Effective date: [TO INSERT: effective date]
1. These Terms
These Terms govern your use of the Indhows website and services. You accept them when you book a call, pay a fee, submit a form on this website or sign a contract with us. If you sign a separate written contract with Indhows, that contract prevails where it differs from these Terms.
2. Who we are
"Indhows", "we" and "us" mean [TO INSERT: registered company name and registration number], a company registered in India with its office at [TO INSERT: registered office address], Gujarat, India. "You" means the buyer, supplier or producer using our services.
3. Purpose and services
Indhows is an export and import agency. We connect buyers in Uganda and other African countries with suppliers in India, and producers in Uganda with buyers in India. Our services are:
- Sourcing and advisory: finding and inspecting suppliers and products that match a buyer's specification and budget, and issuing a product report and quotation.
- Clearing and shipping: arranging packing, freight, insurance and customs clearance through third-party providers.
- Tax and legal paperwork: preparing contracts and trade documents and guiding you on taxes and duties.
- Marketing and promotions: listing and promoting a supplier's products in select African countries.
We act as your agent. The contract for the sale of goods is between the buyer and the supplier.
4. Your rights and responsibilities
Buyers
- You are entitled to a product report and written quotation after your consultation, and to a review of the supplier's refund policy before you pay the supplier's invoices.
- You must give accurate specifications, quantities and budget, and tell us promptly of any change.
- You must hold any licence or registration your country requires to import the goods.
- You must pay fees, invoices, taxes and third-party costs when they fall due, and collect your goods on arrival.
Suppliers
- You are entitled to have the products named in your contract listed and promoted in the markets named in it.
- You must hold the registrations needed to export from India and supply goods that match the agreed specification and the standards of the destination country.
- You must give us accurate product information, prices and stock levels, and honour quotations within their validity period.
- You must tell us of every sale to a buyer we introduced, and pay commission on it.
5. Our rights and responsibilities
- We will carry out the services with reasonable skill and care and within the times stated in your quotation or contract.
- We will tell you which fees, taxes and third-party costs apply before you commit to them.
- We will keep client money separate from our own fees and apply it only to the invoices and costs it was paid for.
- We may decline an order for goods that are prohibited, unlicensed or unsafe, or where information we asked for is not given.
6. Fees and payment
Currency. All fees are stated and payable in US dollars. Where you pay in another currency, the amount is converted at the rate shown on our invoice.
Buyers.
- Consultation fee: US$200, payable when you book your call. It is non-refundable. It is deducted from your sourcing fee deposit if you place an order.
- Sourcing fee: a percentage of the order value, stated in your quotation. 50% is payable on signing the contract, less the consultation fee already paid. 50% is payable when your products are cleared for shipping.
- Supplier invoices, and taxes, shipping, clearance and insurance where necessary: payable when your products are packed, in the amounts shown on the invoices.
Suppliers.
- Operation fee: US$10,000, payable on signing and on each anniversary of the contract while it continues. It covers marketing, promotions, advertising and ground teams in select African countries.
- Commission: up to 15% of the sale price of each product or group of products sold, at the rate stated in your contract.
Invoicing. We issue a written invoice for every amount due. Each invoice is payable within [TO INSERT: number of days, for example 14] days of receipt.
Method. You may pay by card, mobile money or bank transfer to the account shown on the invoice.
Late payment. An amount not paid by its due date carries interest at [TO INSERT: rate]% per month from the due date until it is paid. We may pause work on your order while an invoice is overdue.
7. Cancellations and refunds
Cancellations and refunds are governed by our Refund policy, which forms part of these Terms.
8. Goods, suppliers and third parties
- The supplier is responsible for the quality, quantity and description of the goods. Claims about the goods follow the supplier's policy, which we review with you before you pay the invoices.
- Carriers, insurers, inspection companies, clearing agents and customs authorities act under their own terms. Their charges and decisions are outside our control.
- Guides and the landed-cost calculator on this website are general information and estimates. They are not tax or legal advice.
9. Prohibited conduct
You must not use our services to trade goods that are prohibited or unlicensed, give false information or documents, misdeclare the value or nature of goods, or deal directly with a party we introduced in order to avoid our fees or commission.
10. Intellectual property
- Each party keeps the intellectual property it owned before working with the other. This includes our name, mark, website, templates and supplier database, and a supplier's trade marks, product images and specifications.
- A supplier grants us a limited, revocable licence to use its product information, images and trade marks to list and promote its products for the term of the contract.
- The commercial rights in a product report or quotation that we prepare for you belong to you once the fees for it are paid. We keep the right to reuse our own methods and general know-how.
11. Indemnity
- You indemnify us against loss arising from inaccurate information or documents you supply, goods that are prohibited or unlicensed in your country, and your breach of these Terms.
- A supplier also indemnifies us and the buyer against loss arising from goods that do not match the agreed specification or infringe another person's rights.
- We indemnify you against loss arising from our negligence, our breach of these Terms, and any misapplication of client money while it is in our hands.
12. Limit of liability
Our total liability for an order is limited to the fees you paid to Indhows for that order. We are not liable for indirect loss or loss of profit. Nothing in these Terms limits liability that cannot be limited by law.
13. Ending the relationship
- Either party may end the relationship for convenience by giving [TO INSERT: notice period, for example 30 days] written notice.
- Either party may end it at once if the other commits a material breach and does not put it right within [TO INSERT: cure period, for example 14 days] of written notice.
- We may suspend your access to our services while an invoice is overdue or while we investigate suspected prohibited conduct.
- On ending, you pay for work done and costs committed up to that date, we hand over the documents and deliverables you have paid for, each party returns or deletes the other's confidential information, and licences granted under clause 10 end.
- Clauses 6, 7, 10, 11, 12, 15 and 16 continue after the relationship ends.
14. Changes to these Terms
We may change these Terms by posting the new version on this page and notifying active clients at least [TO INSERT: number of days, for example 14] days before it takes effect. Orders already contracted continue under the Terms in force when they were signed.
15. Disputes
- Notice. A party raises a dispute by written notice to the other. Notices to Indhows go to the Team Lead at [TO INSERT: email address for notices].
- Negotiation. Representatives of each party meet, in person or online, and try in good faith to settle the dispute within [TO INSERT: number of days, for example 30] days of the notice.
- Mediation. If it is not settled, the parties refer it to a mediator they agree on. If they cannot agree within 7 days, the mediator is appointed by [TO INSERT: mediation institution]. Mediation is to finish within [TO INSERT: number of days, for example 30] days of the appointment.
- Courts. Only if mediation fails may a party go to court. The courts at [TO INSERT: city], Gujarat, India have exclusive jurisdiction.
16. Governing law
These Terms are governed by the laws of India.
17. Contact
For notices, complaints and questions about these Terms: [TO INSERT: email address for notices], +91 70963 91781 (India) or +256 708 192953 (Uganda).