NECART TERMS OF SERVICE

These Terms of Service (“Terms”) govern the access and use of the services provided by NECart, a B2B platform, to its business clients (“Customer” or “Customers”). By accessing or using the NECart platform and services, the Customer agrees to be bound by these Terms, which constitute a legally binding agreement between NECart and the Customer.

1. NATURE OF BUSINESS

NECart operates as a Business-to-Business (B2B) platform dedicated to the supply of food products primarily to clients within the Hotel, Restaurant, and Catering (HoReCa) sector. Our services facilitate efficient procurement and delivery of quality food products to support the operational needs of our customers.

2. ACCEPTANCE OF TERMS

By registering for an account, placing an order, or otherwise using the services provided by NECart, the Customer explicitly acknowledges and agrees to be bound by these Terms, as well as any other policies or guidelines referenced herein or made available on the NECart platform. These Terms shall supersede any prior agreements, understandings, or communications, whether oral or written, between the Customer and NECart. Continued use of the platform after any modifications to these Terms constitutes acceptance of the revised Terms.

3. ACCOUNT REGISTRATION AND RESPONSIBILITY

a. To access and utilise NECart’s services, Customers are required to register for an account and provide accurate, complete, and current business and Know Your Customer (KYC) details, including but not limited to, legal business name, registration number, Goods and Services Tax Identification Number (GSTIN), address, contact information, and authorised signatory details. b. The Customer warrants that all information provided during registration and throughout the term of this agreement is true, accurate, and not misleading. c. NECart reserves the unequivocal right to suspend or terminate any Customer account found to contain false, inaccurate, incomplete, or misleading information, or where there is a reasonable suspicion of fraudulent activity, without prior notice or liability. d. The Customer is solely responsible for maintaining the confidentiality of their account login credentials and for all activities that occur under their account. NECart shall not be liable for any loss or damage arising from the Customer’s failure to protect their account information.

4. PRICING AND PAYMENT TERMS

a. All prices for products listed on the NECart platform are subject to change without prior notice. Such fluctuations may occur due to market dynamics, supplier costs, seasonal variations, or other external economic factors. b. The price applicable to an order shall be the price displayed at the time of order confirmation by NECart. c. All payments shall be made in Indian Rupees (INR). d. NECart reserves the right to implement dynamic pricing models, promotional offers, or discounts at its sole discretion, which may be subject to specific terms and conditions.

5. ORDER PLACEMENT AND ACCEPTANCE

a. The placement of an order by a Customer constitutes an offer to purchase products under these Terms. b. Orders are deemed confirmed and accepted only upon explicit communication of acceptance by NECart, which may be through email, platform notification, or other agreed-upon means. Until such acceptance, NECart is not bound by the order. c. NECart reserves the absolute right to reject any order, in whole or in part, or to modify the quantities or specifications of an order, at its sole discretion, without providing any reason. In such cases, NECart shall inform the Customer promptly, and any payments made for rejected portions of an order shall be refunded. d. Customers are responsible for reviewing their orders carefully before submission. Once an order is confirmed, modifications or cancellations may be subject to NECart’s discretion and may incur charges.

6. CREDIT POLICY AND OVERDUE PAYMENTS

a. Any extension of credit facilities to Customers is provided strictly in accordance with NECart’s prevailing Credit Policy, which may be amended from time to time. The Credit Policy outlines eligibility criteria, credit limits, payment terms, and other relevant conditions. b. Delayed payments beyond the stipulated due dates shall attract penalties, including but not limited to, interest charges at a rate of 18% per annum or as specified in the Credit Policy, calculated from the due date until the date of actual payment. c. NECart operates a system-driven credit control mechanism. In the event of overdue payments beyond defined thresholds, the Customer may be automatically classified under restricted status, including “STOP SUPPLY”, under which no further orders shall be processed or fulfilled until outstanding dues are cleared or formally approved by NECart management. d. NECart may initiate legal proceedings for the recovery of outstanding dues and associated costs, including legal fees, in the event of persistent payment defaults.

7. DELIVERY AND ACCEPTANCE OF PRODUCTS

a. Risk and responsibility for goods shall transfer to the Customer immediately upon delivery and acceptance at the designated delivery location. NECart shall not be liable for any damage, spoilage, or loss arising after delivery, including improper storage or handling.b. Delivery timelines communicated by NECart are indicative estimates only and are not binding. While NECart endeavours to meet these timelines, delays may occur due to unforeseen circumstances, logistical challenges, force majeure events, or other external factors beyond NECart’s reasonable control. c. NECart shall not be held liable for any losses, damages, or expenses incurred by the Customer due to delivery delays. d. The Customer or their authorised representative must be present at the designated delivery location to receive and inspect the products. e. Risk of loss or damage to the products shall pass to the Customer upon delivery at the specified location. f. All returns, claims, or disputes shall be governed by NECart’s Return & Refund Policy. Claims must be raised within the stipulated time window, failing which goods shall be deemed accepted.

8. PRODUCT QUALITY AND CLAIMS

a. Customers are mandated to thoroughly inspect all products at the time of delivery for quality, quantity, and conformity with the order specifications. b. Any discrepancies, damages, or quality issues must be reported to the delivery personnel and NECart immediately upon delivery. Such claims must be documented, preferably with photographic evidence, at the point of receipt. c. Claims regarding product quality, quantity, or damage made after the acceptance of delivery by the Customer or their authorised representative may not be entertained by NECart, unless such defects are latent and could not have been reasonably discovered upon initial inspection. d. NECart’s liability for any defective products shall be limited to the replacement of the defective product or a refund of the purchase price, at NECart’s sole discretion.

9. LIMITATION OF LIABILITY

a. To the maximum extent permitted by applicable law, NECart, its directors, employees, agents, or affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary losses or damages, including but not limited to, loss of profits, revenue, business opportunities, data, or goodwill, arising out of or in connection with the use of NECart’s services or products, even if NECart has been advised of the possibility of such damages. b. In no event shall NECart’s total aggregate liability to the Customer for any and all claims arising out of or related to these Terms or the services provided, exceed the total amount paid by the Customer to NECart for the specific products or services giving rise to the claim in the one month immediately preceding the event giving rise to the liability. c. This limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

10. INDEMNIFICATION

The Customer agrees to indemnify, defend, and hold harmless NECart, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney’s fees, arising out of or in any way connected with: a. The Customer’s access to or use of the NECart platform and services. b. The Customer’s breach of any of these Terms. c. The Customer’s violation of any applicable law or the rights of a third party. d. Any misrepresentation or false information provided by the Customer.

11. INTELLECTUAL PROPERTY

All intellectual property rights, including copyrights, trademarks, trade names, logos, and other proprietary information related to the NECart platform, its content, software, and services, are owned by or licensed to NECart. The Customer is granted a limited, non-exclusive, non-transferable right to access and use the platform solely for the purpose of procuring products as per these Terms. The Customer shall not copy, reproduce, distribute, modify, create derivative works from, or publicly display any part of the NECart intellectual property without the express prior written consent of NECart.

12. CONFIDENTIALITY

Both NECart and the Customer agree to maintain the confidentiality of all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. This includes, but is not limited to, business plans, pricing strategies, customer lists, and technical information. This obligation of confidentiality shall survive the termination of these Terms for a period of two years.

13. MISUSE & FRAUD PROTECTION

NECart reserves the right to:

• Suspend or terminate accounts
• Withhold or revoke credit
• Block transactions

in cases of suspected fraud, misrepresentation, misuse of services, or provision of false information, including but not limited to incorrect GST details or business credentials.

14. LIMITATION OF LIABILITY

NECart shall not be liable for:

• Indirect or consequential losses
• Loss of business or profits
• Delays caused by external factors

15. TERMINATION OF SERVICE

a. NECart reserves the right to suspend or terminate a Customer’s access to its services and platform, with immediate effect and without prior notice, in the event of: i. Non-compliance with any of these Terms. ii. Breach of the Credit Policy or persistent overdue payments. iii. Provision of false, inaccurate, or misleading information. iv. Engagement in fraudulent, illegal, or unethical activities. v. Any other conduct that NECart, in its sole discretion, deems harmful to its business, reputation, or other Customers. b. Upon termination, the Customer’s right to use the services shall immediately cease. All outstanding payments owed by the Customer to NECart shall become immediately due and payable. c. Termination shall not affect any rights or obligations that accrued prior to the effective date of termination.

16. GOVERNING LAW AND JURISDICTION

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The courts located in Guwahati, Assam, India, shall have exclusive jurisdiction to entertain any suit or proceeding arising out of these Terms.

17. DISPUTE RESOLUTION

a. Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or validity thereof, shall first be attempted to be resolved amicably through good faith negotiations between the parties. b. If the dispute cannot be resolved through negotiation within 45 days, either party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. c. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to agree on a sole arbitrator within 15 days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. d. The seat and venue of arbitration shall be Guwahati, India. The language of the arbitration shall be English. e. The award rendered by the arbitrator shall be final and binding on both parties.

18. AMENDMENTS TO TERMS

NECart reserves the right to modify, amend, or update these Terms at any time, at its sole discretion. Any changes will be effective immediately upon posting the revised Terms on the NECart platform or notifying Customers through other appropriate means. It is the Customer’s responsibility to review these Terms periodically for any updates. Continued use of the services after such modifications shall constitute the Customer’s acceptance of the revised Terms.

19. FORCE MAJEURE

NECart shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, epidemics, pandemics, strikes, labour disputes, shortages of transportation, facilities, fuel, energy, labour, or materials, supply chain disruptions, government restrictions, or failures of telecommunications or information services. In such an event, NECart’s obligations shall be suspended for the duration of the force majeure event.

20. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been part of these Terms.

21. ENTIRE AGREEMENT

These Terms, together with any other policies referenced herein, constitute the entire agreement between NECart and the Customer with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

22. CONTACT INFORMATION

For any questions, concerns, or notices regarding these Terms or the services, Customers may contact NECart at: Email: Rituraj.bharadwaj@necart.in Phone: 9954010627 Address: 19, NIPCCD Lane, Jawaharnagar, Khanapara, Guwahati, Assam. 781022