Terms of Service · Effective 21 Nov 2024

Clear rules, fair for everyone.

These terms govern how customers, retailers, and distributors use RetailXpress. Please read them carefully — by using our Services you agree to be bound by them.

Acceptance of terms

These Terms of Service (“Terms”) form a legally binding agreement between you and Nexenstial LLP (“RetailXpress”, “we”, “our”, or “us”), a limited liability partnership registered under Indian law with its principal office in Hubli, Karnataka.

By creating an account, downloading the app, or otherwise using any part of the RetailXpress platform (including the distributor web portal, retailer mobile app, and customer ordering app), you confirm that you have read, understood, and agree to these Terms and our Privacy Policy. If you do not agree, do not use our Services.

If you are accepting these Terms on behalf of a business entity (e.g., a distributorship or retail firm), you represent that you have the authority to bind that entity to these Terms.

Account types and eligibility

RetailXpress has three account types. The rules and obligations differ for each:

  • Customer accounts — for individual consumers placing orders through a retailer’s storefront or the RetailXpress customer app. You must be at least 18 years old. No business registration is required.
  • Retailer accounts — for registered shop owners and trade businesses purchasing goods from distributors on credit or prepaid terms. You must hold a valid GSTIN (if applicable under turnover thresholds) and provide accurate KYC information at onboarding.
  • Distributor accounts — for FMCG or general-trade distributors managing a retailer network, product catalogue, and collections. Distributors must be registered business entities (proprietorship, partnership, LLP, or private limited company) and hold a valid GSTIN.

You may not create multiple accounts to circumvent credit limits, account suspensions, or fraud controls. We reserve the right to merge duplicate accounts or terminate one or both.

Customer-specific terms

Ordering

When you place an order through the RetailXpress customer app or a retailer’s storefront, you are entering into a contract of sale with the retailer, not with RetailXpress. RetailXpress acts solely as a technology intermediary that facilitates the transaction.

  • Prices displayed are set by the retailer and may vary from MRP. GST is included where applicable.
  • Order confirmation is sent via SMS and/or WhatsApp to your registered phone number.
  • You are responsible for providing an accurate delivery address. Failed deliveries due to incorrect addresses may incur a re-delivery fee set by the retailer.

Returns and refunds

Return and refund policies are set by the individual retailer. RetailXpress does not process returns directly but provides the dispute-resolution channel described in Section 9. For digital payments that fail or are charged in error, refunds are processed within 5–7 working days to the original payment method.

Prohibited conduct

  • You may not place fraudulent orders, submit false delivery disputes, or abuse promotional credits.
  • Resale of goods purchased at consumer prices through the customer app is not permitted.

Retailer-specific terms

Onboarding and KYC

To activate a retailer account you must complete the Know-Your-Customer (KYC) process, which includes submitting valid government-issued identity proof, shop address verification, and (for credit access) a bank account linked to the business. Providing false or forged documents is grounds for immediate account termination and may be reported to law enforcement.

Ordering from distributors

  • Orders placed through the app constitute a binding purchase order once the distributor accepts.
  • Minimum order values, delivery schedules, and return policies are set by each distributor in their price catalogue. RetailXpress displays these terms before you confirm.
  • You are responsible for inspecting goods on delivery and raising damage or shortage claims within 48 hours of delivery through the app.

Credit (Buy Now, Pay Later)

  • Credit eligibility is assessed by our partner NBFC based on your KYC, business history, and repayment behaviour. Approval is not guaranteed.
  • Approved credit limits are binding. Placing orders that exceed your available limit is not permitted.
  • Repayments are due on the dates shown in the app. Late payments may attract interest as disclosed at the time of credit activation and may result in credit suspension.
  • Persistent defaults may be reported to credit bureaus and the onboarding distributor.

Inventory and pricing

Retailers using the inventory-management features are responsible for keeping their catalogue accurate. Selling to customers at prices above MRP is prohibited under applicable consumer law. RetailXpress is not liable for retailer pricing errors.

Distributor-specific terms

Onboarding

Distributor accounts are activated after verification of your business registration documents, GSTIN, and bank account. You are responsible for ensuring all information is accurate and kept up to date. Changes to GSTIN, address, or banking details must be submitted via the portal and verified by our onboarding team before taking effect.

Catalogue and pricing

  • You are solely responsible for the accuracy of product information, HSN codes, MRP, trade prices, and tax rates in your catalogue. Incorrect GST rates on invoices are your legal liability.
  • Price changes take effect for new orders only. Orders already placed at the previous price are honoured at that price.
  • You may set per-retailer pricing tiers, credit limits, and payment terms. These must be lawful and not constitute predatory or discriminatory pricing prohibited under the Competition Act, 2002.

Order fulfilment

  • Accepting an order on the portal creates a binding obligation to fulfil it under the stated terms.
  • Cancellations after acceptance require retailer consent and must be processed through the portal. Unilateral cancellations without valid reason may result in distributor account penalties.
  • You are responsible for generating accurate GST tax invoices and e-way bills where required. The platform provides tools to assist, but the legal obligation rests with you.

Collections

RetailXpress facilitates digital payment collection on your behalf. Settlement of collected amounts (minus platform fees) is made to your registered bank account within the settlement cycle stated in your Distributor Agreement. Platform fees and settlement terms are as described in your individual agreement with RetailXpress.

Data and confidentiality

Retailer data (KYC, order history, credit utilisation) made available to you through the distributor portal is shared solely to enable trade operations. You may not export, sell, or use this data for any purpose outside RetailXpress-facilitated transactions. Breach of this obligation may result in immediate termination and legal action.

Orders, fulfilment and disputes

Order lifecycle

All orders follow a Placed → Accepted → Packed → Dispatched → Delivered workflow. Status updates are visible in real time in the respective app. An order is only complete when marked Delivered and the delivery acknowledgement is logged.

Cancellations

  • Customers may cancel an order before it is marked Dispatched without penalty.
  • Retailers may cancel a distributor order before acceptance. Post-acceptance, cancellations are subject to the distributor’s return policy.
  • Distributors may reject a retailer order within 4 hours of placement with a stated reason.

Dispute resolution

Disputes regarding short supply, damaged goods, wrong items, or non-delivery must be raised within 48 hours of the delivery event through the in-app dispute flow. RetailXpress will mediate and aim to resolve disputes within 7 working days. For financial disputes above INR 50,000, arbitration under the Arbitration and Conciliation Act, 1996 may be invoked by either party.

Payments, credit and settlement

  • All monetary transactions on the platform are in Indian Rupees (INR).
  • Payments are processed by licensed payment aggregators. RetailXpress does not hold or handle your funds directly; we act as a technology intermediary.
  • Failed payments that result in a debit without order fulfilment are refunded within 5–7 working days.
  • Distributor settlements are subject to a platform fee deducted before remittance. The applicable rate is stated in the Distributor Agreement.
  • Credit extended to retailers through our NBFC partner is governed by a separate loan agreement. RetailXpress is not a lender and is not responsible for credit decisions.
  • We reserve the right to withhold settlement or freeze account funds pending investigation of suspected fraud or policy violations.

GST and tax compliance

Each party (customer, retailer, distributor) is independently responsible for their own GST obligations. RetailXpress provides tools that assist with compliance but is not a tax adviser.

  • Distributors are responsible for issuing correct CGST/SGST/IGST tax invoices and filing GST returns based on platform-generated data.
  • Retailers are responsible for filing purchase returns (GSTR-2B reconciliation) using data available in the portal.
  • Customers purchasing under the customer app receive a retail invoice or bill of supply as applicable; B2C invoices do not include GSTIN fields.
  • For e-invoicing mandated businesses, the platform auto-generates IRN and QR codes. Any manual corrections to IRP-reported invoices are the responsibility of the issuing party.
  • RetailXpress is not liable for penalties arising from incorrect HSN codes, tax rates, or late filings provided or caused by you.

Acceptable use

You agree not to use the Services to:

  • Violate any applicable law, regulation, or government directive.
  • Impersonate another person or entity, or misrepresent your identity or authority.
  • Upload, post, or transmit malware, viruses, or any code designed to interfere with the platform.
  • Scrape, crawl, or systematically extract data from the platform without written authorisation.
  • Attempt to gain unauthorised access to any account, system, or network related to RetailXpress.
  • Engage in money laundering, hawala transactions, or any activity prohibited under PMLA, 2002.
  • Use the platform for the sale of counterfeit goods, banned substances, or goods requiring licences you do not hold.
  • Manipulate pricing, inventory data, or order records to defraud other platform participants.

Violation of acceptable-use rules may result in immediate account suspension, withholding of settlement funds, and reporting to relevant authorities.

Intellectual property

All software, designs, trademarks, logos, and content comprising the RetailXpress platform are owned by Nexenstial LLP or licensed to us. You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Services for their intended purpose during the term of these Terms.

You retain ownership of your data (catalogue, orders, invoices) uploaded to the platform. By uploading data you grant RetailXpress a licence to process, display, and transmit that data as necessary to provide the Services.

You may not copy, modify, distribute, reverse-engineer, or create derivative works of any part of the RetailXpress platform without prior written consent.

Limitation of liability

To the maximum extent permitted by applicable law, RetailXpress and its directors, employees, and partners shall not be liable for:

  • Indirect, incidental, consequential, special, or punitive damages of any kind.
  • Loss of revenue, profits, data, goodwill, or business opportunities.
  • Damages arising from reliance on platform-generated GST data, credit scores, or analytics.
  • Service interruptions caused by third-party infrastructure providers, government portals, or events beyond our reasonable control (force majeure).
  • Conduct of other platform participants (retailers, distributors, customers, or delivery partners).

Our total aggregate liability to you for all claims arising under these Terms shall not exceed the fees paid by you to RetailXpress in the 3 months preceding the claim.

Nothing in these Terms limits liability for fraud, wilful misconduct, death, or personal injury caused by our negligence.

Indemnification

You agree to indemnify, defend, and hold harmless RetailXpress, Nexenstial LLP, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with your access to or use of the Services, your violation of these Terms, your violation of any law or the rights of a third party, or any content or data you upload to the platform.

Suspension and termination

You may close your account at any time by submitting a request to hello@retailxpress.ai. Account closure does not discharge outstanding financial obligations (unpaid invoices, credit repayments, or pending settlements).

We may suspend or terminate your account immediately, without notice, if you:

  • Materially breach these Terms and fail to remedy the breach within 7 days of notice.
  • Engage in fraud, misrepresentation, or any activity that harms other users or RetailXpress.
  • Become subject to insolvency proceedings, winding-up, or legal attachments.
  • Fail to make credit repayments for more than 30 days beyond the due date.
  • Receive a court or regulatory direction requiring us to suspend your account.

Upon termination, your access to the platform ceases. You may request an export of your transactional data within 30 days of termination. Data subject to legal retention obligations will be held as described in our Privacy Policy.

Governing law and disputes

These Terms are governed by the laws of India. Any dispute arising from or related to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts at Hubli, Karnataka, India.

Before initiating legal proceedings, both parties agree to attempt good-faith resolution of any dispute through a 30-day mediation period, facilitated by a mutually agreed mediator. If mediation fails, disputes above INR 50,000 may be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, with a single arbitrator seated in Hubli, Karnataka.

Changes to these terms

We may revise these Terms periodically to reflect changes in our Services, legal requirements, or business practices. Material changes will be communicated via in-app notification or email at least 14 days before the new Terms take effect. Your continued use of the Services after the effective date constitutes acceptance. If you do not accept the revised Terms, you must stop using the Services and request account closure.

Contact us

For questions about these Terms or to report a violation:

Business hours: Mon–Sat, 9 AM–8 PM IST.