Multi-Jurisdiction Master Terms
Version: 1.0
|Effective Date: 17-06-2026
|Last Updated: 17-06-2026
These Terms and Conditions (the "Terms") are an electronic record under the Information Technology Act, 2000 (India) and applicable e-commerce and electronic transaction laws of other jurisdictions, and do not require physical or digital signatures. They constitute a legally binding agreement between HEFGRO ("HEFGRO", "we", "us", "our"), with registered office at Tamil Nadu, India, and the person or entity accessing or using the Platform ("you", "User").
By registering an account, clicking "I agree", submitting an RFQ, placing or accepting an order, listing products, or otherwise using www.hefgro.com, app.hefgro.com, our mobile applications, the Sourcing Services, the Marketplace, the e-commerce showcase or the Smart Business Suite (collectively, the "Services"), you accept these Terms, our Privacy Policy, Cookie Policy and Payment Terms & Refund Policy (together, the "Agreement"). If you do not agree, do not use the Services.
If you use the Services on behalf of a company or other organisation, you represent that you are duly authorised to bind that organisation, and "you" includes that organisation.
The Services are intended exclusively for business users. You must: (a) be at least 18 years old and have full legal capacity; (b) use the Services for business or professional purposes; (c) hold all licences, registrations and permits required to trade in the relevant goods (including, where applicable, GST/VAT registration, import-export codes, and product-specific licences); and (d) not be subject to sanctions or located in an embargoed jurisdiction as described in Section 17.
You agree to provide accurate, current and complete registration information and keep it updated. You are responsible for all activity under your account and for safeguarding your credentials. Notify us immediately at hello@hefgro.com of any unauthorised use. We may verify your identity and business credentials at onboarding and periodically, and may suspend accounts that fail verification. One organisation may operate multiple authorised user seats only as permitted by its plan.
For Marketplace and e-commerce showcase transactions where Buyers and Suppliers contract directly, HEFGRO acts as a technology intermediary and facilitation platform. The contract of sale is between the Buyer and the Supplier, and HEFGRO is not the seller, buyer, manufacturer or guarantor of the goods, except where expressly stated in an Order document naming HEFGRO as principal or contracting party.
Platform neutrality: Unless expressly stated otherwise in a written Order or agreement signed by HEFGRO: HEFGRO does not own or hold inventory; does not manufacture any products; does not guarantee the performance, solvency or conduct of any Supplier or Buyer; and does not become a party to the contract of sale between Buyer and Supplier.
Independent third parties: Suppliers, Buyers, inspection agencies, insurers, carriers, customs agents and other service providers transacting through or listed on the Platform are independent contractors, not agents, employees, partners or representatives of HEFGRO. Except where HEFGRO expressly acts as principal under an Order, HEFGRO is not liable for the acts, errors, omissions, representations, warranties, breaches, negligence or misconduct of any such third party, nor for any personal injury, death, property damage or other loss resulting from their conduct or their goods. This allocation operates without prejudice to the Payment Protection System, any cargo insurance, and the structured claims process, which exist precisely to give Buyers practical protection.
For Managed Procurement Orders, HEFGRO's role (as facilitator, sourcing agent, or principal supplier of record) is as stated in the relevant Order documentation and commercial agreement. Where HEFGRO contracts as principal, the specific Order terms prevail over Section 5.1.
Market insights, pricing trends, competitor analysis and AI-generated recommendations are provided for general information only and do not constitute professional, financial, legal or investment advice. You remain solely responsible for your commercial decisions.
HEFGRO acts solely as a technology platform, sourcing facilitator, procurement coordinator and business service provider. Except where expressly agreed in a separate written Quality Assurance Agreement or an Order naming HEFGRO as principal, HEFGRO does not manufacture, own, inspect, certify, warrant or guarantee any goods supplied by third-party Suppliers. The fact that a Supplier has been verified, vetted, recommended or matched by HEFGRO does not constitute a warranty or guarantee of that Supplier's goods, performance or solvency. Final responsibility for product specifications, certifications, suitability, regulatory compliance and fitness for purpose remains between the Buyer and the Supplier, subject only to the agreed inspection mechanism and remedies stated in the Order. Where shipment inspections are advertised or arranged, they are performed by independent licensed inspection agencies acting under their own professional responsibility and certificate terms; HEFGRO coordinates such inspections but does not itself certify goods.
HEFGRO may provide supplier recommendations, market intelligence, price benchmarking, procurement support and quality coordination. Such information and services are advisory only and shall not constitute a guarantee, certification, warranty or assurance of supplier performance, product quality, market outcomes or prices. Final commercial decisions remain solely with the customer.
For the avoidance of doubt and as an overriding principle of interpretation across the Agreement: HEFGRO facilitates and coordinates transactions but does not assume the liability of a manufacturer, supplier, logistics provider, bank, insurer, customs broker, escrow company or financial institution unless expressly agreed in a separate written contract signed by HEFGRO for the specific transaction.
Nothing on the Platform — including market insights, valuation discussions, partnership pages or investor communications — constitutes investment advice, a securities offering, financial advice or a promise of guaranteed returns. Prospective investors and partners remain solely responsible for their own due diligence and must rely only on definitive transaction documents executed with HEFGRO.
Listings, prices, specifications, supplier profiles, market data, news and other information on the Platform may originate from Suppliers, Buyers, third-party data providers or public sources. While HEFGRO takes reasonable steps to verify suppliers and curate information, HEFGRO does not represent or warrant the accuracy, completeness, currency or reliability of third-party Content, and does not represent that it holds intellectual property or other rights in third-party Content. The Platform and its Content may contain technical inaccuracies or typographical errors, which HEFGRO may correct at any time without notice. You are responsible for making your own determination of suitability before acting on any Content, and any reliance is at your own risk, subject to the agreed inspection mechanism and remedies in the Order.
Suppliers represent and warrant that: goods conform to the agreed specifications and applicable mandatory standards; goods are free from liens and third-party claims; all export, phytosanitary, safety and certification documents are genuine; pricing and capability information provided to HEFGRO and Buyers is accurate; and they will comply with anti-bribery, anti-money-laundering, sanctions, labour and environmental laws. Suppliers must maintain any insurance, licences and quality systems agreed at onboarding. HEFGRO may suspend or remove Suppliers who breach these obligations or fail re-verification.
Fraud protection: Notwithstanding anything else in these Terms, HEFGRO may immediately and without prior notice suspend, terminate, freeze pending payment releases to, or permanently remove any Supplier (or any User) reasonably suspected of fraud, supply of counterfeit goods, material misrepresentation, corruption, bribery, money laundering or sanctions violations, pending investigation. Frozen amounts will be dealt with in accordance with the Payment Terms & Refund Policy, applicable law and any direction of a competent authority. HEFGRO may report such conduct to law enforcement and regulators.
Where an Order includes third-party inspection, the named inspection agency's certificate at the agreed inspection point is the primary evidence of conformity. Where the Order includes HEFGRO-arranged cargo insurance (including the advertised cover of up to 110% of shipment value), the insurance is provided by licensed insurers under their policy terms; claims are subject to the insurer's conditions, exclusions and documentation requirements, and HEFGRO will provide reasonable assistance with claims. Insurance cover is not a guarantee by HEFGRO of delivery or of the insurer's payment.
Certain features use artificial intelligence and machine learning (for example, AI-driven quote optimisation, sourcing recommendations, supplier rankings, demand forecasting and analytics). You acknowledge and agree that: AI outputs may be inaccurate, incomplete or outdated; AI outputs are informational and advisory only and do not constitute a representation, warranty or guarantee by HEFGRO; and you must independently verify AI-generated recommendations before making commercial decisions, which remain solely your responsibility. You must not use AI features to generate unlawful content or make solely automated decisions with legal effects on individuals. We may use aggregated and de-identified usage data to improve our models; we do not use your confidential business Content to train models made available to other customers except in de-identified, aggregated form.
You must not: (a) violate any law, including trade, customs, tax, sanctions, anti-corruption and competition laws; (b) list or trade prohibited, counterfeit, stolen or restricted goods without required authorisations; (c) post false, misleading or infringing Content, fake reviews or manipulated ratings; (d) circumvent the Platform to avoid fees on transactions originated through it during the term and for [12] months after introduction (anti-circumvention); (e) scrape, reverse engineer, probe or interfere with the Platform or its security; (f) upload malware or conduct denial-of-service activity; (g) use another User's account or misrepresent your identity or affiliation; or (h) use the Services to build a competing product. We may investigate violations, remove Content, suspend or terminate accounts, withhold settlements connected to fraud, and report to authorities.
Fees for Managed Procurement, Marketplace transactions, subscriptions and add-ons are as published on the Platform or agreed in your order form, and are governed by the Payment Terms & Refund Policy, which is incorporated into these Terms.
All software, algorithms, source code, AI models, procurement workflows, RFQ structures, supplier intelligence models, marketplace architecture, databases, designs, trade secrets, trademarks, logos, content and business methods comprised in or underlying the Platform and the Business Suite belong exclusively to HEFGRO or its licensors and are protected by intellectual property and trade secret laws worldwide. No rights are granted except the limited licence expressly stated in these Terms. No User may copy, reverse engineer, decompile, scrape, crawl, mirror, data-mine, clone, frame, republish, resell, sublicense or create derivative works from any part of the Platform or Business Suite, or use them to build or train a competing product or model, without HEFGRO's prior written permission, except to the extent such restriction is prohibited by applicable law.
You grant HEFGRO a worldwide, non-exclusive, royalty-free, sub-licensable (to HEFGRO's hosting, infrastructure and service providers solely to operate the Services) licence to host, store, reproduce, display, adapt for formatting, and use Content you submit, in order to operate, display, promote and improve the Services (including showing your listings to potential Buyers), subject to the Privacy Policy and confidentiality obligations. This licence is for the duration of your use of the Services and survives only to the limited extent necessary for backups, legal record-keeping, and the defence of claims; aggregated or de-identified data and any compiled transaction records derived from Content may be retained and used by HEFGRO on an ongoing basis as permitted by the Privacy Policy. Feedback you provide may be used by HEFGRO without restriction or compensation. You represent that you hold the rights necessary to grant this licence. If you believe content on the Platform infringes your rights, notify legal@hefgro.com (or hello@hefgro.com) with details, and we will act in accordance with applicable intermediary and takedown laws, including the IT Act and Intermediary Guidelines in India.
Each party will protect the other's non-public business information received through the Services with at least reasonable care, use it only for the purposes of the Agreement, and not disclose it except to personnel and advisers under confidentiality duties or as required by law. This Section survives termination for [3] years (and indefinitely for trade secrets).
Except as expressly stated in these Terms or an Order, the Services are provided "as is" and "as available", and HEFGRO disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation, to the maximum extent permitted by law. HEFGRO does not warrant the conduct, solvency or performance of any Buyer or Supplier in Marketplace transactions, nor the accuracy of User-provided Content.
Cybersecurity acknowledgment: HEFGRO implements commercially reasonable and legally required security measures. However, no platform can guarantee freedom from cyber attacks, malware, data breaches, or interruption of availability, and Users acknowledge these inherent risks of internet-based services. This acknowledgment does not limit obligations or liabilities under applicable data protection or cybersecurity law that cannot lawfully be limited. Nothing in these Terms excludes liability that cannot be excluded by law, including under consumer protection laws where they mandatorily apply.
To the maximum extent permitted by applicable law: (a) neither party is liable for indirect, incidental, special, punitive or consequential losses, loss of profits, revenue, goodwill or data; and (b) HEFGRO's aggregate liability arising out of or relating to the Platform and the Services in any 12-month period shall not exceed the lower of (i) the fees actually paid by you to HEFGRO during the preceding twelve months for the Service giving rise to the claim, and (ii) USD 5,000 (or its INR equivalent). These limits do not apply to liability for fraud, wilful misconduct, death or personal injury caused by negligence, or other liability that cannot be excluded or limited by applicable law (including mandatory consumer protection law where it applies). For Marketplace transactions where HEFGRO is not the seller, claims regarding the goods lie against the counterparty, without prejudice to the Payment Protection System and any insurance cover, and the value of goods, freight or insured amounts handled through the Platform shall not be treated as fees paid to HEFGRO for the purpose of this cap. Exception for principal Orders: where HEFGRO expressly contracts as principal supplier of record under a specific Order, HEFGRO's aggregate liability in respect of that Order shall instead not exceed the contract value of that Order, without prejudice to the exclusions of indirect loss above and any higher amount that cannot be limited by applicable law.
HEFGRO shall not be responsible for, and Buyers and Suppliers allocate between themselves under the Order and the agreed INCOTERMS, the consequences of: customs clearance delays; port congestion or detention; demurrage and detention charges; government seizure, confiscation or inspection holds; rejection, suspension or revocation of import or export permits or licences; changes in tariffs, duties, quotas or taxes; imposition of trade sanctions, embargoes or export bans; and currency or exchange-control restrictions. HEFGRO will provide reasonable coordination assistance for Managed Procurement Orders but does not act as customs broker, importer or exporter of record unless expressly agreed in writing for a specific Order.
You shall comply with all applicable trade compliance laws, including: Indian export and import regulations (Foreign Trade (Development and Regulation) Act, DGFT regulations, FEMA, SCOMET controls); United States sanctions and export controls (including OFAC sanctions programs and the Export Administration Regulations); European Union sanctions and dual-use regulations; United Kingdom sanctions (OFSI); and United Nations Security Council sanctions. You represent that you and your beneficial owners are not listed on, or owned or controlled by persons listed on, any such sanctions list, and that you will not use the Services in connection with embargoed territories or prohibited end-uses or end-users. HEFGRO may screen Users and transactions, request supporting documentation, and decline, suspend, freeze or unwind any transaction or terminate any User it reasonably believes would breach such laws, without liability. HEFGRO's Trade Compliance Policy (KYC, AML, Anti-Bribery and Sanctions), published on the Platform, forms part of these Terms.
You will indemnify and hold harmless HEFGRO, its affiliates, officers and personnel from claims, losses and expenses (including reasonable legal fees) arising from: your breach of the Agreement; your Content; your goods or services; your violation of law or third-party rights; or misuse of your account, except to the extent caused by HEFGRO's own breach or misconduct.
You may stop using the Services and close your account at any time, subject to completing open Orders and settling dues. We may suspend or terminate access (in whole or part) with immediate effect for material breach, suspected fraud or illegality, sanctions risk, non-payment, or risk to the Platform or other Users, and otherwise on [30] days' notice. Sections that by nature survive (including fees due, IP, confidentiality, disclaimers, liability limits, indemnity, governing law) survive termination.
We may improve, modify or discontinue features. We may amend these Terms with notice via the Platform or email; material changes take effect no earlier than [15] days after notice, except changes required by law which may take immediate effect. Continued use after the effective date constitutes acceptance. Orders already confirmed remain governed by the terms in force at confirmation.
These Terms comply with the Information Technology Act 2000 and the Consumer Protection (E-Commerce) Rules 2020 to the extent applicable. For third-party Content and Marketplace transactions in which HEFGRO acts as an intermediary within the meaning of Section 2(1)(w) of the IT Act, HEFGRO claims the safe-harbour protection of Section 79, observes the due diligence required under the Intermediary Guidelines, and will act on takedown obligations upon actual knowledge through a court order or notice from the appropriate government agency. Fall-back liability: to the extent the Consumer Protection (E-Commerce) Rules impose fall-back liability on a marketplace entity for a registered seller's failure to deliver due to the seller's negligent act or omission, the relevant Supplier shall fully indemnify HEFGRO for any such liability, and HEFGRO's primary recourse and the consumer's substantive remedy lie against the Supplier; HEFGRO's role is to operate the grievance and Payment Protection processes, not to assume the Supplier's performance obligations. Grievance Officer details are published on the Platform and in the Privacy Policy; complaints are acknowledged within 48 hours and resolved within one month where the Rules apply. Nothing limits non-excludable rights of consumers under the Consumer Protection Act 2019 where a User qualifies as a consumer; in particular, the parties acknowledge that a consumer forum may decline to enforce any term it considers an "unfair contract" term, and the remaining Terms continue to apply.
For Users in the EU/UK: mandatory rights under platform-to-business regulation (EU Regulation 2019/1150) regarding ranking transparency, suspension reasons and complaint handling apply to in-scope business users; statutory rights that cannot be waived are unaffected; and nothing restricts a consumer's right (where consumer law mandatorily applies) to bring proceedings in their home courts under their local law.
THE ARBITRATION PROVISION IN SECTION 21 APPLIES TO US USERS ON AN INDIVIDUAL BASIS; CLASS ACTIONS AND JURY TRIALS ARE WAIVED TO THE EXTENT PERMITTED BY LAW. The Services are offered to business users; the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded unless expressly agreed in an Order.
Use of the Services from mainland China must comply with PRC import/export, foreign exchange, customs and data laws. Where mandatory PRC law applies to a transaction, the Order may specify PRC governing law and a recognised arbitration institution (e.g., CIETAC) for that transaction.
Users must comply with local commercial agency, import licensing and product registration requirements. Where a User contracts through a DIFC/ADGM entity, the parties may agree DIFC or ADGM law and courts/arbitration in the Order. Nothing in these Terms is intended to conflict with mandatory provisions of local law, including consumer protection rules where mandatorily applicable.
HEFGRO:- Email: hello@hefgro.com