Xfrate Terms of Use (AU) – Platform Agreement

General Terms and Conditions of Use

We, at Xfreight Technologies operate as an intermediary facilitating B2B freight logistical business under the brand name “Xfrate’ (hereinafter referred to as, “Xfrate”,“Company”,“We”,“Us” or “Our”).

This general terms and conditions of use (“Terms”) describes the terms by which Xfrate offers to You, as a user (“User(s),” “You” or “Your”), access to Our website (“Website”) (website URL address: https://xfrate.com), Our user registration portal (“Xfrate Platform”) [https://xfrate.com] and the associated mobile software application platform (collectively referred to as “Platforms”).

These Terms along with any supplemental terms, as applicable, the privacy policy (“Privacy Policy”) and the Payment Terms and Conditions form a legally binding agreement (“Agreement”) between You and Us. Hence, We insist that You spend time reading these Terms and Privacy Policy and proceed with the use of Platforms only if you agree with the Terms and Privacy Policy, in entirety.

As long as you comply with the Terms, We grant You a personal, non-exclusive, non-transferable, limited, revocable right to enter, use, register and avail the Services offered by Xfrate.

A. Definitions and Interpretation

Any capitalized terms, not defined elsewhere in this Agreement, shall mean as follows:

General definitions:

App: App means the Xfrate mobile platform downloadable from Google Play/AppStore or any other store of similar nature operated by Us, including any updates thereof.
Applicable Laws: Applicable Law means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, of any governmental, judicial, quasi-judicial, statutory or regulatory authorities, particularly those relating to the internet technology, data privacy and logistic services that apply to the jurisdictions where the Company is operational.
Content: Content will include (but is not limited to) reviews, images, photos, audio, video, location data, nearby places, and all other forms of information or data that You may share or transmit to, through or in connection with the Services, such as likes, ratings, reviews, images, photos, messages, chat communication, profile information, or any other materials that You publicly display or displayed in Your Account profile.

Service-related definitions:

Service Provider: Service Provider means the entities who are providing the transportation and logistics services to the shipper, including but not limited to Carriers, Vehicle Owner/Brokers, and 3 PL Partners.
Carrier: A person or entity responsible for the transportation of full truckload shipments of goods.
Fleet Owner/Vehicle Owner/Broker: A person or entity that owns or manages a vehicle used for transportation services.
3 PL Partner: A person or entity responsible for providing the logistical services including transportation of goods, part truckload shipments.
Shipper: A person or entity that places an order for the transportation of goods using Our Platforms. While placing an order for services, the Shipper may opt for transportation of goods through a Full Truckload or a Part Truckload.
Full Truckload: A shipment that occupies the entire capacity of a truck, typically excluding any additional space for other shipments.
Part Truckload: A shipment that does not occupy the entire capacity of a truck, allowing for other shipments to be included.
Consignment Note/Bill of Lading (Bilty): A document that serves as a contract of carriage between the Shipper and the Carrier/3 PL Partner/Vehicle Owner, detailing the terms and conditions of the transportation services.

Any reference to the singular includes a reference to the plural and vice versa, and any reference to one gender includes a reference to other gender(s), unless explicitly provided for.
Headings and captions are used for convenience only and not for interpretation of the Agreement.
Any reference to a natural person shall include his/her heirs, executors and permitted assignees and any reference to a juristic person shall include its affiliates, successors and permitted assignees, unless repugnant to the context.

B. YOUR APPROVAL

You approve of and accept the Agreement by:
1. clicking to “I accept” or“I agree” button to the Terms, where it is made available to You by Us in the user interface for any particular service;
2. downloading and/or installing the App on Your device;
3. accessing or using the App or any of the content available within the App from any device; or
4. accessing or using the Website from any device.
You can accept the Agreement only if:
1. You are a natural person of the legal age and sound mind to consent in your jurisdiction and are fully able and competent to understand, acknowledge and agree to the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms;
2. You are a juristic person, lawfully existing that has all the authorizations, permits and allowances to enter into this Agreement and form a binding contract;
3. You are not legally barred under Applicable Laws from using the Platform.
You understand that We want You to use the Platforms if You understand, approve of or accept the Agreement in its entirety. If You do not agree to this Agreement, please do not use or access the Platforms. Your use of the Platform is at Your own risk, including the risk that You might be exposed to content that is objectionable, or otherwise inappropriate. Hence, You are requested to read these Terms and Privacy Policy carefully and understand the Agreement before You accept it and agree to be bound by them.

C. OUR BUSINESS MODEL

The Platform is designed to provide You with an online platform to connect you to third-party Service Providers for all Your transportation, freight, logistics, vehicle needs through an embedded browsing experience (“Services”).
Once You have signed up as a User, You will be required to complete the onboarding process on our Platform by providing the specified documents, in accordance with Our Privacy Policy. Upon successful verification of the documents provided by You, the onboarding process shall be deemed to be completed. Post completion of the onboarding process, You can access the features of the Platform as per these Terms. If there is any delay in completion of the onboarding process or verification of the documents, you may contact Our customer support service at customer.support@xfrate.com.
If You are a Shipper or a Carrier/3 PL Partner, You may place an order on the Platform for availing of Services. You are free to choose the relevant Service Provider, i.e., Carrier/3 PL Partner/Vehicle Owner, depending on your requirement, from the list of Service Providers who indicated their interest in accepting your order through the in-app time-bound bidding system.
Once you provide the required details of your order on the Platform and start a bidding or pre-order process, the interested Service Providers will respond to your request by providing counter offers within prescribed timeline. Bids, if not accepted by You, within the prescribed time may expire, unless extended by You through Our Platform.
Once You accept a bid of a Service Provider, You will be able to directly coordinate with such Service Providers. Acceptance of bid through the Platform will create an obligation for the Service Provider to provide the Services as per the terms of the bid. When You choose a Service Provider to provide the transportation and/or logistics services, You enter into a separate agreement formed solely between You and the relevant Service Provider. The terms of the same are decided solely between You and the relevant Service Provider and You acknowledge and agree that We are not a party to such a contract.
You acknowledge and agree that the Platforms do not provide transportation and/or logistical services or function as a transportation carrier. All transportation and/or logistics services on Our Platform are provided by the relevant Service Providers, i.e., independent third-party contractors who are not employed by Us. We merely act as an intermediary under the Applicable Laws. You agree that We have no responsibility or liability to You related to any transportation, goods or logistics services provided/availed by You other than as expressly set forth in this Agreement.
You acknowledge and accept that the Services are provided by independent Service Providers that We do not control. Any decision to offer or accept the transportation and/or logistics services is an independent decision made in Your sole discretion at Your own risk. We do not direct or control any Service Provider generally or in their provision of the Services. Any feature, process, or other effort that we undertake to enhance Your enjoyment of Our Platform is not an indication of any employment or agency relationship with any User of the Platform.
You agree and acknowledge that You will be liable for checking the contents, packing, sealing, addressing, labeling, and handling of the goods, carriage, shipping instructions, waybill or Consignment Note that may be applicable for the Service.
In order to access the Platform, You have to register as a User and create an account (“Account”) by providing prescribed information which will be governed by our Privacy Policy. You must promptly update Your information through Your Account if there are any changes to Your registered information. You shall bear the sole responsibility to make such changes.
You agree to accept responsibility for all activities that occur in or from Your Account and agree to establish reasonable security procedures and controls to limit access to the password or other identifying information of Your Account to unauthorized individuals, which includes choosing passwords and other credentials in a manner that will protect the security of Your information. Your credentials include Your username and password to Your Account.
We reserve the right to introduce at any time a subscription fee for Users who wish to access special facilities and exclusive discounts. This subscription will be optional, and Users who choose to subscribe will receive additional benefits as outlined by Us from time to time. The terms and conditions, pricing of the subscription service and additional benefits will be communicated to the Users in advance and may be subject to change at Our discretion. Furthermore, we reserve the right to condition the access to Our Platforms on the payment of a subscription fee.
You understand that the Services displayed on the Platform may not be available for hire in Your particular country or locality. The reference to such products and Services on the Platform does not imply or warrant that these Services will be available at any time in your particular geographical location. The Services also are subject to availability, and Xfrate shall not be responsible if at the time of completing the transaction on the Platform, the Service becomes unavailable.

D. USAGE OF THE PLATFORM

You will download and install the App from the software application store (such as Google Playstore or Appstore) for using it. You will also download and update the relevant latest versions of the App, and any relevant updates provided by Us to avail continued access to the App.
You will use the Platform only for such purposes as is permitted by (a) this Agreement; and (b) any law, regulation or generally accepted practices or guidelines applicable in the country where Xfrate operates in.
We, or the software application store may include functionality to automatically check for updates or upgrades to the Platform. Unless Your device, its settings, or computer software does not permit transmission or use of upgrades or updates, You agree that We, or the software application store, may provide notice to You of the availability of such upgrades or updates and automatically push such upgrade or update to Your device or computer from time-to-time. You may be required to install certain upgrades or updates to the Platform in order to continue to access or use the Services, or portions thereof (including upgrades or updates designed to correct issues with the Services). Any updates or upgrades provided to you by us under the Terms shall be considered part of the Services.
You undertake and warrant that any information provided by You to Us is correct and valid. In case of any wrong information/impersonation/furnishing of wrong information, You shall be liable for consequences and You shall indemnify Us against any such loss, damage, consequences, which may have to be faced by Us due to such breach. In case it is found that the information provided is false, We may deny access to the Website and the App immediately without prejudice to any of the terms envisaged under these terms and conditions. We may also initiate any such actions against You as it may deem proper.
We may stop provision of the Platform (or any part of the Platform), permanently or temporarily, to You or to users generally or may modify or change the nature of the Platform and/or these Terms at Our sole discretion, without any prior notice to You. Your use of the App following any such modification constitutes Your deemed acceptance to be bound by any and all the Agreement (or as it may be modified).
You agree to not copy, license, adapt, distribute, exchange, modify, sell or transmit any content or material from this Platform, including but not limited to any text, images, audio, video or links for any business, commercial or public purpose. We grant You a non-exclusive, non-transferable, limited right to enter, view, use and transact on these Platforms except for the purpose of making a single archival backup copy. You also understand that You are expressly prohibited from copying, reproducing, altering, modifying, creating derivative works of, or publicly displaying any content displayed on the Platforms.
You agree and acknowledge that You will not host, display, upload, modify, publish, transmit, update or share any information through the Platform that:

belongs to another person and to which the user does not have any right;
is obscene, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence;
is harmful to child;
infringes any patent, trademark, copyright or other proprietary rights;
deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature;
impersonates another person;
threatens the unity, integrity, defence, security or sovereignty of India or any other jurisdiction where Xfrate operates, friendly relations with foreign countries, or public order, or causes incitement to the commission of any cognisable offence, or prevents investigation of any offence, or is insulting other nation;
contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; and
violates any Applicable Law for the time being in force.

You agree and acknowledge to the following representations at all times while using the Platform:

All information that You provide is true, accurate, complete and updated;
You will not use the Platform or any content provided thereof for any purpose that is illegal, unlawful or prohibited by Applicable Laws;
You will comply with all Applicable Law, rules, regulations and industry standards while using the Platforms;
You will use the Platforms for legitimate business purposes related to freight logistics;
You will not make available any Content that You do not have the right to make available or that infringes any patent, trademark, copyright or other proprietary rights of any person or entity;
You will not use the Services to obtain unauthorized access to the systems, network or data of the Platforms.

While using the Platforms, You agree that You will not attempt to or engage in any activity that may:

reverse engineer, decompile or otherwise extract the source code related to the App or any part thereof, unless it is expressly permitted by Us to You in writing or is required by the Applicable Law;
use any robot, spider, retrieval application, or other device to retrieve or index any portion of the Platforms or Content thereof;
collect information about users of the App for any illegal or unlawful purpose;
create any user accounts by automated means or under false or fraudulent pretences for using the Platforms;
transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through the Platforms;
use the Platforms in any manner that could damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Platform, or interfere with any other users’ use and enjoyment of the Platform;
carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Platforms or disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to the Platforms or any part of the Platforms or any user of the Platforms;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platforms or obtain any materials or information through any means not intentionally made available through the Platforms, in Our opinion.

E. GENERAL PAYMENT TERMS

You will be charged service fees for facilitating the interaction between the Shipper and the Carrier/3PL Partner, or Carrier/3PL Partner and Vehicle Owner/Broker, as the case may be.
You are responsible for any service fees that may be applicable to certain transactions or use of the Platform; where You will be notified of such applicable fees, prior to the completion of any transaction. By clicking ‘Proceed’ / ‘Submit’ / ‘Continue’ or any other similar button on the Platform, You shall be deemed to have consented to the fees displayed on the said page.
You will be charged a service fee by the Platform on a per transaction basis, as determined by the Platform from time to time.
You understand, accept and agree that the payment facility provided by Us is neither a banking nor financial service but is merely a facilitator providing an online electronic payment, using third-party gateways or appropriate payment system infrastructure and the same will also be governed by the terms and conditions of such third-party payment facilitator. You acknowledge that We will in no case be liable for any failed payment, cancelled payment or any other refund related issue.
You are responsible for any payment of goods and services tax. The collection and remittance of that tax for sales of any Services will be determined in accordance with Applicable Laws.
Any payment that Shipper shall be paying to the Carrier/3PL Partner, should be made after the Shipper is assured of the authenticity of the Carrier/3PL Partner and its ability to execute the delivery of the load and the Shipper understands that Xfrate gives no warranty or assurance about the genuineness or merchantability of the Services offered by the Carrier/3PL Partner.
Any payment which the Carrier/3PL Partner shall be paying to the Vehicle Owner/Broker, should be made after the Carrier/3PL Partner is assured of the authenticity of the Vehicle Owner and its ability to execute the delivery of the Vehicle and the Carrier/3PL Partner understands that Xfrate gives no warranty or assurance about the genuineness or merchantability of the services offered by the Vehicle Owner.
These general payment terms shall be read in conjunction with the supplemental payment terms as applicable for each Service Provider.

F. CONFIDENTIALITY

You agree to treat all data and information not publicly available as confidential (“Confidential Information”) and to use such information solely for the intended purpose. We will not be liable for any direct, indirect, special, consequential, or other damages arising from the use of the Platforms, or any information or images contained therein, including but not limited to lost profits, business interruption, and loss of programs or data.
The confidentiality obligations do not extend to data or information required to be disclosed to third parties, including public authorities, pursuant to legal obligations. In such cases, the disclosing party shall notify the other party without any delay. You will take all reasonable measures to prevent the disclosure, dissemination, or unauthorized use of Confidential Information, which will include at least the same level of protection You apply to Your own confidential information. Additionally, You shall not issue any press release or make any public statements regarding these Terms or Your use of the Service provided by the Company.
You are responsible for maintaining the confidentiality of Your login credentials and Account information. Any unauthorized use of Your Account must be immediately reported to Us as to prevent fraudulent activity or misrepresentation. In such an event or otherwise, We retain the right to immediately suspend Your Account until We are assured that the Account is only accessed by an authorized User.

G. INTELLECTUAL PROPERTY

Your use of the Platform is, and at all times shall be, governed by and subject to the Applicable Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree to abide by the Applicable Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and You shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by Your use of the Platform through Your device.
The Xfrate name and logo, along with service marks, graphics, other logos, written content used in connection with the Platforms (“Xfrate IP”) are owned by the Company. We own all rights, titles, and interest in Xfrate IP, and all related technology and intellectual property rights. Subject to the terms of these Terms, We grant You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with these Terms. You obtain no rights under these Terms from Us, Our affiliates to the Service, including any related intellectual property rights.
The other trademarks, service marks, graphics and logos used in connection with the Platforms except the Xfrate IP are the intellectual property of their respective owners (collectively “Third-Party IP”). The Xfrate IP and Third-Party IP may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable intellectual property holder.
The Platform and any underlying technology or software used in connection with the Platform may contain rights of Us or Our affiliates or any third party. For use of any Third-Party IP, You may need to get permission directly from the owner of the intellectual property.
Any intellectual property which is not specifically mentioned to be owned by Us is owned by their respective owners and the owners have a right to take appropriate actions against You for any violation, infringement or passing off.
We respect the intellectual property rights of others and do not hold any responsibility for any violations of any intellectual property rights by You.
Unless stated otherwise, all pictures and information contained on these Services are believed to be owned by or licensed to Us. If you are the copyright owner of any Content on these Services and you think the use of the above material violates Your copyright in any way, please email a takedown request by writing to contact@xfrate.com with the subject “Content takedown request”. Please indicate the exact URL of the webpage in your request. No other party is authorized to reproduce or republish these digital versions in any format whatsoever without Our prior written permission.

H. INDEMNITY

You will defend, indemnify, and hold harmless Us, Our affiliates and each of Our/their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any third-party claim concerning:

Your use of the Website, Services or features;
Breach of these Terms or violation of Applicable Law by You;
Any illegal or offensive conduct by You or any third party on Our platform;
Any delay or inaccuracy in information provided by You or any third party;
Any dealings between You and any Service Provider, on or through Our Platforms, including the delivery of product or service, payment, conditions;

In the event (i), (ii), (iii), (iv) or (v) occurs, You will be liable to reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third-party notices or other compulsory legal order or process associated with third-party claims described in (i) through (v) to the tune of loss or damages incurred.

I. LIMITATION OF LIABILITY AND WARRANTIES

In no event shall We, Our group companies, affiliates, Our officers, shareholders, subsidiaries, associate companies, directors, employees and agents, partners, co-branders, licensors, licensees, consultants, or contractors (“Xfrate Entities”) be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages or losses whatsoever, or damages for loss of data or profits, goodwill, and/or other intangible loss, whether or not foreseeable and regardless of whether We have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of, or access to, the Platforms.
In no event shall Xfrate Entities’ total cumulative liability to You in connection with the Services for all damages, losses and causes of action (whether arising under contract or otherwise), arising from or relating to Your use of the Platform or arising from these Terms exceed INR 10,000 (Indian Rupees ten thousand only).
By using the Services and accessing the Platform, You agree that We shall specifically not be responsible or liable for:

Any fraudulent transactions, misrepresentation or suppression of facts by the Users;
The pricing and payment terms of inter se agreements entered between Users using Our Platforms;
Any dispute arising between Users regarding quantity, quality, packing, assembling, etc. of goods conveyed with the help of Platforms;
Any late pickup, late delivery, early arrival, early delivery, any waiting charges and also if You procure the freight without pickup service and/or delivery service, You are responsible for delivering the shipment to the designated drop-off and/or pickup point;
Goods or services or the terms on which Services may be procured or availed using the Platforms. If You are choosing to procure or avail such goods or services, You should carefully evaluate them and the terms upon which You are availing them;
Any natural loss, damage, deterioration of goods involved including on account of pilferage, theft, accident, natural calamity or any other similar cause;
Any conduct of any personnel of different Service Providers;
Performance or quality of Services or any material aspects thereof as earlier agreed by parties to Consignment Note and/or the vehicle rental agreement;
The collection and remittance of taxes. You shall indemnify and hold Us harmless against any and all claims by any tax authority for any underpayment of any goods and service tax as applicable and any penalties and/or interest thereon. We shall not provide any customer support services related to collection and remittance of taxes.

J. DISCLAIMERS

Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to You on an “AS IS” or “AS AVAILABLE” basis. We make no representation or warranty and disclaim all responsibility and liability for:
1. The completeness, accuracy, availability, timeliness, security, and non-compatibility or reliability of any Content;
2. Any harm to Your computer system, loss of data, or other harm that results from your access to or use of any Content;
3. The deletion of, or the failure to transmit, any Content and other communications maintained by the Services;
4. Whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained through the Content, will create any warranty or representation not expressly made herein or therein.
By using Our Services, you agree to the following disclaimers:
1. The Content on these Services is for informational purposes only. We disclaim any liability for any information that may have become outdated since the last time the particular piece of information was updated. We reserve the right to make changes and corrections to any part of the Content on these Services at any time without prior notice. We do not guarantee the quality of the services, the listing of the Service Providers, or the availability of the Service Providers.
2. Any certification, awards, accreditations, licenses or permits (“Certification”) or information in regard to such Certification that may be displayed on the Service Providers’ listing page on the Platform is for informational purposes only. Such Certification is displayed by Us on an ‘as available’ basis that is provided to Us by the Service Provider. We do not make any warranties about the validity, authenticity, reliability, and accuracy of such Certification or any information displayed in this regard. Any reliance by You upon the Certification or information thereto shall be strictly at Your own risk and We, in no manner shall assume any liability whatsoever for any losses or damages in connection with the use of this information or for any inaccuracy, invalidity or discrepancy in the Certification or non-compliance of any Applicable Laws or regulations by the Service Providers.
You expressly acknowledge that we do not assess the suitability, legality, regulatory compliance, quality or ability of any user or goods scheduled through the use of the Service, and We make no warranty regarding the same.
We, Our officers, directors, employees, affiliates and agents and any other service provider responsible for providing access to the Platforms in connection with this Agreement will not be liable for any acts or omissions, including of a third party, and including those vendors participating in Our offerings made to You, or for any unauthorized interception of data or breaches of this Agreement attributable in part to the acts or omissions of third parties, or for damages associated with Our Platforms, or equipment that it does not furnish, or for damages that result from the operation systems, equipment, facilities or services provided by third parties that are interconnected with Us.

K. FORCE MAJUERE

You agree that We will be under no liability whatsoever to You in the event of non-availability of the Platforms and/or any of the Services or any portion thereof, occasioned by an act of God, war, disease, revolution, riot, civil commotion, strike, lockout, flood, fire, satellite failure, failure of any public utility, man-made disaster, satellite failure or any other cause whatsoever beyond Our control (including any event which is caused by the failure or non-performance on the part of the Service Providers).

L. GOVERNING LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with the laws of India. Subject to Para L(2), any Dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Kolkata, West Bengal, India as applicable.
In the event of any dispute or difference between You and Us (“Dispute”), then such Dispute shall first be resolved amicably through good faith negotiations by You and Us. In the event that a resolution of the Dispute is not achieved within 30 (thirty) days from the date such Dispute arises, as notified in writing by any party to the other party, then any of the parties to the Dispute, shall have the right to refer such Dispute to arbitration by issuing a written notice.
Any Dispute shall be referred to an arbitral tribunal consisting of (1) one arbitrator to be appointed jointly by the parties. If the parties fail to appoint an arbitrator within 30 (thirty) days of notification of the Dispute by any one party to the other parties, then the parties shall approach the courts of competent jurisdiction for appointment of the arbitrator as per the provisions of the Arbitration and Conciliation Act, 1996 (“Act”). Any award by the arbitral tribunal shall be binding on all the parties. A reference to the arbitration under this paragraph shall be deemed to be submission within the meaning of the Act and the rules framed thereunder for the time being in force, as modified from time to time. The parties further agree that the seat and venue of arbitration shall be Kolkata, West Bengal and the language to be used in the arbitration shall be English.
The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, any correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

L. GOVERNING LAW AND JURISDICTION

The Agreement shall be governed by and construed in accordance with the laws of India. Subject to Para L(2), any Dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Kolkata, West Bengal, India as applicable.
In the event of any dispute or difference between You and Us (“Dispute”), then such Dispute shall first be resolved amicably through good faith negotiations by You and Us. In the event that a resolution of the Dispute is not achieved within 30 (thirty) days from the date such Dispute arises, as notified in writing by any party to the other party, then any of the parties to the Dispute, shall have the right to refer such Dispute to arbitration by issuing a written notice.
Any Dispute shall be referred to an arbitral tribunal consisting of (1) one arbitrator to be appointed jointly by the parties. If the parties fail to appoint an arbitrator within 30 (thirty) days of notification of the Dispute by any one party to the other parties, then the parties shall approach the courts of competent jurisdiction for appointment of the arbitrator as per the provisions of the Arbitration and Conciliation Act, 1996 (“Act”). Any award by the arbitral tribunal shall be binding on all the parties. A reference to the arbitration under this paragraph shall be deemed to be submission within the meaning of the Act and the rules framed thereunder for the time being in force, as modified from time to time. The parties further agree that the seat and venue of arbitration shall be Kolkata, West Bengal and the language to be used in the arbitration shall be English.
The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, any correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

M. TERMINATION AND SUSPENSION

You may delete Your Account at any time. You can do it in the App settings or by contacting user support at contact@xfrate.com with the subject ‘Delete my Account’. In some cases, we will be unable to terminate Your Account or may retain certain information for legitimate purposes, such as to prevent fraud and ensure safety of our users, comply with legal obligations, or manage any unresolved claims or disputes.
We have the right to investigate any suspected breach of the terms of this Agreement. While We do so, We are allowed to suspend Your access to some or all the features of the Platforms, depending on the seriousness of the suspected breach.
We, subsequently, might determine to temporarily or permanently suspend or terminate Your Account, or impose limits on, or restrict Your access to features of the Platform if:
1. We determine, acting reasonably and objectively, that You are in material or repeated breach of this Agreement or other internal rules or regulations;
2. We have objective grounds to reasonably believe that You are about to seriously breach the terms under this Agreement;
3. We are legally required to do so under Applicable Laws;
4. It is reasonably required in response to dealing with a serious technical, safety or security issue.
If We have previously terminated Your Account for breach of this Agreement, You are not permitted to use Our Platform again by registering with a different number/email address. However, if You use Our Platform again (for example, by opening another account), We are entitled to suspend or terminate any such accounts, at Our sole discretion.
If You think we have made a mistake in suspending or terminating Your Account, You can appeal through contact@xfrate.com.

N. AMENDMENT TO THE TERMS

We reserve the right to amend, modify or delete any part or whole of the Terms from time to time. We may update these terms and service-specific additional terms (1) to reflect changes in our services or how we do business — for example, when we add new services, features, technologies, pricing, or benefits (or remove old ones), (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm. If we update or change these Terms or service-specific additional terms, we will provide you with periodical notice as per the Applicable Law. If you don’t agree to the new terms, you should immediately stop using the Platform and remove your Account from our Platform.

O. DIGITAL SIGNATURE

By accessing and utilizing the Platforms, You hereby acknowledge and agree that You may affix Your digital signature on various documents and agreements presented therein. The act of affixing such a digital signature shall serve as definitive proof of Your consent and acceptance of the terms, conditions, and stipulations contained within said documents on the Platforms. Furthermore, You understand and agree that any digital signature affixed in this manner shall be deemed valid, binding, and enforceable to the same extent as a handwritten signature, thereby carrying full legal effect under Applicable Law.
Xfrate shall not be responsible for verifying the authenticity or genuineness of any signatures affixed by the User.
By affixing Your digital signature, You also affirm that You possess the requisite authority to execute such documents electronically, and You shall assume all responsibility for safeguarding the confidentiality of Your digital signature and any related access credentials.

P. GRIEVANCE REDRESSAL

If you have any concerns or complaints regarding any aspect of the Platform or the Terms, You may write to Us at contact@xfrate.com with the subject “Order related Grievance”. Upon receipt of your complaint, the Grievance Officer will acknowledge the complaint within 24 (twenty-four) hours and will make best efforts to resolve the matter within 15 (fifteen) business days of receiving the complaint or as per timelines mentioned in the applicable laws.
In case you have any concerns or complaints regarding any procedural aspect of placing a shipment order, You may write to Us at customer.support@xfrate.com with the subject “Order related Grievance”. Upon receipt of your complaint, the Grievance Officer will acknowledge the complaint within 24 (twenty-four) hours and will make best efforts to resolve the matter within 15 (fifteen) business days of receiving the complaint or as per timelines mentioned in the applicable laws.
In accordance with the Information Technology Act 2000 and rules made thereunder, contact details of the Grievance Officer are provided below:
Name: Mr. Sudipta Biswas
Email: contact@xfrate.com

Q. MISCELLANEOUS

These Terms describe the relationship between You and Us and does not create any partnership or agency between You and Us. These Terms don’t create any legal rights for other people or organizations, even if others benefit from that relationship under these Terms.
All communications and notices made or given pursuant to these Terms must be in the English language. If we provide a translation of the English language version of these Terms, the English language version of the Terms will prevail if there is any conflict.
If any provision or part of a provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, such term, condition or provision will to that extent be severed from the remaining Terms which will continue to be valid to the fullest extent permitted by law.
Any disparaging remarks, negative comments, or defamatory statements made about the Platform, its Services, or its representatives—whether published on social media, review sites, or any other public forum—constitute a breach of these Terms. In such instances, the representative of the Platform reserves the right to pursue legal action for defamation against the individual or entity responsible for such statements as per Applicable Law. The User understands that this right to legal recourse is essential to protecting the integrity and reputation of the Platforms, and said User agrees to indemnify the Platform against any claims, damages, or expenses arising from their negative statements or actions.
Any failure to enforce any provision of these Terms by Us will not constitute a present or future waiver of such provision nor limit Our right to enforce such provision at a later time.
We welcome Your feedback regarding our Terms and any comments on the Services We provide to You. You may send Us Your comments and responses at contact@xfrate.com with the subject line being ‘Improvement suggestions for your Platforms.’
Under Applicable Law, you have certain rights that cannot be limited by a contract like these Terms. These terms are in no way intended to restrict those rights.
You may be subject to supplemental terms of service depending on your use of the Platform. If these Terms conflict with the service-specific supplemental terms, the supplemental terms will govern for that Service.
This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.