Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the access to and use of the PrimeServe Facility Solutions web application, mobile application, websites, and all associated services (collectively, the "Platform") operated by Primeserve Facility Solutions, having its registered office at No. 5/1, Jogpalya, Halasuru (Ulsoor), Bengaluru – 560008, Karnataka, India ("PrimeServe", "we", "us", or "our").

These Terms constitute a binding legal agreement between PrimeServe and the business entity ("Buyer", "you", or "your") that registers on, accesses, or transacts through the Platform. By creating an account, browsing the catalog, placing an order, or otherwise using the Platform, you confirm that you have read, understood, and accepted these Terms in their entirety.

2. Acceptance of Terms

Use of the Platform is conditional upon your acceptance of these Terms together with PrimeServe's Privacy Policy, Credit Policy, Shipping & Delivery Policy, and Refund Policy, each of which is incorporated into these Terms by reference. If you do not agree with any part of these Terms or the referenced policies, you must immediately discontinue use of the Platform.

Continued use of the Platform after any modification to these Terms shall constitute deemed acceptance of the modified Terms.

3. About PrimeServe

PrimeServe operates a business-to-business (B2B) procurement platform through which verified business buyers may purchase facility, housekeeping, cleaning, pantry, office, stationery, and related enterprise supplies ("Products"). PrimeServe sources Products from manufacturers, authorized distributors, and wholesale suppliers, and sells such Products to Buyers in its own name and under its own invoice.

4. B2B Nature of the Platform

The Platform is strictly intended for use by registered businesses, partnerships, sole proprietorships, limited liability partnerships, companies, hospitals, hotels, restaurants, cafés, retail establishments, IT companies, multinational corporations, technology companies, and other commercial entities for purchase of goods for business use only.

The Platform is NOT intended for personal, domestic, household, or consumer use. Any individual purchasing goods for personal consumption is not the intended user of the Platform and shall not enjoy any consumer protections that would apply to a consumer transaction.

5. Eligibility

To use the Platform, you must:

• Be a legally registered business entity or an unincorporated business with valid trade documentation;
• Be at least 18 (eighteen) years of age and competent to enter into a contract under the Indian Contract Act, 1872;
• Have the legal authority to bind the business entity on whose behalf you are placing the order;
• Not be a person disqualified or prohibited from contracting under any law in force in India; and
• Not have been previously suspended, blacklisted, or terminated from the Platform.

6. Authorized Representative Clause

Each individual placing an order, accessing the Platform, or transacting on behalf of a business entity ("Authorized Representative") represents and warrants to PrimeServe that:

• They are duly authorized by the Buyer to place orders, accept these Terms, agree to credit terms, receive deliveries, sign delivery challans, and otherwise bind the Buyer in respect of all transactions made through the Platform;
• All actions taken by them on the Platform shall be deemed to be the actions of the Buyer and shall be binding on the Buyer;
• PrimeServe shall not be required to verify the internal authority of any Authorized Representative beyond their assertion at the time of registration or order placement; and
• The Buyer shall indemnify PrimeServe in full against any claim, loss, or liability arising from any unauthorized order placement by any person purporting to act on its behalf.

7. Account Registration

To transact on the Platform, the Buyer must register for an account by submitting accurate and complete information, including (without limitation) business name, registered address, GSTIN (if applicable), PAN, contact details of authorized representatives, and shipping address(es).

The Buyer is solely responsible for maintaining the confidentiality of its account credentials. Any activity that occurs under the Buyer's account shall be deemed to have been performed by the Buyer, regardless of whether it was actually authorized.

8. Business Verification

PrimeServe reserves the right to conduct verification of the Buyer's business credentials at any time, including reviewing GSTIN, PAN, business address, bank account, trade references, and any other documents PrimeServe deems necessary. PrimeServe may approve, reject, suspend, or limit any account at its sole discretion based on the outcome of such verification.

Buyers seeking credit terms are subject to additional verification under the Credit Policy.

9. GST and Billing Details

The Buyer is solely responsible for providing accurate, complete, and up-to-date GSTIN, billing name, billing address, shipping address, PAN, and other tax-related details. The Buyer warrants that the GSTIN provided is valid, active, and matches the legal name of the Buyer.

PrimeServe shall not be liable for any loss of input tax credit (ITC), tax mismatch, GSTR reconciliation failure, or any other tax-related consequence caused by inaccurate, incomplete, or outdated information provided by the Buyer. Once an invoice has been issued and the relevant GST return filed, PrimeServe shall not be obligated to re-issue, amend, or correct any invoice except where required under applicable GST law.

10. User Responsibilities

The Buyer shall:

• Use the Platform only for lawful business purposes;
• Not interfere with the operation, security, or integrity of the Platform;
• Not attempt to access any portion of the Platform that is not made available to the Buyer;
• Not scrape, copy, harvest, or extract product data, pricing, images, or catalog information for any commercial use, competitive analysis, or republication;
• Not impersonate any other person or entity;
• Cooperate with PrimeServe in connection with any audit, dispute, or compliance matter; and
• Comply with all applicable laws, including taxation, anti-money laundering, anti-bribery, and consumer protection laws.

11. Product Information and Catalog Accuracy

PrimeServe makes good-faith efforts to ensure that product descriptions, specifications, dimensions, weights, packaging details, and ingredient information displayed on the Platform are accurate. However, the Buyer acknowledges that:

• Product information may be supplied by manufacturers or distributors and may contain errors, omissions, or out-of-date specifications;
• PrimeServe does not warrant that all information is complete, current, or free from typographical or other errors; and
• In case of discrepancy, the actual product specifications declared by the manufacturer on the product packaging shall prevail.

12. Product Images and Descriptions Disclaimer

All product images displayed on the Platform are for illustrative purposes only. While PrimeServe takes care to ensure that images accurately represent the product, the actual product packaging, labeling, color, design, batch number, or minor design elements may vary from the images displayed due to manufacturer changes, batch variation, or stock rotation. The actual product delivered shall match the specification, brand, and grade ordered, even if the packaging design differs from the image displayed.

13. Pricing

All prices listed on the Platform are quoted in Indian Rupees (INR) and are exclusive of applicable Goods and Services Tax (GST), which shall be added at the prevailing rate at the time of invoice generation. Prices are subject to change without prior notice. The applicable price for any order shall be the price displayed at the time the order is confirmed by PrimeServe.

PrimeServe reserves the right to correct any pricing errors and, in the event of a manifest pricing error (where the displayed price is significantly lower than the actual market price due to system, data, or human error), to cancel the order and refund any amount paid, without further liability.

14. GST, Taxes, and Invoice Generation

PrimeServe shall issue a tax invoice for each order in compliance with applicable GST law, containing the Buyer's GSTIN, billing name, address, HSN/SAC codes, tax breakup, and total amount. The Buyer agrees to receive invoices in electronic form, including via email or download from the Platform.

Upon dispatch of goods, the invoice shall be deemed accepted by the Buyer unless an objection is raised in writing within 7 (seven) days of receipt of the invoice. Post such period, no objection to the invoice shall be entertained except in the case of a clear and demonstrable arithmetical or tax-related error.

15. Order Placement

The Buyer may place an order through the Platform by adding products to the cart, providing required details, selecting a payment method, and submitting the order. An order placed by the Buyer constitutes an offer to purchase the selected products from PrimeServe on the terms set out in these Terms and the referenced policies.

16. Order Acceptance and Rejection

All orders are subject to acceptance by PrimeServe. The order shall be deemed accepted only when PrimeServe issues an order confirmation (in writing, by email, or via the Platform). PrimeServe may, at its sole discretion, reject or partially reject any order, including but not limited to the following circumstances:

• Stock unavailability;
• Pricing or catalog error;
• Failure of payment authorization;
• Failure of credit verification or breach of credit limit;
• Suspected fraud, misrepresentation, or unauthorized order;
• Delivery address being outside the serviceable area;
• Buyer being on credit hold or under suspension; or
• Any compliance or regulatory concern.

In case of order rejection, PrimeServe shall refund any amount already paid by the Buyer in respect of the rejected order, in accordance with the Refund Policy.

17. Purchase Order Process

Where the Buyer is a corporate or enterprise buyer with internal procurement protocols, the Buyer may place orders by issuing a digital purchase order (PO) through the Platform. Each PO shall contain item-wise details, quantities, unit prices, GST, delivery address, and authorized signatory details. The PO, once accepted by PrimeServe, shall form the basis of the transaction together with these Terms.

18. Delivery Challan Process

All deliveries shall be accompanied by a delivery challan (DC) generated by PrimeServe, containing item-wise details, quantities, batch numbers (where applicable), and the corresponding invoice reference. The Buyer's authorized representative at the delivery location shall verify the DC against the goods received and shall sign and stamp the DC as acknowledgment of receipt. The signed DC shall serve as conclusive proof of delivery, subject to the discrepancy reporting clause.

19. Partial Fulfillment

PrimeServe may, at its discretion, fulfill an order in full or in part. Where partial fulfillment is necessary due to stock unavailability, PrimeServe shall notify the Buyer and may dispatch the available items immediately and either (a) dispatch the balance items as soon as available; or (b) cancel the unfulfilled portion of the order and refund the corresponding amount in accordance with the Refund Policy.

20. Product Availability

Inclusion of any product on the Platform does not guarantee its availability at the time of order placement. Stock levels are dynamic and may change between the time of cart addition and order confirmation. PrimeServe reserves the right to cancel any order or portion of an order due to stock unavailability without further liability beyond refund of amounts already paid.

21. Product Substitution

PrimeServe shall not substitute any ordered product with an alternative product, brand, or grade without the prior written consent of the Buyer. Where a substitute is offered and accepted by the Buyer, the substitute product shall be deemed to be the product ordered for all purposes including pricing, invoicing, return, and refund.

22. Payment Methods

PrimeServe accepts the following payment methods, subject to availability and Buyer eligibility:

• Advance payment by credit card, debit card, or net banking through the integrated payment gateway (Razorpay or such other gateway as PrimeServe may engage from time to time);
• Unified Payments Interface (UPI);
• Cash on Delivery (COD), subject to operational and security limits set by PrimeServe;
• Bank transfer (NEFT/RTGS/IMPS) to PrimeServe's designated bank account; and
• Credit terms, subject to approval and the Credit Policy.

Payment-related disputes arising from the operation, success, or failure of any third-party payment gateway shall be addressed in accordance with the policies of the relevant payment gateway. PrimeServe shall not be liable for any failure, delay, or error attributable to a third-party payment gateway.

23. Credit Orders

Credit orders are governed by the PrimeServe Credit Policy, which is incorporated into these Terms by reference. Credit is granted at PrimeServe's sole discretion, is subject to verification, may be revoked or limited at any time, and is conditional upon timely payment of all outstanding amounts. Late payment shall attract late payment charges, credit suspension, order hold, recovery action, and other remedies as set out in the Credit Policy.

24. Delivery Terms

All deliveries are governed by the PrimeServe Shipping & Delivery Policy. PrimeServe shall use commercially reasonable efforts to deliver within the estimated timelines published on the Platform. Delivery timelines are estimates and not guarantees, and PrimeServe shall not be liable for delays caused by circumstances outside its reasonable control, including without limitation traffic conditions, weather, civil disturbance, supplier delays, force majeure events, or inaccurate delivery information provided by the Buyer.

25. Returns, Replacements, Refunds, and Cancellation

Returns, replacements, refunds, and cancellations are governed by the Refund Policy and applicable provisions of the Shipping & Delivery Policy. The Buyer shall comply with the reporting timelines, documentation requirements, and product condition requirements set out in those policies. Failure to comply shall result in rejection of the return, replacement, or refund request.

26. Buyer Inspection Obligation at Delivery

The Buyer shall, at the time of delivery, inspect the consignment in the presence of the delivery personnel for the following:

• Number of cartons / packages against the delivery challan;
• Visible damage, leakage, or tampering of packaging;
• Quantity and item-wise verification (where time permits);
• Match with order details on PO and DC; and
• Any visible defect or shortage.

Any visible discrepancy must be recorded on the DC at the time of delivery and reported to PrimeServe within 24 (twenty-four) hours, with photographic and video evidence as applicable.

27. Proof of Delivery

Acknowledgment of delivery may be captured through one or more of the following: (a) signature on physical delivery challan with stamp where applicable; (b) digital signature or OTP verification on the Platform; (c) photograph of received goods at the delivery location; or (d) GPS-tagged timestamp of delivery. Such proof of delivery shall constitute conclusive evidence of delivery, subject only to discrepancies reported within the timeline specified in the Shipping & Delivery Policy.

28. Discrepancy Reporting

All discrepancies (visible damage, shortage, wrong item, leakage, expiry issues, or quality concerns) must be reported to PrimeServe at the support email or phone number listed on the Platform within 24 (twenty-four) hours of delivery, accompanied by photographic and/or video evidence, the order number, the delivery challan number, and a clear description of the issue. Discrepancies reported after this window may be rejected at PrimeServe's discretion.

29. Prohibited Activities

The Buyer shall not, and shall not permit any of its representatives to:

• Use the Platform for any unlawful, fraudulent, or harmful purpose;
• Place orders without intent to pay or with the intent to fraudulently claim returns, refunds, or chargebacks;
• Resell, redistribute, or rebrand PrimeServe products in any manner that misrepresents their origin or quality;
• Reverse-engineer, decompile, scrape, or otherwise attempt to derive the source code, structure, or pricing logic of the Platform;
• Introduce viruses, malware, or other harmful code to the Platform;
• Interfere with or disrupt the Platform's servers, networks, or security mechanisms;
• Engage in any conduct that abuses, harasses, or threatens any PrimeServe employee, supplier, delivery personnel, or representative; or
• Use the Platform in any manner that violates applicable law.

30. Fraud Prevention

PrimeServe employs internal controls and may use third-party fraud-detection services to prevent and detect fraudulent activity, including (without limitation) suspicious order patterns, payment fraud, account takeover, and false return or shortage claims. PrimeServe reserves the right to suspend, cancel, or refuse any order, suspend any account, withhold any refund, and report suspected fraud to law-enforcement authorities, where it has reasonable grounds to believe fraud is occurring.

31. Anti-Bypass Clause

Where PrimeServe introduces, connects, or facilitates a relationship between the Buyer and any supplier, distributor, manufacturer, or fulfillment partner ("Introduced Party"), the Buyer agrees that:

• It shall not, for the duration of its relationship with PrimeServe and for a period of 12 (twelve) months thereafter, directly or indirectly engage with the Introduced Party for the supply of products of the same category, with the intention or effect of bypassing the Platform;
• Any breach of this clause shall constitute a material breach of these Terms entitling PrimeServe to suspend or terminate the Buyer's account; and
• PrimeServe reserves all rights and remedies available under law in respect of such bypass, without prejudice to other clauses of these Terms.

32. Pricing Confidentiality (Non-Disclosure)

All prices, discounts, credit terms, volume rates, and quotations made available to the Buyer through the Platform or in any communication from PrimeServe are confidential and proprietary to PrimeServe. The Buyer shall not disclose, reproduce, or share such information with any competitor of PrimeServe, any other procurement platform, or any third party, except where required by law, internal audit, or with PrimeServe's prior written consent. Breach of this clause may, in addition to other remedies, result in account suspension and a claim for damages.

33. Intellectual Property

All intellectual property rights in the Platform, including without limitation the PrimeServe name, logo, trademarks, website design, software code, product images, content, catalog structure, and pricing methodology, are owned by or licensed to PrimeServe. The Buyer is granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for the purpose of placing and managing orders. No other rights are granted to the Buyer.

34. Platform Availability

PrimeServe shall use commercially reasonable efforts to ensure that the Platform is available at all times. However, the Platform may be unavailable due to scheduled maintenance, system upgrades, technical issues, or events outside PrimeServe's reasonable control. PrimeServe shall not be liable for any loss arising from such unavailability, and the Buyer's sole remedy shall be to retry access at a later time.

PrimeServe reserves the right to modify, update, suspend, or discontinue any feature of the Platform at any time without prior notice.

35. Third-Party Services

The Platform may integrate with third-party services, including payment gateways, logistics partners, communication providers, analytics services, and credit assessment partners. PrimeServe is not responsible for the performance, availability, security, or terms of any third-party service. The Buyer's use of such third-party services may be governed by the respective third party's own terms and policies.

36. Payment Gateway Disclaimer

Online payments processed through the Platform are facilitated by Razorpay (or such other payment service provider as PrimeServe may engage). PrimeServe does not store full credit card or banking credentials. Any failure, delay, or error in the processing of an online payment shall be addressed in accordance with the policies of the relevant payment service provider. PrimeServe's liability is limited to refund of any amount actually received by PrimeServe in respect of an unfulfilled order.

37. Limitation of Liability

To the maximum extent permitted by applicable law:

• PrimeServe's aggregate liability to the Buyer arising out of or in connection with any single order, claim, or series of related claims shall not exceed the total amount actually paid by the Buyer to PrimeServe for the specific order giving rise to the claim;
• PrimeServe shall not be liable for any indirect, incidental, consequential, exemplary, special, or punitive damages, including without limitation loss of profit, loss of business, loss of goodwill, loss of data, loss of opportunity, or business interruption;
• PrimeServe shall not be liable for any loss arising from the Buyer's misuse of products, failure to follow product instructions, or use of products by untrained personnel; and
• Nothing in these Terms shall limit any liability that cannot be excluded or limited under applicable law.

38. Indemnity

The Buyer shall indemnify, defend, and hold harmless PrimeServe, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any breach of these Terms by the Buyer;
• Any unauthorized order placed using the Buyer's account;
• Any inaccurate or false information provided by the Buyer (including incorrect GSTIN, billing or shipping information);
• Any misuse of products purchased through the Platform;
• Any breach of applicable law by the Buyer; and
• Any third-party claim arising from the Buyer's actions or omissions.

39. Suspension or Termination of Account

PrimeServe may suspend, restrict, or terminate the Buyer's account at any time, with or without notice, in the event of:

• Breach of these Terms or any referenced policy;
• Non-payment or overdue payment;
• Suspected fraud, misrepresentation, or unauthorized activity;
• Insolvency, bankruptcy, or initiation of winding-up proceedings against the Buyer;
• Repeated false claims of damage, shortage, or non-delivery;
• Violation of the anti-bypass or pricing confidentiality clauses;
• Court or regulatory order; or
• Any other circumstance which, in PrimeServe's reasonable opinion, warrants suspension or termination.

Termination shall not relieve the Buyer of any obligation to pay outstanding amounts, indemnity obligations, confidentiality obligations, or any other obligation that by its nature survives termination.

40. Non-Payment and Overdue Dues

Where the Buyer fails to pay any amount due to PrimeServe by the applicable due date, PrimeServe may, in addition to remedies under the Credit Policy:

• Suspend further deliveries and place existing orders on hold;
• Levy late payment charges as set out in the Credit Policy;
• Initiate recovery proceedings (including under MSME Samadhaan, where applicable);
• Set off the overdue amount against any refund or credit note due to the Buyer; and
• Refer the matter to a collection agency or commence legal proceedings, recovering all costs (including legal fees) from the Buyer.

41. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, riot, strike, labor dispute, governmental action, regulatory order, internet or telecommunications failure, transportation failure, or supplier default ("Force Majeure Event"). The affected party shall promptly notify the other and take reasonable steps to mitigate the impact. If a Force Majeure Event continues for more than 30 (thirty) days, either party may terminate the affected order without further liability.

42. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of India.

43. Dispute Resolution and Jurisdiction

Any dispute, claim, or controversy arising out of or in connection with these Terms or any transaction conducted through the Platform shall first be addressed through good-faith negotiation. If the dispute is not resolved within 30 (thirty) days of written notice, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties (failing which, by such procedure as the Act prescribes), the seat and venue of arbitration shall be Bengaluru, Karnataka, India, and the language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

Subject to the arbitration clause above, the courts at Bengaluru, Karnataka, India shall have exclusive jurisdiction over all matters arising out of or in connection with these Terms.

44. Amendments to Terms

PrimeServe reserves the right to amend these Terms at any time. The amended Terms shall be posted on the Platform with an updated "Last updated" date. The Buyer's continued use of the Platform following the posting of amended Terms shall constitute deemed acceptance of the amended Terms. Where any amendment materially affects the Buyer's rights or obligations, PrimeServe shall use reasonable efforts to provide notice through email or in-app notification.

45. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be replaced with a valid, legal, and enforceable provision that most closely reflects the intent of the original.

46. Waiver

No failure or delay by PrimeServe in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise of the same.

47. Entire Agreement

These Terms, together with the Privacy Policy, Credit Policy, Shipping & Delivery Policy, and Refund Policy, constitute the entire agreement between PrimeServe and the Buyer in respect of the use of the Platform and the supply of products through the Platform. They supersede all prior agreements, understandings, and communications, whether written or oral, except where a separate written agreement is signed between PrimeServe and an enterprise Buyer for a specific scope of supply.

48. Contact Details

For any query, complaint, or notice in respect of these Terms, the Buyer may contact PrimeServe at:

• Email: info@primeservefs.com
• Phone: +91 7795242918
• Registered Address: No. 5/1, Jogpalya, Halasuru (Ulsoor), Bengaluru – 560008, Karnataka, India
• Business Hours: Monday to Saturday, 9:00 AM to 9:00 PM IST
• Chat & Call Support: 24/7

49. Legal Review Disclaimer

These Terms have been prepared as a draft for the operation of PrimeServe. Buyers and PrimeServe are advised to seek independent legal advice before relying on any specific provision. Nothing in these Terms is intended to constitute legal advice from PrimeServe to the Buyer.