TERMS AND CONDITIONS OF SALE

Date: July 2019

NOTICE: These Terms and Conditions of Sale ("TOS") govern and apply to all online transactions of purchase and sale of Products on: https://www.autodesk.in ("Website").

If the visitor to the Website is a minor i.e. under the age of 18 years, he/she shall not transact on the Website. As a minor, if a User wishes to use or transact on the Website, such use or transaction may be made only by their parents/ legal guardian. All monetary transactions shall be made by the parents/ legal guardians themselves. The parents/ legal guardians shall be financially responsible for access and use of the Website and for any liability arising as a result of transacting on the Website. We reserve the right to terminate User account in the event of breach of any of the TOS as are set out herein.

These TOS are to be read and understood in conjunction with the Privacy Policy and other User Terms and Conditions as may be updated and made available on the Website from time to time.

This document is an electronic record in terms of the Information Technology Act, 2000 and Rules there under, as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000 from time to time. This electronic record is generated by a computer system and does not require any physical or digital signature.

By visiting the Website you irrevocably and unconditionally accept and consent to these TOS and these TOS will become a legally binding contract between You i.e. any Person who has visited or transacted through the Website. IF YOU DO NOT AGREE WITH THESE TOS, PLEASE DISCONTINUE BROWSING THIS WEBSITE.

1.
DEFINITION

"Business Days" shall mean all days excluding Sundays and days declared as a public holiday in India.

"EMSPL" shall mean EFulfilment Market Services Private Limited;

"Law" shall mean any statute, law, acts of the state legislature or parliament, regulation, ordinance, rule, judgment, order, decree, by-laws, clearances, directives, guidelines, policy requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law in India of any of the foregoing, by any government authority having jurisdiction over the matter in question, whether in effect as of the Effective Date or thereafter, and includes any laws, notification, circulars, ordinances, byelaws, rules whatsoever;

"Order" shall mean any order placed by User on the Website for purchase of any Product;

"Policies" shall mean and include the Privacy Policy; displayed on the Website

"Product(s)" shall mean any tangible/intangible product that is displayed for sale on the Website;

"Territory" shall mean the territorial limits of the Republic of India;

"User" shall mean any person visiting the Website, whether or not such person has placed an Order and whether or not such person’s Order has been processed.

"Website" shall mean https://www.autodesk.in.


2.
SALE AND PURCHASE OF PRODUCTS

2.1
The Website is independently operated by EMSPL, an India-based company incorporated under the Indian Companies Act of 2013. The Products on this Website belong to our partners/suppliers/resellers and are being used and sold on this Website under a specific agreement whereby we are authorized to resell the Products. These TOS issued by EMSPL may be referred to by its full name or as ‘EMSPL’ or ‘We’ or ‘Us’.’ By placing an Order on this Website, you are entering into a purchase/sale transaction solely with EMSPL. However, the terms of use of the Products shall be governed by the End User License Agreement. This applies to all cases where the payment is made to EMSPL by any of the modes offered including credit card, bank card, debit card, bank transfer etc.
2.2
These TOS set forth the terms and conditions for User’s purchase of Products through the Website, solely for use in the Territory and solely for User’s internal business use or personal use. The User shall not use the Products for onward sale or distribution, or make available for use by, or otherwise transfer title to any Product to any third party.
2.3
Membership: We may from time to time, require you to open an account and register with the Website in order for you to be able to purchase the Products. The account will enable you to browse your past purchases, products visited, and entitle you to specific offer.
3.
ORDERS AND ACCEPTANCE

3.1
An Order submitted by you on the Website shall constitute an offer by you to EMSPL to purchase or subscribe to the Products through the Website in terms of these TOS.
3.2
Any Products made available or displayed on the Website are subject to change and availability and do not constitute an offer of sale by us and such display may be withdrawn or revised at any time prior to our acceptance of your Order.
3.3
Your Order will be deemed to be accepted when we process your Order after having accepted the payment (“Acceptance”). Subsequently, the Products will be dispatched to you. In case of physical Products, the same will be delivered. However, if the Products are digital products, then a download link and /or key will be made available to you Subsequent to such Acceptance, an automatic e-mail acknowledgement of your Order will be generated.
We are at liberty to process and accept or reject your Order without assigning any reason, at any point of time. In case your Order is rejected for any reason after completion of payment by you, your entire payment shall be refunded within 15 - 20 Business Days of cancellation of the Order.
3.4
The User is recommended to install and activate the Products immediately upon receipt of the download link and key in case of digital Products, and physical device in case of physical Products.
3.5
We recommend that you retain a copy of these TOS and your Order for future reference and records.
4.
RECEIVING WARRANTY AND SERVICE SUPPORT

4.1
All Product illustrations, drawings, particulars, dimensions, performance data and other information made available on the Website are intended to represent no more than a general illustration of the Products and do not constitute a warranty or representation by us that the Products will conform with the same. You must refer to the manufacturer's specifications or warranty documentation to determine your rights and remedies in this regard.
4.2
You will have the benefit of the manufacturer's, licensor's or supplier's warranty with the Products supplied and should refer to the relevant documentation supplied with the Products in this regard.
4.3
Your rights of repair or replacement of any Products or any part or parts thereof which are found to be defective as provided for in clause 7 below, will (except where agreed otherwise) be negated or rendered void where:

4.3.1
Products have been repaired or altered by persons other than the manufacturer, or any authorised dealer; and/or
4.3.2
defective Products have not been returned together with full details in writing of the alleged defects within 30 (thirty) days from the date on which such Products were delivered; and/or
4.3.3
defects are due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any manufacturers' instructions

4.4
To the extent permitted by applicable Law and as provided for in clause 7 below, we expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose and any non-infringement of intellectual property rights.
4.5
To the extent permitted by applicable Law, we make no warranties that:

4.5.1
The Products and/or Website will meet your requirements;
4.5.2
Products and/or Website will be uninterrupted, timely, secure, or error-free;
4.5.3
The results that may be obtained from the purchase of the Products and/or use of the Website will be accurate, or reliable;
4.5.4
The quality of any Products purchased and/or information obtained by you through the Products and/or Website will meet your expectations; or
4.5.5
We do not warrant third party Products.

4.6
Limitation of Liability: To the maximum extent permitted by applicable Law and regardless of whether any remedy set forth herein fails of its essential purpose, in no event will we be liable to you for (a) any lost profits or lost data arising out of the provision of the Products and/or Website, (b) any loss of use or lack of availability of computing devices, failed messages or transmission errors arising from the use of or similar loss or damage(s). In no case shall our liability exceed the amount you paid for the applicable Product.
4.7
Proprietary Rights. Ownership of all proprietary rights in the Products belong to the manufacturer/brand owner of relevant Product. Ownership of all proprietary rights in the Website belong to EMSPL/technology service providers. You will not remove, deface or obscure any of manufacturer/licensor/supplier’s copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Product.
5.
SOFTWARE LICENSE

5.1
5.1 Each Product referred to on the Website is licensed by manufacturer/supplier/licensor to you and subject to the relevant End User License Agreement, as well as other license terms regarding third party software that may be included. Your use of the Product is explained and governed by such End User License Agreement. The terms of End User License Agreement shall be deemed to have been read and irrevocably and unconditionally agreed to by You, before use of any Product which will be displayed on the Website.
6.
PRICE, PAYMENT TERMS AND INVOICING

6.1
Price payable for Products displayed on the Website are those, in effect, at the time of dispatch or delivery, unless otherwise expressly agreed.
6.2
We have the right at any time prior to our acceptance of your Order to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labour or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any mistakes in descriptions of the Products or errors in pricing prior to dispatch of the Products. In such event if you choose to continue with fulfilment of the Order, you acknowledge that the Product will be provided in accordance with such revised description or revised price.
6.3
India is the Territory where we process the delivery of the Products purchased via the Website. Unless otherwise specified, prices quoted on the Website are:

6.3.1
Exclusive of the costs of shipping or handling to the place of delivery within the Territory, if applicable; and

6.3.2
Inclusive of GST and/or any other applicable taxes which (where applicable) must be added to the price payable.

6.4
Customers opting for business purchases, shall be eligible to claim Input Tax Credit under GST only if both the following conditions are met:

6.4.1
6.4.1 the correct option of business purchase is selected

6.4.2
6.4.2 complete billing details submitted online match with their GST certificate


In the event of any mismatch, the Company shall not be responsible for processing or treating customer order/invoice as business purchase but shall treat the same as personal purchase. The Company shall not be liable to the customer for refunding the input tax credit on the said order.
6.5
You agree to pay for taxes (which are already be included in the product price), shipping or carriage of Products at such costs as are specified by us on the Website when you place your Order. All the components of the cost / price of the Products shall be captured in the invoice which will be sent to You.
6.6
Payment shall be made prior to delivery and by such methods as are indicated on the Website and chosen by You (and not by any other means unless we have given our prior agreement).
6.7
Except as expressly provided elsewhere in these TOS, payment may be taken in full notwithstanding any claim for short delivery or defects.
6.8
You warrant that you have the necessary rights to use your payment card and that you are fully authorised to use it to pay for the Order. You also warrant that any card used for payment gives access to sufficient funds corresponding to the amount of the Order.
6.9
We reserve the right to verify credit , debit card or any other mode of payments prior to Acceptance.
6.10
We reserve the right to use third parties to assist with certain operations, which may include the use and secured transfer of your personal and/or payment information, as per the provisions set forth in the Privacy Policy. By agreeing to these TOS, you are also deemed to unconditionally agree to the Privacy Policy. In case we change our third-party service provider, we reserve the right to inform you of the same change.
6.11
You shall receive an invoice to your email address or postal address within 5 Business Days of completion of payment and processing of your Order. Any additional terms that may be stated in your invoice shall also apply to you and shall be read in conjunction with these TOS.
6.12
Any extension of credit allowed to you may be changed or withdrawn at any time. You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts.
7.
REFUNDS AND RETURNS

7.1
Except as set out herein or under the Returns Policy below in Clause 7.2 and subject to any rights you have under applicable Law that cannot be excluded or limited by these TOS:

7.1.1
we shall not be liable, and you shall not be entitled to reject Products, except for:

a.
damage to or loss of Products or any part thereof in transit (whether through digital download or physical delivery) (where the Products are carried by our own transport or by a carrier on our behalf) and where it has been notified to us within 30 (thirty) Business Days in case of damage of receipt of the Products;

b.
defects in Products (not being defects caused by any act, neglect or default on your part) notified in writing to us within 30 days of receipt of the Products.

c.
defective performance of Products (not being defects caused by any act, neglect or default on your part) where it has been notified in writing to us within 30 (thirty) days of such defect becoming apparent.

7.1.2
we shall not be liable for any damage or losses arising from defective installation of the Products; from the use of the Products in connection with other defective, unsuitable or defectively installed equipment; Your negligence; improper use or use in any manner inconsistent with the manufacturer's specifications or instructions.


7.1.3
where these is a shortage or failure to deliver, or any defect in or damage to a Product, we may at our option:

a.
(in the case of Product shortage or non-delivery) make good any such shortage or non-delivery and/or

b.
in the case of failure to perform or defective performance of a Product, make good such failure or defective performance; and/or

c.
in the case of damage or any defect(s) in the Product:

i.
Replace or repair the Product upon you returning the Product; or;

ii.
Refund the price paid in respect of any Products found to be damaged or defective.

7.2
Returns Policy:

7.2.1
Physical Products Order
Once an Order containing physical products has been placed and the funds have been received by us, the Order is considered accepted and the following policy and charges will apply to order cancellations per the relevant status below:

a.
Order Not Yet Shipped
In cases where the Order has not yet been shipped from the warehouse and a cancellation request is generated, the Order will be cancelled, and a refund will be initiated within 72 hours of receiving the request in writing from the customer who has placed the Order.

b.
Order Shipped
In cases where the Order has already been shipped from the warehouse and a cancellation request is generated, the Order will be cancelled, and the refund will be initiated with 72 hours of receiving the Product back from the customer or from the courier company as RTO (Return to Origin). If the Order is already delivered, you must ensure that the packaging is not opened and remains sealed. The Product will need to be sent back to EMSPL in good condition and be unused. The above will not apply to products downloaded electronically.

Once the transfer is initiated, you will be given a bank reference ID to track the refund process. The funds transfer is done through a third-party gateway and could take between 7-10 Business Days to reflect in your account.

c.
Out-of-Stock Orders
It is our endeavour to ensure that Products displayed on the Website are available at all times. However, in cases where the Products are not available and not likely to be available for a reasonable period of time, you will be paid the full refund amount. No charges will be levied. Refunds will be processed within 72 hours, refunded to the cardholder and credited through the same payment instrument.

Once the refund is initiated, you will be given a bank reference ID to track the refund process. The funds transfer is done through a third-party gateway and may take between 7-10 Business Days to reflect in your account.

7.2.2
Digital Product Orders

Fulfilment of digital Orders will be done through the transaction confirmation, which will include a download link and license key which should be used to activate the Product.
Once downloaded, the transaction is complete, and refund of the transaction will be done only at the discretion of the manufacturer/licensor/supplier.
EMSPL is an online reseller and may not have the right to reverse transactions and make refunds once the Product has been purchased and the software key and/or download link is provided to the User.

7.2.3
Shipping, handling, and any applicable tax are not refundable (except in cases of Clause 7.1.1 and 7.1.3).

7.2.4
If you return your Product and/or receive a refund, you agree to uninstall and delete all copies of the Product/ software from your device(s). Also, the license may, in the manufactures/supplier’s sole discretion, be disabled to prevent further use.


8.
DELIVERY AND RISK OF LOSS AND DAMAGE

8.1
Delivery timescales/dates specified on the Website, in any Order acknowledgement, acceptance or elsewhere are estimates only and it shall be our endeavour to meet such timescales or dates, however. we shall not be liable to you in respect of delays or failure to deliver the Products.

8.2
Delivery shall be to a valid email address/postal address, submitted by you during the placement of an Order, within the Territory and subject to our Acceptance ("Delivery Address"). We recommend that you check the Delivery Address on any acknowledgement or Acceptance we provide and notify us about any errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an Order.

8.3
If you refuse or fail to take delivery of Products provided in accordance with these TOS, any risk of loss or damage to the Products shall nonetheless pass and without prejudice to any other rights or remedies we have: -

8.3.1
We shall be entitled to effect delivery by whatever means we consider appropriate or to store Products at your risk;
8.3.2
You shall be liable to pay on demand all costs of Products storage and any additional costs incurred as a result of such refusal or failure to take delivery;
8.3.3
We shall be entitled to, 30 (thirty) days after the agreed date for delivery, dispose of Products in such manner as we determine and may set off any proceeds of sale against any sums due from you including the cost incurred for logistics and any other costs related to such disposal.
8.3.4
Where we deliver Products by instalments, each instalment constitutes a separate contract and any defect in any one or more instalments shall not entitle you to repudiate the contract as a whole nor to cancel any subsequent instalment.
8.3.5
Save as otherwise provided in these TOS, risk of loss of or damage to the Products passes to You on delivery or when placed in Your possession or that of any carrier or transport provided by You, whichever shall occur first.
9.
REPRESENTATONS

9.1
You represent that you are at least eighteen (18) years old and have legal capacity to enter into a contract and use this Website in accordance with the TOS.

9.2
You represent that information provided by you when placing your Order is up-to-date materially accurate and is sufficient for us to fulfil your Order. Failure to update your contact information may mean that we cannot reach you for any important notifications. Such information and any passwords for the purposes of accessing this Website should be kept secure against any unauthorized access.
9.3
You are responsible for maintaining and promptly updating your personal information with us for accuracy and completeness and keeping such information (and any passwords given to you for the purposes of accessing the Website and/or purchasing Products) secure against unauthorised access.
9.4
Unless agreed otherwise or required by applicable Law, any warranties provided in relation to Products, only extend to you on the understanding that you are a User and not a reseller of those Products.
9.5
No warranty, commitment or any other obligation should ever be assumed by you on our behalf or on behalf of the Product manufacturer, licensor or supplier without our express prior written consent.
10.
TERMINATION

10.1
We may without assigning any reason or in case of your insolvency/ bankruptcy or any criminal action filed against you or breach by you of any of these TOS, without prejudice to any of our other rights: -

10.1.1
stop any Products in transit which are not fully paid for; and/or

10.1.2
suspend further Product deliveries in case any payments are due; and/or

10.1.3
by written notice terminate Your Order and all or any other contracts between us and refund the sums paid by You against such Orders after deducting any sums payable, if any.

11.
UNAUTHORISED PRODUCTS

11.1
You may not alter, unbundle, or break any Product down to components for distribution, transfer, resale or any other purposes. You are strictly prohibited from separating a license key from any Product and transferring to a third party for any purposes.

11.2
If, in our reasonable judgment, the original acquisition of the Product occurred using a fraudulently obtained payment methods, or any other unauthorized means, we have no obligation to allow continued use of the Product and/or provide support services.

11.3
We reserve the right to reject Orders, transactions, and/or deactivate Products which have been obtained through or for unauthorized means or is otherwise in violation of the relevant End User License Agreement. Similarly, we shall not be responsible if the Product owner/ supplier/ licensor deactivates the Products in terms of the End User License Agreement. Any remedy to you in this case will be solely with the owner/ supplier/ licensor.

11.4
The Products are valid for use within India. They are not intended for use in other territories, and the ability to use, install, and/or activate the Products may be limited by your location.

12.
THIRD PARTY RIGHTS

12.1
You shall indemnify us against any and all liabilities, claims and costs incurred by or made against us as a direct or indirect result of us rendering services and providing facilities or carrying out any work on or to the Products where this has been done to your (or your representative's) specific requirements or specifications causing an infringement or alleged infringement of any proprietary rights of any third party.

12.2
To the fullest extent permitted by Law and save where expressly set out in any End User License Agreement or elsewhere, we shall have no liability to you in the event of the Products infringing or being alleged to infringe the proprietary rights of any third party. In the event that the Products are or may be the subject of patent, copyright, database right, registered design, trade mark or other rights of any third party, you should refer to the relevant terms of the Products manufacturer and/or licensor/owner. We shall be obliged to transfer to you only such right or title as we have.

13.
CONSENTS

13.1
If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Products by you, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Failure to do so shall not entitle you to any refund of the price paid for the Product. Any additional expenses or charges incurred by us resulting from such failure shall be met by you.
13.2
Products licensed or sold to you under these TOS may be subject to import/export control laws and regulations in the Territory. You shall be responsible for complying with those Laws and will not do anything to breach them.
14.
NOTICES

14.1
You hereby agree, permit and consent with us that uploading of details and documents if any, on the Website or providing the same through internet / email to the email address provided by you at the time of placing an Order or opening an account or subsequently modified by way of a written communication. For the sake of clarity all of the above documents are referred to as ‘Digital Documents’. You acknowledge that once Digital Documents are uploaded on the Website/mailed at your email address made available to us, it shall be deemed to have been received by you and hence there will be no further requirement on our part to send the same physically in the paper-based format to you. You hereby acknowledge that you have read and understood the following points governing issuance of the Digital Document by us:

14.1.1
For the purpose of the above, the email address used would be the same as provided by you to us. Any change in your email address shall be immediately intimated to us.

14.1.2
You shall access the Digital Documents electronically. You understand that it is the User’s responsibility to review all such Digital Documents. All information contained therein shall be binding on you if you proceed to visit the Website.

14.1.3
You agree that we shall not be responsible for non-receipt of Digital Document(s) sent via electronic delivery due to change in/incorrect email address provided by you for the purpose or for any other reason which inter alia include insufficient space in your inbox, technical reasons or malfunction of your computer system(s) server/internet connection etc. It shall be your responsibility to intimate us of any change in your address and contact information.

14.1.4
We shall not be liable or responsible for any document or statement received by you from frauds or impostors or any consequences thereof.

14.1.5
You acknowledge and accept that the internet is not a fully secured or a protected medium of communication and provision of services due to the public nature of the communication and that the accuracy, reliability and soundness of such means of communication and provision of services depends upon, amongst others, the service providers and the telephone, modem, cables, systems, facilities and the like used and operated from time to time by such providers and other participants. You acknowledge and further accept that, as a result of such restraints or limitations, there are risks associated in using such means of communication including the congestion, breakdown, interruption or failure of transmission of the internet service or any communication equipment or facilities, errors, omissions or delays in the transmission and receipt of data and information. There are also other risks involved such as in the unauthorised access, tampering, modification or alteration of the service and/or the system, components and software used or comprised in the service which may result in the use, manipulation, retrieval or the theft or loss of data and information, including your personal data. You agree that we shall not be liable / responsible for the aforesaid matters and resultant losses under any circumstances.

14.2
Any notice, or communication to us may be given by way of email or mail to the following email address or mail address:

Kind Attn.: Admin

EFulfilment Market Services Private Limited, 5th floor, Paville House, Twin Towers Lane, Off Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai 400025.

Email Address: admin@efmspl.com

15.
GENERAL MATTERS

15.1
Governing Law, Jurisdiction and Arbitration: The construction validity and performance of these TOS shall be governed by laws of India and any and all claims and disputes arising out of or in connection with these TOS or its performance shall be settled by arbitration by a single arbitrator appointed by mutual consent of both Parties. The seat of arbitration shall be in Mumbai. Subject to the arbitration provisions herein, any legal action, suit or proceeding arising out of or relating to or pursuant to these TOS shall be brought in the courts of Mumbai. The language of any dispute resolution procedure or any proceedings will be English.

15.2
Force Majeure: We shall not be liable to you nor held in breach of contract for any loss or damage which may be suffered by you as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of god, war, riot, civil commotion, government action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labour disturbance, internet interruptions, bugs, virus, server breakdown or other interruptions on the worldwide web or internet and which is beyond our control and not attributable to us, and in such event we may elect to cancel Your order and refund any payments made.

15.3
Privacy: The terms of Privacy Policy shall be deemed to have been read and irrevocably and unconditionally agreed to by You, which shall govern your visit use access and transaction on the Website and related information.

15.4
Entire Understanding: These TOS are to be read and understood in conjunction with the Privacy Policy that may be displayed on the Website from time to time and represents the entire agreement in respect of your visit, use, access and transaction made through the Website. Any provision of these TOS which are prohibited or unenforceable shall, be ineffective to the extent of prohibition or enforceability but that shall not invalidate the remaining provisions of this TOS.

15.5
Waiver: If any provision of these TOS or the Policies are held to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of such TOS or relevant Policies, as the case may be, shall continue in full force and effect as if the contract between the Parties had been entered into without the invalid, illegal or unenforceable provisions.

15.6
Severability: The waiver by either party of a breach of a default by the other Party of any provision relating to these TOS or any Policies shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power, or privilege that it has, or may have thereunder, operate as a waiver of any right, power, or privilege by such Party.
15.7
Amendment and Modification: EMSPL may amend the TOS at its own discretion and upload the same on the Website and such amended TOS will thereupon apply to any transactions undertaken thereafter by User on the Website.
15.8
Disclaimer of Agency: These TOS shall not be deemed to constitute EMSPL or the Website as the agent of the manufacturer of the Products sold through the Website. EMSPL is an authorized reseller permitted to sell the Products in the Indian Territory. Further, nothing contained in these TOS or Policies and no action taken by the parties hereunder shall be deemed to constitute a relationship of agency or of partnership between You and EMSPL.

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