by Alipay for Hapdel. Capitalized terms used in this Privacy Notice but not defined here shall have
the meaning ascribed to them in the Hapdel E-Wallet User Terms And Conditions (“Terms and Conditions”). As set out in the Terms and Conditions,
your Hapdel E-Wallet may be used to make payment for the purchase of goods and services through the Hapdel E-Wallet in accordance with the Terms and Conditions.


From time to time, it is necessary for you to provide …………… (add payment gateway) with Personal Data in connection with the opening or continuation
of your Hapdel E-Wallet and the receipt of the services provided by ……………….. under the Terms and Conditions. By agreeing to the terms of the Terms and Conditions and completing the registration as a user of the Hapdel E-Wallet, you will be deemed to have agreed to and been notified of the terms of this notice concerning the collection, use, storage, transfer and disclosure of your Personal Data as set out in this notice.


A. COLLECTION OF PERSONAL DATA


We may obtain your Personal Data from various sources (e.g. from you or through third parties), including:


1. Information obtained (directly or indirectly) when you register as a user of the Hapdel, including your name, address, telephone number, email address and device information (collectively, “Registration Information”).


2. Information obtained (directly or indirectly) during your use of the Hapdel, including your bank account numbers, billing and delivery information, billing address, transaction data, credit/debit card numbers and expiration dates and other information from cheque or money orders (collectively, “Account Information”).


3. Registration Information, Account Information or other information may be accessed or collected (automatically or manually) during your registration as a user of the Hapdel and/or during the course of your use of the Hapdel. The above information obtained by us may constitute your Personal Data. We have taken steps to ensure that we do not collect more information (whether or not such information constitutes Personal Data) from you than is
necessary for us to provide you with our services, to perform the functions set out in Part B of this notice, to protect your account, comply with our legal obligations, protect our legal rights, and to operate our business.


B. USE OF PERSONAL DATA


We may use the Personal Data that we obtain about you for the following purposes:


1. Verifying your identity, including during your registration as a user of the Hapdel.


2. Verifying your eligibility to register as a user of the Hapdel or to use any of the features and functions of the Hapdel.


3. Processing your registration as a user, allowing you to log-in using your Hapdel log-in ID, and maintaining and managing your registration.


4. Providing you with Hapdel and related customer services, including facilitating the settlement of purchase price for goods and services, shipping
and related services for purchases, charge-backs, sending notices about your transactions, and responding to your queries, feedback, claims or
disputes.


5. Improving, and expanding our offerings by way of research and development of new functions of Hapdel or other new products and services that we may offer from time to time.


6. Performing research, statistical analysis or surveys, whether orally or in writing, in order to manage and protect our business including our information technology infrastructure, to measure the performance of Hapdel and other services we offer and to ensure your satisfaction with our
services.


7. Analyzing trends, usages and other behaviors (whether on an individualized or aggregated basis), which helps us better understand how you and our collective user base access and use the Hapdel and the underlying commercial activities conducted, including for purposes of improving our services and responding to customer queries and preferences.


8. Managing risk, performing creditworthiness and solvency checks, or assessing, detecting, investigating, preventing and/or remediating fraud or
other potentially prohibited or illegal activities and otherwise protecting the integrity of our payment platform.


9. Detecting, investigating, preventing or remediating violations of the Terms and Conditions, any applicable internal policies, relevant industry  standards, guidelines, laws or regulations.


10. Making such disclosures as may be required by any law or regulation of any country applicable to us or our affiliate, government official or other third party, including any card association or other payment network. Disclosures may also be made pursuant to any court order, regulatory requests or other legal process or requirement in any country applicable to us or our affiliate. 

11. Making any disclosure to prevent any harm or financial loss, to report any suspected illegal activity or to deal with any claim or potential claim brought against us or our affiliates.


12. Enabling any due diligence and other appraisals or evaluations for actual or proposed merger, acquisition, financing transactions or joint ventures.


13. Any other legitimate business purposes, such as protecting you and other users of Hapdel from losses, protecting lives, maintaining the security of our systems and products, and protecting any of our other rights and/or properties. We may also use your Personal Data in other ways for which we provide specific notice at the time of collection or for which you have subsequently consented.


C. DISCLOSURE OF PERSONAL DATA


Your Personal Data held by Hapdel will be kept confidential but we may provide such information to the following parties (whether within or outside
your country of residence) for the purposes set out in B above subject to all relevant data privacy regulations such as the Information Technology Act,
2000 and its rules and regulations:


1. Hapdel and other members of the Hapdel Group.


a. Any agent, contractor or third party service provider that we work with in providing you with our services, including for fraud prevention, bill collection, data entry, database management, promotions, marketing, customer service, technology services, products and services alerts and payment extension services.


2. Entities with whom Hapdel maintains business referral or other commercial arrangements, including third parties and entities belonging to
the Hapdel Group.


3. Merchants and other organizations, such as card associations, payment networks or financial institutions, to whom or through which payments are
made using the Hapdel E-Wallet, or such other entities to enable your use of the Hapdel E-Wallet.


4. Third party financial institutions, banks, collection agents, and credit agencies.


5. Professional advisers, law enforcement agencies, insurers, government and regulatory authorities or any other organizations to which Hapdel is
under an obligation to make disclosures under the requirements of any applicable law, regulation or commercial arrangement, including arrangements with any card association or payment network.


6. Entities involved in any merger, acquisition, financing transaction or joint venture with us.


D. SECURITY MEASURES AND RETENTION


We take all reasonable steps, including technical, administrative and physical safeguards, to help protect your Personal Data that we process from loss,
misuse and unauthorized access, disclosure, alteration and destruction. We will retain and procure our service providers to retain your Personal Data
only for so long as is necessary for the purposes set out in this notice and in accordance with all applicable laws and regulatory requirements. We recommend that you do not divulge your password to anyone. Our personnel will never ask you for your password in an unsolicited phone call or in an unsolicited email. If you share a computer with others, you should not save your log-in information (e.g., user ID and password) on that shared computer.


E. INTERNATIONAL DATA PROCESSING


Your Personal Data may be processed outside your country of residence (including outside India), wherever Hapdel and other members of the Hapdel
Group and other third parties to whom we may disclose Personal Data under C above operate, subject to all relevant data privacy regulations such as the Information Technology Act, 2000 and its rules and regulations. The countries where your Personal Data may be processed may not have the same data protection laws as the laws of your country of residence (including India).


F. THIRD PARTY SERVICES AND WEBSITES


The Hapdel E-Wallet may provide links to other websites and services (including apps operated by third parties) for your convenience and information. These services and websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest you to review before you use any of their services or conduct any activities on those websites. To the extent that any linked websites you visit are not owned or controlled by us, we are not responsible for their contents, their privacy practices and the quality of their services.


G. CHANGES TO THIS NOTICE


Hapdel reserves the exclusive right to change, amend or revise this notice from time to time.


H. FURTHER INFORMATION


If you wish to contact us, including if you wish to exercise any rights you may have under applicable law (such as exercising any right to opt-out of data
processing), please do so by contacting the Data Protection Officer by the following means:


Privacy@………………….


Hapdel may charge a reasonable fee for processing any of your requests if permitted by applicable law.

 

HAPDEL E-WALLET USER TERMS AND CONDITIONS

These Terms and Conditions govern your access and use of the Hapdel virtual E-Wallet (“Hapdel E-Wallet”).

A. The Hapdel E-Wallet is operated by …………………… (add ther name of payment gateway) for ………………. (add the name of your company) (“Hapdel”).
All references in these Terms and Conditions to “we,” “us,” or “our” shall refer to ………. as operator of the Hapdel E-Wallet. “You” and “your” shall refer
to the User. The Hapdel E-Wallet is associated with your Hapdel Account and is intended for effecting payment for the purchase of goods and/or services offered by the Hapdel group of companies by registered Users. By requesting and/or using the Hapdel E-Wallet, you, the User, agree to be
bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, please do not use the Hapdel E-Wallet.

B. These Terms and Conditions are in addition to the Terms And Conditions governing your use of the Hapdel Website and your Hapdel Account.

C. These Terms and Conditions are supplemented by Hapdel‟s Membership Protection Policy as provided hereunder. The membership protection policy gives Hapdel customers the assurance of authorized payments on the Hapdel E-Wallet. The Membership Protection Policy also sets out compensation guidelines for losses arising from any unauthorized transactions on the Hapdel E-Wallet. The policy is spelled out below.


DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms and Conditions:

“Foreign Language Version” is defined under clause 14.9 of these Terms and Conditions.

“Indemnitees” means Hapdel‟s respective officers, employees, directors, agents, contractors and assigns.

“Hapdel” means the entity set out in the recitals to these Terms and Conditions and includes its successors and assigns.

“Hapdel Account” means the online account of the User on the Hapdel Website.

“Hapdel Payment Account Balance” is defined in clause 3.1 of these Terms and Conditions.

“Hapdel Website” is defined as the website or the mobile application (as applicable) from which you purchased the goods or services offered by the
Hapdel group of companies.

“Payment Instrument” is defined in clause 3.1.

“Personal Data” means data which can be used to identify, contact or locate an individual. Personal Data can include your name, e-mail address, billing
address, shipping address, phone number and credit card information.

“Privacy Policy” is defined in clause 2.6.

“Promo Coupon” means, to the extent permitted by local law, a promotional coupon which is issued by Hapdel to a User relating to Hapdel E-Wallet, from time to time as a gratuity, by crediting the coupon amount into the User‟s Hapdel E-Wallet, and may be used by the relevant User to pay for goods [or services] on the Hapdel Website prior to the relevant Promo Coupon‟s expiry date, as determined at the sole discretion of Hapdel and subject to conditions as may be imposed by Hapdel from time to time.

“Refund Coupon” means a refund coupon which is issued by Hapdel, by way of refunding a User‟s previous purchase of goods [or services] on the Hapdel Website and subject to conditions as may be imposed by Hapdel from time to time.

“Registration Information” is defined under clause 2.1 of these Terms and Conditions and may include Personal Data.

“Service Fees” is defined in clause 5.1.

“User” means an authorized user of the Hapdel Payment Account.

1. ACCESS TO THE HAPDEL PAYMENT ACCOUNT

1.1 You agree to:
1.1.1 use your Hapdel E-Wallet only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the
Hapdel E-Wallet in good faith; 

1.1.2 comply with any and all guidelines, notices, operating rules, and policies and instructions pertaining to the use of the Hapdel E-Wallet, as well as any amendments thereto issued by us from time to time; and

1.1.3 ensure that any information or data you provide to us in connection with the Hapdel E-Wallet is accurate.

1.2 It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing
of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and requires our directors,
officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes.

1.3 Use of the Hapdel E-Wallet is restricted to registered users of the Hapdel Website.

2. REGISTRATION

2.1 The registration process for the Hapdel Account requires you to provide  Hapdel with accurate and complete personal information, including your
name, address, telephone number, date of birth, email address and any other information as may be deemed necessary by us (“Registration Information”). You shall be responsible to update the Registration Information to ensure its completeness and accuracy. You acknowledge and agree that Hapdel may share your Registration Information with us from time to time.
2.2 In addition to such Registration Information, we may request for additional information or documentation at any time and for any reason,
including confirming your identity, age and/or to confirm your bank details or debit, credit, prepaid facilities, for example, cards which you have registered with us. You agree that you will provide such information and/or documentation promptly to us upon request. If you do not provide such
information and/or documentation promptly, we may, without any liability to us, either limit your use of the Hapdel E-Wallet or suspend or close your
Hapdel E-Wallet.
2.3 You authorize us to make any enquiries we consider necessary to validate and verify your identity (whether directly or through third parties) at any time for any reason whatsoever, including to process any refunds paid to you.
2.4 Each User is only entitled to have one (1) Hapdel E-Wallet associated with his or her Hapdel Account.

Account information
2.5 You are solely responsible for keeping your username and password to your Hapdel E-Wallet secure. You are encouraged to change your password
on a regular basis and we will not be liable for any disclosure or unauthorized use of your username or password. If your username or password has been compromised, you must inform Hapdel immediately.
2.6 All Personal Data provided to us will be handled, stored, and processed according to our Hapdel E-Wallet Privacy Policy (“Privacy Policy”). By
accepting these Terms and Conditions, you acknowledge that you have read and agree with the Privacy Policy and consent to our collection, use and
disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

3. HAPDEL PAYMENT ACCOUNT BALANCE

3.1 You may maintain funds in your Hapdel E-Wallet, and such funds, less any monies owed to us, will be regarded as the balance of your Hapdel E-Wallet (“Hapdel E-Wallet Balance”). Funds can be accumulated in your Hapdel EWallet Balance by means of a transfer of funds from certain payment
instruments we accept (including debit cards, checking and savings account or other prepaid payment method we allow, collectively, “Payment
Instruments”).
3.2 You may also fund your Hapdel E-Wallet by way of a Promo Coupon or a Refund Coupon issued to you by Hapdel from time to time. Use of any Promo Coupons or Refund Coupons is subject to the terms and conditions thereof. Please note that Promo Coupons or Refund Coupons are not legal tender and are not transferable. The value of any Promo Coupons (prior to its applicable expiry date) and/or Refund Coupons will be included in your Hapdel E-Wallet Balance.
3.3 For any transfer from a Payment Instrument to your Hapdel E-Wallet Balance, we make no representation that any of your Payment Instrument(s)
are in good standing, or that the issuer of your Payment Instruments will authorise or approve such transfer.
3.4 Unless otherwise stated, you are solely liable for any fees raised by third parties including card issuers or banks, associated with funding your Hapdel E-Wallet Balance. However, we reserve the right to decline acceptance of any payment instruments, including credit cards, debit cards or bank
accounts, as funding methods at our sole discretion
3.5 We reserve the right to impose limits on your use of Hapdel E-Wallet from time to time, including (i) the amount of value you may load your Hapdel
E-Wallet at any one time; and (ii) the aggregate funds loaded to your Hapdel E-Wallet over any time period.
3.6 The load limit for Hapdel E-Wallet will be Rs. ………………. per wallet. This load limit may be changed or amended by ……………… at its option pursuant to the applicable laws subject to 30 days notice to you.
3.7 …………… (name the payment gateway/facilitator) may, at its sole discretion, run a loyalty or rewards programme relating to the use of the Hapdel EWallet. Your rights and obligations in relation to any such loyalty or rewards programme shall be covered by separate terms and conditions specific to the relevant loyalty or rewards programme.


4. USING YOUR HAPDEL PAYMENT ACCOUNT


4.1 You may use your Hapdel E-Wallet to purchase goods and/or services through the Hapdel Website. For security reasons, we may limit the amount
or number of transactions you can make through your Hapdel E-Wallet. We may require that you submit additional identification documents prior to you
making a purchase at our sole discretion. 

4.2 Each time you use your Hapdel E-Wallet, you authorize us to reduce the value available in your Hapdel E-Wallet Balance by the total amount of the
transaction and where applicable, any fees, including shipping fees, payment fees and all applicable taxes. The amount of any purchases will first be
applied to any Promo Coupons or Refund Coupons, if applicable, (based on the earliest expiry date for each such Promo Coupon or Refund Coupon)
which have been credited to your Hapdel E-Wallet Balance. You can only make payments using your Hapdel E-Wallet to the extent that you have
Hapdel E-Wallet Balance sufficient to support those transactions. You are not allowed to make purchases in excess of your Hapdel E-Wallet Balance. We will not extend credit in connection with your use of your Hapdel E-Wallet, and you must repay us immediately if your Hapdel E-Wallet Balance is ever less than zero for whatever reason.
4.3 You are responsible for all transactions initiated and fees incurred by using your Hapdel E-Wallet. If other persons access your Hapdel E-Wallet,
we will treat this as if you have authorized such use and you will be responsible for any transactions made and fees incurred by such use, subject
to the provisions below.
4.4 You must notify us immediately of any unauthorized use of Hapdel EWallet or any other breach of security regarding the Hapdel E-Wallet of which you have knowledge. You must report any such activities within ninety (90) days of the date of the relevant transaction for any claims for unauthorized use of your Hapdel E-Wallet to be valid for consideration under Hapdel‟s Membership Protection Policy. You hereby waive your right to seek any further compensation or claim against us.
4.5 The details in the confirmation message after every transaction and the entries in your Hapdel E-Wallet or transaction history statement are presumed true and correct unless you notify in writing of any disputes thereon within ninety (90) days from the date of transaction. If no dispute is
reported within the said period, all transactions and the entries in your Hapdel E-Wallet and transaction history statement are deemed conclusively
true and correct. Disputed transactions shall only be credited back to your Hapdel E-Wallet once the relevant claim or dispute has been properly
processed, investigated, and proven in your favour.
4.6 Notwithstanding anything to the contrary under Hapdel‟s Membership Protection Policy, you agree that we will not process any chargeback or
payment reversal or otherwise compensate you for any loss resulting from any claims for unauthorized use of your Hapdel E-Wallet under any of the
following events, as determined at our sole and absolute discretion:

4.6.1 where any such claims relate to transactions that are found to be conducted on your trusted device, your IP address or any other user‐ acceptable boundaries;

4.6.2 where you have acted fraudulently or with negligence, including but not limited to cases where you have wilfully disclosed your Hapdel E-Wallet login details to a third party;
4.6.3 if you fail to provide us with any relevant documentation as reasonably requested by us in relation to any such unauthorized transactions;
4.6.4 where any funds in your Hapdel E-Wallet are subject to legal process or other encumbrance restricting transfer;
4.6.5 where any such transactions took place under circumstances beyond our control, including but not limited to natural disasters, civil unrest etc.
which are beyond reasonable control; and/or
4.6.6 where any terminal or system (including Hapdel‟s website or services) was not working properly or suffering any other technical malfunction before you initiated the relevant transaction.
4.7 Subject to clauses 6 and 7.4, no redemption of cash, transfer of funds or cash withdrawal is permitted in respect of any amounts on your Hapdel EWallet.
4.8 We shall have the right to refuse any transaction on your Hapdel E-Wallet if:
4.8.1 the transaction does not satisfy these Terms and Conditions or the terms and conditions of your Hapdel Account; or
4.8.2 where we have reason to believe that the transaction may violate any laws, rules or regulations or may otherwise subject us or any of our affiliates
to liability or obligation.
4.8.3 such transaction involving the use of any Promo Coupon or Refund Coupon where we or Hapdel suspects any coupon abuse or fraud or any
illegal activities in relation to your Hapdel E-Wallet.
4.9 When using your Hapdel E-Wallet to pay for a purchase on the Hapdel Website, payments may be processed through accounts owned by us or one
of our affiliates and/or a registered third-party service provider acting on our behalf.
4.10 For each purchase transaction, you make on the Hapdel Website, we will transfer funds from your Hapdel E-Wallet when the first of any of the
following events occurs:
4.10.1 we receive confirmation of a successful completion of the purchase from Hapdel;
4.10.2 you fail to confirm receipt of the goods or services within the time limit prescribed under the terms and conditions of the Hapdel Website, in which case you will be deemed to have received the goods or services;
4.10.3 the conclusion of any settlement agreement or dispute between you and any other user of the Hapdel Website and/or Hapdel, in which case the
funds will be disposed in accordance with such settlement agreement or dispute resolution; or
4.10.4 Hapdel or any of its affiliates, or us, or any of our affiliates receive any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, in which case the funds will be disposed in accordance with such order, ruling, award or judgment.
4.11 When releasing any funds, we shall have the right to deduct or withhold any financial charges or service fees due and payable to us and/or Hapdel in such amounts as instructed by Hapdel
4.12 If you experience any difficulties with your Hapdel E-Wallet, please contact us at [website]. If you have placed an order on the Hapdel Website
and experience difficulties with your order, please contact customer service [Website].
4.13 You shall complete any purchases in accordance with the applicable Terms And Conditions of the Hapdel Website, which may be amended from
time to time at Hapdel‟s discretion without notice.
4.14 You agree to give all notices, provide all necessary information, materials and approvals, and render all reasonable assistance and cooperation necessary for us to operate your Hapdel E-Wallet. If your failure to do so results in any delay in any transaction on your Hapdel E-Wallet, neither we nor Hapdel shall be liable for any loss or damages arising from such delay.
4.15 You acknowledge and agree that we are not a bank or remittance agent and the services we provide to you in connection with your Hapdel E-Wallet should in no way be construed as the provision of banking services or remittance services. We are not acting as a trustee, fiduciary or escrow with respect to your Hapdel Account Balance.
4.16 We may report any suspicious activity in connection with your Hapdel EWallet to the relevant authorities.

5. FEES


We reserve the right to impose fees to cover the relevant costs of providing the Hapdel E-Wallet services to you including those associated with the setup and maintenance of your Hapdel E-Wallet (“Service Fee”).

6. REFUNDS


If, having purchased goods or services on the Hapdel Website using your Hapdel E-Wallet, you are subsequently entitled to a refund for any reason in
respect of such goods or services, you agree that we will either 

(i) issue a Refund Coupon to be credited to your Hapdel E-Wallet Balance for such refunds; or 

(ii) where the purchase was made using a credit card, credit the refund to the same credit card. We may require you to provide additional information prior to processing any refund.

7. CLOSURE AND NON-USE OF YOUR HAPDEL PAYMENT ACCOUNT

7.1 You may request that we close your Hapdel E-Wallet at any time by contacting our customer support team. Contact details of the customer
support team are available at [website].
7.2 We may, at any time and at our absolute and sole discretion:
7.2.1 discontinue your use of the Hapdel E-Wallet or any part thereof;
7.2.2 close your Hapdel E-Wallet; and/or
7.2.3 reactivate your Hapdel E-Wallet upon the completion of any relevant internal investigations (where applicable).
7.3 We shall endeavor to provide notice of any such discontinuation or closure of your Hapdel E-Wallet. You agree that we shall not be liable to you
in relation to any inability of yours to access your Hapdel E-Wallet or any part thereof.
7.4 Closure of your Hapdel E-Wallet will not cancel any cleared transactions which you have already undertaken.
7.5 If your Hapdel E-Wallet is closed for any reason, we will contact you to arrange for the refund of any residual electronic funds in that Hapdel EWallet as set out in clause 7.6. In no event shall you be entitled to any refund in respect of any Hapdel E-Wallet Balance attributable to Promo Coupons.
7.6 You remain liable for all obligations related to your Hapdel E-Wallet. Closure of your Hapdel E-Wallet does not relieve you of any liability pertaining to your Hapdel E-Wallet. In the event of a pending investigation at the time your Hapdel E-Wallet is closed, we may continue to hold your funds for up to one hundred and eighty (180) days from the date of closure in order to protect us against any loss. If we suspect that you have used your Hapdel E-Wallet for any illegal purposes, we may hold any outstanding Hapdel EWallet Balance for such time as we determine in our absolute discretion or as required by law.
7.7 We will refund any electronic funds in your Hapdel E-Wallet as soon as practicable after its closure through any payment method we deem in our
discretion most suitable, on the condition that you provide us with:
7.7.1 valid bank account details where the name and address details of that bank account’s holder match the name and address details of your Hapdel EWallet; and
7.7.2 a copy of a valid form of ID (e.g. a passport or driver‟s licence), which we may accept at Hapdel‟s sole discretion.
7.8 We have the right not to return to you any disputed funds or any funds which relate to a breach of these Terms and Conditions until such time such
a dispute has been resolved or where a court of a competent jurisdiction has decided on the matter.
7.9 If you have not transacted on your Hapdel E-Wallet for 12 months or more, your Hapdel E-Wallet shall be deemed inactive and we reserve the
right to impose an administrative charge against the remaining amount in your Hapdel E-Wallet Balance, until a transaction is made. Your Hapdel EWallet will be terminated by us once there are insufficient funds to pay the administrative charges.
7.10 We reserve the right to carry out any necessary checks on money laundering, terrorism financing, fraud or any other illegal activity before authorizing any withdrawal of your funds, including returning any funds to you after your Hapdel E-Wallet has closed or before any refunds are
processed.

8. AMENDMENTS


We may amend these Terms and Conditions any time by posting an updated version at (Http://www………………….). The updated version of these Terms and Conditions shall take effect immediately upon posting. Each time you use your Hapdel E-Wallet you confirm that you agree to be bound by these Terms and Conditions as may be amended from time to time.


9. AVAILABILITY OF HAPDEL PAYMENT ACCOUNT
We may, from time to time and without giving any reason or prior notice to you, upgrade, modify, suspend or discontinue the provision of your Hapdel EWallet and we shall not be liable if any such upgrade, modification or suspension prevents you from accessing your Hapdel E-Wallet or any part of it.


10. REPRESENTATIONS, WARRANTIES, AND INDEMNITY

By accepting these Terms and Conditions, you represent and warrant that you are at least [18] years of age and not violating any applicable laws or
regulations through your use of your Hapdel E-Wallet, and you agree to defend, indemnify and hold us, our Indemnitees, affiliates and authorized
representatives harmless from any claim, demand (including legal fees and costs), fines, penalties or other liability incurred by us due to or arising out of
your breach of this representation and warranty.


11. RESTRICTED ACTIVITIES


11.1 In connection with your use of your Hapdel E-Wallet, you shall not:
11.1.1 Provide false, inaccurate or misleading information;
11.1.2 Use your Hapdel E-Wallet for any illegal activities;
11.1.3 Use your Hapdel E-Wallet in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties
or may be regarded as an abuse of the relevant card system or a violation of the relevant card association or network rules; or
11.1.4 Breach these Terms and Conditions and/or the Privacy Policy or violate any applicable laws and regulations.
11.2 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may take various actions, including the
following:
11.2.1 We may suspend or restrict your access to and/or close your Hapdel EWallet;
11.2.2 We may terminate these Terms and Conditions and refuse to provide the services to you;
11.2.3 We may place a hold on your Hapdel E-Wallet Balance for up to 180 days if reasonably needed to protect against the risk of liability; or
11.2.4 We may take legal action against you.
11.3 If you are below 18 years old you must obtain consent from your parent(s) or legal guardian(s). By consenting to your acceptance of these
Terms and Conditions, your parent(s) or legal guardian(s) are agreeing to take responsibility for: 

(i) your actions in your use of the Hapdel E-Wallet; 

(ii) any charges associated with your use of any of the Hapdel E-Wallet; and 

(iii) your compliance with these Terms and Conditions. If you do not have consent from your parent(s) or legal guardian(s), you must cease using the Hapdel EWallet.


12. DISCLAIMER


12.1 You agree that all risks arising from your use of the Hapdel E-Wallet will be borne by you.

12.2 We make no warranty that:

12.2.1 the Hapdel E-Wallet will meet your requirements;

12.2.2 the Hapdel E-Wallet services will be uninterrupted, timely or error free; or

12.2.3 any products, information or material purchased by you using the Hapdel E-Wallet will meet your requirements.12.3 Except as expressly provided in these Terms and Conditions and to the fullest extent permitted by law, the Hapdel E-Wallet and related services are provided “as is”, “as available” and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or

implied, are hereby excluded.

12.4 To the fullest extent permitted by law, we and our affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from your use of or inability to use the Hapdel E-Wallet and related services. In any event, our total aggregate liability to you under these Terms and Conditions or in relation to your use of the Hapdel E-Wallet will not exceed your Hapdel EWallet Balance at the point in time when such liability arose.

12.5 In the event that it is demonstrated that you are below the age of 18 when you agreed to these Terms and Conditions, we shall not be liable for any loss suffered by you arising out of the use of the Hapdel E-Wallet.


13. NOTICES

13.1 Notices from us

13.1.1 You agree that all notices or other communications from us are deemed to have been given to you if:

(i) communicated through any print or electronic media as we may select from time to time, will be deemed to be notified to you on the date of
publication or broadcast; or
(ii) sent by post or left at your last known address, received by you on the day following such posting or on the day when it was so left.

13.2 Notices from you You may only give notice to us in writing sent to our designated address or email address (as may be amended from time to time), and we shall bedeemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

13.3 Other modes of notifications

13.3.1 Notwithstanding Clauses 13.1 and 13.2, we may from time to time designate other acceptable modes of giving notice (including but not limited
to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

14. GENERAL TERMS


14.1 Cumulative rights and remedies Unless otherwise provided under these Terms and Conditions, the provisions of these Terms and Conditions and our rights and remedies under these Terms and Conditions are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms and Conditions, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms and Conditions or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy at law or in equity.

14.2 No waiver Our failure to enforce these Terms and Conditions shall not constitute a waiver of these terms, and such failure shall not affect our right to later enforce these Terms and Conditions.

14.3 Severability If at any time any provision of these Terms and Conditions become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected or impaired thereby, and shall continue in force as if
such illegal, invalid or unenforceable provision was severed from these Terms and Conditions.

14.4 Rights of third parties A person or entity who is not a party to these Terms and Conditions shall have no right to enforce any term of these Terms and Conditions, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee or transferee of these Terms and Conditions.

14.5 Governing law Use of the Hapdel E-Wallet, and these Terms and Conditions shall be governed by and construed in accordance with Indian law and you hereby submit to the exclusive jurisdiction of the courts of New Delhi.

14.6 Disputes

14.6.1 If any dispute or claim arises from or in connection with these Terms and Conditions or your use of your Hapdel E-Wallet (“Dispute”), the relevant
parties shall first attempt to resolve the Dispute through amicable negotiations. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If an amicable settlement is not reached, the aggrieved party may seek resolution as per the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be in New Delhi and the courts in New Delhi shall exclusive jurisdiction over any such dispute.

14.7 Injunctive relief We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is an appropriate or adequate remedy.

14.8 Correction of errors Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.

14.9 Language In the event that these Terms and Conditions is executed or translated in any language other than English to the extent allowed under law, the English language version of these Terms and Conditions shall govern and shall take precedence over the Foreign Language Version.

14.10 Entire agreement These Terms and Conditions shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

14.11 Binding and conclusive You acknowledge and agree that any records (including records of any telephone conversations relating to the Hapdel E-Wallet, if any) maintained by us and/or our service providers relating to or in connection with the Hapdel E-Wallet shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

14.12 Sub-contracting and delegation We reserve the right to delegate or sub-contract the performance of any of our functions or obligations in connection with Hapdel E-Wallet to any service provider, subcontractor and/or agent on such terms as we may deem appropriate.

14.13 Assignment You may not assign your rights or transfer your obligations under these Terms and Conditions without our prior written consent. We may assign our rights or transfer our obligations under these Terms and Conditions to any third party at our sole discretion.

14.14 Force Majeure We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under these Terms and Conditions (or any part thereof) or for any inaccuracy, unreliability or unsuitability of Hapdel EWallet if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control. 

HAPDEL PAYMENT PROTECTION POLICY

This Hapdel Payment Protection Policy (“Policy”) supplements the Hapdel Terms of Use, Hapdel Wallet Privacy Policy and Hapdel Wallet Terms and
Conditions (collectively, the “Hapdel Terms”) with regard to your Hapdel Account. If any matter is not provided for in this Policy but is provided for in
the Hapdel Terms, the provisions of the Hapdel Terms shall prevail. If there is a conflict between the provisions of this Policy and the provisions of Hapdel Terms, the provisions of this Policy shall prevail to the extent of such conflict. Unless otherwise expressly provided herein, the capitalized terms shall have the same meanings as set forth in the Hapdel Terms. This Policy is a legal agreement between you and Hapdel ……………….. By using your Hapdel Account, you agree to be bound by the terms of this Policy.


1.1 Protection against Unauthorized Transactions. Hapdel will provide you with compensation for Unauthorized Transactions (defined below), provided that you comply with the procedures set out within the Policy.


An “Unauthorized Transaction” occurs when, because of a fraudulent takeover of the Hapdel Account:
(a) a transaction is made from the value stored within your Hapdel Wallet that you did not authorize and that did not benefit you;
(b) a transaction or Top Up to the Hapdel wallet is made from a credit or debit card saved in your Hapdel Account that you did not authorise and that did not benefit you; or
(c) a transaction or Top Up to the Hapdel wallet is made from the Direct Link account, that you did not authorise and that did not benefit you. Notwithstanding the foregoing, you have an obligation to ensure the safety and security of your Hapdel Account. If you authorize someone to access your Wallet by providing them with your login information or otherwise, and they conduct transactions without your knowledge or permission, you shall be responsible for all consequences arising from such use.


1.2 Notify Hapdel

a. You should immediately notify Hapdel if you believe there has been an Unauthorized Transaction or unauthorized access to your Hapdel Account. To
be eligible for compensation under this Policy, you must notify us within 60 days from the date an Unauthorized Transaction first appears in your
account.
b. You should regularly log into your account and review your order history to ensure that there has not been an Unauthorized Transaction. Hapdel will
send you an e-mail through the-mail address you have provided to notify you of every transaction made in your account. You should check these
transaction confirmation messages to ensure that each transaction has been authorized by you and the information in your account is accurate.
c. If an Unauthorized Transaction appears in your account, please contact Hapdel Customer Service through the contact us page  (https://www………………..). You will need to provide a complete set of information and/or documentation, in accordance with the requirements set
out on that page and as requested by us, in order for the investigation to begin. Hapdel will only initiate an investigation upon receipt of all  information/documents.


1.3 Actions taken by Hapdel upon receipt of notification
a. Once you notify us and provide us with a complete set of the necessary information and/or documents that we request, we will do the following:
(a) We will conduct an investigation and determine whether there has been an Unauthorized Transaction.
(b) Hapdel will complete the investigation within 2 working days from the date where all necessary information and/or documents were received by us.
(c) We will inform you of our decision once we complete the investigation.
b. If we determine that the Unauthorized Transaction is one which qualifies for Hapdel Payment Protection, we will credit the full amount of the
Unauthorized Transaction to the respective sources however, Customer‟s receipt of reimbursement amount is dependent on the Bank/Partner‟s
processing timelines
c. If we determine that the Unauthorized Transaction is one that does‟ not qualify for Hapdel Payment Protection, we will send you an email to notify
you of our decision which shall be final and conclusive.


1.4 Scope of protection
a. The following types of transactions are excluded from the scope of coverage of our Hapdel Payment Protection Policy:
(a) Disputes on genuine transactions, such as non-receipt of the item you have purchased;
(b) Where we determine that there has been fraud or negligence on behalf of the Customer. For example, if we determine that you have wilfully provided your account credentials to third parties, have acted fraudulently or have failed to take all steps and precaution in protecting your account;
(c) Where we determine that you have a proven track record of engaging in and/or abetting fraudulent activity and/or disputes of unauthorized
transactions;
(d) Where the Unauthorized Transaction took place under unforeseeable circumstances, including but not limited to natural disasters, outbreak of
war, terrorist incidents, civil unrest, which are beyond Hapdel‟s reasonable control;
(e) Where the Unauthorized Transaction took place as a result of any terminal or system (including Hapdel and Alipay) being impacted by, including
and not limited to, hacking attempts, bank system upgrades/malfunctions, telco downtime etc, which you were aware before the Unauthorised
Transaction took place;
(f) „Compromises arising from 3rd party partners‟: The Unauthorized Payment was the result of a compromise by a 3rd party partner such as a partner
bank; or
(g) Any regulatory or legal restriction that prevents the reimbursement to be made to the Customer.

PLATFORM TERMS AND CONDITIONS

1. Definitions and interpretation
1.1 In these Platform Terms and Conditions, unless the context otherwise requires, the following definitions shall apply: 

“Counterfeit”, in relation to the Seller‟s Products (as defined in the Terms of Use), shall mean a good:
(a) which bears a sign identical with, or similar to, a registered trade mark (wherever registered), and:
(i) the application of the sign to the good or the packaging thereto is an infringement of the registered trademark;
(ii) the good is proposed to be imported into the country where the good is delivered to or received by you, the Customer (as defined in the Terms of
Use), and the application of the sign to the good of the packaging thereto would be an infringement of the registered trade mark; or
(iii) the sign has otherwise been used in relation to the good or the packaging thereto in such a way as to infringe the registered trade mark; and
(b) where the sign borne on the good or the packaging thereto is identical with, or so nearly resembling, the registered trade mark as to be calculated
to deceive; and
(c) the sign borne on the good or the packaging thereto is applied without the express or implied consent of the proprietor of the registered trade mark,
and to falsely represent the good to be the genuine good of the proprietor or a licensee of the registered trade mark.
“Fast Refund” shall mean a refund of a returned item to you, initiated at the point when you deliver the returned item back to Hapdel.
“Hapdel Channel” means the sales channel operated by Hapdel for the purposes of the Hapdel Programme.
“Hapdel Goods” means goods & services purchased from a Seller (as defined in the Terms of Use), on the Hapdel Channel through the Platform (as defined in the Terms of Use).
“Hapdel Terms” means these terms and conditions, as amended by Hapdel in its sole and absolute discretion from time to time.
“Order Detail Page” means the page where a user can review information regarding its Order for the relevant goods available on the Platform.
“Delivery Detail Page” means the page where a user can review delivery information regarding its Order for the relevant goods purchased from the
Platform.
“Product Details Page” means the product details page of the relevant goods available on the Platform.
“Terms of Use” means the terms and conditions governing your use of the Platform and which are set out at https://www…………………/.

2. Service Terms

2.1 These Platform Terms shall apply to your purchase of Hapdel Goods.
2.2 By purchasing Hapdel Goods, you agree to be bound by these Platform Terms, as amended from time to time, in addition to the Terms of Use for the
Platform, which are incorporated by reference into these Hapdel Terms.
2.3 For the avoidance of doubt, capitalised terms used and not defined herein have the same meaning as given to such terms in the Terms of Use.
2.4 In the event of a conflict between the provisions of these Platform Terms and the Terms of Use, the provisions of the Platform Terms shall prevail.

3. Representation and warranty

3.1 Hapdel represents and warrants that the Hapdel Goods are not Counterfeit.
3.2 Save as provided in above Clause 3.1 and in the Terms of Use, Hapdel expressly excludes any guarantee, representation, warranty, condition, term
or undertaking of any kind.
3.3 Notwithstanding anything to the contrary in the Terms of Use, your sole and exclusive remedy for Hapdel’s breach of the representation and warranty given in Clause 3.1 shall be limited to this Clause 3.3.
(a) If you believe that the Hapdel Goods which you have purchased do not conform to the representation and warranty given in Clause 3.1, you must
make a refund claim in accordance with the procedure, and subject to the exceptions and limitations, set out in the Return Policy (as defined in the
Terms of Use), within fifteen (15) days of the date on which you received the Hapdel Goods.
(b) Following your refund claim, you will be provided with a template refund claim form (“Claim Form”), within which you should state the reasons for
your belief that Hapdel Goods which you have purchased does not conform to the representation and warranty given in Clause 3.1.
(c) You shall return the Hapdel Good to Hapdel in accordance with Hapdel‟s instructions. Once Hapdel receives the Hapdel Good, Hapdel shall refund you the full purchase price of the Hapdel Good within a reasonable period.
(d) Following the return of the Hapdel Good to Hapdel, we shall verify your Claim Form. For the purposes of facilitating such verification, you shall use
your best endeavours to fully cooperate with Hapdel. In the event that Hapdel determines, in its sole and absolute discretion, that the Hapdel Good does not conform to the representation and warranty given in Clause 3.1:
(i) Hapdel shall issue a store credit voucher or rebate coupon equivalent in value to the full purchase price of the Hapdel Good to your Hapdel account;
and
(ii) you shall thereafter have no further claim against Hapdel, and you shall release and hold harmless Hapdel from any and all liability arising out of or
in connection with your purchase of the Hapdel Good.
(e) In the event that Hapdel determines, in its sole and absolute discretion, that the Hapdel Good does conform to the representation and warranty given in Clause 3.1, you shall have no further claim against Hapdel, and you shall release and hold harmless Hapdel from any and all liability arising out of or in connection with your purchase of the Hapdel Good.
(f) Hapdel‟s determination pursuant to this Clause 3.3 shall, save in the case of manifest error, be final and binding on you.
(g) If you fail to make a refund claim within fifteen (15) days of the date on which you received the Hapdel Goods, as set out in Clause 3.3(a), you are
deemed to have accepted the Hapdel Goods as conforming to the representation and warranty given in Clause 3.1.

4. Hapdel Guarantee

4.1 Hapdel may offer guarantees for delivery of selected Hapdel Goods within specified dates. Availability of the Hapdel Guarantee for Hapdel Goods shall be indicated by the appearance of the Guaranteed Delivery Badge on the Product Details Page. For the avoidance of doubt, where the Guaranteed
Delivery Badge does not appear, the Hapdel Guarantee is not available.
4.2 The dates for delivery of Hapdel Goods pursuant to the Hapdel Guarantee shall be reflected on the Order Detail Page and the Delivery Detail Page. You acknowledge and agree that any timelines or dates shown for delivery on the Hapdel Platform in respect of the Hapdel Guarantee, save for the dates indicated on the Order Detail Page and the Delivery Detail page, are only indicative estimates, and you shall not hold Hapdel directly or indirectly liable for any losses arising out of or in connection with any reliance that you place on such estimates.
4.3 Terms and Conditions of the Hapdel Guarantee.
(a) Subject to the availability of the Hapdel Guarantee as set out in Clause 4.1 and 4.2, and the terms and conditions of the Hapdel Guarantee as set out in this Clause 4.3, you shall receive payment for the amount specified in the Product Details Page as compensation where Hapdel delivers the Hapdel Goods to you after the latest date, or after the timeframe, specified in the Hapdel Guarantee section of the Order Detail Page and the Delivery Detail Page (“Compensation”). Save for the Compensation, you hereby agree that you shall not have, and hereby waive and relinquish, any other rights or claims in respect of the Hapdel Guarantee not being fulfilled.

(b) You shall be entitled to Compensation for each Order you place through the Platform, regardless of the number of Hapdel Goods which are placed
pursuant to such Order, or the number of Hapdel Goods which are delivered to you after the latest date, or after the timeframe, specified in the Hapdel
Guarantee section of the Order Detail Page and the Delivery Detail Page. To illustrate, if you purchase two Hapdel Goods under one Order, and Hapdel or its agent is unable to fulfil the Hapdel Guarantee, you shall be entitled to receive Compensation of the amount specified in the Product Details Page.
(c) Where Compensation is paid to your Hapdel account through a Voucher or a Promo Coupon is issued to your Hapdel E-Wallet, Hapdel reserves the right to impose restrictions or limitations to the use of the Voucher or Promo Coupon, including but not limited to, expiration dates, transfer of the Voucher or Promo Code to other users, or restrictions to use with Products, or categories or classes of Products, as specified by Hapdel at its sole and
absolute discretion. For the avoidance of doubt, Compensation made via Voucher or Promo Coupon cannot be exchange or redeemed for cash.
(d) Notwithstanding that the Hapdel Guarantee has been made available for the Hapdel Goods you select, you hereby agree to waive your right to
Compensation where any of the following take place:
(i) Delivery address for the Hapdel Good is incorrect or incomplete;
(ii) You refuse to accept, or fail to make payment for, the Hapdel Good, for any reason whatsoever;
(iii) You fail to make payment for the Hapdel Good in order to be eligible for the Hapdel Guarantee, before the date and time set out in the Order Detail
Page;
(iv) You request any amendments to the time of delivery, delivery address or mode of delivery after the Order has been made;
(v) You fail to adhere to any of the delivery instructions issued by Hapdel or our agents, including where you or your representative are not present to
receive the Hapdel Good when Hapdel, or Hapdel‟s agent attempts delivery, or any of the instructions you issue to Hapdel or our agents for delivery
cannot be reasonably fulfilled;
(vi) You specify for delivery of the Hapdel Good to be made to a collection point;
(vii) Delivery cannot be made to your address for reasons due directly or indirectly to an event or failure which is beyond Hapdel‟s reasonable control,
including acts of God, natural disasters, war, rebellion, revolution, contamination, pollution, acts or threats of terrorism, or riots; or
(viii) Delivery of the Hapdel Good cannot be made to the delivery address you specify in the Order Detail Page and the Delivery Detail Page for any other reason.
(e) You acknowledge and agree that Hapdel has the sole and absolute right to determine if any of the circumstances set out in Clause 4.3(d) have taken
place. You agree that you shall not dispute any of Hapdel‟s determinations in this regard.
(f) Hapdel reserves the right not to issue Compensation to you at its sole discretion and with no reference or notice made to you, for any reason
whatsoever.

5. Fast Refunds

5.1 Hapdel may offer Fast Refunds for selected Hapdel Goods. However, the availability of Fast Refunds is decided on a per item basis by Hapdel in its
sole and absolute discretion.
5.2 Hapdel reserves the right to decide in its sole and absolute discretion, on a per item basis, if Fast Refunds will be available or not.
5.3 Factors that determine Fast Refund availability, include but not limited to:
• Item price and type;
• Payment type;
• Location;
• Purchase, return and refund history.
5.4 Hapdel reserves the right to change the factors that determine Fast Refund availability in its sole and absolute discretion from time to time.
6. Use and disclosure of data 

You agree that Hapdel shall be entitled to use or disclose any information or data disclosed by you in accordance with Hapdel‟s Privacy Policy. You are
entitled to withdraw such consent in the procedure as prescribed by Hapdel from time to time.

7. Miscellaneous

7.1 You shall be bound by and shall fully observe and comply with these Platform Terms, all Service Terms, Terms of Use, Privacy Policy as well as
such other terms and conditions as may be agreed or accepted by you. The rights and protections conferred on Hapdel under these Platform Terms shall be additional to the rights and protections conferred on Hapdel under the Service Terms, Terms of Use, Privacy Policy as well as such other terms and conditions as may be agreed or accepted by you.
7.2 Any clause in these Hapdel Terms, all Service Terms, Terms of Use, Privacy Policy as well as such other terms and conditions as may be agreed
or accepted by you, that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be
deemed severed and shall not affect the enforceability of any other clauses, which clauses shall continue to be valid and enforceable to the fullest extent permitted by law.
7.3 Hapdel reserves the right to alter, modify, add to or otherwise vary these Hapdel Terms from time to time, and in such manner as Hapdel deems
appropriate. You shall be bound by the terms and conditions so amended. In any event, if you continue to use the Service after such notice, you shall be
deemed to have accepted the amendments