Terms & Conditions / User Agreement

These Terms & Conditions ("Terms," "Agreement") govern access to and use of https://www.herth.in, Seller Studio, and all associated web, mobile and administrative services (together, the "Platform"), operated by HERTH ("HERTH," "we," "us," "our"). By accessing, browsing, registering on, or otherwise using the Platform, you ("User," "you") agree to be bound by these Terms and by our Privacy Policy, Community Guidelines, and any other policies referenced herein, which are incorporated by reference. If you do not agree, you must not use the Platform.

HERTH may offer distinct terms applicable to specific User categories (Sellers, Buyers, Community Members, Event Participants), set out in Sections 5 through 8 below, which apply in addition to these general Terms.

• "Platform" means the HERTH website, Seller Studio, mobile applications (as and when launched), and related services.
• "Seller" means a User who creates a business profile and lists products and/or services on the Platform.
• "Buyer" means a User who browses, enquires about, or purchases products or services through the Platform.
• "Listing" means a product or service, together with its description, pricing and images, published by a Seller.
• "Community Content" means posts, comments, reviews, images, videos and other content shared within community, messaging or event features.
• "Intermediary" means HERTH's role in facilitating transactions and interactions between Sellers and Buyers, without itself being a party to the underlying sale of goods or services except as expressly stated.

You must be at least 18 years old and capable of entering into a binding contract under the Indian Contract Act, 1872, to register on or transact through the Platform. By registering, you represent that all information you provide is accurate, current and complete, and that you have the authority to bind any business on whose behalf you register a Seller account.

HERTH reserves the right to refuse registration, suspend, or terminate access where eligibility criteria are not met or are reasonably suspected not to be met.

• You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• You must notify HERTH promptly of any unauthorised use of your account or any other breach of security.
• HERTH is not liable for any loss arising from your failure to safeguard your account credentials.
• You may designate Administrators to manage a business profile or Seller Studio account on your behalf; you remain responsible for the actions of any Administrator you authorise.

Buyers may browse Listings, make enquiries, and place orders with Sellers through the Platform. HERTH facilitates discovery, communication, payment processing and order tracking, but the contract of sale for a product or service is between the Buyer and the relevant Seller, unless expressly stated otherwise. HERTH is not responsible for the quality, safety, legality, or delivery of products or services listed by Sellers, though HERTH will provide reasonable assistance in resolving disputes and may take action against Sellers who violate these Terms.

Buyers must provide accurate order, delivery and payment information and must not misuse the Platform's enquiry, messaging or review features, including by posting false, defamatory or abusive content.

Refund, cancellation and shipping timelines are set by individual Sellers, subject to applicable consumer protection law, and must be clearly disclosed on the relevant Listing or at checkout. Where HERTH processes a refund on a Seller's behalf through the payment gateway, such refund will be issued to the original payment method within the timelines communicated at checkout. Disputes regarding non-delivery, defective products, or refusal to honour a stated refund policy may be escalated to HERTH's support team, which will make reasonable efforts to facilitate resolution between the Buyer and Seller.

Drafting note: A standalone Refund & Cancellation Policy and, if HERTH facilitates physical goods delivery, a Shipping Policy are recommended as separate documents so Sellers and Buyers can locate specific timelines quickly.

The Platform, including its design, text, graphics, logos, software and other content created by HERTH (excluding User-generated content and Seller content), is owned by or licensed to HERTH and is protected under applicable intellectual property laws. You may not copy, modify, distribute, or create derivative works from the Platform except as expressly permitted.

Sellers represent and warrant that their Listings, business names, images and content do not infringe the intellectual property or other rights of any third party. HERTH will respond to and process good-faith takedown requests relating to infringing content in accordance with its Copyright/Takedown Policy.

The Platform may offer AI-assisted features, including recommendations, content generation assistance, chat assistants, and automated moderation. AI-generated outputs are provided as suggestions or assistance only, may contain inaccuracies, and are not a substitute for independent judgment, professional advice, or verification. Users remain responsible for reviewing and approving any AI-assisted content before publishing it as their own, and HERTH is not liable for reliance on unreviewed AI-generated output. Where an automated decision (such as content moderation) materially affects you, you may request human review through our support channels, subject to applicable law.

You must not use the Platform to:

• Violate any applicable law or regulation;
• Infringe the intellectual property, privacy, or other rights of any person;
• Upload viruses, malware, or engage in activity that disrupts or compromises the security or integrity of the Platform;
• Scrape, harvest, or extract data from the Platform other than through permitted interfaces;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• List or promote prohibited, counterfeit, unsafe, or illegal products or services;
• Circumvent the Platform's payment processes to avoid applicable fees;
• Engage in fraudulent, deceptive, or manipulative conduct, including fake reviews or orders.

The Platform may contain links to, or integrate with, third-party services such as payment gateways, logistics partners, and analytics or communication tools. HERTH is not responsible for the content, policies, or practices of third-party services, and your use of them is subject to their own terms and privacy policies.

The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, HERTH disclaims all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. HERTH does not warrant that the Platform will be uninterrupted, error-free, or completely secure, and does not warrant the quality, safety, legality or accuracy of Listings, Community Content, or any AI-generated output.

To the maximum extent permitted by applicable law, HERTH's aggregate liability arising out of or relating to your use of the Platform, whether in contract, tort, or otherwise, shall not exceed the greater of (a) the fees paid by you to HERTH in the twelve months preceding the claim, or (b) [Rs.5,000 / an amount to be confirmed with counsel]. HERTH shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, except in cases of proven wilful misconduct or gross negligence, or where such exclusion is not permitted under applicable mandatory law, including the Consumer Protection Act, 2019.

Drafting note: This cap should be sized in proportion to typical order values on the Platform and reviewed by counsel; consumer-facing limitation clauses that are set unreasonably low relative to transaction value risk being read down or struck as unfair contract terms in a consumer dispute.

You agree to indemnify and hold HERTH, its officers, directors, employees and affiliates harmless from any claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of your breach of these Terms, your Listings or Community Content, your violation of applicable law, or your infringement of any third-party rights.

HERTH may suspend or terminate your access to the Platform, with or without notice, where you breach these Terms, engage in fraudulent or harmful conduct, or where required by law. You may close your account at any time through account settings or by contacting support. Provisions relating to intellectual property, indemnification, limitation of liability, dispute resolution and any obligations that by their nature should survive will continue to apply after termination.

These Terms are governed by the laws of India. Parties will first attempt to resolve any dispute amicably through good-faith negotiation. If unresolved within [30] days, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated in [City], conducted in English, before a sole arbitrator appointed by mutual agreement. This clause does not affect a consumer's statutory right to approach the appropriate Consumer Disputes Redressal Commission under the Consumer Protection Act, 2019. Subject to the foregoing, the courts at [City] shall have exclusive jurisdiction.

In accordance with the Information Technology Act, 2000 and rules made thereunder, grievances regarding these Terms or Platform content may be directed to:

Name

[Grievance Officer Name]

Email

[grievance@herth.in]

Address

[Registered Office Address]

Phone

[Contact Number]

HERTH may revise these Terms from time to time. Material changes will be notified through the Platform or by email, and continued use of the Platform after such changes take effect constitutes acceptance of the revised Terms.

• Entire Agreement: These Terms, together with the Privacy Policy and any policies incorporated by reference, constitute the entire agreement between you and HERTH regarding the Platform.
• Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Force Majeure: HERTH will not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, internet or telecommunications failures, or governmental action.
• Assignment: You may not assign your rights or obligations under these Terms without HERTH's prior written consent; HERTH may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: Notices to HERTH should be sent to the address in Section 18; notices to Users may be sent to the email or contact details associated with their account.

For a marketplace and community platform of this nature, HERTH is advised to maintain the following as separate, more granular documents, cross-referenced from these Terms and the Privacy Policy rather than folded entirely into them:

• Seller Agreement - detailed onboarding, fee schedule, payout timelines, and Seller-specific obligations
• Cookie Policy - a standalone, detailed listing of cookies, purposes, and durations
• Refund & Cancellation Policy and Shipping Policy - operational timelines that change more frequently than legal terms
• Community Guidelines - detailed content and conduct rules, distinct from the high-level provisions in Section 8
• Copyright/DMCA-style Takedown Policy - a clear notice-and-takedown process for intellectual property complaints
• Acceptable Use Policy - if HERTH wishes to expand technical/security rules beyond Section 11
• AI Usage & Disclosure Policy - as AI features expand beyond what is described in Section 10
• Data Breach Response Policy and Vendor/Data Processing Agreements - internal-facing documents required for DPDP Act and SPDI Rules compliance, not published to Users
• Intellectual Property Policy - if HERTH wishes to license or use Seller/Buyer content beyond the baseline licence in Section 8.2

These companion documents should be prepared and reviewed alongside this Agreement and the Privacy Policy so that all cross-references remain consistent.