Terms and Conditions

1. INTRODUCTION AND SCOPE

1.1 Platform Description: SetuBuzz is a business-to-business (B2B) digital marketplace facilitating sourcing, RFQ management, supplier discovery, product development, tooling development, and manufacturing supply chain collaboration.

1.2 Purpose of Terms: These Terms and Conditions constitute a legally binding master agreement governing the relationship between SetuBuzz and its Users. By registering on or using the Platform, Users expressly agree to be bound by all terms herein.

1.3 User Categories: Users may access the Platform in one or both of the following capacities:

• "Buyer" – an entity seeking to procure goods or services
• "Supplier" – an entity offering goods or services for sale

1.4 Binding Effect: These Terms form a valid contract under the Indian Contract Act, 1872. If you do not agree to these Terms, you must not register for or use the Platform.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions: In these Terms, unless the context otherwise requires:

• "Agreement" means these Terms and Conditions, together with the Privacy Policy and any other policies incorporated by reference.
• "Confidential Information" means all non-public information disclosed by one User to another or to the Platform, including but not limited to engineering drawings, product specifications, CAD models, RFQ documents, commercial details, tooling designs, testing procedures, and development data.
• "Content" means any information, data, text, software, code, photographs, graphics, videos, messages, or other materials uploaded, posted, transmitted, or shared on the Platform.
• "DPDP Act" means the Digital Personal Data Protection Act, 2023 of India.
• "GST" means Goods and Services Tax as governed by the CGST Act, 2017 and related legislation.
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, design rights, and any other proprietary rights.
• "Personal Data" means any data about an individual who is identifiable by or in relation to such data, including name, contact details, designation, and financial identifiers.
• "RFQ" means Request for Quotation posted by a Buyer on the Platform.
• "Transaction" means any sale or purchase of goods or services facilitated through the Platform.

2.2 Interpretation: Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa.

3. PLATFORM ROLE AND DISCLAIMER OF AGENCY

3.1 Intermediary Status: SetuBuzz operates solely as a digital intermediary marketplace. The Platform:

• Does not own, manufacture, or hold inventory of any goods
• Does not take title to or possession of any products
• Is not a party to any sales contract between Buyers and Suppliers
• Does not act as an agent, representative, or fiduciary for any User

3.2 No Privity of Contract: SetuBuzz shall not be deemed to be in privity of contract with any User concerning any Transaction conducted through the Platform.

3.3 FDI Compliance: The Platform operates as a 100% B2B marketplace in compliance with the Foreign Direct Investment Policy of India, facilitating transactions exclusively between registered business entities.

4. USER ELIGIBILITY AND VERIFICATION

4.1 Business Entity Requirement: Users must be legally registered business entities. Registration is not available to individuals acting in their personal capacity.

4.2 Mandatory Registrations: All Users must possess and maintain valid:

• Permanent Account Number (PAN) under the Income Tax Act
• Goods and Services Tax (GST) Registration
• Import Export Code (IEC), if engaged in import/export activities
• Any other licenses required by law for their specific business activities

4.3 Authorized Representatives: Individuals registering on behalf of an entity warrant that they are duly authorized by such entity to bind it to these Terms. Proof of authorization (Board Resolution or equivalent) may be required.

4.4 Verification and KYC: SetuBuzz reserves the right to verify User information through Know Your Customer (KYC) procedures, which may include submission of:

• Certificate of Incorporation / Registration
• PAN Card
• GST Registration Certificate
• Memorandum and Articles of Association / LLP Agreement
• Officially Valid Documents (OVD) of authorized signatories as per PMLA guidelines

4.5 Accuracy Warranty: Users warrant that all information provided is true, accurate, and complete. Submission of false information constitutes a material breach and may result in immediate termination and legal action.

4.6 Change of Status: Users must immediately notify SetuBuzz of any change in their registration status, business structure, or contact information.

5. ACCOUNT REGISTRATION AND SECURITY

5.1 Account Creation: Users must create an account by completing the registration process and accepting these Terms.

5.2 Account Credentials: Users are solely responsible for:

• Maintaining the confidentiality of their username and password
• All activities that occur under their account
• Ensuring that they log out at the end of each session

5.3 Prohibited Activities: Users shall not:

• Share account credentials with unauthorized persons
• Use another User's account without permission
• Allow any third party to access their account
• Create multiple accounts to circumvent Platform rules

5.4 Unauthorized Access: Users must notify SetuBuzz immediately upon becoming aware of any unauthorized use of their account.

5.5 Account Security Measures: SetuBuzz may implement security measures including two-factor authentication, and Users agree to cooperate with such measures.

6. DATA PROTECTION AND PRIVACY (DPDP ACT, 2023 COMPLIANCE)

6.1 DPDP Act Compliance: SetuBuzz processes Personal Data in strict compliance with the Digital Personal Data Protection Act, 2023. Detailed privacy practices are set forth in the Privacy Policy, which is incorporated into these Terms by reference.

6.2 Data Principal Rights: Individuals whose Personal Data is processed have the following rights under the DPDP Act:

• Right to Access: The right to confirm whether their Personal Data is being processed and request a summary
• Right to Correction: The right to correct, update, or complete inaccurate or misleading Personal Data
• Right to Erasure: The right to withdraw consent and request erasure of Personal Data, subject to legal and contractual obligations
• Right to Grievance Redressal: The right to lodge grievances regarding data processing

6.3 User Obligation Regarding Third-Party Data: Users warrant and represent that they have obtained all necessary consents from their employees, directors, partners, and representatives whose Personal Data is shared with SetuBuzz or with other Users through the Platform.

6.4 Data Retention: SetuBuzz shall retain Personal Data only for as long as necessary to fulfill the purposes for which it was collected, or as required by applicable laws. Upon withdrawal of consent or termination of account, Personal Data shall be erased within a reasonable timeframe, subject to legal retention requirements.

6.5 Data Security: SetuBuzz implements reasonable security practices and procedures as required under the DPDP Act and Information Technology Act to protect Personal Data from unauthorized access, disclosure, or destruction.

7. USER CONDUCT AND PROHIBITED ACTIVITIES

7.1 Acceptable Use: Users shall use the Platform only for lawful business purposes and in compliance with all applicable laws and regulations.

7.2 Prohibited Content: Users shall not post, upload, transmit, or share any Content that:

• Is false, misleading, or fabricated
• Is malicious, harassing, or threatening
• Is libelous, defamatory, or slanderous
• Harms the reputation of any User, SetuBuzz, its employees, or partners
• Is obscene, pornographic, or contains child sexual abuse material
• Invades another's privacy
• Impersonates another person or entity
• Infringes any Intellectual Property Rights
• Contains software viruses, malware, or harmful code
• Violates any applicable law, rule, or regulation

7.3 Prohibited Activities: Users shall not:

• Use the Platform for any illegal purpose
• Interfere with or disrupt the Platform or servers
• Attempt to gain unauthorized access to any part of the Platform
• Use any robot, spider, or automated means to access the Platform
• Engage in price-fixing, bid-rigging, or market allocation with other Users (violating the Competition Act, 2002)
• Bypass the Platform to transact with other Users identified through SetuBuzz to avoid fees
• Reverse engineer, decompile, or disassemble any aspect of the Platform

7.4 Defamation Warning: Users are hereby informed that under Indian law (BNS Section 356), defamation requires: False Statement, Publication, and Reputational Harm.

7.5 Consequences of Violation: Violation may result in immediate removal of content, suspension/termination of account, and initiation of legal proceedings.

8. RFQ PROCESS AND TRANSACTIONS

8.1 RFQ Posting (Buyers): Buyers may post RFQs specifying requirements, specs, quantities, timelines, and quality standards.

8.2 Quotations (Suppliers): Suppliers respond with price, commercial terms, delivery schedules, and manufacturing capabilities.

8.3 Contract Formation: A binding contract for sale is formed directly between Buyer and Supplier. SetuBuzz is not a party and has no liability regardling performance.

8.4 Transaction Tools: Provided as a convenience; legal relationship remains solely between Buyer and Supplier.

9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

9.1 Mutual Confidentiality: Strict treatment of engineering drawings, specs, CAD models, and commercial details.

9.2 Survival: Obligation survives termination for 3 years or indefinitely for trade secrets.

9.3 Intellectual Property Ownership:

• User Content / Designs / Specs: Owned by respective Users.
• Platform software, algorithms, interfaces, branding: Owned by SetuBuzz.

9.4-9.5: Users grant SetuBuzz a license to operate. Reverse engineering or unauthorized commercialization of another's IP is prohibited.

10. PLATFORM FEES AND TAX COMPLIANCE

10.1 Fee Structure: Subscription, Listing, Transaction Commission, RFQ Access, and Premium Service fees.

10.2-10.4 Taxes: Users responsible for GST. SetuBuzz complies with Section 194O TDS and Section 52 TCS GST.

10.5-10.6 Anti-Circumvention: Bypassing the platform results in liquidated damages. SetuBuzz reserves right to modify fees with 30 days notice.

11. LIMITATION OF LIABILITY

11.1 Platform as Intermediary: SetuBuzz not liable for product quality, delivery delays, payment defaults, or user conduct.

11.2 Cap on Liability: Limited to aggregate fees paid in the 12 months preceding the event.

11.3-11.4: No exclusion for fraud or as required by Indian law. Platform provided "AS IS".

12. INDEMNIFICATION

Users indemnify SetuBuzz against claims arising from usage, content, violations of terms/law, or third-party rights infringement.

13. DISPUTE RESOLUTION

13.1 User-to-User: Direct negotiation encouraged. 13.2-13.4 Disputes with SetuBuzz: 30-day negotiation followed by Arbitration in Pune, English language. MSME rights preserved.

14-16. GOVERNING LAW, TERMINATION, FORCE MAJEURE

14. Governing Law: Laws of India. Exclusive jurisdiction in Pune courts. 15. Termination: By User or SetuBuzz. Survival of specific clauses. 16. Force Majeure: No liability for events beyond control.

17. GRIEVANCE OFFICER AND CONTACT

Grievance Officer: Manthan Panchal (support.setubuzz@gmail.com). Address: M606, River residency, Jadhavwadi, Dehu-Alandi Road, Pune - 411062, India. Resolution within 15 days.

18-21. AMENDMENTS, MISCELLANEOUS, ELECTRONIC RECORDS

Right to amend with notice. Entire agreement, severability, waiver, and assignment clauses apply. Consent to electronic communications provided.