Acko SafeBuy Terms and Conditions

This Acko – Merchant SafeBuy Terms and Conditions (this “Agreement”) form the binding agreement with You as the merchant and a legal business entity operating in India, seeking verification and use of the Badge (as hereinafter defined) and Acko Technology and Services Private Limited (“Company” / “Acko”) for participation under the SafeBuy Program (as hereinafter defined). The Merchant agrees and accepts to the following terms and conditions:

  1. Definitions: 1.1 "Badge" refers to the Acko SafeBuy Verification Badge, including all associated user interface and user experience elements, design, layout, color scheme, branding, and any related visual or functional elements covering all pages, workflows, and user flows, as prescribed, provided, or updated by the Company from time to time. The Merchant acknowledges that the Badge is proprietary to the Company and shall not be altered, replicated, or used in any unauthorized manner. 1.2 "Program" refers to the verification program currently called "SafeBuy", or any other name as may be determined by the Company from time to time. 1.3 "Customer" refers to any individual or entity purchasing goods or services from the Merchant. 1.4 "Verification" refers to the basic checks conducted by the Company to confirm the existence of the Merchant’s business in India.

 

  1. Grant of License 2.1 Acko grants the Merchant a non-exclusive, non-transferable, non-sublicensable, limited, and fully revocable license to use the Badge strictly for the purpose of confirming participation in the Program, as dictated by the Company. 2.2 The Badge, including its format, design, color scheme, user interface, user experience, and branding, shall be used solely in the exact manner prescribed by the Company and shall not be modified, altered, adapted, replicated, or misrepresented in any form. 2.3 The Company retains absolute and exclusive ownership, control, and discretion over the Badge, including the right to modify, update, or revoke it at any time without prior notice or liability. 2.4 The Merchant acknowledges that any unauthorized use, display, or reproduction of the Badge, including but not limited to sublicensing, assignment, transfer, or unauthorized integration into any third-party platform, shall constitute a material breach of this Agreement, subjecting the Merchant to immediate termination and potential legal action. 2.5 The Company reserves the unrestricted right to revoke, suspend, or modify this license at any time, with or without notice, and without liability to the Merchant. Any continued use of the Badge post-termination shall be deemed an infringement of the Company’s intellectual property rights, warranting legal recourse.

 

  1. Merchant Obligations and Covenants: 3.1 The Merchant acknowledges and agrees that the Badge solely indicates compliance with the Company’s basic verification standards at the time of issuance and does not constitute any endorsement, warranty, or guarantee by the Company regarding the quality, authenticity, safety, or reliability of the Merchant’s products or services. 3.2 The Merchant shall be solely responsible for ensuring that all goods and/or services provided meet or exceed the committed quality standards, comply with applicable laws and regulations, and align with best industry practices. 3.3 The Merchant shall bear all costs associated with resolving customer complaints, including those incurred by the Company, and shall respond promptly and professionally to all customer inquiries and disputes. 3.4 The Merchant shall not sell counterfeit goods, misrepresent product quality, provide misleading product information, or engage in any deceptive trade practices. 3.5 The Merchant shall not use the Badge for illegal, prohibited, deceptive, unethical, or fraudulent activities or unauthorised activities. 3.6 The Merchant shall not engage in false or misleading advertising or make any claims regarding the Company, the Badge, or the Program that have not been explicitly approved in writing by the Company. 3.7 The Merchant shall not misrepresent or imply any partnership, affiliation, endorsement, or other relationship with the Company beyond what is expressly permitted under this Agreement. 3.8 The Merchant agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, losses, or legal costs arising from the Merchant’s activities, non-compliance, or misuse of the Badge. 3.9 The Merchant must comply with all applicable local, state and national laws, regulations, and industry standards, including but not limited to consumer protection laws, intellectual property rights, and fair-trade practices. 3.10 The Merchant shall maintain accurate and detailed records of all transactions, customer interactions, and compliance-related documents and provide full access to these records upon request by the Company for audit, inspection, or compliance verification purposes. 3.11 The Merchant shall notify the Company immediately of any changes in business status, ownership, operational structure, or any changes that may affect Merchant’s verification status. 3.12 The Merchant shall comply with any additional guidelines, policies, or directives issued by the Company from time to time regarding the use of the Badge, customer interactions, or verification compliance, including displaying any disclaimers, notifications or public notices as may be required by the Company.

 

  1. Acko’s Rights and Responsibilities: 4.1 The Company shall have the absolute and unrestricted right to monitor, review, and regulate the Merchant’s use of the Badge at any time, with or without prior notice, to ensure compliance with this Agreement. 4.2 The Company may, at its sole discretion, conduct periodic reviews of the Merchant’s verification status and operational compliance, and may modify, suspend, or revoke verification based on such reviews. 4.3 The Company retains the authority to impose additional verification, compliance, operational, and security measures as deemed necessary to uphold the integrity of the Program and to ensure the Merchant’s adherence to applicable laws, regulations, and industry standards. 4.4 The Company reserves the exclusive right to revoke, suspend, modify, or withdraw the Badge and any associated program features at any time without liability and without the obligation to provide prior notice. 4.5 The Company shall have the unrestricted right to conduct audits, inspections, and compliance reviews of the Merchant’s business operations, transaction records, and any other relevant documentation to verify adherence to the terms of this Agreement. 4.6 The Merchant shall fully cooperate with all audit and inspection requests, including providing complete and unrestricted access to all records, documentation, communications, or other materials related to transactions confirmed or converted while the Badge was in use. In the event of any discrepancies, misrepresentations, non-compliance, or violations detected, the Merchant shall bear all costs associated with such audits, including but not limited to legal, administrative, investigative, and operational expenses incurred by the Company. 4.7 The Company reserves the right to conduct physical or virtual site inspections of the Merchant’s premises at any time to verify operational practices, customer interactions, transaction authenticity, and adherence to Company standards. 4.8 Any failure, refusal, or delay by the Merchant in providing access to requested information, cooperating with an audit, or complying with an inspection request shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Badge, removal from the Program, and imposition of any penalties or costs deemed appropriate by the Company.

 

  1. Customer Disputes and Costs 5.1 The Merchant shall be solely responsible for addressing and resolving all customer disputes, complaints, or grievances in a timely and professional manner and shall bear all associated costs, including but not limited to refunds, compensations, legal fees, and any costs incurred by the Company in relation to such disputes. 5.2 The Merchant shall provide immediate and detailed written notification to the Company of any customer dispute, including the nature of the complaint, supporting evidence, the steps taken for resolution, and the final outcome. The Merchant must maintain comprehensive records of all disputes and resolutions and provide them to the Company upon request. 5.3 The Company reserves the unrestricted right to directly contact any customer at any time for feedback, dispute verification, or any other purpose deemed necessary to ensure compliance with this Agreement. The Merchant shall not interfere in any manner with such communication. 5.4 The Merchant shall be responsible for obtaining all necessary consents from Customers to share their personal and transaction data with the Company for dispute resolution, compliance monitoring, audit purposes, or any other lawful purpose. The Merchant shall ensure that all such consents are valid, legally binding, and in compliance with applicable data protection and privacy laws. 5.5 The Merchant shall ensure strict compliance with all applicable data protection, privacy, and consumer rights laws in all customer interactions and data-sharing activities. Any failure to obtain proper consent or any breach of such laws shall result in the Merchant bearing full liability, including but not limited to legal costs, penalties, and reputational damage suffered by the Company. 5.6 The Merchant shall establish, maintain, and operate a dedicated and effective customer support system capable of handling disputes in a timely and professional manner. A dedicated escalation contact must be made available at all times, and the Merchant shall provide the Company with updated contact details for immediate communication when necessary. 5.7 Failure by the Merchant to comply with any obligation under this Clause shall constitute a material breach of this Agreement and may result in immediate penalties, indemnification obligations, suspension, or permanent termination of the Merchant’s participation in the Program. The Company shall be entitled to recover from the Merchant all direct and indirect costs, damages, legal fees, reputational losses, or any other liabilities suffered as a result of the Merchant’s failure to meet these obligations.

 

  1. Termination 6.1 The Company shall have the absolute and unilateral right to terminate this Agreement immediately, with or without cause, including but not limited to breaches of any provision herein, misuse of the Badge, failure to comply with applicable laws and regulations, non-cooperation with audits or inspections, or engagement in any activity that, in the Company’s sole discretion, harms or is likely to harm its reputation, business interests, or the integrity of the Program. 6.2 The Company may, at its sole discretion, suspend the Merchant’s right to use the Badge pending any investigation into suspected non-compliance, fraud, misrepresentation, or violation of this Agreement. During such suspension, the Merchant shall cease all use of the Badge and cooperate fully with the Company’s inquiries. 6.3 Upon termination or suspension, the Merchant shall immediately cease using the Badge in any form, remove it from all materials, online platforms, marketing content, and cease any representation of affiliation with the Company. Additionally, the Company shall also have the right to publish statements to the public including the Customers confirming the termination of this Agreement, including the reasons for termination in the form and manner the Company deems fit. Any continued use of the Badge post-termination shall constitute a material breach, subjecting the Merchant to legal liability, including but not limited to injunctive relief and damages. 6.4 The Merchant shall, within a timeframe specified by the Company, return or destroy any proprietary materials, documentation, digital assets, or confidential information provided by the Company. The Merchant shall provide written certification of compliance with this requirement upon request. 6.5 Termination of this Agreement shall not relieve the Merchant of any accrued obligations, including financial liabilities, indemnification obligations, or any post-termination obligations expressly stated in this Agreement. The Company retains the right to pursue any legal or equitable remedies for any damages suffered due to the Merchant’s actions.

 

  1. Intellectual Property 7.1 The Merchant acknowledges and agrees that all rights, title, and interest in and to the Badge, including but not limited to trademarks, logos, designs, branding, and any related intellectual property, are and shall remain the exclusive and sole property of the Company. The Merchant shall not claim any rights, interests, or ownership in the Badge or any associated intellectual property. 7.2 The Merchant shall immediately notify the Company in writing of any suspected infringement, unauthorized use, or misuse of the Badge or any other intellectual property owned by the Company. The Merchant shall fully cooperate with the Company in taking necessary actions to protect its rights. 7.3 The Merchant shall not use, reproduce, modify, distribute, sublicense, or create derivative works of the Company’s trademarks, logos, branding, or any other intellectual property without the prior explicit written consent of the Company. 7.4 Any unauthorized use, reproduction, distribution, or misrepresentation of the Badge or associated branding shall be deemed a material breach of this Agreement, resulting in immediate termination of this Agreement and potential legal action, including but not limited to claims for injunctive relief, monetary damages, and legal costs incurred by the Company. 7.5 Upon termination of this Agreement, the Merchant shall immediately cease all use of the Badge and remove it from all materials, websites, and promotional content, and certify in writing to the Company that such actions have been completed.

 

  1. Non-Disparagement 8.1 The Merchant shall not make, publish, or disseminate any false, misleading, defamatory, or disparaging statements, whether verbal, written, or digital, about the Company, its affiliates, directors, officers, employees, or the Badge or the Program. 8.2 Any breach of this clause shall entitle the Company to seek immediate injunctive relief, damages, and any other remedies available under law, including indemnification for reputational harm, business losses, and legal expenses incurred as a result of such breach. 8.3 The Merchant shall not engage in any deceptive or misleading advertising or make any representations regarding the Company, the Badge, or the verification process that have not been explicitly approved in writing by the Company. 8.4 The Company reserves the right to immediately suspend or terminate the Merchant’s participation in the Program upon violation of this clause and seek legal remedies as necessary.

 

  1. Governing Law and Dispute Resolution 9.1 This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of laws principles. 9.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be settled exclusively through binding arbitration conducted in Bangalore, India. 9.4 The Merchant agrees that the Company is not liable for any indirect, direct, special or remote damages whatsoever.

 

  1. Miscellaneous 10.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior communications, understandings, or agreements, whether written or oral. 10.2 The Company reserves the right to modify, amend, or update the terms of this Agreement at its sole discretion, with or without prior notice, and such modifications shall be binding upon the Merchant upon continued use of the Badge. 10.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. 10.4 The Merchant acknowledges that participation in the Program does not create or imply any partnership, joint venture, fiduciary duty, agency, or employment relationship between the Merchant and the Company. 10.5 The Company shall have the absolute right to enforce, suspend, or revoke the Merchant’s use of the Badge at any time, for any reason, without liability, and without requiring the Merchant’s prior consent. 10.6 The Merchant shall not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the Company. Any unauthorized assignment shall be null and void. 10.7 The failure of the Company to enforce any provision of this Agreement shall not constitute a waiver of its rights to subsequently enforce such provision or any other provision herein.

 

BY USING AND/OR CONTINUING TO USE THE BADGE, THE MERCHANT AGREES, CONFIRMS AND UNEQUIVOCALLY ACCEPTS TO THESE TERMS AND CONDITIONS AS THE BINDING AGREEMENT BETWEEN THE PARTIES.