Vendor terms & conditions
Terms and Conditions of Use
Governing Access to and Use of the DefenceCart.com B2B Portal
Version: [1.0]
Effective Date: July 20, 2026
1. INTRODUCTION AND ACCEPTANCE
1.1 These Terms and Conditions, together with the Privacy Policy, the VAS Schedule, the Financing Partner Terms, and the Pricing Page (each incorporated herein by reference and together the "Agreement"), govern access to and use of the online business-to-business portal operated at https://defencecart.com (the "Portal") by Aion Defence Solutions Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at E-595, 2ND Floor, Ramphal Chowk, Palam Extn., Sector-7, Dwarka, New Delhi – 11075, India, bearing Corporate Identification Number [U29100DL2019PTC346537] ("DefenceCart.com", "we", "us", or "our").
1.2 By registering on, accessing, or using the Portal in any capacity, a User accepts and agrees to be bound by this Agreement. If a User does not agree to this Agreement, such User shall not access or use the Portal.
1.3 The Portal is intended solely for use by legal entities acting in the course of their business, trade, or profession in the defence, aerospace, and dual-use technology sector. The Portal is not intended for consumer use, and no User shall access the Portal in a personal, household, or consumer capacity.
1.4 Where an individual accepts this Agreement on behalf of an entity, such individual represents and warrants that they have the authority to bind that entity to this Agreement, and "User" shall thereafter refer to that entity.
2. DEFINITIONS AND INTERPRETATION
2.1 Definitions. In this Agreement, the following terms have the meanings set out below:
"Affiliate" in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
"Applicable Law" all statutes, regulations, rules, notifications, circulars, and orders of any competent governmental or regulatory authority in India or any other jurisdiction relevant to a User's use of the Portal, including Export Control Laws and Sanctions.
"Buyer" a User that uses the Sourcing Services to identify, evaluate, or procure goods, technology, or services from a Supplier.
"Confidential Information" has the meaning given in Clause 14.1.
"Content" all information, data, specifications, drawings, Listings, documents, and other material uploaded, submitted, or transmitted by a User to or through the Portal.
"Controlled Items" any goods, software, technology, or services that are subject to export, import, transfer, re-transfer, or brokering restrictions under any Export Control Laws, including items on the SCOMET List under India's Foreign Trade Policy and items subject to the U.S. International Traffic in Arms Regulations ("ITAR") or Export Administration Regulations ("EAR").
"Denied or Restricted Party" any person or entity that is listed on, or owned or controlled by a person or entity listed on, any Sanctions or denied-party list maintained by the Government of India, the United Nations Security Council, the U.S. Office of Foreign Assets Control ("OFAC"), the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of State, the European Union, or any other authority having jurisdiction over a Transaction.
"DPDP Act" the Digital Personal Data Protection Act, 2023, and the rules made thereunder, as amended or re-enacted from time to time.
"Export Control Laws" the Foreign Trade (Development and Regulation) Act, 1992, the Foreign Trade Policy and SCOMET List issued thereunder, the ITAR, the EAR, and any other export, import, or trade control law applicable to a Transaction.
"Financing Services" the facilitation, through DefenceCart.com's Partner Network, of introductions to third-party providers of project financing, working capital, trade finance, or similar facilities, as further described in Clause 8.
"Listing" any product, capability, or service profile published by a Supplier on the Portal.
"Order" an offer to purchase or supply goods, technology, or services placed by a Buyer with a Supplier, or by a Supplier to a Buyer, through or in connection with the Portal.
"Partner" a member of DefenceCart.com's global alliance, distribution, or financing network.
"Personal Data" has the meaning given to it under the DPDP Act.
"Sanctions" economic or trade sanctions administered by the United Nations Security Council, the Government of India, OFAC, the EU, or any other authority having jurisdiction over a Transaction.
"Sourcing Services" the core facilitation functionality of the Portal, including Listings, AI-driven bill-of-materials ("BOM") intelligence, and supplier-matching tools, through which Buyers and Suppliers identify and communicate with one another.
"Supplier" a User that publishes a Listing or otherwise offers goods, technology, or services for supply through the Portal. "Vendor" has the same meaning.
"Transaction" any Order, contract of sale, supply, or service arrangement concluded directly between a Buyer and a Supplier.
"User" any entity registered to access or use the Portal, including in the capacity of Buyer, Supplier, or Partner.
"Value Added Services or VAS" the services described in Clause 7 that DefenceCart.com provides as principal, on the terms of the applicable VAS Schedule or statement of work.
2.2 Interpretation. In this Agreement, unless the context otherwise requires:
2.2.1 headings are for convenience only and do not affect interpretation;
2.2.2 "including" and "includes" mean "including without limitation";
2.2.3 words importing the singular include the plural and vice versa, and words importing a gender include every gender;
2.2.4 a reference to a statute, regulation, or rule includes any amendment, re-enactment, or replacement of it;
2.2.5 a reference to a Clause is to a clause of this Agreement, and a reference to a Schedule is to a schedule to this Agreement, unless stated otherwise; and
2.2.6 "business day" means a day other than a Saturday, Sunday, or public holiday in New Delhi, India.
3. NATURE OF THE PORTAL AND ROLE OF DEFENCECART.COM
3.1 The Portal is a business-to-business platform through which Buyers and Suppliers in the defence, aerospace, and dual-use technology sector may identify one another, exchange information, and negotiate and conclude Transactions, and through which Users may access VAS and Financing Services.
3.2 DefenceCart.com performs two distinct roles under this Agreement, which Users must not conflate:
3.2.1 In respect of the Sourcing Services, DefenceCart.com acts solely as an intermediary and technology platform. DefenceCart.com is not a party to, and assumes no obligation, liability, or responsibility in respect of, any Transaction concluded between a Buyer and a Supplier.
3.2.2 In respect of VAS and Financing Services, DefenceCart.com (or, in the case of Financing Services, the relevant Partner) acts as a principal or contracting party on the specific terms of the applicable VAS Schedule, statement of work, or Partner agreement, as the case may be.
3.3 For the purposes of the Information Technology Act, 2000, DefenceCart.com qualifies as an "intermediary" within the meaning of Section 2(1)(w) in respect of the Sourcing Services, and relies on the safe harbour available under Section 79 of that Act. DefenceCart.com observes the due diligence requirements of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, including maintenance of a grievance redressal mechanism as set out in Clause 34.
3.4 Nothing in this Agreement creates any agency, partnership, joint venture, or fiduciary relationship between DefenceCart.com and any User in respect of the Sourcing Services. DefenceCart.com does not negotiate, approve, or execute any Transaction on behalf of any User, and does not take title to, or possession of, any goods or technology exchanged between Users.
3.5 DefenceCart.com does not guarantee the existence, accuracy, legality, safety, or quality of any Listing, Content, or Transaction, and does not guarantee that any Buyer or Supplier will conclude, perform, or honour any Transaction.
4. ELIGIBILITY AND REGISTRATION
4.1 Access to the Portal is restricted to legal entities. DefenceCart.com may, at its discretion, require documentary evidence of incorporation, tax registration (including GST registration and Permanent Account Number), Importer-Exporter Code, industrial or defence-sector licences, and such other information as DefenceCart.com considers necessary to verify a User's identity and eligibility ("Registration Data").
4.2 Each User represents and warrants that all Registration Data provided is true, accurate, and complete, and undertakes to promptly update Registration Data if it changes.
4.3 DefenceCart.com may, at its sole discretion and without liability, refuse to register, suspend, or decline to verify any User, including where a User appears on any Sanctions or denied-party list, or where DefenceCart.com is unable to complete its diligence to its satisfaction.
4.4 Each User is responsible for maintaining the confidentiality of its login credentials and for all activity conducted through its account. A User must notify DefenceCart.com immediately of any suspected unauthorised use of its account.
4.5 An entity may register in more than one capacity (for example, as both Buyer and Supplier), provided it satisfies the eligibility criteria applicable to each capacity.
5. USER CATEGORIES
5.1 Buyers. Buyers may search Listings, use AI-driven sourcing tools, and place Orders directl with Suppliers.
5.2 Suppliers. Suppliers may publish Listings and respond to Buyer enquiries and Orders, subject to Clause 6.
5.3 Partners. Members of DefenceCart.com's Partner Network provide export-market access, distribution, or financing introductions, on terms separately agreed between DefenceCart.com and each Partner.
6. SOURCING SERVICES
6.1 Suppliers are solely responsible for the accuracy, completeness, and lawfulness of their Listings, including specifications, certifications, pricing, and export-control classification of listed items.
6.2 The Portal's AI-driven BOM intelligence, supplier-matching, and bid-customisation tools are provided as an informational aid only. DefenceCart.com does not warrant the technical accuracy, regulatory compliance, or fitness for purpose of any output generated by these tools, and each User remains solely responsible for independently verifying the suitability, compliance, and quality of any Listing, match, or recommendation before relying on it.
6.3 DefenceCart.com does not vet, certify, or warrant the technical, financial, or regulatory capability of any Supplier, or the creditworthiness of any Buyer, save to the extent expressly stated in a VAS engagement under Clause 7.
6.4 All negotiation, formation, and performance of a Transaction takes place directly between the Buyer and the Supplier concerned. DefenceCart.com is not a party to, and has no obligation to review, approve, or enforce, any Order or Transaction.
6.5 Access to the Sourcing Services is subject to the subscription and access fees set out on the Portal's Pricing page, as further described in Clause 10.
6.6 Without prejudice to Clause 18 (Indemnity), DefenceCart.com shall have no liability to any User for any loss, damage, delay, defect, non-conformity, non-payment, or non-performance arising out of or in connection with a Transaction between Users.
7. VALUE ADDED SERVICES
7.1 DefenceCart.com may offer Value Added Services described on the Portal's VAS page, which may include supplier verification, documentation and certification support, and other advisory or facilitation services. Unlike the Sourcing Services, DefenceCart.com provides VAS as principal.
7.2 The scope, deliverables, timelines, and fees for a specific VAS engagement shall be set out in a statement of work or order form signed or accepted by the User (a "VAS SOW"). In the event of a conflict between a VAS SOW and this Agreement, the VAS SOW prevails in respect of that engagement only.
7.3 Any change to the scope, price, or timeline of a VAS engagement shall be effected only through a written change order signed by authorised representatives of both parties. No informal instruction shall be construed as varying an agreed VAS SOW.
7.4 Fees for VAS are payable in accordance with the applicable VAS SOW and, in the absence of a specific term, in accordance with Clause 10.
8. FINANCING SERVICES
8.1 DefenceCart.com facilitates introductions between Users and third-party Partners offering project financing or working-capital facilities.
8.2 Any financing facility is provided solely by the relevant Partner, on that Partner's own credit, diligence, and documentation, and is a separate legal relationship between the User and the Partner to which DefenceCart.com is not a party.
8.3 DefenceCart.com does not guarantee approval, terms, or disbursement of any financing facility, does not act as guarantor or surety for any facility, and does not provide financial, investment, or legal advice. Users should obtain independent advice before entering into any financing arrangement introduced through the Portal.
8.4 DefenceCart.com may charge, or receive from a Partner, a facilitation fee in connection with a successful introduction, as disclosed on the Portal's Pricing page or in the applicable engagement documentation.
9. TRANSACTIONS BETWEEN USERS
9.1 A binding contract of sale or supply is formed directly between the Buyer and the Supplier upon acceptance of an Order, on such terms as those parties agree. DefenceCart.com is not a party to, and this Agreement does not incorporate, the terms of any Transaction.
9.2 Unless expressly stated otherwise on the Portal, payment for a Transaction is to be arranged directly between the Buyer and the Supplier.
9.3 Each of the Buyer and the Supplier is solely responsible for invoicing, applicable taxes, customs formalities, and export or import documentation (including End-Use Certificates and SCOMET or other export licences) relating to their Transaction.
9.4 Disputes between a Buyer and a Supplier arising out of a Transaction are to be resolved directly between them. DefenceCart.com may, at its discretion, assist in good-faith resolution but is under no obligation to mediate, arbitrate, or otherwise adjudicate such disputes, and assumes no liability in doing so.
10. FEES AND PAYMENT
10.1 Access to the Sourcing Services is subject to the subscription or access fees set out on the Portal's Pricing page, which forms part of this Agreement.
10.2 DefenceCart.com shall invoice Users in [INR/USD] plus applicable Goods and Services Tax or other indirect tax. Each invoice is payable within [30] days of the invoice date ("Due Date"), unless a different period is stated in an applicable VAS SOW or the Pricing page.
10.3 Amounts unpaid after the Due Date accrue interest at [18]% per annum, or the maximum rate permitted by Applicable Law if lower, calculated daily from the Due Date until payment.
10.4 All fees are exclusive of taxes, duties, and withholdings, which shall be borne by the User, save that DefenceCart.com is responsible for taxes on its own income.
10.5 Save as required by Applicable Law or as expressly stated in a VAS SOW, fees paid are non-refundable.
11. EXPORT CONTROL, SANCTIONS, AND REGULATORY COMPLIANCE
11.1 Each User represents, warrants, and undertakes that it shall at all times comply with all applicable Export Control Laws and Sanctions in connection with its use of the Portal and any Transaction, including obtaining any SCOMET authorisation required under India's Foreign Trade Policy, and any ITAR or EAR authorisation required for items of U.S. origin or subject to U.S. re-export jurisdiction.
11.2 Each User represents and warrants that it is not, and is not owned or controlled by, a Denied or Restricted Party, and that it shall not use the Portal to transact with, or on behalf of, any Denied or Restricted Party.
11.3 DefenceCart.com may perform automated or manual screening of Users against publicly available denied-party lists, including through synchronisation with the U.S. System for Award Management (SAM.gov) database, as a risk-management measure. Such screening is provided for DefenceCart.com own risk management and does not constitute, and must not be relied upon by any User as, a substitute for that User's own independent export-control and sanctions diligence.
11.4 Where a Transaction involves the cross-border transfer of Controlled Items, the exporting User is solely responsible for obtaining all required export authorisations and End-Use Certificates, and for ensuring that the importing User is a legitimate end-user for the purposes of Applicable Law.
11.5 No User shall use the Portal to solicit, offer, negotiate, or conclude any Transaction that would constitute an unlicensed export, re-export, or transfer of Controlled Items, or a brokering activity requiring authorisation that has not been obtained.
11.6 DefenceCart.com may immediately suspend or terminate a User's access, without notice, where DefenceCart.com reasonably suspects a breach of this Clause 11 or believes that continued access could expose DefenceCart.com or any other User to regulatory or sanctions risk.
11.7 A breach of this Clause 11 is a specific indemnified matter under Clause 18.3 and is carved out of the limitation of liability under Clause 19.3.
12. DATA PROTECTION
12.1 DefenceCart.com processes Personal Data of Users' authorised representatives and contacts as a Data Fiduciary under the DPDP Act, for the purposes of registration, verification, service delivery, and communication, as further described in the Privacy Policy.
12.2 DefenceCart.com shall implement reasonable technical and organisational security safeguards to protect Personal Data against unauthorised access, disclosure, alteration, or destruction, and shall notify affected Users and, where required, the Data Protection Board of India, of any personal data breach in accordance with the DPDP Act.
12.3 Where Personal Data is transferred outside India, such transfer shall be subject to any restrictions notified by the Central Government under the DPDP Act from time to time.
12.4 On termination of a User's account, DefenceCart.com shall retain or delete Personal Data in accordance with the Privacy Policy and Applicable Law, save that DefenceCart.com may retain records required for regulatory, tax, export-control, or dispute-resolution purposes.
12.5 The Privacy Policy published on the Portal sets out further detail on data collection, use, and User rights, and is incorporated into this Agreement by reference.
12.6 Applicability of the GDPR. To the extent that DefenceCart.com processes Personal Data of individuals located in the European Economic Area or the United Kingdom in connection with offering the Sourcing Services, VAS, or Financing Services to Users established there, or in connection with monitoring the behaviour of such individuals on the Portal, such processing shall additionally be subject to Regulation (EU) 2016/679 (the "GDPR") and, as applicable, the UK General Data Protection Regulation and Data Protection Act 2018 (together, "UK GDPR"), notwithstanding anything else in this Clause 12.
12.7 Roles of the parties. As between DefenceCart.com and a User, DefenceCart.com acts as an independent controller in respect of Personal Data it processes for its own registration, verification, KYC, billing, and platform-security purposes, and as a processor acting on the User's instructions in respect of Personal Data that the User includes within its Listings or Content for display to other Users. Each User acting as a controller of Personal Data it submits to the Portal shall ensure it has a valid legal basis under the GDPR or UK GDPR, as applicable, for providing that Personal Data to DefenceCart.com.
12.8 Cross-border transfer mechanism. Where Personal Data subject to the GDPR or UK GDPR is transferred by DefenceCart.com to a location outside the European Economic Area or the United Kingdom that has not been recognised as providing an adequate level of protection, such transfer shall be made subject to the European Commission's Standard Contractual Clauses (as adopted by Commission Implementing Decision (EU) 2021/914) or the UK International Data Transfer Addendum, as applicable, or such other transfer mechanism as DefenceCart.com may put in place from time to time.
12.9 Data subject rights and breach notification. DefenceCart.com shall provide reasonable assistance to a User, at the User's cost, to respond to requests from individuals exercising rights under the GDPR or UK GDPR in respect of Personal Data processed by DefenceCart.com as a processor on that User's behalf, and shall notify the affected User without undue delay, and in any event within 72 hours of becoming aware, of any personal data breach affecting such Personal Data.
12.10 Where the same Personal Data is subject to both the DPDP Act and the GDPR or UK GDPR, DefenceCart.com shall apply whichever standard imposes the higher level of protection to that Personal Data, save where doing so would place DefenceCart.com in breach of a mandatory requirement of the DPDP Act.
13. INTELLECTUAL PROPERTY
13.1 All right, title, and interest in and to the Portal, including its software, AI models, databases, design, and the "DefenceCart.com" name and logo, is owned by DefenceCart.com or its licensors. No User acquires any right in the Portal save for a limited, non-exclusive, non-transferable licence to access and use it in accordance with this Agreement.
13.2 Each User grants DefenceCart.com a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, and display its Content solely for the purpose of operating and providing the Portal, including for AI-driven matching and BOM intelligence functions.
13.3 Nothing in this Agreement transfers any right, title, or interest in a User's background intellectual property, or in any product, technology, or improvement developed by a User, to DefenceCart.com or to any other User.
13.4 No User shall use DefenceCart.com's name, marks, or logo, or represent itself as endorsed by DefenceCart.com, without DefenceCart.com's prior written consent.
14. CONFIDENTIALITY
14.1 "Confidential Information" means non-public information disclosed by one party (or, in respect of information exchanged between Users, by one User to another) in connection with this Agreement or a Transaction, including technical data, specifications, pricing, and business information, that is designated as confidential or that ought reasonably to be understood as confidential given its nature.
14.2 Confidential Information excludes information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the recipient before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by Applicable Law or a competent court, tribunal, or regulator, provided the recipient gives prompt notice where legally permitted.
14.3 Given the sensitivity of technical data exchanged in the defence sector, each recipient of Confidential Information shall disclose it only to personnel and Affiliates with a need to know, who are bound by confidentiality obligations at least as protective as this Clause 14, and shall not disclose Confidential Information to any person not authorised under Applicable Law (including Export Control Laws) to receive it.
14.4 This Clause 14 survives termination of this Agreement for a period of [three (3)] years, save that Confidential Information constituting a trade secret shall be protected for so long as it remains a trade secret.
15. REPRESENTATIONS AND WARRANTIES
15.1 Each User represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) its entry into this Agreement does not conflict with any obligation owed to a third party; (c) it shall comply with all Applicable Law, including anti-corruption laws such as the Prevention of Corruption Act, 1988; and (d) it is not currently debarred, blacklisted, or suspended by any government, defence, or public-sector procurement authority in any jurisdiction.
15.2 Each Supplier further represents and warrants that it has good title to, and the right to supply, the goods, technology, and services described in its Listings, and that such goods, technology, and services do not, to its knowledge, infringe any third party's intellectual property rights.
15.3 Save as expressly set out in this Agreement or an applicable VAS SOW, the Portal and all Content, Listings, and AI-driven outputs are provided without warranty of any kind, whether express or implied, including as to accuracy, merchantability, fitness for a particular purpose, or non-infringement.
16. PROHIBITED USES
16.1 A User shall not:
- publish false, misleading, or unverified Listings or Registration Data;
- infringe, or facilitate the infringement of, any third party's intellectual property rights;
- use the Portal to transact with, or introduce, a Denied or Restricted Party;
- attempt to circumvent the Portal to avoid fees payable to DefenceCart.com in breach of Clause 24;
- scrape, reverse-engineer, or extract data from the Portal other than through its intended functionality;
- upload malware or attempt to compromise the security or availability of the Portal;
- misrepresent the end use or end user of any Controlled Items; or
- use the Portal for any unlawful purpose or in violation of this Agreement.
17. SUSPENSION AND TERMINATION
17.1 Either DefenceCart.com or a User may terminate this Agreement (as it applies to that User) for convenience on [30] days' prior written notice.
17.2 DefenceCart.com may suspend or terminate a User's access immediately, without notice, in the event of: (a) a breach of Clause 11 (Export Control, Sanctions, and Regulatory Compliance); (b) a security or data-protection breach attributable to the User; (c) the User's insolvency, winding-up, or analogous proceeding; or (d) any use of the Portal in breach of Clause 16.
17.3 For any other breach of this Agreement, the non-breaching party shall give the breaching party written notice, and the breaching party shall have [15] days to cure the breach, failing which the non-breaching party may terminate this Agreement (as it applies to that User) with immediate effect.
17.4 On termination: (a) Listings and Portal access shall be disabled; (b) any Transaction concluded before termination survives on its own terms, as between the relevant Buyer and Supplier, unaffected by termination of this Agreement; (c) fees accrued for Sourcing Services access, VAS rendered, or Financing Services facilitated before termination remain due and payable; and (d) each User shall, on request, return or destroy the other's Confidential Information, save as required to be retained by Applicable Law.
17.5 Clauses 2 (Definitions), 13 (Intellectual Property), 14 (Confidentiality), 18 (Indemnity), 19 (Limitation of Liability), 20 (Disclaimers), 24 (Non-Solicitation and Anti-Circumvention), and 28 (Governing Law and Dispute Resolution), together with any other Clause that by its nature ought to survive, shall survive termination of this Agreement.
18. INDEMNITY
18.1 Each User shall indemnify, defend, and hold harmless DefenceCart.com, its Affiliates, and their respective officers, employees, and agents from and against all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) that User's breach of this Agreement; (b) inaccurate or misleading Registration Data or Listings; (c) a breach of Clause 11 (Export Control, Sanctions, and Regulatory Compliance); (d) a claim that the User's Content or Listing infringes a third party's intellectual property rights; or (e) any third-party claim arising out of a Transaction to which that User is party.
18.2 The indemnified party shall give the indemnifying party prompt written notice of a claim, and the indemnifying party shall have the right to control the defence and settlement of the claim, provided that no settlement admitting liability on behalf of the indemnified party shall be made without its prior written consent, not to be unreasonably withheld.
18.3 The indemnity obligations under Clause 18.1(c) (export control and sanctions), 18.1(d) (intellectual property infringement), and any breach of Clause 14 (Confidentiality), fraud, gross negligence, or wilful misconduct, are not subject to, and are carved out of, the cap on liability in Clause 19.2.
19. LIMITATION OF LIABILITY
19.1 Subject to Clause 19.3, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings, whether arising in contract, tort, or otherwise, even if advised of the possibility of such loss.
19.2 Subject to Clause 19.3, DefenceCart.com's aggregate liability to a User arising out of or in connection with this Agreement in any twelve-month period shall not exceed [OPTION A: the total fees paid by that User to DefenceCart.com in the twelve (12) months preceding the event giving rise to the claim] [OPTION B: INR [AMOUNT]].
19.3 The limitations in Clauses 19.1 and 19.2 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; (d) breach of Clause 14 (Confidentiality); or (e) a party's indemnity obligations under Clause 18.
19.4 Without prejudice to the generality of this Clause 19, DefenceCart.com shall have no liability whatsoever for the performance, non-performance, quality, delivery, or lawfulness of any Transaction between a Buyer and a Supplier, or for any financing facility provided by a Partner.
20. DISCLAIMERS
20.1 The Portal is provided on an "as is" and "as available" basis. DefenceCart.com does not warrant that the Portal will be uninterrupted, error-free, or secure.
20.2 DefenceCart.com does not warrant the accuracy or completeness of any AI-generated sourcing recommendation, BOM intelligence output, or supplier match, and such outputs must be independently verified by the User before being relied upon for procurement, engineering, or compliance decisions.
21. FORCE MAJEURE
21.1 Neither party shall be liable for any failure or delay in performance (other than an obligation to pay money) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, embargo, sanctions, pandemic, or failure of telecommunications or internet infrastructure ("Force Majeure Event"), provided the affected party gives prompt notice and uses reasonable efforts to mitigate the effect of the Force Majeure Event.
21.2 If a Force Majeure Event continues for more than [60] days, either party may terminate the affected obligation, or this Agreement as it applies to that party, on written notice.
22. AMENDMENT
22.1 DefenceCart.com may amend this Agreement from time to time by posting the revised version on the Portal and providing at least [30] days' notice of any material change by email or Portal notification. Continued use of the Portal after the effective date of an amendment constitutes acceptance of the amended Agreement.
22.2 This Clause 22 governs amendments to this Agreement generally. Changes to the scope, price, or timeline of a specific VAS engagement are governed by the change-control procedure in Clause 7.3.
23. ASSIGNMENT
23.1 A User shall not assign, novate, or transfer this Agreement or any right or obligation under it without DefenceCart.com's prior written consent, save to an Affiliate or successor in a merger, acquisition, or sale of substantially all of its assets, on notice to DefenceCart.com.
23.2 DefenceCart.com may assign this Agreement, in whole or in part, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of assets, on notice to affected Users.
24. NON-SOLICITATION AND ANTI-CIRCUMVENTION
24.1 Where a Buyer and a Supplier are introduced through the Portal, neither shall, for a period of [12] months from the date of introduction, conclude a Transaction with the other outside the Portal for the purpose of avoiding fees properly payable to DefenceCart.com in respect of that introduction.
24.2 No User shall, during its use of the Portal and for [12] months thereafter, solicit for employment any employee of DefenceCart.com with whom it had material contact through the Portal.
25. RELATIONSHIP OF THE PARTIES
25.1 Save as expressly stated in Clause 7 (VAS) or Clause 8 (Financing Services), DefenceCart.com and each User are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between DefenceCart.com and any User.
26. THIRD-PARTY RIGHTS
26.1 A person who is not a party to this Agreement has no right to enforce any term of it, save that DefenceCart.com's Affiliates, officers, employees, and agents may rely on Clause 18 (Indemnity) and Clause 19 (Limitation of Liability) as if they were parties to this Agreement.
27. NOTICES
27.1 Notices under this Agreement shall be in writing and delivered by email to the addresses provided in a User's Registration Data (in the case of notice to a User)] (in the case of notice to DefenceCart.com), and shall be deemed received on the business day following transmission, provided no delivery failure notice is received.
28. GOVERNING LAW AND DISPUTE RESOLUTION
28.1 This Agreement is governed by the laws of India, without regard to conflict-of-laws principles.
28.2 The parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through escalation between their respective senior representatives within [30] days of a written notice of dispute.
28.3 If a dispute is not resolved under Clause 28.2, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed [by mutual agreement of the parties, failing which in accordance with the Act] [OPTION: under the Rules of the Delhi International Arbitration Centre (DIAC), if institutional arbitration is preferred]. The seat and venue of arbitration shall be New Delhi, India, and the language of the arbitration shall be English.
28.4 Nothing in this Clause 28 prevents either party from seeking interim or urgent relief from a court of competent jurisdiction at New Delhi, India, whether before or during arbitral proceedings, without waiving its right to arbitrate the substantive dispute.
28.5 Subject to Clause 28.4, the courts at New Delhi, India have exclusive jurisdiction over any matter not subject to arbitration under this Clause 28, including enforcement of an arbitral award.
29. MISCELLANEOUS
29.1 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the parties' original commercial intent.
29.2 Waiver. No failure or delay by a party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of a right precludes any further exercise of it.
29.3 Entire Agreement. This Agreement, including the Privacy Policy, the VAS Schedule, the Financing Partner Terms, and the Pricing page, constitutes the entire agreement between DefenceCart.com and each User in relation to its subject matter, and supersedes all prior discussions, representations, or agreements on that subject matter, save for any VAS SOW entered into under Clause 7.
29.4 Language. This Agreement is drawn up in the English language. Any translation is for convenience only, and the English version prevails in the event of any inconsistency.
30. GRIEVANCE OFFICER
30.1 In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, DefenceCart.com has appointed a Grievance Officer to address User complaints regarding the Sourcing Services. Details of the Grievance Officer are set out in Schedule C.
30.2 DefenceCart.com shall acknowledge a grievance within [24] hours of receipt and shall endeavour to resolve it within [15] days, or such other period as may be prescribed by Applicable Law.
ACCEPTANCE
By clicking "I Agree", completing registration, or otherwise accessing or using the Portal, the User acknowledges that it has read, understood, and agrees to be bound by this Agreement.
SCHEDULE A — CONTROLLED ITEMS AND EXPORT COMPLIANCE REFERENCE
A.1 This Schedule is for reference only and does not limit the scope of Clause 11. Users remain responsible for their own classification and licensing determinations under Applicable Law.
A.2 [INSERT: cross-reference to the current SCOMET List categories 0-8 under India's Foreign Trade Policy, and to the applicable ITAR U.S. Munitions List / EAR Commerce Control List categories, as relevant to the goods and technology typically listed on the Portal.]
SCHEDULE B — VAS AND FINANCING FACILITATION FEES
B.1 [INSERT: current fee schedule for Value Added Services and Financing Services facilitation, or cross-reference to the Portal's live Pricing page, noting that the Pricing page as amended from time to time governs.]
SCHEDULE C — GRIEVANCE OFFICER DETAILS
C.1 Name: Gaurav Sahni
C.2 Designation: CFO, Co-Founder
C.3 Email: finance@aiondefence.com
C.4 Address: Aion Defence Solution Pvt. Ltd., E-595, 2ND Floor, Ramphal Chowk, Palam Extn., Sector-7, Dwarka, New Delhi – 11075 (Delhi, India)