Terms and Conditions

1 Application and Acceptance of Terms

1.1 Organizational Clarity

It is expressly clarified that:

• Totely India Pvt Ltd is the business entity and legal operator providing these services. Registered Office: Desk 115, Level 3, NSL Centrum, Kukatpally, Hyderabad – 500072, Telangana, India.
• Retail Ordering is the product/platform offered by Totely India Pvt Ltd for managing digital retail operations.
• Trelliso is the dashboard interface through which Retailers access and manage the Retail Ordering platform.
• This Agreement applies to all users of the Retail Ordering platform via the Trelliso dashboard at retailordering.com.

1.2 Acceptance Method

Your use of the Retail Ordering platform via the Trelliso dashboard constitutes unconditional acceptance of this Agreement. This includes:

• Creating a Retailer account
• Uploading digital catalogues
• Managing orders through the Trelliso dashboard
• Processing payments
• Accepting OTP verification
• Clicking "Accept" or "I Agree" buttons

1.3 Commercial Terms – Separate Agreement

Pricing, payment terms, performance-based tiers, security deposits, and other commercial obligations are governed by a separate Retailer Agreement, which is incorporated by reference into this Agreement.

2 Definition of Services

The Retail Ordering platform (also referred to as "Trelliso") is a cloud-based Software-as-a-Service (SaaS) solution designed to digitize and manage retail operations.

2.1 Core Platform Features

The Retail Ordering platform provides:

• Digital Storefront and Smart Cataloguing: Tools to create, manage, and optimize product catalogues.
• Order Management Dashboard: Centralized real-time interface for order management (Accept → Pack → Dispatch).
• Third-Party Payment Gateway Integration: Secure payment processing via Razorpay.
• Order Analytics and Reconciliation: Automated order-level tracking and financial oversight.
• AI Features: AI-powered recommendations and operational insights (informational only).
• Platform Communications: Order notifications via SMS/email.

3 User Eligibility and Account Security

3.1 Eligibility Requirements

Use of the platform is restricted to:

• Persons at least 18 years of age.
• Entities capable of forming legally binding contracts under the Indian Contract Act, 1872.
• Retailers with valid business registration and current GST number (for GST-registered entities).
• Entities not prohibited from engaging in commerce under applicable Indian law.
• Entities that have accepted both this Agreement and the Retailer Agreement.

3.2 Account Security Responsibilities

The Retailer is solely responsible for:

• Maintaining the confidentiality of account credentials (username, password, OTP).
• All activities conducted under their account.
• Notifying Totely immediately of any unauthorized access or suspected breach.
• Compliance with all terms in this Agreement and the Retailer Agreement.

4 Payment Gateway and Third-Party Services

4.1 Third-Party Payment Processing

Retail Ordering utilizes Razorpay (or such third-party payment gateway as designated by Totely) for all financial transaction processing. By using the platform, you are bound by Razorpay's separate terms of service and privacy policies.

4.2 Totely's Disclaimer Regarding Payment Processing

Totely SHALL NOT BE LIABLE for:

• Payment gateway failures or technical issues.
• Settlement delays or payment processing errors.
• Chargebacks, payment disputes, or refund complications.
• Failed transactions or payment authentication failures.
• Any liability arising from the payment gateway provider's actions.

5 Catalogue Data and Content Liability

5.1 Retailer Responsibility for Content

You are solely responsible for all product data, images, descriptions, pricing, specifications, and other content uploaded to the Retail Ordering platform via the Trelliso dashboard.

5.2 Warranties You Provide

By uploading content, you warrant that:

• All content is lawfully owned by you or properly licensed for use.
• All product images and descriptions do not infringe third-party intellectual property rights.
• All listed products are legal to sell under applicable Indian laws.
• All products meet applicable regulatory standards and requirements.
• All pricing and specifications are accurate and not misleading.
• You have all necessary rights, permissions, and licences to list and sell the products.

5.3 Totely's Disclaimer

Totely provides the cataloguing platform on an "AS IS" basis and expressly:

• Does NOT warrant the accuracy, legality, or completeness of Retailer-provided content.
• Does NOT verify product authenticity, quality, or regulatory compliance.
• Is NOT liable for legal claims or customer complaints arising from your uploaded content.
• Does NOT endorse any products listed on the platform.

6 Order Management and Fulfillment

6.1 Retailer Responsibility for Fulfillment

Totely bears NO responsibility for order fulfillment or delivery. You bear full and sole responsibility for:

• Timely and safe delivery of products.
• Delivery partner coordination and management.
• Product packaging, labeling, and safe handling.
• Delivery delays, loss, damage, or customer complaints.
• Last-mile logistics and customer communication.
• Resolving all delivery-related disputes with customers.

6.2 Order Status Dashboard

The Trelliso dashboard provides an order management interface with statuses: Accept → Pack → Dispatch. These statuses are for your internal operational tracking and do not constitute Totely involvement in fulfillment.

6.3 Order Irrevocability (Fresh/Perishable Products)

Orders for fresh, perishable, or time-sensitive products cannot be cancelled once the "Accept" status is triggered on the Trelliso dashboard. This protects both the Retailer and the customer.

7 Retailer Code of Conduct

7.1 Prohibited Conduct

You shall NOT engage in:

• Fraudulent Activities: Creating fake orders, manipulating transaction data, or deceiving customers.
• Review Manipulation: Posting fake customer reviews, ratings, or testimonials.
• Data Tampering: Altering, deleting, or misrepresenting sales or order data.
• Misleading Product Listings: False descriptions, unauthorized images, or counterfeit products.
• API Abuse: Unauthorized API access, data scraping, or reverse engineering.
• Disintermediation: Soliciting customers away from the platform.
• Intellectual Property Infringement: Uploading copyrighted, trademarked, or third-party content.
• Account Abuse: Sharing credentials, creating duplicate accounts, or reselling access.

7.2 Regulatory Compliance Warranties

You represent and warrant that:

• All products comply with applicable Indian law and regulations.
• All required business licences and registrations have been obtained and are current.
• GST, income tax, and other statutory obligations are fulfilled.
• All products are genuine, authentic, and not counterfeit.
• All consumer protection laws and packaging requirements are met.
• You hold all necessary rights to sell the products.
• You are not prohibited from engaging in commerce.

8 Intellectual Property Rights

8.1 Totely's Intellectual Property

All intellectual property rights in the Retail Ordering platform and Trelliso dashboard, including software, algorithms, code, designs, logos, trademarks, and trade secrets, are the exclusive property of Totely India Pvt Ltd. These are protected under applicable Indian and international intellectual property laws.

8.2 Limited Licence to Retailers

Totely grants you a limited, non-exclusive, non-transferable, revocable licence to:

• Access and use the Retail Ordering platform via the Trelliso dashboard for your business operations.
• Upload and manage your product catalogues.
• Process orders through the dashboard.
• Generate operational reports and analytics.

This licence does NOT permit:

• Reproduction, modification, or adaptation of the platform.
• Data mining, scraping, or bulk extraction.
• Commercial exploitation or resale.
• Reverse engineering or decompilation.
• Creating derivative works.
• Removing or altering proprietary notices.

9 Artificial Intelligence Disclaimer

The Retail Ordering platform may provide AI-generated recommendations, forecasts, and operational insights.

10 Warranty Disclaimers and Limitation of Liability

10.1 "AS IS" and "AS AVAILABLE" Disclaimer

THE RETAIL ORDERING PLATFORM AND ALL INFORMATION, CONTENT, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Totely makes NO representations or warranties of any kind regarding:

• The operation, availability, or uninterrupted access to the platform.
• The accuracy, completeness, or legality of Retailer-provided content.
• The suitability, merchantability, or fitness for purpose of products listed.
• Error-free operation or absence of viruses/malicious code.
• The reliability of third-party services (payment gateway, SMS providers, etc.).
• Business results or revenue generated through the platform.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW: Totely's total aggregate liability under this Agreement shall NOT exceed the amount you paid for services in the three months preceding the claim, or INR 100 (whichever is greater).

Totely SHALL NOT BE LIABLE for:

• Indirect, incidental, special, or consequential damages.
• Lost profits, lost revenue, or lost business opportunity.
• Lost data, data corruption, or business interruption.
• Punitive, exemplary, or treble damages.
• Claims arising from Retailer-provided content or third-party actions.
• Claims arising from delivery, fulfillment, or customer issues.

11 Suspension, Termination, and Force Majeure

11.1 Account Suspension Grounds

Totely reserves the right to immediately suspend or disable your account WITHOUT prior notice if:

• Payment obligations remain unpaid for more than 7 days.
• Fraudulent, deceptive, or suspicious activity is detected.
• This Agreement or Retailer Agreement is breached.
• You violate applicable Indian law or regulations.
• Prohibited conduct (Section 7) is identified.
• Totely reasonably believes continued access may compromise security.
• Your account is used to infringe third-party rights.
• You engage in activities harmful to other users.

11.2 Effect of Suspension

Upon account suspension:

• Your access to the platform is immediately terminated.
• You remain liable for all outstanding dues and fees.
• Totely may recover dues from your Security Deposit (per Retailer Agreement).
• Your account may be permanently deleted after 90 days of suspension.
• You may appeal suspension within 15 days to: grievances@retailordering.com.

12 Dispute Resolution and Governing Law

12.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of India, specifically applicable in Telangana.

12.2 Dispute Resolution Process

• Step 1 – Internal Resolution (15 Days): Contact the Grievance Officer (grievances@retailordering.com) to attempt informal resolution.
• Step 2 – Arbitration: If unresolved, disputes may be referred to arbitration under the Arbitration and Conciliation Act, 1996.
• Step 3 – Judicial Review: You may also pursue remedies through Indian courts.

Limitation Period: All legal claims must be filed within one (1) year from the date the cause of action arose.

13 Modifications to Terms

Totely reserves the right to modify this Agreement at any time. Material changes will be communicated via platform notifications and email at least 30 days in advance. Your continued use of the Retail Ordering platform after notification constitutes binding acceptance of the modified terms.

14 General Provisions

14.1 Entire Agreement

This Terms and Conditions, together with the Privacy Policy and the Retailer Agreement, constitutes the entire agreement between you and Totely India Pvt Ltd.

14.2 Severability

If any provision is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

14.3 Electronic Records

This Agreement is an electronic record under the Information Technology Act, 2000 and does not require physical signature. Electronic acceptance (account creation, OTP verification, login, advance payment) and system-generated audit logs constitute valid and admissible evidence of acceptance and performance in any legal proceeding.

15 Grievance Officer and Contact Information

15.1 Customer Support

For general queries or support requests:

• Email: legal@retailordering.com
• Platform Help Center: Available within the Trelliso dashboard
• Response Time: We aim to respond within 24-48 business hours

15.2 Grievance Officer

15.3 Formal Grievance Process

Submit formal grievances to grievances@retailordering.com with:

• Your full name and contact information
• Your Retailer account ID or registered email
• Detailed description of the issue
• Specific data affected and timeline
• Desired resolution
• Supporting documentation if applicable

Response Timeline: Acknowledge within 3 business days; Investigate and respond within 30 days (60 days for complex issues).