TERMS OF USE

This document is an electronic record under the Information Technology Act, 2000 and the rules framed there under, as applicable, and the provisions pertaining to electronic records under applicable Indian laws. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Agreement

Access and/or usage of the website “www.twirl.store” and/or its corresponding application(s) or other version(s), including any update, successor and/or replacement to the website “www.twirl.store” and/or its corresponding application(s) or other version(s), along with all corresponding features provided therein including but not limited to web-pages, hyper-links, communication links, tools, products and/or services (collectively, “the Website” or “the Twirl store”), shall be governed by the terms and conditions as contained herein (“this Agreement”), as well as the applicable Policies and FAQs.

The terms of use, or any other conditions, imposed by respective application store(s) or internet service provider(s) from where the Website may be accessed and/or used, shall also govern the access and/or use of the Website. The terms of use, or any other conditions, imposed by respective application store(s) or internet service provider(s), to the extent applicable, are hereby deemed to be incorporated in this Agreement by way of reference.

Parties

The Website is owned by Upscale Fashion Private Limited, a company incorporated under the Companies Act, 2013 (“UFPL”, which expression, unless the context otherwise requires, shall mean and include its successors, liquidators and assigns). The Website may be maintained and operated by UFPL through third parties. The products and services offered by UFPL on the Website are for end-users who are competent to contract under the Indian Contract Act, 1872.

“You”/“Your” means any natural or legal person (including, unless the context otherwise requires, their representatives, officers, employees, agents, legal heirs, receivers, successors, liquidators and permitted assigns), as the case may be, who has accessed the Website. By using the Website, You represent that You are an end-user and are competent to contract.

This Agreement shall come into effect, and You shall be deemed to have accepted and agreed to be bound by this Agreement, upon Your each access of the Website. If you do not accept, or are not willing to be bound by, this Agreement, as amended from time to time, do not access or otherwise use the Website in any manner.

Registration

For availing certain features, tools, products and/or services on the Website, You may be required to register or create Your own account on the Website (“Registered Account”). A Registered Account may be created using Your accounts/IDs maintained with third party websites, and/or in any other manner as may be permitted, and by providing such other Personal Information as may be required.

You are responsible for maintaining the integrity and confidentiality of Your Registered Account, You are solely responsible for all act(s) and/or omission(s), including but not limited to placing orders, redeeming points and uploading content, that occur through or under Your Registered Account. All act(s) and/or omission(s) that occur through or under Your Registered Account shall be deemed to have been committed by You. Accordingly, You are responsible for ensuring that the details of Your Registered Account are not shared with unauthorized user(s), and that Your Registered Account is not accessed or used by unauthorized user(s) or for unauthorized purposes.

You are permitted to register and/or create only 1 (one) Registered Account at a time on the Website. Multiple registrations or accounts created by the same end-user may be suspended or terminated without prior notice and upon such terms as UPFL deems fit.

 You represent, warrant and undertake that You have provided true, accurate, current and complete information while creating Your Registered Account on the Website. If You have provided information which is untrue, inaccurate, not current, incomplete or otherwise not in accordance with this Agreement, UFPL reserves the right to suspend or terminate Your Registered Account forthright without prior notice, upon such terms as UFPL deems fit, and to deny further registration/creation of account, use of the Website or availing of products/services on the Website to You for such period of time as UFPL deems fit.

In the event that You were ‘incompetent to contract’ at the time of creating Your Registered Account, UFPL may suspend or terminate Your Registered Account forthright without prior notice, upon such terms as UFPL deems fit, and to deny further registration/creation of account, use of the Website or availing of products/services available on the Website to You for such period of time as UFPL deems fit.

Products/Services

The Website provides the following products and/or services to You:

  • Clothing, accessories and lifestyle products under the brand name “Twirl” (“Products”) are offered for sale. The Products are offered for sale in reasonable household quantities;
  • Clothing Products purchased by You from the Website may be returned by You to UFPL under buy-back, within 9 (nine) months of their respective order for purchase; and
  • Other clothing purchased/received by You from proper channels, and for which You have clear title & possession, may be sent to UFPL.

The aforesaid products and/or services are governed by their respective Policies and FAQs. By availing any of the aforesaid products and/or services, You shall be deemed to have reviewed, understood and accepted the respective Policies and FAQs.

Conclusion of Agreement& Transfer of Ownership

  • For Products purchased by You:

When You submit an order for purchase of Product(s), You make a binding offer to UFPL. After submitting Your order/offer, you may receive a confirmation from UFPL acknowledging the receipt of Your order/offer, however the said confirmation shall not constitute UFPL’s acceptance of Your order/offer. The acceptance of Your offer, and the conclusion of the agreement, shall be by conduct through the actual dispatch/shipping of the concerned Product(s) by UFPL.

When You order multiple Products, the acceptance of the offer applies only to those Products which have been dispatched/shipped by UFPL.

The title of ownership of the Product(s) shall be transferred from UFPL to You upon the actual dispatch/shipping of the concerned Product(s).

Kindly review the applicable Policies and FAQs before submitting an order for purchase of Product(s).

  • For clothing Products returned by You under buy-back:

When you submit a buy-back request for clothing Product(s), You make a binding offer to UFPL. After submitting Your request, You may receive a confirmation regarding the applicability of the policy to the respective clothing Product(s), however the said confirmation shall not constitute UFPL’s acceptance of Your request/offer. The acceptance of Your offer, and the conclusion of the agreement, shall be by conduct upon UFPL’s approval of the clothing Product(s) after a quality check.

When You submit a request for multiple clothing Products, the acceptance of the offer applies only to those Products which have been approved by UFPL after quality check.

The title of ownership of the clothing Product(s) shall be transferred from You to UFPL upon UFPL’s approval after the quality check. UFPL’s decision in the quality check is final and binding.

In the event that UFPL does not issue an approval after the quality check, You have the option of collecting the concerned clothing Product(s) from UFPL’s designated office (by prepaid courier service or personal collection, arranged for and paid by You) within 3 (three) days, failing which it shall be deemed that You have waived Your title of ownership, and all other claims, over the concerned clothing Product(s) in favour of UFPL.

Kindly review the applicable Policies and FAQs before submitting a request for buy-back of clothing Product(s).

  • For clothing sent by You:

When you submit a request for sending clothing, You make a binding offer to UFPL. After submitting Your request, You may receive a confirmation regarding the applicability of the policy to the respective clothing, however the said confirmation shall not constitute UFPL’s acceptance of Your request/offer. The acceptance of Your offer, and the conclusion of the agreement, shall be by conduct upon UFPL’s approval of the clothing after an inspection.

When You submit a request for multiple clothing, the acceptance of the offer applies only to those clothing which have been approved by UFPL after inspection.

The title of ownership shall be transferred from You to UFPL upon UFPL’s approval after the inspection. UFPL’s decision in the inspection is final and binding.

In the event that UFPL does not issue an approval after the inspection, You have the option of collecting the concerned clothing from UFPL’s designated office (by prepaid courier service or personal collection, arranged for and paid by You) within 3 (three) days, failing which it shall be deemed that You have waived Your title of ownership, and all other claims, over the concerned clothing in favour of UFPL.

By submitting a request for sale of clothing, you represent, warrant and undertake that You have purchased/received the same from proper channels and that You have clear title & possession over the said clothing. UFPL has no control over and expressly excludes all liability regarding, and shall not adjudicate over or entertain, disputes between You and third person(s) over the source, title or possession of the said clothing.

Kindly review the applicable Policies and FAQs before submitting a request for sending Your clothing.

Pricing

For Products purchased on the Website, the price which is displayed on the product-specific webpage or the check-out/review order page (whichever is higher) at the time of placing Your order shall apply. This price is inclusive of applicable Indian taxes. For avoidance of doubt, it is clarified that custom/import duties and related taxes, which may be levied for international deliveries/shipments (i.e., beyond the territories of India), are not included in this price.

The Website may offer You the option of viewing the price of products in different currencies, including but not limited to Indian National Rupee, US Dollar, Euro, Pound Sterling or Singapore Dollar. The currency converter tool on the Website is merely indicative, and the actual amount payable for purchasing Product(s) from the Website shall be the equivalent amount in the currency of Your debit/credit/atm card(s), bank account(s), e-wallet(s), etc., as the case may be, as per the conversions done by your card/bank/e-wallet provider on the date of such purchase.

Notwithstanding anything contained in this Agreement or the applicable Policies, where the price of Product(s) is displayed incorrectly on the product-specific webpage or the check-out/review order page due to technical errors, UFPL is entitled to action for nullification. In such an event, payments already made shall be refunded as soon as reasonably practicable and in accordance with the processes of the concerned banks and/or companies.

The consideration that You may be entitled to, under the buy-back scheme and/or for sending Your clothing, is displayed and described in the applicable Policies and FAQs.

Kindly review all applicable Policies and FAQs before availing products/services on the Website.

Payment

UFPL makes arrangements, through third-party service provider(s), for You to make payment on the Website at the time of placing an order for Product(s), including but not limited to payment through debit/credit/atm card(s), net banking and/or e-wallet(s). UFPL and its third-party service provider(s) reserve the right to exclude any of the above modes of payment or to include other modes of payment not specified herein, for the purchase of Product(s).

UFPL accepts payments on the Website through Indian National Rupee, US Dollar, Euro, Pound Sterling and Singapore Dollar only.

UFPL may permit order(s) for Product(s) to be placed on the Website with an option to pay cash-on-delivery, subject to the delivery/shipping address falling within the territories of India and such restrictions as may be determined by UFPL from time to time. UFPL accepts payments for cash-on-delivery through cash in Indian National Rupee only. Cheque or DD shall not be accepted.

UFPL’s service provider(s) use encryption technologies to encrypt data during the transmission of Your payment for purchase of Product(s). You acknowledge that the technology for payment, whether through debit/credit/atm card(s), net banking, e-wallet(s) and/or other modes of payment, for purchase of Product(s) may not be error free and/or uninterrupted at all times.

In the event that You cancel an order or return Product(s), payments actually made by You shall be refunded through the same mode of payment with which the initial purchase was made (except for cash-on-delivery, where refund may be initiated through other modes), as soon as reasonably practicable and in accordance with the processes of the concerned banks and/or companies.

Twirl Points

UFPL offers Twirl Points, i.e., points which may accrue in a Registered Account from transactions made on the Website through that Registered Account. You can redeem Your Twirl Points against the purchase of Products on the Website. The redemption of Twirl Points is subject to the condition that the Registered Account in which such Twirl Points have accrued is neither suspended nor terminated or in violation of this Agreement or the applicable Policies and FAQs. Further, the Twirl Points must be valid on the date of redemption. Twirl Points are non-transferable and cash payout shall not be permitted against the same.

A maximum of 200 (two hundred) Twirl Points may be redeemed against each purchase order on the Website, irrespective of the number of Product(s) in that purchase order. Further, Twirl Points are only valid for the period announced at accrual in a Registered Account, or in the absence thereof, a maximum of 90 (ninety) days from the date of their accrual in the Registered Account, after which the Twirl Points shall automatically lapse and no request for redemption/extension shall be entertained or accepted. UFPL reserves the right to cancel the Twirl Points program, along with related services, at its sole discretion and at any time (including during the validity period of the Twirl Points) without giving any prior intimation to You. Twirl Points are a privilege extended by UFPL, and do not constitute a right or claim against UFPL.

The value and mode of utilization of Twirl Points are described in the applicable Policies and FAQs. Kindly review the applicable Policies and FAQs before availing products/services related to Twirl Points.

In addition to Twirl Points, UFPL periodically offers limited number of promotional code(s)/voucher(s), for a specified duration and of a specific value, which may be redeemed against the purchase of Products on the Website. The redemption of promotional code(s)/voucher(s) is subject to the condition that the promotional code(s)/voucher(s) must be valid on the date of redemption and have not already been redeemed (whether in part or in entirety). Promotional code(s)/voucher(s) may be redeemed only once, irrespective of the value being redeemed. Cash payout shall not be permitted against promotional code(s)/voucher(s).

Delivery

Delivery of Product(s) shall be made to the delivery/shipping address provided by You. It is Your responsibility to ensure that the delivery/shipping address provided by you is complete and correct in all respects (including, without limitation, house/apartment no., floor no., street name, city, pin code, etc.) and that Product(s) may be delivered and received at the delivery/shipping address during normal working hours.

UFPL dispatches Product(s) in accordance with its Delivery Policy. However, the timeline for actual delivery of Product(s) is dependent on third party courier or postal service provider(s), location of the delivery/shipping address, weather conditions and other factors – UFPL has no control over and expressly excludes all liability with regard to the timeline for actual delivery of Product(s).

UFPL dispatches Products to delivery/shipping addresses within the territories of India and in other countries which are serviceable by its third party courier or postal service provider(s).

UFPL may levy a delivery charge for delivery/shipping addresses located beyond the territories of India, in accordance with its Delivery Policy. In the event that applicable customs/import duties or related taxes are levied for international delivery/shipping (i.e., beyond the territories of India), You are responsible for paying such duties or taxes.

UFPL reserves the right to cancel the purchase order for Product(s) where the delivery/shipping address is not serviced by its third party courier or postal service provider(s) or where delivery attempts by the third party courier or postal service provider at the delivery/shipping address has failed. In such circumstances, payments already made for the concerned order may be refunded or forfeited, depending on the scenario and as may be determined by UFPL.

You are responsible for intimating UFPL about damage to the Product(s), if any, caused during delivery of the Product(s), within 12 (twelve) hours of receipt of the same. Warranty rights remain as-is and unaffected by the said intimation, however the same may assist UFPL to make claims against its courier or postal service provider(s). For avoidance of doubt, it is clarified that “damage to the Product(s)” refers to damage to the contents of a shipment and does not include damage to the external packaging of a shipment.

No Warranty and Disclaimers

UFPL and its associates, suppliers, affiliates and service providers provide the Website and the products/services therein on “as is” basis and without any warranty or condition, express, implied or statutory. UFPL specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.

You expressly acknowledge, understand and agree that images of Products as displayed on the Website may differ in colour shades, dimensions, fitting, etc., to the actual Product. You are responsible for reviewing our Size Guide for individual Product(s) and thereafter placing order(s) for such Product(s) in the required size.

UFPL and its associates, suppliers, affiliates and service providers make no representations or warranties that the operation of the Website shall be error free and/or uninterrupted. You expressly agree that Your access and/or use of the Website is at Your own risk

Disclaimer for Third Party Hyperlinks/Comments

The Website may include hyperlinks to other websites, blogs, social media, etc., which are maintained or operated by third-parties. UFPL has no control over the content of such websites, blogs, social media, etc., and/or their comments sections, nor does UFPL endorse or take responsibility for such content. If You are aware of any illegal content, whose corresponding link is included on the Website, kindly inform UFPL at feedback@twirl.store.

Data Security

UFPL uses standard encryption techniques, technologies and equipment to safeguard privacy of Your Information on the Website. You shall not hold UFPL liable for any failure or breach in encryption techniques, technologies and equipment, which was not within the reasonable control of UFPL or which could not have been reasonably foreseen.

IP/Image/Design Rights

All intellectual property/images/designs which are hosted and/or published on the Website are owned by UFPL and/or its partners. You are prohibited from using all or any of such intellectual property/images/designs, in whatever form, without the prior written consent of UFPL.

License to Access/Use the Website

You, upon accessing the Website or upon creating a Registered Account, as the case may be, shall automatically be granted a temporary, limited revocable, non-transferable, non-exclusive right, license and authority to browse the Website for the limited purposes of availing the products/services offered therein. Any right, license or authority which is not expressly granted herein is expressly reserved.

For avoidance of doubt, it is clarified that copyrights, trademarks, patents, designs, proprietary rights and/or applicable intellectual property laws protect the Website. Nothing contained in this clause shall be construed as conferring You with any right, license or authority, whether expressly, impliedly, by estoppel or otherwise, under copyrights, trademarks, patents, designs, proprietary rights and/or applicable intellectual property laws.

Limitations on Use of Website

15.1   You shall not:

(i) decompile, reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from the Website, or use any network monitoring or discovery software to determine the Website architecture, or extract information about usage or users of the Website;
(ii) use any robot, spider, other automatic device, or manual process to monitor or copy the Website, without UFPL’s prior written permission;
(iii) alter, add, amend, copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Website, except to the extent permitted by this Agreement or the applicable Policies;
(iv) combine or link the Website with any other website, social media, mobile application, software or algorithm, in any manner whatsoever, without UFPL’s prior written permission’
(v) export or re-export the Website, or any portion thereof, or any software available, on or through the Website in violation of the export control laws and regulations of India; or
(vi) permit, whether directly or indirectly, any unauthorized use of the Website.

15.2   You shall not host, display, upload, modify, publish, transmit, update or share, in any manner whatsoever, any information on the Website that:
(i) belongs to another person and to which You do not have any right;
(ii) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
(iii) harm minors in any way;
(iv) infringes any patent, trademark, copyright or other proprietary rights;
(v) violates any law for the time being in force
(vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(vii) impersonate another person;
(viii) contains software viruses or other computer codes, files or programs designed to interrupt, destroy or limit the functionality of a computer resource; or
(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

15.3   In the event that You violate the terms of this Clause, or UFPL has actual knowledge of the same, UFPL reserves the right to suspend or terminate Your Registered Account forthright without prior notice, upon such terms as UFPL deems fit, and to deny further registration/creation of account, use of the Website or availing of products/services on the Website to You for such period of time as UFPL deems fit. Further, UFPL has the sole right to remove non-compliant content created, generated, hosted, displayed, uploaded, modified, published, transmitted, updated or shared by You, if any.

Indemnity

You agree to fully indemnify, keep indemnified, defend and hold harmless UFPL and its subsidiaries, affiliates, partners and service providers, along with their respective shareholders, officers, directors, agents, and employees, from any claim(s), demand(s) loss(es), penalty and/or action(s), including attorneys’ fees and costs, arising out of or relating to Your breach of this Agreement, applicable Policies,  applicable law, rules and regulations, or the rights of a third party.

Privacy

UFPL may monitor, collect, store, process, analyze and/or otherwise use Your information, i.e., “Personal Information”, “Log Data” and “Account History” in accordance with the Privacy Policy of the Website. By accepting this Agreement, You consent to the monitoring, collection, storage, processing, analysis and/or use of Your information in accordance with the Privacy Policy of the Website.

License of Your Information and Content

You grant (or warrant that the owner of such rights has expressly granted) UFPL a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right, license and authority to use, host, reproduce, modify, adapt, communicate, distribute, publish, translate and/or create derivative(s) of any content/information which is created, generated and/or uploaded by You, or using Your Registered Account, during access and/or use of the Website, including but not limited to Your “Personal Information”, “Log Data” and “Account History”.

Liabilities

UFPL is liable only for intent and gross negligence, unless there are fraudulently concealed damages, damages for loss of life, limb or health or damage arising from any infringement of essential contractual obligations.

Limitation of Liability

The entire liability of UFPL , or its subsidiaries, affiliates, partners and service providers, as the case may be, for any claim(s) and/or action(s) which may be preferred by You or which arise out of or is in connection with Your access/use of the Website or availing products/services therefrom, whether based in contract, tort or otherwise, shall be limited to, and shall in no circumstance exceed, the entire aggregate amount paid by You to UFPL for availing its products/services.

Force Majeure

Your access/use of the Website and availing of products/services therefrom is subject to interruption and delay due to causes beyond the reasonable control of UFPL, or its service providers and/or third parties, or which causes could not have been prevented by reasonable precautions, such as acts of God, floods, lightning, severe weather, earthquakes, explosions, fire, power failure, equipment failure, utility or communication failures, acts of any Government, war or other hostility, acts of terrorism, civil commotion, riots, failure of the Internet and other networks or any other force majeure event whatsoever, whether similar or dissimilar to those referred to in this clause.

Principal-to-Principal Relationship

The products/services provided by UFPL to You by, including but not limited to the use of the Website, shall be on a principal-to-principal basis. This Agreement or the Policies governing use of the Website shall not be constituted as a partnership or agency between UFPL and You. You shall not have any authority to create any obligation on behalf of, or to bind, UFPL in any manner whatsoever, including but not limited to the use of the Website and/or the products/services provided by UFPL.

Assignment

UFPL reserves the right to transfer, assign and/or novate its rights and obligations under this Agreement and/or the applicable Policies, as the case may be, without Your prior consent. However, UFPL may, on a reasonable efforts basis and if practicable, provide You with an intimation of any such act(s).

Amendments

UFPL reserves the right to amend the terms of this Agreement, and/or the applicable Policies, as the case may be, without any prior notice. The amended Agreement and/or Policies shall be duly published on the Website. Your continued access and use of the Website, after publication of the amended Agreement and/or Policies, as the case may be, on the Website shall be deemed to be Your acceptance of the amendment(s) to this Agreement and/or the Policies.

It is advisable that You periodically check the Terms of Use, Policies and FAQs of the Website.

Service of Notice

Your email address, or other address, as provided by You on the Registration Page of the Website, shall be construed as Your designated address for correspondence. UFPL and/or its affiliates, associates, subsidiaries, partners and service providers, may communicate with You via electronic mail or other mode(s) through Your designated address, which shall constitute a valid and adequate mode of service.

Termination

Your access and use of the Website, and availing of products/services therefrom, is subject to the terms of this Agreement, as well as the applicable Policies and FAQs. In case You violate any of the terms contained therein, UFPL reserves the right to terminate this Agreement forthright by immediately freezing Your Registered Account and/or denying You access/use of the Website.

You understand and agree that the terms of this Agreement pertaining to License to Access/Use the Website, Limitations on Use of Website, IP/Image/Design Rights, Privacy, License of Your Information and Content, Warranties and Disclaimers, Indemnity, Liability and Limitation of Liability shall survive the termination of this Agreement.

Dispute Resolution

Any dispute, difference, controversy or claim whatsoever between You and UFPL, arising out of or in connection with the construction, meaning, scope, validity, operation, implementation or effect of this Agreement and/or the applicable Policies and FAQs, or any breach thereof, shall, unless mutually resolved in writing within a period of 30 (thirty) days from the date when the dispute, difference, controversy or claim arose and was communicated to the other party, be resolved by arbitration. The tribunal shall comprise of a sole arbitrator and the seat of arbitration shall be New Delhi. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. This agreement shall be governed by, construed and take effect in accordance with the laws of India. The courts of New Delhi shall alone have jurisdiction in all matters.

Severability

If any clause(s) of this Agreement and/or the applicable Policies or FAQs is unlawful, void or for any reason unenforceable, then such clause(s) shall be deemed severable from the remaining clauses and shall not affect the validity and enforceability of the remaining clauses of this Agreement, the applicable Policies or FAQs.

Entire Agreement

This Agreement, along with the applicable Policies and FAQs, comprise the entire agreement between You and UFPL, and shall supersede all oral or written correspondences, representations or understandings of any nature whatsoever between the parties.

Help Desk

In case You have any questions, require any assistance and/or have any other concerns with respect to the products/services provided by UFPL, kindly send an email to info@twirl.store.

For any comments or suggestions, please write to UFPL at feedback@twirl.store.

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