Terms of Service

1. Parties and Description of Services

These Terms of Service ("Terms") are entered into between you ("Merchant", "User", "you") and Rubytronix IT soluitons, incorporated under the Companies Act, 2013, with its registered office in Bangalore, Karnataka, India ("Dgtol", "we", "us", "our").

Dgtol is a technology platform that enables Indian merchants to:

• Create and operate a branded digital storefront (store.dgtol.in/shopname)
• Accept online payments via UPI, credit/debit cards, and digital wallets through Cashfree Payments
• Manage orders, inventory, and customer relationships
• Maintain a digital credit ledger ("Khata") for credit transactions
• Generate GST-compliant invoices and export data for tax filing
• Track EMI installments, access analytics, and use AI-assisted follow-up tools

2. Account Registration & Eligibility

2.1 Eligibility

To use the Platform, you must:

1. Be at least 18 years of age
2. Be legally authorised to operate a business in India
3. Be the rightful owner or duly authorised representative of the business you register
4. Have the legal capacity to enter into binding contracts under Indian law

2.2 Account Accuracy

You agree to provide accurate, current, and complete information at registration and to keep it updated. Providing false, misleading, or fraudulent information is a material breach of these Terms and grounds for immediate account termination.

2.3 Account Security

You are solely and entirely responsible for: (a) maintaining the confidentiality of your login credentials; (b) all activities that occur under your account, regardless of whether authorised by you; (c) notifying Dgtol immediately at support@dgtol.in upon discovering any unauthorised use.

Dgtol will not be liable for any loss or damage arising from your failure to maintain account security.

2.4 One Account Per Business

Each legal business entity may maintain one active Dgtol account. Creating duplicate accounts to circumvent restrictions, earn referral benefits unlawfully, or evade a suspension is strictly prohibited.

3. Subscription & Payment Terms

3.1 Subscription Fee

Access to the Platform requires a paid monthly subscription at the prevailing rate (currently not yet decided , when applied you need to adhere to it). Dgtol reserves the right to change pricing with 30 days' written notice. Continued use after the notice period constitutes acceptance of the new price.

3.2 Billing Cycle & Auto-Renewal

Subscriptions are billed monthly in advance and renew automatically on the same calendar date each month. You authorise Dgtol to charge your saved payment method on each renewal date. It is your responsibility to cancel before the renewal date if you do not wish to continue.

3.3 Free Trial

Where a free trial is offered, you will not be charged until the trial period expires. Saving a payment method during the trial does not constitute a charge. Unused trial days cannot be carried over.

3.4 Payment Failure & Grace Period

If a subscription payment fails, you will have a 7-day grace period to update your payment method. During the grace period, your account remains active. After 7 days without a successful payment, your account will be suspended (data preserved for 90 days). After 90 days of suspension, your account and all associated data may be permanently deleted without further notice.

3.5 Platform Transaction Fees

In addition to the subscription fee, the following platform fees apply to transactions processed through the Platform:

• UPI payments: based on platform monetization strategy.
• Card & wallet payments: Gateway charges apply.
• Cash on Delivery (COD): Gateway charges apply.

These fees are transparently displayed to buyers at checkout. They are separate from and in addition to the subscription fee. Platform transaction fees are non-refundable once a transaction is processed.

3.6 GST on Subscription

GST at 18% applies to subscription fees as required by law. GST-registered merchants may claim input tax credit on their subscription. Dgtol's GSTIN will appear on every invoice raised to you.

4. Merchant Obligations & Representations

By using the Platform, you represent, warrant, and irrevocably agree that:

• Your business is legally registered and compliant with all applicable Indian laws, including the relevant GST Acts, FSSAI (for food businesses), Shops & Establishments Acts, and any sector-specific regulations
• All product listings are truthful, accurate, and do not misrepresent the goods or services you offer. You will not list prohibited, restricted, counterfeit, illegal, or hazardous products
• You are solely responsible for the accuracy of all GST information (GSTIN, HSN/SAC codes, tax rates, buyer GSTIN) entered into the Platform. Dgtol generates invoices based on data you provide and does not verify GST compliance on your behalf
• You will honour all orders placed through your store and fulfil them honestly, within a reasonable timeframe, and exactly as described in your listing
• You will maintain adequate stock for all listed products, and will promptly update or deactivate listings when stock runs out
• You will handle buyer personal data received through the Platform in full compliance with the Digital Personal Data Protection Act, 2023 and any other applicable privacy laws
• You will obtain all necessary business licenses, permits, and regulatory approvals applicable to your business and the specific goods or services you sell
• You will not engage in, facilitate, or promote any activity that is unlawful, deceptive, harmful, or in violation of Cashfree's Merchant Terms or RBI Payment System Guidelines

5. Prohibited Uses

You must not use the Platform to:

1. Sell items prohibited under Indian law, including narcotics, arms, wildlife products, counterfeit goods, or items requiring special licences you do not hold
2. Process fraudulent, fictitious, or circular transactions, or engage in any form of money laundering
3. Artificially inflate transaction volumes, ratings, or reviews
4. Misrepresent your identity, business registration, or the nature of goods or services sold
5. Harass, threaten, or harm buyers, other merchants, or Dgtol employees
6. Scrape, reverse-engineer, decompile, or extract data from the Platform in any unauthorised manner
7. Introduce malware, viruses, Trojans, or any malicious code into the Platform or its infrastructure
8. Attempt to gain unauthorised access to other merchants' accounts, data, or the Platform's backend systems
9. Use the Platform in any manner that violates applicable law, including the IT Act 2000, FEMA, PMLA, or RBI regulations

Violation of any prohibition above constitutes a material breach of these Terms, grounds for immediate account termination without refund, and may be reported to the relevant law enforcement and regulatory authorities.

6. Intellectual Property

6.1 Dgtol's Intellectual Property

The Platform — including its software, source code, design, user interface, trademarks, trade name ("Dgtol"), logos, and all content we create — is the exclusive property of Rubytronix IT soluitons and is protected under the Trade Marks Act, 1999, the Copyright Act, 1957, the Patents Act, 1970, and other applicable Indian and international intellectual property laws. No rights are granted to you beyond what is strictly necessary to use the Services as permitted under these Terms.

6.2 Your Content

You retain ownership of product images, descriptions, your business name, and other content you upload ("Merchant Content"). By uploading Merchant Content, you grant Dgtol a non-exclusive, royalty-free, worldwide licence to host, display, process, transmit, and reproduce your Merchant Content solely for the purpose of providing the Services to you. This licence terminates when you delete the content or close your account.

6.3 Feedback

Any suggestions, ideas, or feedback you submit to Dgtol may be used freely and without compensation, attribution, or restriction — including to improve the Platform or develop new products. You waive any moral rights in such feedback.

7. Payment Processing & Settlements

7.1 Role of Cashfree Payments

All payment processing is performed by Cashfree Payments India Pvt. Ltd. under their merchant agreement. Dgtol provides the technology interface that connects your store to Cashfree, but is not a party to the payment processing relationship between you, your buyers, and Cashfree. Your use of payment processing on the Platform is additionally governed by Cashfree's Merchant Terms of Service.

7.2 Settlement Timelines

UPI settlements are typically T+1 business days; card and wallet settlements are typically T+2 business days. Actual timelines are determined by Cashfree and may vary due to bank processing times, public holidays, or RBI regulations. Dgtol does not guarantee specific settlement timelines and is not liable for delays caused by Cashfree or the banking system.

7.3 Chargebacks & Disputes

Buyer-initiated payment disputes (chargebacks) are handled by Cashfree under their chargeback policy. Dgtol will provide transaction records from our Platform to assist your chargeback defence upon request. However, Dgtol is not responsible for chargeback outcomes, financial losses resulting from chargebacks, or Cashfree's decisions on disputes.

7.4 Merchant Responsibility for Taxes on Transactions

You are solely responsible for collecting, reporting, and remitting all applicable taxes (GST, TDS, etc.) on sales made through your store. Dgtol's invoice generation tool is a convenience feature and does not constitute tax advice. You must verify all tax outputs with a qualified Chartered Accountant.

8. Disclaimer of Warranties

Specifically, Dgtol does not warrant that: (a) the Platform will be available at all times or free from technical errors; (b) GST rates, HSN codes, or tax computations generated by the Platform are current, accurate, or compliant with the latest government notifications; (c) your store will receive any minimum volume of traffic, orders, or revenue; (d) the Platform will be compatible with every device, operating system version, or network condition.

9. Limitation of Liability

Dgtol shall under no circumstances be liable for any:

1. Indirect, incidental, special, consequential, exemplary, or punitive damages
2. Loss of profits, revenue, business opportunities, or goodwill
3. Loss of data or failure of data backup
4. Losses arising from Cashfree's payment processing failures, delays, freezes, or errors
5. Losses arising from a buyer's failure to pay, chargeback, fraud, or non-delivery claims
6. GST assessments, penalties, interest, or audit findings attributable to merchant-provided data
7. Business losses resulting from Platform downtime, scheduled maintenance, or feature modifications
8. Losses arising from third-party service failures including SMS, WhatsApp, internet connectivity, device hardware, or cloud provider outages
9. Losses arising from unauthorised access to your account due to your failure to safeguard credentials

Nothing in these Terms limits your statutory rights under the Consumer Protection Act, 2019, to the extent such rights are applicable to business-to-business technology subscriptions.

10. Indemnification

You agree to indemnify, defend (with counsel of Dgtol's choosing), and hold harmless Dgtol and its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or relating to:

1. Your use of or access to the Services in violation of these Terms or any applicable law
2. Your Merchant Content, product listings, pricing representations, or business practices
3. Any commercial dispute between you and your buyers, including non-delivery, defective products, or refund claims
4. Any GST non-compliance, incorrect GSTIN, or tax liability attributable to your business or the data you provided
5. Any infringement of third-party intellectual property rights by your Merchant Content
6. Any breach of your data handling obligations towards buyers

This indemnification obligation survives termination of your account and these Terms.

11. Dispute Resolution

11.1 Informal Resolution First

Before initiating any formal proceeding, you agree to attempt in good faith to resolve any dispute by contacting support@dgtol.in. We will use commercially reasonable efforts to resolve the dispute within 30 days of your written notice.

11.2 Binding Arbitration

If informal resolution fails, all disputes, controversies, or claims arising out of or relating to these Terms or the Services (including their formation, validity, breach, or termination) shall be finally resolved by binding arbitration administered under the Arbitration and Conciliation Act, 1996 (as amended by the 2015 and 2019 Amendment Acts). The seat of arbitration shall be Bangalore, Karnataka, India. The language of arbitration shall be English. The arbitral tribunal shall consist of a sole arbitrator mutually appointed by the parties within 15 days of notice, failing which, appointed by the Bangalore International Arbitration Centre (BIAC). The arbitration award shall be final, binding, and enforceable in any court of competent jurisdiction.

11.3 Class Action Waiver

YOU IRREVOCABLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE ACTION AGAINST DGTOL. All disputes must be brought on an individual basis only.

11.4 Injunctive Relief

Either party may seek urgent interim relief, injunctions, or other equitable remedies from a court of competent jurisdiction without first going through the informal resolution or arbitration process.

12. Governing Law & Jurisdiction

These Terms are governed by and construed exclusively in accordance with the laws of India, without regard to conflict-of-law principles. Subject to the arbitration clause in Section 11, the courts of competent jurisdiction in Bangalore, Karnataka, India shall have exclusive jurisdiction to hear any disputes not subject to arbitration (including injunctive proceedings).

13. Term & Termination

13.1 Duration

These Terms are effective from the date you first create an account and continue for as long as you maintain an active account on the Platform.

13.2 Termination by You

You may close your account at any time by contacting support@dgtol.in. Your subscription continues until the end of the current paid billing cycle; no partial-period refunds are issued.

13.3 Termination by Dgtol

Dgtol may suspend or permanently terminate your account immediately and without prior notice or refund if:

1. You breach any material provision of these Terms
2. We are required to do so by law, court order, or a regulatory authority (including RBI or SEBI)
3. Your conduct poses a risk to the security, integrity, or reputation of the Platform or other users
4. You provide false, fraudulent, or misleading information at any stage
5. Your account is used in connection with money laundering, fraud, or any criminal activity

13.4 Effect of Termination

Upon termination: (a) your access to the Platform ceases immediately; (b) outstanding subscription amounts remain payable in full; (c) your data will be available for export for 30 days post-termination; (d) after 30 days, data will be deleted per our Privacy Policy (subject to legal retention requirements); (e) Sections 6, 8, 9, 10, 11, 12, and 14 survive termination.

14. Modifications to Terms & Services

Dgtol reserves the right to modify these Terms at any time. Material changes will be communicated via in-app notification and email with at least 14 days' notice. Subscription price changes will be communicated with at least 30 days' notice. Continued use of the Platform after the notice period constitutes your acceptance of the modified Terms. If you do not accept the changes, you must close your account before the effective date.

Dgtol may modify, suspend, or discontinue any feature, tool, or aspect of the Services at any time — including removing features from the current plan — provided we give reasonable advance notice where the change materially impacts your business operations.

15. Force Majeure

Dgtol shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to: acts of God, government actions or prohibitions, internet infrastructure failures, telecommunications outages, power failures, natural disasters, epidemics, pandemics, civil unrest, or failures of third-party cloud, payment, or communications providers. Our obligations will resume as soon as reasonably practicable after the force majeure event ceases.

16. General Provisions

16.1 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect. The affected provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.2 No Waiver

Dgtol's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

16.3 Assignment

You may not assign, transfer, or sublicence your rights or obligations under these Terms without Dgtol's prior written consent. Dgtol may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, with notice to you.

16.4 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and Dgtol with respect to the Platform and supersede all prior representations, warranties, and agreements, whether written or oral.

17. Contact & Grievance Officer