CUSTOMER - TERMS AND CONDITIONS
Last Updated: 1st Nov 2019
These Terms and Conditions (“Terms”) govern the use of all content, software, Services, available
and displayed on the marketplace platform by the name and style of ‘Toolkart’ (“Marketplace
Platform”). The Marketplace Platform is owned and operated by Toolkart Precision Tools Private
or issued by Toolkart from time to time.
These Terms constitute a binding and enforceable legal contract between Toolkart, its affiliates,
subsidiaries, and you, a customer purchasing Products and availing Services listed on the
Marketplace Platform (“You” or the “Customer”). These Terms determine and limit the legal
rights and obligations with respect to the Customer’s use of and participation in: (i) the
Marketplace Platform including the classified advertisements, forums and all content and Services
available through the Marketplace Platform; and (ii) the online transactions between users that
offer to sell products or services via the Marketplace Platform (each, a “Service Provider”) and
Customers who are purchasing products (“Products”) or obtaining service/s through the
Marketplace Platform ("Service/s").
By using the Marketplace Platform, You agree that You have read and understood, and to be bound
by these Terms as amended from time to time, and that You comply with the requirements listed
herein. If You do not agree to all of these Terms or comply with the requirements herein, please do
not access or use the Marketplace Platform or any features or content made available on or through
1. MARKETPLACE PLATFORM
1.1. Unless stated otherwise, all the content available on the Marketplace Platform, including
Third Party Content, text, images, videos, user interfaces, trademarks, logos, applications,
designs, layouts, arrangements, or other information available on the Marketplace Platform
(“Content”) is owned by Toolkart or its licensors or its Service Providers, and is protected
by applicable laws. “Third Party Content” means the content, documents, and
information owned by a third party and available on the Marketplace Platform.
1.2. Use of the Marketplace Platform is available to transact only to individuals who are at least
18 years old and can form legally binding contracts under applicable law. You represent,
acknowledge and agree that You are at least 18 years of age or represent a valid company/
partnership/ LLP etc., duly constituted under the applicable laws, and that: (a) all
registration information that You submit is truthful and accurate, (b) You will maintain the
accuracy of such information, and (c) Your use of the Marketplace Platform and the related
Services offered through the Marketplace Platform do not violate any applicable law or
regulation. Your Customer Account (herein defined below) may be terminated without
warning if Toolkart at its discretion, believes that You are under the age of 18 or that You
are not duly constituted in terms of the applicable laws or You are not complying with any
applicable laws, rules or regulations.
1.2.1. Use of the Marketplace Platform:
a. To access Services available on the Marketplace Platform, You must create and
operate an account on the same (“Customer Account”). The Customer Account
shall be managed by Toolkart who are appointed as administrators of the
Customer Account (“Administrators”).
b. The Customer shall be responsible for maintaining the confidentiality of the
Customer Account, including user names and passwords for such accounts.
c. The Customer hereby agrees that customer shall be responsible for all activities
that occur on or through the Customer Account.
d. Toolkart shall have the right to cancel, without prior notice, the Customer
Account, and restrict any access to such accounts,at will, or if it discovers or
suspects that the Customer Account are being accessed by third parties/ parties
misrepresenting their identity or if the account is being used by a bot or if the
account is used for illicit and untoward purposes.
2.1. Toolkart hereby grants You a revocable, non-exclusive, non-transferable, limited, single-
server licence during the Term to use the Marketplace Platform for availing Products /
Services listed by the Service Providers on the Application.
2.2. Toolkart retains all right, title and interest in and to the Marketplace Platform and any
derivative works thereof.
3. NON DISCLOSURE
3.1. All information displayed either explicitly or inexplicitly on the Marketplace Platform is
deemed as Confidential Information and You shall keep it confidential unless or until the
ToolKart can reasonably demonstrate that any such Confidential Information is, or part of
it is, in the public domain through no fault of its own, whereupon to the extent that it is in
the public domain or is required to be disclosed by law this obligation shall cease.
3.2. Both ToolKart and You shall take all reasonable steps to minimize the risk of disclosure of
Confidential Information, by ensuring that only those of its employees and directors whose
duties will require them to possess any of such information shall have access thereto, and
will be instructed to treat the same as confidential.
3.3. Except for the limited license set forth in this Clause 2, the Terms do not transfer any
intellectual property to You, and all rights, title and interest in and to such intellectual
property, including, without limitation, the Marketplace Platform, will remain solely with
Toolkart, except for any third party intellectual property.
3.4. Toolkart’s trademarks and logos, and all other trademarks, service marks, graphics and
logos used in connection with Toolkart or the Marketplace Platform are trademarks of
Toolkart. other trademarks, service marks, graphics and logos used in connection with the
Content on the Marketplace Platform may be the trademarks of other third parties. Use of
the Marketplace Platform does not grant You any right or licence to reproduce or otherwise
use any Toolkart or third-party trademarks.
3.5. You agree and warrant that You shall not reproduce any content available on the
Marketplace Platform in any manner without the prior express written consent of Toolkart.
4. RESTRICTIONS ON USE
4.1. You will not use the Marketplace Platform in any manner except as expressly permitted in
these Terms. Without limiting the generality of the preceding sentence, You shall not:
4.1.1. infringe any proprietary rights, including but not limited to copyrights, patents,
trademarks, or trade secrets, of any party;
4.1.2. except as may be provided hereunder, copy, display, distribute, modify, publish,
reproduce, store, transmit, post, translate, create any derivative works, rent, or
license any Content, the Marketplace Platform or any portion thereof, or any other
products or services offered by Toolkart under these Terms;
4.1.3. use any robot, spider, other automated device, or manual process to monitor or
copy any Content other than copying or exporting as permitted by the Terms;
4.1.4. make any back-up or archival copies of the Marketplace Platform, the Content, or
any part thereof;
4.1.5. engage in the systematic retrieval of Content from the Marketplace Platform to
create or compile, directly or indirectly, a collection, compilation, database or
directory without our prior written permission;
4.1.6. re-license, sub-license, rent or lease the rights to use or access the Marketplace
Platform or any content available on the Marketplace Platform;
4.1.7. use the Marketplace Platform in (i) any unlawful manner, (ii) for fraudulent or
malicious activities, or (iii) in any manner inconsistent with these Terms;
4.1.8. violate applicable laws in any manner.
5. RESTRICTIONS ON SUBMITTED CONTENT
5.1. You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate
distribution of any content, including text, images, video, sound, data, information, or
software, to any part of the Marketplace Platform, including Your profile, the posting of
Your desired Service, or the posting of any opinions or reviews in connection with the
Marketplace Platform, the Service or the Service Provider (collectively “Submitted
5.1.1. misrepresents the source of anything You post, including impersonation of another
individual or entity or any false or inaccurate biographical information for any
5.1.2. invades anyone's privacy by attempting to harvest, collect, store, or publish private
or personally identifiable information, such as names, email addresses, phone
numbers, passwords, account information, credit card numbers, home addresses, or
other contact information without their knowledge and willing consent;
5.1.3. contains falsehoods or misrepresentations that could damage Toolkart or any third
5.1.4. is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous,
slanderous, threatening, discriminatory, racially, culturally or ethnically offensive;
incites, advocates, or expresses pornography, obscenity, vulgarity, profanity,
hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be
considered a criminal offense, give rise to civil liability or violate any law;
promotes racism, hatred or physical harm of any kind against any group or
individual; contains nudity, violence or inappropriate subject matter; or is
5.1.5. is copyrighted, protected by trade secret or otherwise subject to third party
proprietary rights, including privacy and publicity rights, unless You are the owner
of such rights or have permission from the rightful owner to post the material and
to grant Toolkart all of the license rights granted herein;
5.1.6. contains or promotes an illegal or unauthorized copy of another person's
copyrighted work, such as pirated computer programs or links to them,
information to circumvent manufacture installed copy-protection devices, pirated
music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of
art, teaching tools, or any other item the copy, display, use, performance, or
distribution of which infringes on another's copyright, intellectual property right,
or any other proprietary right;
5.1.7. is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an
individual or group of individuals for any reason on the basis of age, gender,
disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage
anyone else to do so;
6. DISCLAIMERS AND WARRANTIES
6.1. YOU AGREE THAT YOUR USE OF THE MARKETPLACE PLATFORM SHALL BE
AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AND
TOOLKART AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS,
EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES,
FRANCHISEES, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO
WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH
THE MARKETPLACE PLATFORM, THE SERVICES OFFERED ON OR THROUGH
THIS THE MARKETPLACE PLATFORM, ANY DATA, MATERIALS, SUBMITTED
CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY
OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR
PRESENTED ON THE MARKETPLACE PLATFORM, INCLUDING WITHOUT
LIMITATION THE MATERIALS, DATA AND SUBMITTED CONTENT OF OTHER
USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE
EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE MARKETPLACE PLATFORM, THE SERVICES OFFERED
ON OR THROUGH THIS APPLICATION, DATA, MATERIALS, SUBMITTED
CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR
PRESENTED ON THIS THE MARKETPLACE PLATFORM IS PROVIDED TO YOU
ON AN "AS IS," "AS AVAILABLE" AND "WHERE IS" BASIS WITH NO
WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
6.2. TOOLKART DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS,
MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION,
MATERIALS, SUBSTANCE OF THE MARKETPLACE PLATFORM OR
SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR
SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE
WEBSITE BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE,
OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR
SERVICE PROVIDER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS
A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION,
MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT
POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA
THE WEBSITE. TOOLKART DOES NOT ENDORSE, WARRANT, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY OF THE SERVICES ADVERTISED OR
OFFERED BY THE SERVICE PROVIDERS THROUGH THE MARKETPLACE
PLATFORM OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR
OTHER ADVERTISEMENT. TOOLKART WILL NOT BE A PARTY TO OR IN ANY
WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY PARTY, INCLUDING THE SERVICE PROVIDERS. AS WITH THE
USE OF SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE
YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
6.3. All Warranties extended for any products / services sold through the Marketplace Platform
are as per the Warranty terms of the Supplier / Service Provider only. Toolkart does not
make any representations or warranties on behalf of any Service Provider. Further,
Toolkart does not make any representation or warranty as to specifics of the Services or
products proposed to be offered to the Customers by the Service Providers. Toolkart does
not support or endorse the Services provided by the Service Providers and accepts no
liability for any errors or omissions, whether on behalf of itself or any Service Provider.
6.4. To the fullest extent permissible under applicable law, Toolkart expressly disclaims all
warranties of any kind, express or implied, arising out of the Services, including warranties
of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and
non-infringement, compatibility, applicability, usability, appropriateness, and any warranty
that may arise out of course of performance, course of dealing, or usage of trade.
6.5. ToolKart Recommendation Engine :
6.5.1. The Recommendation Engine is a software program that displays the
recommended Tools (Results) based on the Inputs provided by You, Matched with the
Data provided by the Service Provider. ToolKart does not make any warranties on the
recommended results, if either of the above are incorrect.
6.5.2. The Cycle time and Cost Per Component calculations are for Comparison
for ordering purposes only. The Results are based on Standard Working conditions and
may vary depending on Actual Working conditions. You are to refer to the Service
Provider or/ ToolKart’s Application Expert for exact parameters before using the
6.5.3. Toolkart expressly disclaims all warranties or liabilities of any kind,
express or implied, arising out of the usage of a wrongly selected tool based on the
6.5.1 or 6.5.2 above.
7. TERMS OF SALE
This clause deals with the terms and conditions related to the Sales, Orders, Invoicing, Returns &
Payments related to your purchase transactions on The Marketplace Platform.
7.1. Sales & Ordering
7.1.1. You hereby confirm that any products you purchase on the Marketplace
Platform is only for your internal consumption and strictly not for resale.
7.1.2. Orders once placed cannot be cancelled after the products / Services are
shipped / implemented.
7.1.3. Any orders placed by you on the Marketplace Platform, is an indent for
ToolKart to procure the Products / Services from the Service Provider and have them
delivered to you.
7.2. Pricing and availability
7.2.1. The pricing and Discounts displayed on the Marketplace Platform is
governed and controlled by the Service Provider, and ToolKart reserves its right to add
additional discounts, Cashback Offers & Reward Points at its sole discretion. ToolKart
or the Service Provider can withdraw any offers such as Discounts, Cashback or the
Reward Points at any time, at their sole discretion.
7.2.2. The availability of the products / services displayed on the Marketplace
Platform, are as provided by the Service Provider. The availability & delivery
timelines are estimates only, and are subject to change. You will be notified of any
such change as applicable, via email or SMS.
7.3. Invoicing & Taxes
7.3.1. ToolKart will send you invoices for orders placed by you. The invoice will
carry the breakup of the applicable GST and other Taxes and Levies, and are not
7.3.2. Inorder to obtain the due rights on Tax credits, You shall provide the right
Tax Registration Details in your Account Section on the Marketplace Platform.
ToolKart shall not be liable for any claims of loss of tax credit by You, if the aforesaid
information provided by you is deemed incorrect.
7.4. Payments & Credit Facility
7.4.1. You undertake to honor the payments made to ToolKart on the
Marketplace Platform, while purchasing products or Services. At no point of time, you
shall reverse any payments that are already made to ToolKart, by way of claiming it
through the Payment Gateway or any other Channel.
7.4.2. The credit facility offered on the Marketplace, is an earnest effort from
ToolKart to provide you with additional payment options. ToolKart shall refer You to
its partnering Credit Agencies, who at their discretion will approve a credit limit for
You, after going through a verification process. You undertake to use such credit
approvals exclusively at ToolKart’s Marketplace Platform only.
7.4.3. ToolKart does not guarantee the Credit approvals for you. The Partnering
Credit Agencies are at will to revoke the credit limits at any given point of time,based
on discrepancies found in the information provided by you, or defaults committed in
the Repayment timelines.
8. TOOL PERFORMANCE (SUPPORT, TRIALS & PROVE OUT)
8.1. The actual performance of the tool in terms of cycle time and tool life may vary depending
upon the work piece material condition, set up condition and machine condition. ToolKart
shall provide necessary assistance in conducting trials and prove out either through on-line
support from the ToolKart Application Team or facilitate a request for application engineer
visit from the Tool Supplier through the On-line ticketing system.
8.2. Any request for Trials or Prove out shall be accepted or regretted by the Service Provider
at their sole discretion.
8.3. ToolKart Shall periodically address and follow up for the open tickets to ensure early
resolution of the tickets.
8.4. The solution and support provided by the supplier will be final and over ruling the solution
provided by ToolKart Application expert.
9. RETURNS AND REFUND
9.1. You can Return Products within the specified return window timelines, if received in a
physically damaged condition, any parts and accessories are missing or if they are different
from the description provided on the Marketplace Platform.
9.2. If you wish to Return Products due to any defects or non performance, the reason for return
should be clearly mentioned, and ToolKart and / or the Service Provider will duly
investigate the same by a proper inspection of the usage conditions, and provide a
resolution based on the evaluation process.
9.3. Return requests will be accepted and processed only if :
● The product is in the original condition, along with the box, tags, spares and
accessories (if any) as shipped by the Service Provider
● It is established that the damage (if applicable) is not inflicted while at your
● The product is different from what was described in the Marketplace Platform
● The purchase is not through the Recommendation Engine, where the suggested
product is a result of the Inputs provided by You.
● The product page does not carry an explicit sign of “Non Returnable Product” on
the Marketplace Platform.
● The reason for return is not based on your buying remorse.
9.4. Upon Successful acceptance of a Return Request, ToolKart Shall
● Initiate the Refund of your payment if made through the Payment Gateway.
● Initiate the Reversal to Credit Limit if purchased through the Credit Option.
● Reverse the Tax Credits if any by way of issuing Credit Notes
● Provide you with suggestions of the right replacement to be procured
9.5. Further, you agree to indemnify and hold ToolKart harmless for all losses, liability
incurred by You on account of your action or inaction in compliance with the Returns
Policy, or the applicable laws.
10.1. You shall indemnify, defend at Toolkart’s option, and hold Toolkart, its
subsidiaries, affiliates, franchisees and their officers, associates, successors, assigns,
licensors, employees, directors, agents, and representatives, harmless from and against any
claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs
(including, without limitation, from all damages, liabilities, settlements, costs and legal’
fees and expenses) due to or arising out of the Services availed by You from the Service
Providers, Your access to the Marketplace Platform, use of the Marketplace Platform,
violation of these Terms, or due to Your infringement, or any infringement by any third
party who may use Your account with Toolkart, of these Terms.
11. CONSENT TO USE DATA
and use Your information and technical data and any related information as required by it.
11.2. Toolkart may use the information and data pertaining to Your use of the
Services for analytics, trends’ identification, and purposes of statistics to further enhance
the effectiveness and efficiency of the Marketplace Platform and tools used in the
11.3. You hereby expressly authorise Toolkart to disclose any and all
information relating to You in Toolkart’s possession to any law enforcement or other
government officials, if Toolkart believes it is necessary or appropriate in connection with
the investigation or resolution of possible crimes, including but not limited to Your
identity, information provided by You, Your banking information, and Your
correspondence. You further understand that Toolkart might be directed to disclose any
such information as may be deemed necessary to satisfy any judicial order, law, regulation,
or valid governmental request.
12. LIMITATIONS OF LIABILITY
12.1. IN NO EVENT SHALL TOOLKART, OR ITS FRANCHISEES,
OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS,
ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, ATTORNEYS OR AGENTS,
BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER
RESULTING FROM ANY (I) ACCESS TO OR USE OF THE MARKETPLACE
PLATFORM OR ANY SERVICES OFFERED BY ANY SERVICE PROVIDER VIA
THE MARKETPLACE PLATFORM; (II) ERRORS, MISTAKES, OR INACCURACIES
OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF
THE MARKETPLACE PLATFORM OR THE SUBMITTED CONTENT; (III) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE MARKETPLACE PLATFORM BY ANY
THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE MARKETPLACE PLATFORM; (VI) ANY ERRORS OR
OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR
SUBSTANCE OF THE MARKETPLACE PLATFORM OR SUBMITTED CONTENT;
(VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT
ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE
FORMATION OF A CONTRACT FOR A SERVICE; (VIII) ANY DEFAMATORY,
OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE
PROVIDER; THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO
THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION; OR (IX) THE PROPRIETARY RECOMMENDATION TOOL
ENGINE DEPLOYED ON THE MARKETPLACE PLATFORM.
12.2. YOU HEREBY ACKNOWLEDGE AND AGREE THAT TOOLKART
SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY,
OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY SERVICE
PROVIDER AND THAT THE RISK OF HARM OR DAMAGE FROM THE
FOREGOING RESTS ENTIRELY WITH YOU.
12.3. In no event shall the total, aggregate liability of Toolkart, or any of the
above-referenced respective parties, arising from or relating to the Marketplace Platform,
and/ or submitted content exceed the total amount of fees actually paid for that particular
Service / product by You via the Marketplace Platform.
12.4. The website may contain links to third-party websites that are not owned
or controlled by Toolkart. Toolkart does not have any control over, and assumes no
responsibility for, the content, privacy policies, or practices of any third party websites. In
addition, Toolkart will not and cannot censor or edit the content of any third party site. By
using the Marketplace Platform, You expressly relieve Toolkart from any and all liability
arising from Your use of any third party website. Accordingly, please be advised to read
including those directed by the links contained on the Application.
13. JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION
13.1. These Terms shall be governed by, and construed and enforced in
accordance with, the laws of India. Subject to other provisions hereof, the courts in
Bangalore shall have exclusive jurisdiction.
13.2. Notwithstanding anything contained in Clause 9.1 above, all disputes
arising out of this Terms shall be settled amicably between the Parties. Either Party may
provide a dispute notice to the defaulting Party. A Party upon receipt of the aforesaid
dispute notice, will intend to resolve such dispute within 15 (fifteen) working days.
13.3. In the event the Parties fail to amicably resolve the dispute, they shall
proceed to resolve the dispute through mediation at the Bangalore Mediation Centre,
Bangalore in accordance with the rules thereunder.
13.4. In the event however that any dispute is not solved amicably between the
Parties in terms of Clauses 9.2 and 9.3 above, the same shall be referred to arbitration in
accordance with the Karnataka Arbitration & Conciliation Centre – Bengaluru (Domestic
& International) Rules, 2012 framed by the High Court of Karnataka. A Party shall provide
an arbitration notice to the defaulting Party in accordance with the aforesaid rules. The
proceedings shall be held in accordance with aforesaid rules. The place of arbitration shall
be at Bangalore and the proceedings shall be conducted in English. The award passed by
the arbitrator shall be binding upon the Parties. The Parties shall appoint a sole arbitrator in
terms of the aforesaid rules.
13.5. Each Party will cooperate in good faith to expedite, to the maximum
extent practicable, the conduct of any extra-judicial settlement or arbitral proceedings
commenced under the Agreement.
13.6. The parties to the arbitration shall keep the arbitration confidential and not
disclose to any person, other than on a need to basis, unless required to do so by law. The
decision of the arbitrator shall be final and binding on all the Parties hereto.
13.7. Each party to the arbitration shall bear its own costs with respect to any
14. MISCELLANEOUS PROVISIONS
14.1. Modification – Toolkart reserves the right at any time to modify these
Terms and to add new or additional terms or conditions on Your use of the Marketplace
Platform. Such modifications and additional terms and conditions will be communicated to
You and, unless expressly rejected (in which these Terms and Your licence shall
terminate), will be effective immediately and will be incorporated into these Terms. In the
event, You refuse to accept such changes, these Terms and licence will terminate.
14.2. Severability - If any provision of these Terms is determined by any court
or other competent authority to be unlawful or unenforceable, the other provisions of these
Terms will continue in effect. If any unlawful or unenforceable provision would be lawful
or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest
of the provision will continue in effect (unless that would contradict the clear intention of
the parties, in which case the entirety of the relevant provision will be deemed to be
14.3. Assignment - You shall not distribute, licence, sell, transfer or assign any
of Your rights to access Services listed on the Application to others in any manner without
the prior written consent of Toolkart. Toolkart may grant or withhold this consent in its
sole discretion and subject to any conditions it deems appropriate. Toolkart may assign its
rights to any of its affiliates or subsidiaries, or to any successor in interest of any business
associated with the Marketplace Platform without any prior notice to you.
14.4. Notices - All notices, requests, demands, and determinations for Toolkart
under these Terms (other than routine operational communications) shall be sent to the
following email address: firstname.lastname@example.org
14.5. Third Party Rights - No third party shall have any right to enforce any
terms contained herein.
14.6. Each Party hereby covenants to the other that it shall do all such acts,
deeds and things as may be necessary or reasonably requested by the other Party to give
full effect to the intent, purpose and arrangements contemplated by these Terms, in
accordance with the spirit of and in the manner contemplated herein, and that no consents
shall be unreasonably withheld by either Party.