Terms & Conditions

Conditions of Use of CII Business Connect

CII Business Connect is a ‘Business to Business’ platform created by Confederation of Indian Industry (hereinafter “CII”) and aims to connect manufacturers, suppliers and buyers (hereinafter collectively referred to as “users” and singularly as “user”) of essential items during the outbreak of COVID-19 in India. For ease of reference, Covid 19 – CII Demand and Supply Connect’ and ‘Forum’ has been used interchangeably in this conditions of use.

For the purpose of use of this Forum, the term ‘user’ shall mean and include manufacturers, suppliers, buyers and any visitor, whether individual or a legal entity, who accesses any content or information provided on the Forum. At certain places, the term ‘user’ and ‘you’ have been used interchangeably.

User understands and acknowledges that by providing information to the Forum for purposes of registration and agreeing to this ‘conditions of use’, user agrees to be bound by the terms and conditions as are mentioned hereinbelow:

E-Platform for B2B Communication for essential items

User understands and acknowledges that the Forum is an online platform and enables different users to communicate with each other for sale and purchase of essential items during the outbreak of COVID-19 in India. CII is only a facilitator and providing the Forum to registered users as a pro-bono initiative to ease the hardships caused to the general public due to the COVID 19 pandemic. CII is not a contracting party to any business relationships created between different users and shall not, in any manner, control any business relationships between different users. User is required to exercise business prudence before entering and executing any business contract with any other user or a third party, if recommended by a user. The contract of sale of products on the Forum shall be a strictly bipartite contract between the user and the other users on the Forum.

Representations by User

• User represents that it is duly organized and validly existing under the laws of India and has been in continuous existence since incorporation (as applicable) and has full legal right, power and authority to execute legal binding documents and carry out the business and/or professional activities.
• User represents and warrants that it has the requisite expertise, approvals, permits, licenses under the laws of India and is competent to undertake and carry out the business and/or professional activities in this Forum.
• User understands that if at any time, it comes to knowledge of CII that the information rendered or representation made by User was not true/correct and such information/representation(s) has a material effect on rights, obligations and interests of CII, CII may at its discretion disqualify User and terminate this Agreement with immediate effect.
• User represents and acknowledges that its income, cash in-flows, contributions, donations etc. are from legitimate sources only and it does not associate with any individual(s), enterprise(s), organisation(s) etc. directly or indirectly involved in any illegal activities.
• User understands and warrants that it or any of its employees, consultant(s) or any third party acting on its behalf, shall not, directly or indirectly, attempt to or make any offer, promise, incentive, payments or provide anything of value, to any individual, government official, or commit any act forbidden under Prevention of Corruption Act, 1988, in order to influence or induce or offer a reward for any act, omission or decision, to secure an improper advantage or for obtaining or retaining business or for any other reason whatsoever.
• User represents and warrants that agreeing to these ‘conditions of use’ is not in violation of any other contract, agreement or understanding by which User is bound. If in future, User enters into any understanding or agreement with a third party which may pose a conflict with its obligations under these conditions of use, it shall immediately inform about the same to CII for deciding future course of action.

Protection of details of User Account

• User shall, at all times, be responsible for maintaining the confidentiality of its account including password and other credentials to prevent any unauthorized access or activity through user’s account. User shall be responsible for all activities that occur under its account or password. User should take all necessary steps to ensure that the password is kept confidential and secure and should inform CII immediately if there is a reason to believe that user’s account details or credentials have been stolen or used in an unauthorised manner. User shall ensure that the details provided during registration are correct and complete in every manner and inform CII immediately of any changes to the information that were provided at the time of registration.
• User represents and undertakes to use the services of the Forum only for the sale and purchase of essential items during the outbreak of COVID-19 in India and not for any other purpose, whatsoever. In the event of contravention of these conditions by the user, CII reserves the right to refuse access to the website, terminate accounts, remove or edit content at any time without notice to the user.

Sale of Essential Products

User understands and represents that it shall support fair competition and adhere to relevant local and international laws, rules and regulations to carry out business or transactions of business. User may at all times, be ready to follow the instructions issued by Central and/or State Governments regarding essential goods and services. CII reserves the right to restrict, remove or refuse products listing by the user if found contrary to (i) laws enforceable in India or (ii) instructions issued by Central and/or State governments.

Product(s) prohibited for display as per the national and international laws, regulations, treaties and conventions shall be strictly prohibited to be transacted on the Forum. User(s) found to be transacting in such products shall be liable to face legal action.

Confidentiality and Privacy

i) Information provided by CII to User

Nature of Confidential Information: User understands and acknowledges that for the purpose of use of Forum, it may become privy to such confidential and sensitive information, including but not limited to CII’s operations, budgets, marketing plans, strategies, projects, plans etc. (hereinafter referred to as ‘Confidential Information’). Confidential Information shall also include any information having commercial value or information of such nature that unauthorized disclosure of such information could be detrimental for current or future activities of CII. All such confidential information, in whatever form, if provided by CII to user, shall at all times remain the property of CII and user shall exercise all care and caution to ensure that such Confidential Information is duly protected. User shall if expressly requested by CII, promptly destroy or immediately return to CII all tangible material(s), papers, computerized media containing the information by way of notes, summaries, image, data or word processing files etc.

 ii) Information provided by User to CII

The business and contact information provided by user to CII for the purposes of registering on the Forum and carrying out transactions shall be treated as confidential by CII and shall not be shared with any third party/ies. User understand and acknowledge that certain parts of information provided by the user may be shared with other user(s) or published in public domain after due notice to the user who owns the information. Such information shall not remain confidential and CII shall not be under any obligation to protect and maintain confidentiality of such

User further understands and acknowledges that it shall not attempt to gain unauthorized access to any content or information of other user(s) which is not owned or controlled by the user or indulge in any activities which lead to unauthorized advertising or spamming.

Access to the Forum

CII shall make best endeavours to ensure availability of the Forum will be uninterrupted and that transmissions will be error-free. However, CII shall not be responsible for any interruptions or delay in transmissions due to lack of internet connectivity. Access to the Forum may also be occasionally suspended or restricted to allow for repairs and/or maintenance, at any time without prior notice.

License to use the Forum

User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub- licensable license to CII to display and use all information provided by such user in accordance with the objective of this Forum and exercise the copyright, publicity and database rights in such content in a manner as communicated by user(s).

• CII provides to user a limited license to access and connect with other users of this Forum and any user shall not download or modify any portion of information or content on the Forum, except with express written consent of CII. CII expressly prohibits users from downloading, copying, reselling, distributing or otherwise exploiting any information available on the Forum.
• User shall not, at any time, commit any activitity/ies which are misleading, derogatory, or otherwise offensive to other users or general public or in connection with a criminal offense or other unlawful activity.
• If a user uses a false e-mail address or impersonates any person or entity, or otherwise misleads as to the origin of any content, CII reserves the right to remove, refuse, delete or edit any content that in the sole judgement of CII violates these conditions of use. CII reserves the right to terminate the registration or limit the usage rights granted to the user who resorts to such activities.

User represents and warrants that it shall it provide and publish only that content or information which is owned and/or controlled by it. User represents and warrants to CII that:

• the content and information is true, accurate and lawful;
• use of the content and information does not breach any applicable Indian law, regulation policies or guidelines and will not cause injury to any person or entity; and
• the content or information is not defamatory.

User shall at all times, keep CII indemnified for all claims brought by any third party against it, in connection with a breach of any of these warranties.

User(s) to enter into business relationships at its own risk  

User understands and acknowledges that it shall use the Forum and enter into business transactions at its own risk, after exercising business prudence and due diligence (if desired). CII shall not be liable nor responsible for any actions or inactions of other users or any breach of conditions, representations or warranties by other sellers or manufacturers. CII expressly disclaims all responsibility and liability with respect to any loss, damage etc. caused to any user due to business transactions with any other user or third party. We shall not be obligated to mediate or resolve any dispute or disagreement between the users.

CII shall not be responsible for any representations of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose etc. of goods and/or services displayed by user/s on the Forum. CII is offering the Forum to its registered users on pro-bono basis and does not implicitly or explicitly support or endorse the sale or purchase of any products on the Forum. CII does not own any right, title or interest in any goods and services displayed on the Forum nor shall CII have any obligations or liabilities in respect of any transactions on the website.

Indemnity

User shall defend, indemnify, release and hold harmless CII and its office bearers and other representatives etc. from and against any loss, damage, liability, claims, demands etc. arising during the course of execution of any transaction from use of the Forum, which causes:

•  injury, disability, death of any person, including any employee of the user;
• claim(s), demand(s) including but not limited to any loss, damages and/or penalty for deficiency in services, as a direct consequence of failure, inability of user, its employees, agents, sub-contractors, agents etc.;
• any event, occurrence, default, whether willful or otherwise, attributable to conduct of user, its employees, agents, sub-contractors, agents etc.;
• claim(s), demand(s) of cost(s), damage(s), liability or other consequence arising due to actions/inactions of other users, business loss (including loss of profits, revenue, data, goodwill or any other indirect or consequential loss which may occur to any user), penalty imposed due to breach of conditions of use or violation of any law, rules, regulations or the rights of a third party, for any reason whatsoever.

Governing Laws and Jurisdiction

The validity, construction and performance of this conditions of use shall be governed and construed in accordance with all the relevant laws of India applicable without giving effect to any conflict of laws and provisions thereof. Courts at Delhi shall have exclusive jurisdiction to adjudicate any disputes raised by any user or third party. The user shall comply all central / state laws rules and regulations, so that any controversy between CII and the user may be avoided.

Amicable Resolution of Disputes

• If a dispute of any kind whatsoever arises between CII and user with respect interpretation of this conditions of use, CII and the user shall attempt to amicably resolve their differences by mutual discussions. If there is no mutual consensus on differences, the dispute(s) shall be referred to Sole Arbitrator appointed by CII.
• If CII and the user fail to resolve their disputes in an amicable manner, the dispute(s) shall be resolved as per provisions of Arbitration and Conciliation Act, 1996, which shall be final and binding on both. The place of arbitration shall be Delhi, India and the arbitration proceedings shall be conducted in English.

Amendments to ‘conditions of use’

Any amendment(s) or revisions of these conditions of use shall be communicated in writing by CII to the user and shall be deemed to be accepted when such amendment(s) or revisions of these conditions of use are transmitted from CII’s end.

Termination of license to use the Forum

1. Termination without cause: CII shall have the right to terminate this Agreement, without cause, by giving the user, written notice of 30 (thirty) calendar days, prior to the effective date of termination.
2. Termination with immediate effect: CII may, at its discretion, terminate or disqualify the user from using the Forum, with immediate effect, in the event of occurrence of any of the events specified below:

• If the user becomes insolvent or goes into compulsory liquidation;
• If the user, in the judgment/knowledge of CII, has engaged in corrupt or fraudulent practices ;
• If user submits to CII a false statement/information/representation which has a material effect on the rights, obligations or interests of CII;
• If user fails to remedy any conduct, default, whether willful or otherwise, where such conduct, default, negligence etc. is directly or indirectly attributable to user, its employees, agents, representatives etc., and has a substantial effect on CII’s rights, obligations, reputation, relations and dealings with third parties etc.
• If user places itself in position of conflict of interest or fails to disclose promptly any conflict of interest to CII;
• If user refuses to or does not remedy a failure despite reasonable opportunity given by CII to remedy such failure;
• If any criminal proceedings have been initiated against the user or any of its office bearers or any FIR is lodged in any criminal case for any unlawful activity by the Central / State Government.

Taxes

CII is only providing the aggregator platform and shall not be liable for meeting any compliances including but not limited to any of the taxes of the User (Buyer /Seller) that the User is obligated to pay or levy and all such taxes shall be the responsibility of the party who is obligated by operation of law to pay such tax.  Each party shall pay to the other party any GST / taxes that are owed and which are required to be collected under applicable law. If any taxes are required to be withheld on the payments, the paying party will deduct such taxes from the amount owed and pay them to the appropriate authority and shall issue a certificate for the same as per statutory laws. CII is not responsible to monitor the same and does not have any liability if the user fails to comply with the rules related to charging and payment of any such taxes, levies etc.

Events beyond reasonable control of CII

CII will not be held responsible for any delay or failure to comply with any obligations under these conditions of use if the delay or failure arises from any cause which is beyond reasonable control of CII.

Waiver

User acknowledges and agrees that no provision of this conditions of use nor the submission to Arbitration by CII, in any way constitutes or implies a waiver, renunciation, termination, or modification by CII of any of CII’s privileges, immunities or exemptions available to CII under Indian laws or under international convention.