Terms of Use

1. Definitions and interpretation

1.1 In these Terms:

1.2 Headings are for convenience and do not affect interpretation.

1.3 "Including" and "in particular" introduce examples and do not limit what precedes them.

1.4 A reference to a clause is a reference to a clause of these Terms. A reference to writing includes email sent to accounts@yarntoyards.com.

2. Who these Terms are between

2.1 These Terms govern use of the App, operated by YARN TO YARDS PRIVATE LIMITED, registered at 439 & 442, B Wing, 4th Floor, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400013, Maharashtra, India.

2.2 The App is provided to businesses we trade with. By using it you accept these Terms. If you do not accept them, do not use the App.

2.3 These Terms govern use of the App only. They do not replace, vary or limit the terms of any separate contract for the sale of goods between us.

3. Accounts

3.1 Accounts are issued by us. There is no public registration, and you may not create an Account yourself.

3.2 Each Account is issued to one Customer and is intended for use by that Customer's authorised staff.

3.3 An Account may be used on a limited number of devices, currently two. Signing in from a further device is refused. If you replace a device, ask us and we will release the old one.

3.4 You are responsible for keeping credentials confidential, and for everything done under your Account.

3.5 You must tell us promptly at accounts@yarntoyards.com if you believe an Account has been compromised, or if a member of staff who used it leaves.

3.6 We may suspend or withdraw an Account at any time, in particular where we believe these Terms have been breached.

4. What you can see

4.1 The catalogue is curated. We decide which designs are visible to each Account, and we may change that at any time without notice.

4.2 Designs disappearing from your catalogue is normal and does not indicate a fault.

5. Product information

5.1 We work to keep the catalogue accurate, but stock quantities are indicative and change constantly, and a design being listed is not a guarantee that it is available.

5.2 Colours on screen will differ from the physical fabric. Screens vary, and you should not rely on on-screen colour for a purchasing decision.

5.3 Specifications may be updated without notice.

6. Enquiries are not orders

6.1 Submitting an Enquiry is a request for information. It is not an order, not an offer, and not a binding contract. No price is shown in the App and none is implied.

6.2 A sale happens only when we confirm it separately through our usual commercial process.

7. Catalogue Material and intellectual property

7.1 All Catalogue Material is our property or licensed to us, and is protected by copyright and design law. Nothing in these Terms transfers any ownership in it to you.

7.2 We grant you a limited, revocable, non-exclusive, non-transferable licence to view Catalogue Material inside the App, for the sole purpose of evaluating fabrics to buy from us.

7.3 You may not:

• copy, photograph, screen-record, scrape or otherwise reproduce Catalogue Material
• share Catalogue Material, or your Account, with anyone outside your business
• publish Catalogue Material anywhere, including on social media, marketplaces or your own website
• use our designs or photographs to have fabric produced by anyone else
• reverse engineer, decompile or tamper with the App, or attempt to defeat its content protection

7.4 The App restricts screen capture and records every attempt, together with the Account and the approximate session location. We treat unauthorised copying of our designs seriously and will pursue it.

7.5 You will tell us as soon as you become aware of any unauthorised use or disclosure of Catalogue Material, whether by your staff or by anyone else.

7.6 This clause survives termination of your access.

8. Acceptable use

8.1 You must not use the App to break the law, to interfere with its operation or security, to gain access to accounts or data that are not yours, or to place automated load on our systems.

9. Availability

9.1 We aim to keep the App available but do not guarantee uninterrupted service. We may suspend it for maintenance, updates or security reasons, and features may change or be withdrawn.

9.2 The App needs an internet connection for current stock and catalogue updates.

10. Privacy

10.1 Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

11. Liability

11.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including for fraud, or for death or personal injury caused by negligence.

11.2 Subject to clause 11.1, the App is provided "as is" and we give no warranties about it.

11.3 Subject to clause 11.1, we are not liable for indirect or consequential loss, loss of profit, loss of business, or loss arising from reliance on catalogue information.

11.4 Subject to clause 11.1, our total liability in connection with the App is limited to ₹10,000.

11.5 This clause does not affect the terms of any separate contract for the sale of goods between us.

12. Indemnity

12.1 You will indemnify us against any loss, damage, cost or expense we suffer arising from your breach of clause 7 (Catalogue Material and intellectual property) or clause 8 (Acceptable use), including any claim brought against us by a third party as a result of such a breach.

12.2 We will notify you promptly of any claim to which this clause applies, and will not settle it without consulting you.

13. Ending access

13.1 You may stop using the App at any time. You can also delete your Account yourself from the Account tab inside the App; that takes effect immediately and does not require our approval. If you would rather we did it, or you no longer have the App installed, request deletion at Delete your account or email accounts@yarntoyards.com.

13.2 We may end your access if you breach these Terms, if our trading relationship ends, or if we withdraw the App.

13.3 On termination your licence under clause 7.2 ends immediately, and you must stop using any Catalogue Material obtained through the App.

13.4 Clauses 7, 11, 12, 14 and 18 survive termination.

14. Confidentiality

14.1 Catalogue Material, and any pricing or availability information we give you in connection with an Enquiry, is confidential to us. You will not disclose it to anyone outside your business without our written consent.

14.2 This clause does not apply to information that is already public through no fault of yours, or that you are required by law to disclose.

15. Events outside our control

15.1 We are not liable for any failure or delay in providing the App caused by an event outside our reasonable control, including failure of internet or telecommunications infrastructure, failure of a hosting provider, power failure, fire, flood, epidemic, civil unrest, industrial action, or act of government.

16. Assignment

16.1 You may not assign or transfer your rights under these Terms, or your Account, to anyone else.

16.2 We may assign or transfer our rights and obligations under these Terms, including as part of a sale or reorganisation of our business.

17. Notices

17.1 Notices to us must be sent to accounts@yarntoyards.com or to our registered address above.

17.2 Notices to you may be sent to the email address we hold for your Account, or given inside the App. A notice given inside the App is treated as received when you next sign in.

18. Governing law and jurisdiction

18.1 These Terms, and any dispute arising out of or in connection with them, are governed by the laws of India.

18.2 The courts at Mumbai, Maharashtra have exclusive jurisdiction over any such dispute.

18.3 Before starting proceedings, each of us will make a genuine attempt to resolve the dispute by discussion in good faith. This does not prevent either of us from seeking urgent injunctive relief, in particular to restrain misuse of Catalogue Material.

19. General

19.1 Severability. If any provision of these Terms is found to be unenforceable, the rest continues in force, and that provision is treated as modified to the minimum extent needed to make it enforceable.

19.2 Waiver. If we do not enforce a right under these Terms, that is not a waiver of it, and we may enforce it later.

19.3 Entire agreement. These Terms and the Privacy Policy are the entire agreement between us about your use of the App, and replace anything said or written about it beforehand. This does not limit liability for fraudulent misrepresentation.

19.4 No partnership. Nothing in these Terms creates a partnership, joint venture or agency between us.

19.5 Changes. We may update these Terms. Material changes will be notified in the App. Continuing to use the App after a change means you accept the updated Terms.

20. Contact

439 & 442, B Wing, 4th Floor, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel (W), Mumbai – 400013, Maharashtra, India

accounts@yarntoyards.com