Terms of Use

Definitions

• 1. "Applicable Laws" shall mean any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, enactment, regulation, ordinance, rule, judgment, notification, direction, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Terms or at any time thereafter.
• 2. "Business Day" shall mean Monday to Saturday, 10:00 am to 07:00 pm and shall not include such days on which the banking institutions in India are authorized or obligated under the Applicable Laws to remain closed.
• 3. "Confidential Information" includes, but is not limited to, Intellectual Property Information, Business Information, proprietary information and Trade Secrets, that is disclosed by Recykal (hereinafter referred to as "Disclosing Party") directly or indirectly, whether in writing or any other form, to the other party (hereinafter referred to as "Receiving Party"), or that is obtained as a result of observations made at a party's facilities, or otherwise obtained by the Receiving Party from the Disclosing Party, and that is related to the Purpose.
  
  For the avoidance of doubt, information and documents shared, disclosed, downloaded, or otherwise made accessible pursuant to Clause 15 (Data Access, Sharing and Downloads) shall not constitute unauthorized disclosure for the purposes of these Terms.
• 4. "GST" shall mean Goods and Service Tax under Goods and Service Tax Act 2017 and related rules, notification and circular as may be notified from time to time.
• 5. "Product" means any goods, articles, material:
  • offered to sale by the Seller and/or
  • listed to purchase by the Buyer
  • agreed to sell by the seller
  • agreed to purchase by the Buyer
• 6. "Platform" means the collective digital platform provided by Recykal, which includes the Website accessible at the domain, the mobile applications for Android and iOS, and any other digital interfaces made available by Recykal from time to time, and collectively refers to all such interfaces made available by Recykal for facilitating the buying and selling of Products by Users, including all content, features, and services accessible therein.
• 7. "Recycler" or "Buyer" means User/s who purchases or intends to purchase products and/or avail services through the Platform.
• 8. "Services" shall mean services whether individually or in any combination to sell and purchase products as provided through the Platform including:
  • enabling Buyers to discover Products and order them;
  • sale of Products to Buyers by the Sellers;
  • tracking Shipments, Products and other logistics services provided by us or our sub-contractors;
  • processing payments (including payment which are processed through integrated third-party service providers);
  • offering credit and financing solutions in relation to Products; and/or
  • any additional services provided, offered or introduced by us to enhance business transactions on the Platform.
• 9. "Seller/Supplier" means User/s who lists, offers, or sells recyclable materials, products, or services through the Platform.
• 10. "User" "User" or "Users" shall mean any person or entity that accesses, browses, registers on, or uses the Platform in any manner, whether as a Buyer, Seller/Supplier, Recycler, logistics partner, or any other role facilitated by the Platform from time to time. The term "User" includes:
  • natural persons who are at least 18 years of age and competent to contract under the Indian Contract Act, 1872;
  • companies incorporated under the Companies Act, 2013, or any prior corresponding companies legislation, acting through their duly authorized representatives;
  • limited liability partnerships (LLPs) formed and registered under the Limited Liability Partnership Act, 2008, acting through their designated partners or authorized representatives;
  • partnership firms registered or unregistered under the Indian Partnership Act, 1932, acting through their authorized partners;
  • sole proprietorships, acting through the proprietor;
  • trusts, societies, associations of persons, or any other legal entity recognized under applicable laws of India.
  
  Unless the context otherwise requires, references to "you" or "your" in these Terms shall mean the User. Where a User registers or uses the Platform on behalf of any entity, such entity shall also be considered a User and shall be bound by these Terms jointly and severally with the individual registering or using the Platform. A User shall be deemed to include their successors, administrators, heirs, and permitted assigns, as applicable.

1. Understand our Guidelines and Agreements

1.1 These terms and conditions ("Terms") govern the access to and use of (i) the website Recykal.Market (the "Website") and (ii) the mobile applications made available under the "Recykal.Market" brand on Android and iOS (the "Apps", and together with the Website, the "Platform") provided by Rapidue Technologies Private Limited, a Company incorporated under the Companies Act, 2013, and having its Registered Office at Flat No.401, Janardhana Plaza, Lumbini Enclave, Gachibowli, Hyderabad, Telangana 500032, INDIA (hereinafter referred to as "RECYKAL" or "Company", "we", "us", or "our") which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors, administrators and permitted assigns.

1.2 The Platform primarily displays information about our business, products and Services, and also constitutes the primary trading platform on which buyers and sellers can place and receive orders and undertake transactions.

1.3 By accessing, browsing, registering on, or using any part of the Platform, you agree to be bound by these Terms, as may be updated from time to time in accordance with below mentioned clauses. If you do not agree to these Terms, you must not access or use the Platform.

2. Non-Disclosure

Users acknowledge that during the course of using the Platform, they may obtain access to or become aware of Confidential Information belonging to other users or to Recykal, including but not limited to business plans, pricing methods, customer lists, transaction volumes, supplier identities, technical information, and trade secrets (collectively, "Confidential Information").

The identity of the Buyer (including name and GSTIN) shall be disclosed to the Seller only after a Purchase Order has been placed. Until such disclosure occurs, the User shall not attempt to identify, locate, or contact the other User through any means outside the Platform. Any unauthorized identification of or communication with any User shall constitute a material breach of confidentiality.

Notwithstanding the foregoing, Users acknowledge and agree that certain Confidential Information, documents, and transaction records may be shared or made accessible in accordance with Clause 15 (Data Access, Sharing and Downloads).

Each User agrees:

• to protect all Confidential Information with at least the same degree of care they use to protect their own confidential information, but in no event less than a reasonable degree of care;
• to use Confidential Information solely for the purpose of legitimate usage including transactions executed through the Platform;
• not to disclose any Confidential Information to any third party except on a strict need-to-know basis to employees, officers, or advisors who are bound by confidentiality obligations at least as restrictive as those set forth herein;
• not to reverse engineer, decompile, or perform any structural analysis of any Confidential Information; or
• to immediately notify Recykal of any unauthorized use or disclosure of Confidential Information and to assist in remedying such unauthorized use or disclosure.

The obligations set forth in this clause shall not apply to information that:

• enters the public domain through no act or omission of the User;
• was already known to the User prior to receipt, as evidenced by written records; or
• is required to be disclosed by applicable law, provided the User gives Recykal reasonable prior notice to contest such disclosure.

Upon termination of a User's account or upon Recykal's request, the User shall promptly return or destroy all Confidential Information in their possession.

This Confidentiality clause shall survive the termination of these Terms and the User's account even after the date of termination for a period of 5 years from the date of termination of User's account.

3. Force Majeure

Recykal shall not be liable for the performance of the platform, if such non-performance is caused by events beyond Recykal's reasonable control including, but not limited to, acts of God, regulation or law or order of government, semi government or courts or failure to act of any government or agency thereof, technical limitations on government portals, war or insurrection, civil commotion, earthquake, fire, flood or storm, epidemic or pandemic.

4. User Eligibility

4.1 The Platform is intended for use within the territory of India. It is primarily designed for business customers, including but not limited to: sellers / suppliers, Recyclers/buyers, and logistics partners / transporters (collectively referred to as "Users / "you" / "your" / "yours").

4.2 Users using the Platform must be at least 18 years of age and must have the legal capacity to contract under applicable laws. By using the Platform, you represent and warrant that you are at least 18 years old and are competent to form a binding contract with the Company.

4.3 If you are registering or using the Platform on behalf of a Company, Partnership, LLP, Proprietorship or other entity, you represent that you are duly authorised to bind such entity to these Terms, and that such entity accepts these Terms. If you do not meet these requirements, you must not access or use the Website.

5. Scope of Terms of Use

These Terms of Use govern your use of the Platform and all applications, software and services available via Platform, except to the extent that such Services are the subject of a separate agreement. Specific terms or agreements may apply to the use of certain Services and other items provided to You via Platform ("Service Agreements"). You are prohibited from collecting email addresses or other contact information of other users, through any means whatsoever, without authorization from Recykal; selling, cross-selling or distributing Services to any third party or allowing multi-user access to the Services by sharing your password and user identification; using any automated software, hardware or any other similar mechanism to use access, navigate or search the website and/or mobile application; and posting or transmitting any information on the website and/or mobile application including unauthorized or unsolicited advertising, promotional materials, or any other forms of unauthorized solicitation to other users.

6. Obligations of Seller

6.1 As a Seller on the Platform, you agree that:

• you shall complete all required KYC formalities, including submission of GST certificate, PAN card, bank account details, and any other documents as requested by Recykal;
• you shall create listings that are accurate, truthful, and complete, including clear photographs (minimum two), quantity (in Metric Tonnes), asking price (per kg), pickup address, logistics preference, readiness date, and agreed payment terms;
• you shall not misrepresent or falsely describe the quality, quantity, grade, composition, or any other characteristic of the materials listed for sale;
• upon acceptance of a Purchase Order, you shall dispatch the goods no later than the deadline specified in the order;
• you shall upload all mandatory dispatch documents (as set forth in Clause 7) before marking any shipment as dispatched;
• you shall ensure that the dispatched quantity matches the quantity specified in the Purchase Order — any shortage shall result in a proportional deduction;
• you shall abide by the QC results and any associated deductions calculated through the Platform's parameter-based system, subject to your right to dispute such results as set forth in these Terms;
• you shall not manipulate, falsify, or tamper with any weighbridge slips, loading photographs, dispatch documents, or any other information submitted through the Platform.

7. Listing & Pricing

Sellers may create listings by providing the following information:

• Selection of material category
• Upload of at least two photographs clearly showing the material offered for sale
• Quantity offered for sale (in Metric Tonnes)
• Asking price (per kg)
• Confirmation of pickup address
• Logistics preference (whether Recykal shall arrange transportation or the Seller shall self-arrange)
• Readiness date (the date by which the material will be available for dispatch)
• Payment terms (7 days, 15 days, 30 days, or such other period as may be mutually agreed)

8. Obligations of Buyers

As a Buyer on the platform, you agree to:

8.1 Complete KYC including GST certificate, PAN card, point of contact details, premises proof, and masked Aadhaar before initiating any transaction.

8.2 Ensure sufficient funds are available in escrow or designated payment account before raising a Purchase Order.

8.3 Conduct quality checks ("QC") upon delivery in accordance with the parameters and deduction thresholds specified on the Platform.

8.4 Upload QC reports, Proof of Delivery, and debit notes (if applicable) promptly after inspection.

8.5 Accept goods based on QC outcomes as set forth in these Terms.

8.6 Make payment to the Seller within the agreed credit period after QC acceptance.

8.7 The Buyer undertakes not to manipulate or falsify any QC readings, weighbridge slips, or delivery documents.

9. Dispatch & Documentation

9.1 Upon receipt of a Purchase Order, the Seller shall dispatch the goods no later than the deadline expressly stated in the order.

9.2 For each shipment, the Seller shall upload the following mandatory documents to the Platform before the shipment may be marked as "Dispatched":

• E-way bill (in PDF format)
• Empty weighbridge slip (reflecting tare weight before loading)
• Full weighbridge slip (reflecting gross weight after loading)
• Loading photographs (minimum three, showing front, back, and loaded material)
• Seller's tax invoice

9.3 Where a Purchase Order is to be fulfilled through multiple trucks, the Seller may create multiple shipments against the same Purchase Order, each with its own set of documents.

9.4 The Seller shall not be permitted to mark a shipment as dispatched unless all mandatory documents have been successfully uploaded to the Platform.

9.5 Upon marking a shipment as dispatched, the shipment status shall automatically update to "In-Transit", and a dispatch timestamp shall be captured. The Seller may track the shipment's progress until delivery is completed.

9.6 After delivery has been completed, the Seller may access and view the following documents uploaded by the Buyer on the Platform:

• Proof of Delivery
• Quality Check (QC) Report
• Debit Note (if any deductions have been applied)

10. Quality Control & Deductions

10.1 Upon the delivery, the Buyer shall conduct quality checks as per the specifications provided by Buyer.

10.2 If no parameter is breached, the shipment shall be marked "Delivered" and payment shall proceed.

In Case of Breach of Parameters:

10.3 The Buyer shall generate a debit note reflecting the calculated deduction.

10.4 The Seller may accept the deduction, upon which the Buyer shall upload the debit note on Platform and payment shall be made subject to deductions mentioned in debit note.

10.5 The Seller may reject the deduction, upon which the shipment shall be marked "Rejected" and the dispute resolution process shall apply.

10.6 Full rejection of goods shall result in the vehicle returning to the Seller at Seller's cost, and the shipment shall be marked "Rejected."

11. Payment & Escrow

11.1 The Buyer shall fund the escrow account or designated payment mechanism before the Seller dispatches the goods.

11.2 Upon successful QC acceptance and upload of debit note (if any), the Buyer shall record payment by uploading bank payment advice from which Recykal's systems will extract UTR, invoice numbers, and amounts for validation.

11.3 Payment shall be made within the credit period agreed at the time of order (7, 15, 30 days, or as otherwise mutually agreed).

11.4 If the Seller rejects the deduction, the Buyer may either:

11.4.1 Accept the rejection and mark the shipment as "Rejected," in which case the goods shall be returned to the Seller at the Seller's cost; or

11.4.2 Escalate the dispute to Recykal Ops in accordance with the applicable policy.

11.5 The Buyer shall upload the debit note PDF within 48 hours of the Seller's acceptance of deduction. Recykal's systems will use AI OCR to read the debit note amount and compare it to the calculated deduction.

11.6 If the amount is less than or equal to the calculated deduction, the shipment shall be marked "Delivered."

11.7 If the amount exceeds the calculated deduction, a variance alert shall be raised, and the Buyer must provide a written justification to confirm or skip and re-upload later.

11.8 Late payment may result in suspension of Buyer's account and further escalation.

12. User Onboarding and Authority

12.1 Users may initiate onboarding through the Platform or through offline channels facilitated by the Company's representatives. Following the initial application, the Company reserves the right to conduct comprehensive offline verification checks. These checks may be performed directly by the Company or through designated third-party agencies to verify the User's credentials, financial standing, and operational capacity.

12.2 Where an account is created, the User represents and warrants that: The individual initiating the process is duly authorised to bind the User to these terms. All documentation and information provided whether digital or physical is accurate, current, and complete. The Users shall provide full cooperation for any third-party audits or site visits required during the verification phase. Any actions taken under the created account shall be deemed legally binding upon the User.

12.3 The Company shall not be liable for inaccuracies supplied by the User during onboarding.

13. Logistics & Delivery

13.1 Where logistics are arranged by the Company through third-party transport partners, such transport partners shall act as independent contractors. While the Company shall provide logistics assistance, it shall not be liable for delays, loss, damage, or short delivery arising due to acts or omissions of third-party logistics providers, force majeure events, governmental actions, road conditions, strikes, accidents, or other causes beyond its reasonable control.

13.2 Upon delivery, the Buyer shall promptly inspect the goods and notify the Seller through the Platform for any visible damage, shortage, or discrepancy at the time of delivery. Failure to provide such notice within 48 hours of delivery shall be deemed acceptance of the products in good condition.

13.3 Delivery timelines, dispatch schedules, and cut-off times are mentioned on a transaction-specific basis by the Seller.

13.4 Any insurance coverage maintained by the Company, if applicable, shall be subject to the terms, conditions, deductibles, and limitations of the relevant insurance policy. Under no circumstances shall the Company be liable for indirect, incidental, special, or consequential losses, including loss of profit, business interruption, or loss of market.

14. Invoicing, Taxes & Payments

14.1 Unless otherwise agreed in writing, tax invoices in relation to transactions carried out through the Platform have to be issued by the Users. However, Recykal shall raise invoices towards the platform fees to the users.

14.2 Invoices are generally delivered via electronic means, including email and/or WhatsApp, and may also be made available within the Apps or through download links, as may be operationally implemented from time to time.

14.3 You are responsible for all applicable taxes (including GST, TDS/withholding taxes, and any other statutory levies) relating to transactions conducted through the Platform, in accordance with applicable law.

14.4 Payment methods may include bank transfers, payment through gateway and other channels enabled from time to time; such details, where applicable, are ordinarily handled by payment gateways or banks, subject to their own terms and privacy practices.

15. Data Access, Sharing and Downloads

15.1 The User acknowledges and agrees that, for the purposes of onboarding, verification, transaction facilitation, quality control, logistics coordination, payment processing, dispute resolution, audit, compliance, fraud prevention, and other legitimate business purposes connected with the Platform, Recykal may collect, store, process, view, generate, reproduce, download, share, disclose, and otherwise make available all or certain information and documents submitted by a User to other Users and to Recykal, as may be necessary for the operation of the Platform.

15.2 Without prejudice to the generality of the foregoing, a Seller acknowledges that documents and information uploaded by the Seller, including KYC documents, product details, invoices, photographs, dispatch documents, certificates, authorizations, and other transaction-related records, may be made available for download, access, review, and use by the relevant Buyer, and vice versa, to the extent required for the applicable transaction, verification, compliance, and internal record-keeping purposes.

15.3 The User further acknowledges that such sharing may occur:

• prior to transaction confirmation, where required for onboarding, due diligence, or verification;
• after Purchase Order placement, for transaction execution;
• after dispatch or delivery, for reconciliation, documentation, audit, or dispute handling;
• upon request by Recykal, its affiliates, service providers, auditors, legal advisors, where reasonably necessary or legally required;
• pursuant to any applicable laws, rules, regulations or order of any court or regulatory or government authority having jurisdiction over the User.

15.4 Each User expressly consents to such access, sharing, storage, and download of its own documents and information by the other relevant User and by Recykal, subject to applicable law and the terms of the Privacy Policy.

15.5 Users shall use any documents or information obtained from the Platform solely for lawful and Platform-related purposes and shall not misuse, reproduce, circulate, publish, or disclose such documents or information except as permitted under these Terms or applicable law.

15.6 Any User who receives documents or information from another User or from Recykal shall maintain the confidentiality of such documents and information and shall not use the same for any purpose unrelated to the transaction or Platform activity for which the same was shared.

15.7 Recykal shall be entitled to retain copies, logs, and records of such documents and downloads for internal operational, security, audit, statutory, and dispute resolution purposes, in accordance with its retention policy and applicable law.

15.8 Users shall be solely responsible for the accuracy, authenticity, legality, validity, completeness, and regulatory compliance of all documents, records, invoices, certificates, quality reports, returns, licenses, photographs, and other information uploaded, shared, transmitted, or made available by them on the Platform. Recykal acts solely as an intermediary technology platform and shall not be responsible or liable for verifying, validating, auditing, or guaranteeing the genuineness, correctness, legality, or enforceability of any such documents or information uploaded by any User.

16. Data Processing Consent

The User expressly consents to the collection, storage, processing, use, transfer, sharing, disclosure, download, and retention of its information and documents by Recykal, its affiliates, service providers, logistics partners, payment partners, verification agencies, auditors, advisors, and other Users, for the purposes set out in these Terms and the Privacy Policy.

The User further acknowledges that certain information may constitute personal data or sensitive business information and agrees that such data may be processed in accordance with Applicable law and the Privacy Policy.

Recykal shall implement commercially reasonable security measures for protection of User data but does not guarantee that unauthorized access, cyberattacks, data loss, or security breaches will never occur.

17. Buyer Representations

The Buyer represents and warrants that:

17.1 they are not prevented from agreeing this Terms of Use under any law for the time being in force and it has the adequate authority to accept this Terms of Use.

17.2 there is no order decree or judgment passed against them that is likely to affect respective financial obligations as may be created during the usage of the Platform or a suit or legal proceeding pending or threatened against them so as to prejudicially impair your financial soundness.

17.3 they hold all necessary licenses, registrations, and environmental clearances (including any required EPR certificates) to receive, store and process the purchased materials.

17.4 they will handle, store, recycle, or dispose of purchased materials only in compliance with applicable laws, including waste management rules and environmental laws.

17.5 they shall not use the Platform to acquire materials in violation of any Central Pollution Control Board (CPCB) or State Pollution Control Board (SPCB) directions.

17.6 they shall indemnify Recykal against any claim, penalty, or loss arising from a breach of these representations.

18. Seller's Representations

The Seller hereby represents and warrants that:

18.1 they are not prevented from agreeing this Terms of Use under any law for the time being in force and it has the adequate authority to accept this Terms of Use.

18.2 there is no order decree or judgment passed against them that is likely to affect respective financial obligations as may be created during the usage of the Platform or a suit or legal proceeding pending or threatened against them so as to prejudicially impair your financial soundness.

18.3 all goods listed for sale on the Platform are owned by the Seller and are free from any encumbrances, liens, pledges, security interests, or any other third-party claims.

18.4 the goods offered for sale do not constitute hazardous waste, biomedical waste, or any other material whose sale or trade is prohibited under applicable Indian laws.

18.5 the photographs, descriptions, and specifications provided in each listing accurately and truthfully represent the actual goods being offered for sale.

18.6 the Seller holds, and shall maintain throughout the term of using the Platform, all necessary licenses, registrations, consents, and authorizations to lawfully sell such goods under applicable laws.

18.7 the Seller shall comply with all applicable waste management and environmental laws, including but not limited to the Plastic Waste Management Rules, 2016 (as amended), the E-Waste (Management) Rules, 2022, and the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016.

18.8 the Seller shall indemnify, defend, and hold harmless Recykal from and against any and all claims, penalties, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the foregoing representations and warranties.

18.9 the Seller shall be solely responsible for the accuracy and legality of all information and documents submitted for any rating, assessment, or verification process conducted through or in connection with the Platform.

19. User Representations

19.1 The User shall not infringe upon or violate any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity.

19.2 The User has full power and authority to accept the Terms, and to use the Platform hereunder.

19.3 The User will use the Platform and Services for business purposes only.

20. Compliance with Laws

Users agree to comply with all applicable laws in connection with their use of the Platform, including but not limited to:

• Plastic Waste Management Rules, 2016 (as amended)
• E-Waste (Management) Rules, 2022
• Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
• Registered on the centralized online portal as per Central Pollution Control Board
• Any other applicable waste management laws in force in India

21. Account Registration, Verification & Security

21.1 To access certain features or services of the Platform, you may be required to create an account. At the time of registration, you shall provide accurate, complete and current information, including but not limited to mobile number, company name, GSTIN and other details as may be requested from time to time. Where a valid GSTIN is provided, certain business details may be retrieved from authorised third-party data service providers or from publicly available or government-maintained databases. You agree that all information you provide to register with this Platform is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

21.2 Account verification is presently carried out using one-time passwords (OTPs) delivered over SMS and/or WhatsApp to your registered mobile number. Certain KYC, document review or credit checks may be carried out at later stages of the business relationship, including with the assistance of third-party service providers, and we may obtain certain information about you from public/government sources.

21.3 Multiple accounts: The Company reserves the right to limit, merge or suspend multiple accounts where we believe they may be misleading, abusive or otherwise inappropriate.

21.4 Login credentials are generally managed via mobile number and OTP. You are responsible for maintaining the confidentiality of your device and OTPs and for all activities that occur under your account. Account sharing is not permitted as a matter of policy and you also acknowledge that your account is personal to you and agree not to provide any other person with access to or use of your login credentials or any other security information. You agree to immediately notify us of any unauthorised access or suspicious activity relating to your account or any other breach of security. You also agree to log off your account after each session and should be cautious while accessing your account from a public or shared computer so that others are not able to view or record your login credential or other personal information.

21.5 We reserve the right to withdraw or amend this Platform, and any service we provide on the Platform, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

21A. Seller Ratings and Assessments

• The Platform may display ratings, assessments, scores, badges, categorizations, or other evaluative indicators ("Ratings") relating to Sellers, which may be generated, assigned, or provided by independent third-party service providers, based on information, documents, data, transaction history, declarations, or other materials submitted by the relevant Seller and/or available from third-party sources.
• The User acknowledges and agrees that such Ratings are provided solely for general informational and facilitative purposes and do not constitute any representation, warranty, certification, endorsement, guarantee, or assurance by Recykal regarding the credibility, financial standing, regulatory compliance, operational capability, quality standards, creditworthiness, performance, reliability, or legality of any Seller.
• Recykal does not independently verify, audit, validate, or guarantee the accuracy, completeness, authenticity, or correctness of any information or documents used for generation of such Ratings and shall not be responsible or liable for any errors, omissions, inaccuracies, delays, changes, suspensions, or withdrawal of such Ratings.
• Buyers and other Users shall independently evaluate and undertake their own due diligence before entering into any transaction with any Seller and shall not rely solely upon any Rating displayed on the Platform.
• Recykal shall not be liable for any loss, claim, damage, dispute, non-performance, fraud, misrepresentation, regulatory non-compliance, tax exposure, insolvency, or other consequence arising from or relating to reliance upon any Rating or assessment displayed on the Platform.
• The Seller represents and warrants that all information and documents submitted for the purpose of obtaining or generating any Rating shall be true, complete, accurate, lawful, and not misleading. The Seller shall be solely responsible for any incorrect, false, manipulated, or misleading information submitted in connection with such Ratings.

22. Nature of the Platform

The Platform facilitates a B2B framework providing digital solutions for purchase and sale of recyclables (metal scrap, plastic material, glass bottles, e-waste, and other materials), logistics coordination, order management. The Platform is currently offered only for use within India, and all transactions are deemed to occur within India, unless expressly agreed otherwise in a separate written agreement.

23. Role of the Company

23.1 The Company shall act solely as a facilitator, enabling transactions between buyers and third-party suppliers without assuming title of the goods. Nothing contained herein shall be construed to create any partnership, joint venture, agency (other than expressly stated), or employment relationship between the Company and any User.

23.2 Orders placed or accepted through the Platform constitute offers and acceptances between the relevant seller and/or the relevant buyer respectively and may be further governed by separate contracts such as purchase orders. In case of inconsistency between these Terms and any such specific written contracts, the latter will ordinarily prevail for the specific transaction, unless expressly agreed otherwise.

23.3 The Platform may display prices, product specifications, availability and other information. Such information may be based on data provided by the Users. The pricing, minimum order quantities (MOQs), credit period, and other transactions-specific conditions may be mutually negotiated and agreed through the Platform. Once confirmed, such agreed terms shall be binding upon the relevant parties. Any ratings, assessments, or scores displayed on the Platform are generated by third-party service providers or automated systems based on information made available by Users or third-party sources and shall not be construed as verification, certification, endorsement, or recommendation by Recykal.

23.4 System-generated documents, including order acknowledgements, or automated notifications, may be issued upon order placement. Such automatically generated documents by themselves, constitute binding acceptance between the users.

24. Limitation of Liability

24.1 To the maximum extent permitted under applicable laws, the Company acts solely as a facilitator through its platform enabling transactions between buyers and sellers. The Company does not take title to any Product, does not act as a principal in any transaction and does not have custody, possession, or control over any goods listed, sold, or delivered through the Platform.

24.2 The Company shall not be liable to any User or third party for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill arising out of or in connection with:

• the quality, quantity, condition, grade, composition, safety, or legality of any Product;
• any delay, non-delivery, mis-delivery, damage, or loss of goods caused by sellers, buyers, logistics partners, or any third party;
• any act, omission, breach, misrepresentation, insolvency, or default of any seller, buyer, or other User;
• any quality control report, deduction, debit note, weighbridge slip, or other transaction document uploaded by any User;
• any dispute between Users, including disputes related to payment, rejection of goods, pricing, or logistics;
• any inaccuracy, incompleteness, or falsity of any listing, photograph, description, or specification provided by a seller; or
• any forged, manipulated, inaccurate, misleading, fraudulent, or non-compliant document or information uploaded by any User on the Platform.

Notwithstanding anything contained herein, the Company's total aggregate liability for any claim arising out of or relating to these Terms or the Platform, regardless of the legal theory, shall not exceed the lesser of (a) the total fees actually paid by the claiming User to the Company in the three months immediately preceding the event giving rise to the liability, or (b) ₹10,000 (Indian Rupees Ten Thousand Only), whichever is lower. In no event shall the Company be liable for any claim brought more than two months after the cause of action arose.

25. License and Ownership

25.1 The Platform and all their modules are the copyrighted property of Rapidue Technologies Private Limited.

25.2 All content is protected by copyright and/or other intellectual property rights.

25.3 Any rights not specifically granted in the Terms Of Service, additional agreements, or these Terms of Use are reserved by Rapidue Technologies Private Limited.

25.4 You do not acquire any ownership rights on the Platform.

25.5 Any unauthorized use of content will immediately terminate the permission or usage access granted to you.

25.6 You must abide by all additional restrictions (which may be updated from time to time).

25.7 Recykal reserves the right, in its sole discretion, to suspend or terminate your account, restrict access to the Platform, or remove any listing at any time with or without notice, including but not limited to: (i) violation of these Terms; (ii) suspected fraud or illegal activity; (iii) non-payment of amounts due; (iv) complaints from other users; (v) requests from law enforcement; or (vi) any other reason deemed necessary by Recykal. Termination does not relieve you of any obligations accrued prior to termination.

26. Intellectual Property Rights

26.1 Rapidue Technologies Private Limited is the sole owner of all the intellectual rights and interests in the Platform. All title, ownership and intellectual property rights in the Platform shall remain with the Company.

26.2 "Recykal" and any other related icons and logos are trademarks of the Company, and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

26.3 Reproduction or redistribution of the Platform is expressly prohibited and may result in severe civil and criminal penalties.

26.4 You shall be solely responsible for User Content posted or transmitted on the Platform and shall indemnify Recykal against any claim or liability arising from any User Content or information posted or transmitted by You on the Platform.

27. Modifications / Amendments

We may, at any time, for any reason, without assigning such reason, without notice, make changes to the platform, including its look, feel, format, and content; the services provided through the platform; and these Terms of Use.

Any such modifications/amendments as provided for in the clause above will take effect from the time they are posted on the platform. By your continued usage of the Platform upon such changes being posted, you shall be deemed to have accepted such changes.

28. User Indemnification

You agree to indemnify, defend, and hold harmless Recykal (Rapidue Technologies Private Limited), its affiliates, directors, officers, employees, agents, attorneys, licensors, and service providers from and against any and all losses, liabilities, damages, claims, demands, costs, and expenses (including reasonable attorneys' fees and legal costs) asserted against or incurred by Recykal that arise out of, result from, or may be payable because of:

• any breach or non-performance of any representation, warranty, covenant, or agreement made or obligation to be performed by you under these Terms, any Service Agreements, or any Additional Agreements;
• any liability arising out of your subscription to, access of, or use of the Platform (including the Website and Apps);
• your violation of any applicable laws, regulations, or third-party rights, including but not limited to waste management rules, EPR regulations, and environmental laws;
• any dispute between you and another user of the Platform (whether buyer, seller, logistics partner, or other user);
• any content, listing, or information you submit, post, or transmit through the Platform;
• any non-compliance by you with EPR or waste management regulations or any applicable laws, including failure to obtain or maintain valid certificates, registrations, or authorizations; or
• any misrepresentation of the quality, quantity, or legality of any goods listed or sold by you through the Platform.

This indemnification obligation shall survive the termination of these Terms and your account.

29. Grievance Mechanism

29.1 Users may raise any grievance, complaint, or concern relating to the Platform, including any misuse of the Platform or issues concerning the processing, sharing, disclosure, download, retention, or misuse of User information or documents, by contacting us at the details provided below along with complete particulars of the grievance. All such grievances shall be addressed in accordance with applicable laws, the Privacy Policy, and the Company's grievance redressal mechanism. We shall make reasonable efforts to resolve grievances within the timelines prescribed under applicable law.

30. Dispute Resolution

If any dispute arises between the Parties in connection with the validity, interpretation, implementation or alleged breach of any binding provision of this Agreement, and continues to be unresolved for 15 days, such dispute shall be resolved pursuant to Arbitration proceedings governed by the Arbitration and Conciliation Act, 1996 as in force at the time of any such arbitration and as may be amended. The venue of arbitration shall be Hyderabad, Telangana. The Parties shall jointly appoint a single arbitrator. The arbitrator's award shall be substantiated in writing. In case the arbitrator has not decided on the costs of the arbitration proceedings, each Party to the Dispute shall bear its own costs, in relation to the arbitration proceedings. The award shall be binding on the Parties subject to the applicable laws in force and the award shall be enforceable in any competent court of law.

31. Governing Law & Jurisdiction

This Terms of Use and any matters relating to this Agreement shall be governed by and construed in accordance with the laws of India. The Parties submit and agree to the exclusive jurisdiction of the Courts at Hyderabad, Telangana, India.

32. Acceptance of Terms