Terms and Conditions

1. Eligibility and Access

• The Platform shall be available only to automobile dealers and partners approved by Kalyani Motors, and such approval shall remain at Kalyani Motors' sole discretion.
• The Dealer shall complete all application, onboarding, membership, verification, KYC, and other requirements specified by Kalyani Motors and shall maintain sufficient Available Account Balance wherever participation in an Auction requires a deposit or hold.
• Kalyani Motors may withhold, restrict, suspend, or revoke access to the Platform or any of its features where applicable requirements have not been satisfied or where Kalyani Motors considers such action necessary.

2. User Account

• For the purposes of these Terms, an "Account" means the dealer or partner account approved by Kalyani Motors for access to the Platform; the Dealer shall not maintain more than one active Account and shall not sell, trade, assign, transfer, or otherwise allow its Account to be transferred to or used by another person.
• The Dealer shall maintain the confidentiality of its login credentials, shall not share its Account or credentials, and shall remain responsible for activity carried out through its Account.
• The Dealer shall ensure that information maintained in its Account remains accurate and current and shall promptly notify Kalyani Motors of any suspected unauthorised access or misuse.
• Kalyani Motors may treat activity carried out through the Dealer's Account as activity authorised by the Dealer, subject to applicable law and the circumstances of the matter.

3. Onboarding and KYC

• Kalyani Motors may require company details, contact information, business address, PAN, GSTIN, Aadhaar, photographs or scans of documents, and such other information as may be reasonably required for onboarding, verification, account administration, compliance, security, or Platform operations.
• The Dealer shall ensure that all information and documents submitted to Kalyani Motors are true, complete, accurate, valid, and current and shall provide updated information or documents whenever reasonably required.
• False, misleading, incomplete, fraudulent, or invalid information may result in rejection, restriction, suspension, or termination of access at Kalyani Motors' sole discretion.

4. Vehicle Listings

• Vehicles displayed on the Platform are pre‑owned vehicles made available for dealer auction and may be accompanied by photographs, specifications, inspection notes, condition information, and other details intended to assist the Dealer in evaluating the Vehicle before bidding.
• Vehicles are generally inspected through Kalyani Motors True Value, subject to the inspection materials provided for the relevant listing, and such materials shall be reviewed by the Dealer before placing any Bid.
• The Dealer shall carefully evaluate the information made available through the Platform and shall be responsible for its bidding decision, and Kalyani Motors may correct listing information or withdraw a Vehicle from an Auction where required.

5. Auctions and Bidding

• Auctions may be conducted in different formats, and the applicable format, bidding period, minimum price, participation requirements, and other Auction conditions shall be communicated through the Platform for the relevant Auction.
• Every Bid submitted through the Platform shall constitute a firm commitment and genuine intention to purchase the relevant Vehicle at the Bid amount, and by placing a Bid, the Dealer confirms that it has reviewed the available Vehicle information, has the authority to place the Bid, and has the ability and intention to complete the transaction if the Vehicle is awarded.
• Once placed, a Bid shall be final and shall not be withdrawn, cancelled, or modified during the applicable bidding period; being the highest bidder shall not, by itself, create any right or entitlement to an Award, and the final decision to make, decline, or otherwise determine an Award shall rest solely with Kalyani Motors.
• Kalyani Motors may take appropriate action in relation to an Auction or Bid where it identifies any irregularity, fraud, manipulation, technical issue, security issue, system error, or other circumstance affecting the integrity of the Auction.

6. Account Balance and Participation Holds

• The Dealer may maintain an Account Balance on the Platform by adding funds through the payment methods made available by Kalyani Motors, and such Account Balance may be used for participation deposits, holds, booking adjustments, charges, and other permitted dealer payments; its primary purpose includes demonstrating the Dealer's financial commitment to participating in Auctions and discouraging fake, unserious, or non‑genuine bidding.
• Where a participation deposit or hold is required, Kalyani Motors may place the applicable amount on hold against the Dealer's Available Account Balance, including against the leading bidder during an Auction; any held amount shall remain unavailable for other use until released or otherwise adjusted.
• Where a Vehicle is to be awarded and the required deposit or hold is not already held against the Dealer for that Vehicle, Kalyani Motors may place the required amount on hold from the Dealer's Available Account Balance before confirming the Award.
• The Dealer shall maintain sufficient Available Account Balance to meet applicable participation holds and other transaction obligations, and Kalyani Motors may hold, debit, release, adjust, or deduct applicable amounts in connection with Auctions, Awards, Deals, charges, or other obligations.
• Where withdrawals are made available, they shall remain subject to the eligibility, verification, settlement, and processing requirements communicated through the Platform, and outstanding charges may affect the Dealer's ability to withdraw or participate in further Auctions.

7. Awards and Deals

• Where a Vehicle is awarded to the Dealer, the Award shall be subject to the acceptance process and time period communicated through the Platform, and the Award or related transaction screen may specify the Vehicle price, applicable deposit or booking amount, GST, RC‑related charges, other transaction charges, amounts already held or adjusted, remaining amount payable, deadlines, and applicable consequences.
• Acceptance of an Award shall create a Deal, and the Dealer shall complete the Deal in accordance with the applicable payment, documentation, delivery, and other transaction requirements.
• Declining an Award or failing to respond within the stated period may result in loss of the Award and may attract applicable charges or adjustment of amounts held where such consequences are disclosed in the applicable Award or transaction terms.
• Where appropriate, Kalyani Motors may make the Vehicle available to another eligible Dealer.

8. Transaction Terms and Order of Precedence

• These Terms shall govern the Dealer's general use of the Platform, while an Auction, Award, Deal, payment request, delivery document, or other transaction record may contain additional terms applicable to that particular transaction.
• Where a transaction‑specific term differs from these general Terms, the transaction‑specific term shall apply to that transaction to the extent of the difference.
• These Terms together with the applicable transaction terms and any other documents expressly incorporated by reference shall form the agreement applicable to the relevant transaction.

9. Deal Completion, Delivery and RC Follow‑up

• Following acceptance of an Award, the Dealer shall promptly cooperate with all payment, documentation, inspection, delivery, ownership transfer, and RC‑related requirements necessary to complete the Deal.
• The Dealer or its authorised representative may be required to inspect the Vehicle and complete delivery documentation at handover, and any objection regarding the condition of the Vehicle shall be raised and recorded before delivery acceptance.
• Once delivery has been accepted, the Vehicle shall be treated as accepted in the delivered condition, subject to any express written undertaking by Kalyani Motors and applicable law.
• The Dealer shall complete all applicable ownership transfer and RC‑related formalities within the applicable statutory or transaction timelines and shall provide documents or proof of transfer when requested.
• Where applicable, Kalyani Motors may require an RC‑related deposit or other security amount, the treatment and release of which shall be subject to the applicable transaction terms and successful completion of the required process.
• RC processing shall remain subject to the relevant Regional Transport Office and other authorities, and Platform status or follow‑up information shall not replace the statutory registration record.
• Failure to complete required Deal or RC obligations may result in charges, adjustment or forfeiture of applicable amounts, restriction of Platform access, communication with relevant authorities, or other lawful action.

10. Platform Misuse

• The Dealer shall use the Platform honestly and lawfully and shall not engage in conduct that may undermine the integrity, security, or proper functioning of Auctions, transactions, Accounts, or Platform systems.
• The Dealer shall not place fake, collusive, fraudulent, or manipulated Bids; use bots, scripts, automated tools, or other unauthorised methods; access another user's Account or restricted functionality; manipulate Auctions, Account Balance activity, or transaction records; interfere with Platform security or availability; upload malicious or unlawful content; misuse Platform information; or use the Platform for any unlawful or unauthorised purpose.
• The examples above are not exhaustive, and Kalyani Motors may determine, at its sole discretion and subject to applicable law, whether conduct is fraudulent, abusive, misleading, disruptive, harmful, or otherwise inconsistent with the proper use of the Platform.
• Kalyani Motors may take appropriate action, including restricting or terminating access, invalidating activity, adjusting applicable amounts, or pursuing other lawful remedies.

11. Suspension and Termination

• Kalyani Motors reserves the right to suspend, restrict, or terminate the Dealer's access to the Platform, with or without prior notice where permitted by applicable law, for breach of these Terms or transaction conditions, fraudulent or unethical conduct, false or invalid information, misuse of access or information, failure to complete an Award or Deal, outstanding obligations, security or Platform integrity concerns, or other legal, business, or risk‑management reasons determined by Kalyani Motors.
• Upon suspension or termination, the Dealer's right to use the Platform shall cease to the extent determined by Kalyani Motors, while amounts held or outstanding shall remain subject to the applicable settlement process.
• Suspension or termination shall not release the Dealer from obligations that arose before such suspension or termination.

12. Intellectual Property

• All software, trademarks, logos, photographs, Vehicle information, inspection materials, interface designs, text, graphics, and other Platform content are owned by Kalyani Motors Private Limited or its licensors, unless stated otherwise.
• The Dealer is granted a limited, non‑exclusive, non‑transferable right to use the Platform solely for authorised business purposes and shall not copy, distribute, reproduce, commercially exploit, modify, scrape, or otherwise misuse Platform content without prior written permission, except where permitted by applicable law.

13. Confidentiality

• The Dealer shall keep confidential all non‑public information made available through the Platform or in connection with its transactions with Kalyani Motors, including business information, Vehicle information, inspection information, pricing, Auction information, and transaction information.
• Such information shall be used only for authorised business purposes and shall not be disclosed to any third party except where required by law or with Kalyani Motors' prior written permission.
• These confidentiality obligations shall continue after suspension or termination of the Account to the extent applicable.

14. Relationship Between the Parties

• Nothing in these Terms shall create a partnership, joint venture, employment, agency, franchise, or similar relationship between Kalyani Motors and the Dealer.
• The Dealer shall act independently and shall have no authority to bind Kalyani Motors or make commitments on its behalf unless expressly authorised in writing.

15. Indemnity

• The Dealer agrees to defend, indemnify, and hold harmless Kalyani Motors, its affiliates, directors, officers, employees, representatives, and service providers from claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with the Dealer's breach of these Terms or applicable transaction terms, fraudulent or unlawful activity, misuse of the Platform or Account, violation of third‑party rights, or failure to fulfil its obligations relating to an Auction, Award, Deal, Vehicle, payment, or RC‑related process.
• This indemnity obligation shall survive termination of the Account to the extent applicable.

16. General Provisions

• The Dealer shall not assign, transfer, or otherwise delegate its rights or obligations under these Terms or any Deal without Kalyani Motors' prior written consent.
• If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Failure by Kalyani Motors to enforce any provision of these Terms or exercise any right shall not constitute a waiver of that provision or right.

17. Disclaimer of Warranties

• The Platform and its features are provided on an "as available" and "as is" basis to the fullest extent permitted by law.
• Kalyani Motors makes no express or implied warranty that the Platform, its content, Auction functionality, or related services will be uninterrupted, timely, secure, accurate, complete, or free from errors, defects, or technical issues.
• Kalyani Motors does not warrant that access to the Platform, any particular Auction, Award, transaction, payment, or Platform feature will be available at all times.
• Nothing in this section shall limit any obligation or liability that cannot lawfully be excluded or limited.

18. Limitation of Liability

• To the fullest extent permitted by law, Kalyani Motors shall not be liable for indirect, incidental, consequential, special, punitive, or business losses arising from or relating to access to or inability to access the Platform, Auctions, Bids, Awards, Deals, or RC outcomes.
• Kalyani Motors shall not be liable, to the fullest extent permitted by law, for losses arising from payment gateway delays, failed transactions, network issues, acts or omissions of third parties, or circumstances beyond its reasonable control.
• Nothing in these Terms shall exclude or limit liability that cannot lawfully be excluded or limited.

19. Governing Law and Dispute Resolution

• These Terms shall be governed by the laws of India.
• The parties shall first attempt to resolve any dispute through good‑faith discussion or written communication.
• Where a dispute cannot be resolved amicably, it may be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.
• The seat and venue of arbitration shall be Bengaluru, Karnataka, India, and the arbitration shall be conducted in English unless otherwise agreed.
• Kalyani Motors may seek urgent interim, protective, injunctive, or equitable relief from a court of competent jurisdiction where necessary.
• Subject to applicable law and the arbitration framework, courts at Bengaluru, Karnataka shall have jurisdiction where court intervention is permitted.

20. Changes to These Terms

• Kalyani Motors may update these Terms from time to time.
• Changes shall take effect when published on the Platform or otherwise communicated by Kalyani Motors, subject to applicable law.
• Continued use of the Platform after the effective date of revised Terms shall constitute acceptance of the revised Terms.

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